Exhibit 10.1 


 


VERICEL CORPORATION
2022 OMNIBUS INCENTIVE PLAN

(Effective as of April 27, 2022)


 


Vericel Corporation (the “Company”),
a Michigan corporation, hereby establishes and adopts the following 2022 Omnibus Incentive Plan (the “Plan”).


 


1.            PURPOSE OF THE PLAN


 


The purpose of the Plan is to assist the Company
and its Affiliates in attracting and retaining certain individuals to serve as directors, employees, consultants and/or advisors of the
Company and its Affiliates who are expected to contribute to the Company’s success and achieve long-term objectives that will
inure to the benefit of all shareholders of the Company through the additional incentives inherent in the Awards hereunder.


 


2.            DEFINITIONS


 


2.1.         “2019
Plan” shall have the meaning set forth in Section 3.1(a).


 


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


 


2.3.         “Award”
shall mean any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Performance Award or any other right,
interest or option relating to Shares or other property (including cash) granted pursuant to the provisions of the Plan.


 


2.4.         “Award
Agreement” shall mean any agreement, contract or other instrument or document evidencing any Award granted hereunder, whether
in writing or through an electronic medium.


 


2.5.          “Board”
shall mean the board of directors of the Company.


 






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2.6.         “Change
in Control” shall have the meaning set forth in Section 10.3.


 


2.7.         “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time.


 


2.8.         “Committee”
shall mean the Compensation Committee of the Board or a subcommittee thereof formed by the Compensation Committee to act as the Committee
hereunder. The Committee shall consist of no fewer than two Directors, each of whom is (i) a “Non-Employee Director”
within the meaning of Rule 16b-3 of the Exchange Act, and (ii) an “independent director” for purpose of the
rules of the NASDAQ Stock Market (or such other principal U.S. national securities exchange on which the Shares are traded) to the extent
required by such rules.


 


2.9.         “Consultant”
shall mean any consultant or advisor who provides bona fide services to the Company 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 Securities Act.


 


2.10.       “Director”
shall mean a non-employee member of the Board.


 


2.11.       “Dividend
Equivalents” shall have the meaning set forth in Section 11.5.


 


2.12.       “Effective
Date” shall have the meaning set forth in Section 12.13.


 


2.13.       “Employee”
shall mean any employee of the Company or any Affiliate and any prospective employee conditioned upon, and effective not earlier than,
such person becoming an employee of the Company or any Affiliate.


 


2.14.       “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


2.15.       “Fair
Market Value” shall mean, with respect to Shares as of any date, (i) the per Share closing price of the Shares as
reported on the NASDAQ Stock Market on that date (or if there was no reported closing price on such date, on the last preceding date
on which the closing price was reported), (ii) if the Shares are not then listed on the NASDAQ Stock Market, the closing price
on the principal U.S. national securities exchange on which the Shares are listed (or if there was no reported closing price on such
date, on the last preceding date on which the closing price was reported), or (iii) if the Shares are not listed on a U.S.
national securities exchange, the Fair Market Value of Shares shall be determined by the Committee in its sole discretion using
appropriate criteria, a reasonable application of a reasonable method in accordance with the regulations under Section 409A of
the Code and, with respect to Incentive Stock Options, in accordance with the requirements of Section 422 of the Code. The Fair
Market Value of any property other than Shares shall mean the market value of such property determined by such methods or procedures
as shall be established from time to time by the Committee.


 


2.16.       “Incentive
Stock Option” shall mean an Option which when granted is intended to qualify as an incentive stock option for purposes of Section 422
of the Code.


 


2.17.       “Option”
shall mean any right granted to a Participant under the Plan allowing such Participant to purchase Shares at such price or prices and
during such period or periods as the Committee shall determine.


 


2.18.       “Participant”
shall mean an Employee, Director or Consultant who the Committee determines to receive an Award under the Plan.


 


2.19.       “Payee”
shall have the meaning set forth in Section 12.1.


 


2.20.       “Performance
Award” shall mean any Award of Performance Cash, Performance Shares or Performance Units granted pursuant to Section 9.


 


2.21.       “Performance
Cash” shall mean any cash incentives granted pursuant to Section 9 payable to the Participant upon the achievement of such
performance goals as the Committee shall establish.


 


2.22.       “Performance
Period” shall mean the period established by the Committee during which any performance goals specified by the Committee with
respect to an Award are to be measured.


 


2.23.       “Performance
Share” shall mean any grant pursuant to Section 9 of a unit valued by reference to a designated number of Shares, which
value may be paid to the Participant upon achievement of such performance goals during the Performance Period as the Committee shall establish.


 


2.24.       “Performance
Unit” shall mean any grant pursuant to Section 9 of a unit valued by reference to a designated amount of cash or property
other than Shares, which value may be paid to the Participant upon achievement of such performance goals during the Performance Period
as the Committee shall establish.


 


2.25.       “Permitted
Assignee” shall have the meaning set forth in Section 11.3.


 


2.26.       “Prior
Plans” shall mean, collectively, the 2019 Plan, the Vericel Corporation 2017 Omnibus Incentive Plan and the following Aastrom
Biosciences, Inc. plan: Amended and Restated 2009 Omnibus Incentive Plan.


 


2.27.       “Restricted
Stock” shall mean any Share issued with the restriction that the holder may not sell, transfer, pledge or assign such Share
and with such other restrictions as the Committee, in its sole discretion, may impose (including any restriction on the right to vote
such Share and the right to receive any dividends), which restrictions may lapse separately or in combination at such time or times, in
installments or otherwise, as the Committee may deem appropriate.


 


2.28.       “Restricted
Stock Award” shall have the meaning set forth in Section 7.1.


 


2.29.       “Restricted
Stock Unit Award” shall have the meaning set forth in Section 8.1.


 


2.30.       “Restricted
Stock Unit” shall mean an Award that is valued by reference to a Share, which value may be paid to the Participant upon satisfaction
of such vesting restrictions as the Committee in its sole discretion shall impose, which restrictions may lapse separately or in combination
at such time or times, in installments or otherwise, as the Committee may deem appropriate.


 


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


 






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2.32.       “Separation from Service” shall have the meaning set forth in Section 12.15.


 


2.33.       “Shares”
shall mean the shares of common stock, no par value, of the Company.


 


2.34.       “Stock
Appreciation Right” shall mean the right granted to a Participant pursuant to Section 6.


 


2.35.       “Substitute
Awards” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards
previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Company or any Affiliate
or with which the Company or any Affiliate combines.


 


3.            SHARES SUBJECT TO THE
PLAN


 


3.1.     Number of Shares.


 


(a)           Subject
to adjustment as provided in Sections 3.1(b) and 11.2 and as of the Effective Date, the number of Shares that shall be authorized
for grant under the Plan shall equal a total of (i) 5,572,710 Shares1,
as increased pursuant to paragraph (b) of this Section, less (ii) one (1) Share for every one (1) Share that was subject
to an option or stock appreciation right granted after December 31, 2021 and prior to the Effective Date under the Vericel Corporation
Amended and Restated 2019 Omnibus Incentive Plan (the “2019 Plan”) and 1.5 Shares for every one (1) Share that was subject
to an award other than an option or stock appreciation right granted after December 31, 2021 and prior to the Effective Date under
the 2019 Plan. Any Shares that are subject to Options or Stock Appreciation Rights shall be counted against this limit as one (1) Share
for every one (1) Share granted, and any Shares that are subject to Awards other than Options or Stock Appreciation Rights shall
be counted against this limit as 1.5 Shares for every one (1) Share granted. After the Effective Date, no awards may be granted under
any Prior Plan.


 


(b)           If
(i) any Shares subject to an Award are forfeited, an Award expires or an Award is settled for cash (in whole or in part), or (ii)
after December 31, 2021, any Shares subject to an award under the Prior Plans are forfeited, or an award under the Prior Plans expires
or is settled for cash (in whole or in part), the Shares subject to such Award or award under the Prior Plans shall, to the extent of
such forfeiture, expiration or cash settlement, be available for Awards under the Plan, in accordance with Section 3.1(d) below.
In the event that withholding tax liabilities arising from an Award other than an Option or Stock Appreciation Right or, after December
31, 2021, an award other than an option or stock appreciation right under any Prior Plan are satisfied by the tendering of Shares (either
actually or by attestation) or by the withholding of Shares by the Company, the Shares so tendered or withheld shall be added to the Shares
available for Awards under the Plan in accordance with Section 3.1(d) below. Notwithstanding anything to the contrary contained
herein, the following Shares shall not be added to the Shares authorized for grant under paragraph (a) of this Section: (i) Shares
tendered by the Participant or withheld by the Company in payment of the purchase price of an Option or, after December 31, 2021,
an option granted under the Prior Plans, or to satisfy any tax withholding obligation with respect to an Option or Stock Appreciation
Right or, after December 31, 2021, an option or stock appreciation right granted under the Prior Plans, and (ii) Shares subject
to a Stock Appreciation Right or, after December 31, 2021, a stock appreciation right granted under the Prior Plans that are not
issued in connection with the stock settlement of the Stock Appreciation Right on exercise thereof and (iii) Shares reacquired by
the Company on the open market or otherwise using cash proceeds from the exercise of Options or, after December 31, 2021, options
granted under the Prior Plans.


 


(c)           Shares
issued under Substitute Awards shall not reduce the Shares authorized for grant under the Plan nor shall Shares subject to a Substitute
Award again be available for Awards under the Plan to the extent of any forfeiture, expiration or cash settlement as provided in paragraph (b)
above.


 


(d)           Any
Shares that again become available for grant pursuant to paragraph (b) of this Section shall be added back as (i) one (1) Share
if such Shares were subject to Options or Stock Appreciation Rights granted under the Plan or options or stock appreciation rights granted
under the Prior Plans, and (ii) as 1.5 Shares if such Shares were subject to Awards other than Options or Stock Appreciation Rights
granted under the Plan or awards other than options or stock appreciation rights granted under the Prior Plans.


 


 






1 Comprised of 2,822,710 shares that were available under
the 2019 Plan as of December 31, 2021, plus an incremental 2,750,000 shares.


 






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3.2.     Character of Shares. Any Shares issued
hereunder may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares purchased in the open market
or otherwise.


 


3.3      Limit on Awards to Directors. Notwithstanding
any other provision of the Plan to the contrary, the aggregate grant date fair value (computed as of the date of grant in accordance with
applicable financial accounting rules) of all Awards granted to any Director during any single calendar year plus the aggregate amount
of all cash earned and paid or payable to such Director for services rendered as a Director for the same year shall not exceed $800,000;
provided, however, that with respect to the Chairman of the Board, the lead independent Director, or any newly-elected Director in
his or her first calendar year of service, such amount shall not exceed $1,000,000.


 


4.             ELIGIBILITY AND ADMINISTRATION


 


4.1.     Eligibility. Any Employee, Director
or Consultant shall be eligible to participate, in accordance with the terms of the Plan.


 


4.2.    Administration.


 


(a)           The
Plan shall be administered by the Committee. The Committee shall have full power and authority, subject to the provisions of the Plan
and subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the
Board, to:


 


(i)            select
the Employees, Directors and Consultants to whom Awards may from time to time be granted hereunder;


 


(ii)           determine
the type or types of Awards, not inconsistent with the provisions of the Plan, to be granted to each Participant hereunder;


 


(iii)          determine
the number of Shares (or dollar value) to be covered by each Award granted hereunder;


 


(iv)         determine
the terms and conditions, not inconsistent with the provisions of the Plan, of any Award granted hereunder (including the power to amend
outstanding Awards);


 


(v)           accelerate
at any time the exercisability or vesting of all or any portion of any Award;


 


(vi)          determine
whether, to what extent and under what circumstances Awards may be settled in cash, Shares or other property;


 


(vii)         determine
whether, to what extent, and under what circumstances cash, Shares, other property and other amounts payable with respect to an Award
made under the Plan shall be deferred either automatically or at the election of the Participant;


 


(viii)        determine
whether, to what extent and under what circumstances any Award shall be canceled or suspended;


 


(ix)           interpret
and administer the Plan and any instrument or agreement entered into under or in connection with the Plan, including any Award Agreement;


 


(x)           correct
any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent that the Committee
shall deem desirable to carry it into effect;


 


(xi)          establish
such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan;


 


(xii)         determine
whether any Award, other than an Option or Stock Appreciation Right, will have Dividend Equivalents; and


 


(xiii)        make
any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan.


 






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Subject to Section 4.2(b) below, in determining
whether to make an Award, to whom to make an Award, the type of Award or the size of the Award, the Committee may consult with management
of the Company.


 


(b)          Decisions
of the Committee shall be final, conclusive and binding on all persons or entities, including the Company, any Participant, and any Affiliate.
Subject to applicable law, majority of the members of the Committee may determine its actions, including fixing the time and place of
its meetings.


 


(c)           To
the extent not inconsistent with applicable law or the rules and regulations of the NASDAQ Stock Market (or such other principal U.S.
national securities exchange on which the Shares are traded), the Committee may delegate to: (i) a committee of one or more members
of the Board the authority to take action on behalf of the Committee under the Plan including the right to grant, cancel, suspend or amend
Awards and (ii) one or more “executive officers” within the meaning of Rule 16a-1(f) of the Exchange Act or
a committee of executive officers the right to grant Awards to Employees who are not directors or executive officers of the Company and
the authority to take action on behalf of the Committee pursuant to the Plan to cancel or suspend Awards to Employees who are not directors
or executive officers of the Company.


 


(d)           The
Board in its discretion may ratify and approve actions taken by the Committee. In addition, to the extent not inconsistent with applicable
law or the rules and regulations of the NASDAQ Stock Market or such other principal U.S. national securities exchange on which the Shares
are traded, the Board may take any action under the Plan that the Committee is authorized to take. In the event the Board takes such action,
references to the Committee hereunder shall be understood to refer to the Board.


 


5.            OPTIONS


 


5.1.     Grant of Options. Options may be granted
hereunder to Participants either alone or in addition to other Awards granted under the Plan. Any Option shall be subject to the terms
and conditions of this Section 5 and to such additional terms and conditions, not inconsistent with the provisions of the Plan, as the
Committee shall deem desirable.


 


5.2.     Award Agreements. All Options granted
pursuant to this Section 5 shall be evidenced by a written Award Agreement in such form and containing such terms and conditions as the
Committee shall determine which are not inconsistent with the provisions of the Plan. The terms of Options need not be the same with respect
to each Participant. Granting an Option pursuant to the Plan shall impose no obligation on the recipient to exercise such Option. Any
individual who is granted an Option pursuant to this Section may hold more than one Option granted pursuant to the Plan at the same time.


 


5.3.     Option Price. Other than in connection
with Substitute Awards, the option price per each Share purchasable under any Option granted pursuant to this Section 5 shall not be less
than 100% of the Fair Market Value of one Share on the date of grant of such Option; provided, however, that in the case of an Incentive
Stock Option granted to a Participant who, at the time of the grant, owns stock representing more than 10% of the voting power of all
classes of stock of the Company or any Affiliate, the option price per share shall be no less than 110% of the Fair Market Value of one
Share on the date of grant. Other than pursuant to Section 11.2, the Committee shall not without the approval of the Company’s
shareholders (a) lower the option price per Share of an Option after it is granted, (b) cancel an Option when the option price
per Share exceeds the Fair Market Value of one Share in exchange for cash or another Award (other than in connection with a Change in
Control or Substitute Awards), and (c) take any other action with respect to an Option that would be treated as a repricing under
the rules and regulations of the NASDAQ Stock Market (or such other principal U.S. national securities exchange on which the Shares are
traded).


 


5.4.     Option Term. The term of each Option
shall be fixed by the Committee in its sole discretion; provided, that no Option shall be exercisable after the expiration of ten (10) years
from the date the Option is granted; provided, however, that the term of the Option shall not exceed five (5) years from the date
the Option is granted in the case of an Incentive Stock Option granted to a Participant who, at the time of the grant, owns stock representing
more than 10% of the voting power of all classes of stock of the Company or any Affiliate.


 


5.5.     Exercise of Options.


 


(a)           Vested
Options granted under the Plan may be exercised by the Participant or by a Permitted Assignee thereof (or by the Participant’s
executors, administrators, guardian or legal representative, as may be provided in an Award Agreement) as to all or part of the
Shares covered thereby, by the giving of notice of exercise to the Company or its designated agent, specifying the number of Shares
to be purchased. The notice of exercise shall be in such form, made in such manner, and shall comply with such other requirements
consistent with the provisions of the Plan as the Committee may from time to time prescribe.


 






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(b)           Unless
otherwise provided in an Award Agreement, full payment of such purchase price shall be made at the time of exercise and shall be made
(i) in cash or cash equivalents (including certified check or bank check or wire transfer of immediately available funds), (ii) by
tendering previously acquired Shares (either actually or by attestation), valued at their then Fair Market Value, (iii) with the
consent of the Committee, by delivery of other consideration having a Fair Market Value on the exercise date equal to the total purchase
price, (iv) with respect to Options that are not Incentive Stock Options, by a “net exercise” arrangement pursuant to
which the Company will reduce the number of Shares issuable upon exercise by the largest whole number of shares with a Fair Market Value
that does not exceed the aggregate exercise price, (v) through any other method specified in an Award Agreement (including same-day
sales through a broker), or (vi) any combination of any of the foregoing. In no event may any Option granted hereunder be exercised
for a fraction of a Share. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date
of such issuance.


 


(c)           Notwithstanding
the foregoing, an Award Agreement may provide that if on the last day of the term of an Option the Fair Market Value of one Share exceeds
the option price per Share, the Participant has not exercised the Option (or, if applicable, a tandem Stock Appreciation Right) and the
Option has not expired, the Option shall be deemed to have been exercised by the Participant on such day with payment made by withholding
Shares otherwise issuable in connection with the exercise of the Option. In such event, the Company shall deliver to the Participant the
number of Shares for which the Option was deemed exercised, less the number of Shares required to be withheld for the payment of the total
purchase price and required withholding taxes (subject to Section 12.1); provided, however, any fractional Share shall be settled
in cash.


 


5.6.     Form of Settlement. In its sole discretion,
the Committee may provide that the Shares to be issued upon an Option’s exercise shall be in the form of Restricted Stock or other
similar securities.


 


5.7.     Incentive Stock Options. The Committee
may grant Incentive Stock Options to any employee of the Company or any Affiliate, subject to the requirements of Section 422 of
the Code; provided, however, that for purposes of this Section “Affiliate shall mean, at the time of determination, any “parent”
or “subsidiary of the Company as such terms are defined in Section 424 of the Code and the regulations thereunder. Notwithstanding
anything in Section 3.1 to the contrary and solely for the purposes of determining whether Shares are available for the grant of
Incentive Stock Options under the Plan, the maximum aggregate number of Shares that may be issued pursuant to Incentive Stock Options
granted under the Plan shall be 5,572,710 Shares, subject to adjustment as provided in Section 11.2.


 


6.             STOCK APPRECIATION RIGHTS


 


6.1.     Grant and Exercise. The Committee may
provide Stock Appreciation Rights (a) in tandem with all or part of any Option granted under the Plan or at any subsequent time during
the term of such Option, (b) in tandem with all or part of any Award (other than an Option) granted under the Plan or at any subsequent
time during the term of such Award, or (c) without regard to any Option or other Award, in each case upon such terms and conditions
as the Committee may establish in its sole discretion.


 


6.2.     Terms and Conditions. Stock Appreciation
Rights shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time
to time by the Committee, including the following:


 


(a)           Upon
the exercise of a Stock Appreciation Right, the holder shall have the right to receive the excess of (i) the Fair Market Value of
one Share on the date of exercise (or such amount less than such Fair Market Value as the Committee shall so determine at any time during
a specified period before the date of exercise) over (ii) the grant price of the Stock Appreciation Right.


 


(b)           The
Committee shall determine in its sole discretion whether payment upon the exercise of a Stock Appreciation Right shall be made in cash,
in whole Shares or other property, or any combination thereof.


 


(c)           The
terms and conditions of Stock Appreciation Rights need not be the same with respect to each recipient.


 






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(d)           The
Committee may impose such other conditions on the exercise of any Stock Appreciation Right, as it shall deem appropriate. A Stock Appreciation
Right shall have (i) a grant price per Share of not less than the Fair Market Value of one Share on the date of grant or, if applicable,
on the date of grant of an Option with respect to a Stock Appreciation Right granted in exchange for or in tandem with, but subsequent
to, the Option (subject to the requirements of Section 409A of the Code), except in the case of Substitute Awards or in connection
with an adjustment provided in Section 11.2 and (ii) a term not greater than ten (10) years. In addition to the foregoing,
but subject to Section 11.2, the Committee shall not without the approval of the Company’s shareholders (x) lower the
grant price per Share of any Stock Appreciation Right after it is granted, (y) cancel any Stock Appreciation Right when the grant
price per Share exceeds the Fair Market Value of the underlying Shares in exchange for cash or another Award (other than in connection
with a Change in Control as defined in Section 10.3 or Substitute Awards), and (z) take any other action with respect to any
Stock Appreciation Right that would be treated as a repricing under the rules and regulations of the NASDAQ Stock Market (or such other
principal U.S. national securities exchange on which the Shares are traded).


 


(e)           In
no event may any Stock Appreciation Right granted hereunder be exercised for a fraction of a Share. No adjustment shall be made for cash
dividends or other rights for which the record date is prior to the date of such issuance.


 


(f)            An
Award Agreement may provide that if on the last day of the term of a Stock Appreciation Right the Fair Market Value of one Share exceeds
the grant price per Share of the Stock Appreciation Right, the Participant has not exercised the Stock Appreciation Right or the tandem
Option (if applicable), and the Stock Appreciation Right has not expired, the Stock Appreciation Right shall be deemed to have been exercised
by the Participant on such day. In such event, the Company shall make payment to the Participant in accordance with this Section, reduced
by the number of Shares (or cash) required for withholding taxes (subject to Section 12.1); any fractional Share shall be settled
in cash.


 


7.             RESTRICTED STOCK AWARDS


 


7.1.     Grants. Awards of Restricted Stock
may be issued hereunder to Participants either alone or in addition to other Awards granted under the Plan (a “Restricted Stock
Award”), and such Restricted Stock Awards may also be available as a form of payment of Performance Awards and other earned cash-based
incentive compensation. A Restricted Stock Award shall be subject to vesting restrictions imposed by the Committee covering a period of
time specified by the Committee. The Committee has absolute discretion to determine whether any consideration (other than services) is
to be received by the Company or any Affiliate as a condition precedent to the issuance of Restricted Stock.


 


7.2.     Award Agreements. The terms of any
Restricted Stock Award granted under the Plan shall be set forth in an Award Agreement, which shall contain provisions determined by the
Committee and not inconsistent with the Plan. The terms of Restricted Stock Awards need not be the same with respect to each Participant.


 


7.3.     Rights of Holders of Restricted Stock.
Unless otherwise provided in the Award Agreement, beginning on the date of grant of the Restricted Stock Award, the Participant shall
become a shareholder of the Company with respect to all Shares subject to the Award Agreement and shall have all of the rights of a shareholder,
including the right to vote such Shares and the right to receive distributions made with respect to such Shares; provided, however, that
any Shares, cash or any other property distributed as a dividend or otherwise with respect to any Restricted Stock as to which the restrictions
have not yet lapsed shall be accumulated or credited, and shall be subject to the same restrictions and risk of forfeiture as such Restricted
Stock and shall not be paid until and unless the underlying Award vests.


 


8.             RESTRICTED STOCK UNIT
AWARDS


 


8.1.     Grants. Other Awards of units having
a value equal to an identical number of Shares (“Restricted Stock Unit Awards”) may be granted hereunder to Participants either
alone or in addition to other Awards granted under the Plan. Restricted Stock Unit Awards shall also be available as a form of payment
of other Awards granted under the Plan and other earned cash-based incentive compensation.


 


8.2.     Award Agreements. The terms of Restricted
Stock Unit Award granted under the Plan shall be set forth in an Award Agreement, which shall contain provisions determined by the Committee
and not inconsistent with the Plan. Restricted Stock Unit Awards shall be subject to vesting restrictions imposed by the Committee covering
a period of time specified by the Committee. The terms of such Awards need not be the same with respect to each Participant.


 


8.3.     Payment. Except as provided in
Section 10 or as may be provided in an Award Agreement, Restricted Stock Unit Awards may be paid in cash, Shares, other
property, or any combination thereof, in the sole discretion of the Committee. Restricted Stock Unit Awards may be paid in a lump
sum or in installments or, in accordance with procedures established by the Committee, on a deferred basis subject to the
requirements of Section 409A of the Code.


 


8.4.     Rights of Holders of Restricted Stock Units.
A Participant who holds a Restricted Stock Unit Award shall only have those rights specifically provided for in the Award Agreement and
subject to the terms of the Plan, including Section 11.5; provided, however, in no event shall the Participant have voting rights with
respect to such Award.


 






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9.             PERFORMANCE AWARDS


 


9.1.     Grants. Performance Awards in the form
of Performance Cash, Performance Shares or Performance Units, as determined by the Committee in its sole discretion, may be granted hereunder
to Participants, for no consideration or for such minimum consideration as may be required by applicable law, either alone or in addition
to other Awards granted under the Plan. The performance goals to be achieved for each Performance Period shall be conclusively determined
by the Committee.


 


9.2.     Award Agreements. The terms of any
Performance Award granted under the Plan shall be set forth in an Award Agreement, which shall contain provisions determined by the Committee
and not inconsistent with the Plan, including Section 11.5. The terms of Performance Awards need not be the same with respect to each
Participant.


 


9.3.     Terms and Conditions. The performance
criteria to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Committee upon
the grant of each Performance Award. The amount of the Award to be distributed shall be conclusively determined by the Committee.


 


9.4.     Payment. Except as provided in Section 10
or as may be provided in an Award Agreement, Performance Awards will be distributed only after the end of the relevant Performance Period.
Performance Awards may be paid in cash, Shares, other property, or any combination thereof, in the sole discretion of the Committee. Performance
Awards may be paid in a lump sum or in installments following the close of the Performance Period or, in accordance with procedures established
by the Committee, on a deferred basis subject to the requirements of Section 409A of the Code.


 


10.          CHANGE IN CONTROL PROVISIONS


 


10.1.   Impact on Certain Awards. The Committee,
in its discretion, may determine that in the event of a Change in Control of the Company (i) Options and Stock Appreciation Rights
outstanding as of the date of the Change in Control shall be cancelled and terminated without payment therefor if the Fair Market Value
of one Share as of the date of the Change in Control is less than the Option per Share option price or Stock Appreciation Right per Share
grant price and (ii) all Performance Awards shall be considered to be earned and payable (either in full or pro rata based on the
portion of Performance Period completed as of the date of the Change in Control, or otherwise) as provided in the Award Agreement, and
any limitations or other restrictions shall lapse and such Performance Awards shall be immediately settled or distributed.


 


10.2.   Assumption or Substitution of Certain
Awards.


 


(a)           Unless
otherwise provided in an Award Agreement, in the event of a Change in Control of the Company in which the successor company assumes
or substitutes for an Option, Stock Appreciation Right, Restricted Stock Award or Restricted Stock Unit Award (or in which the
Company is the ultimate parent corporation and continues the Award), if a Participant’s employment with such successor company
(or the Company) or a subsidiary thereof terminates within the time period following such Change in Control set forth in the Award
Agreement (or prior thereto if applicable) and under the circumstances specified in the Award Agreement: (i) Options and Stock
Appreciation Rights outstanding as of the date of such termination of employment will immediately vest, become fully exercisable,
and may thereafter be exercised for the period of time set forth in the Award Agreement, (ii) the restrictions, limitations and
other conditions applicable to Restricted Stock shall lapse and the Restricted Stock shall become free of all restrictions,
limitations and conditions and become fully vested, and (iii) the restrictions, limitations and other conditions applicable to
any Restricted Stock Unit Awards or any other Awards shall lapse, and such Restricted Stock Unit Awards or such other Awards shall
become free of all restrictions, limitations and conditions and become fully vested and transferable to the full extent of the
original grant. For the purposes of this Section, an Option, Stock Appreciation Right, Restricted Stock Award or Restricted Stock
Unit Award shall be considered assumed or substituted for if following the Change in Control the Award confers the right to purchase
or receive, for each Share subject to the Option, Stock Appreciation Right, Restricted Stock Award or Restricted Stock Unit Award
immediately prior to the Change in Control, the consideration (whether stock, cash or other securities or property) received in the
transaction constituting a Change in Control by holders of Shares for each Share held on the effective date of such transaction (and
if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding
shares); provided, however, that if such consideration received in the transaction constituting a Change in Control is not solely
common stock of the successor company, the Committee may, with the consent of the successor company, provide that the consideration
to be received upon the exercise or vesting of an Option, Stock Appreciation Right, Restricted Stock Award or Restricted Stock Unit
Award, for each Share subject thereto, will be solely common stock of the successor company substantially equal in fair market value
to the per Share consideration received by holders of Shares in the transaction constituting a Change in Control. The determination
of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination
shall be conclusive and binding.


 






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(b)          Unless
otherwise provided in an Award Agreement, in the event of a Change in Control of the Company, to the extent that the successor company
does not assume or substitute for an Option, Stock Appreciation Right, Restricted Stock Award or Restricted Stock Unit Award (or in which
the Company is the ultimate parent corporation and does not continue the Award), then immediately prior to the Change in Control: (i) those
Options and Stock Appreciation Rights outstanding as of the date of the Change in Control that are not assumed or substituted for (or
continued) shall immediately vest and become fully exercisable, (ii) restrictions, limitations and conditions on Restricted Stock
not assumed or substituted for (or continued) shall lapse and the Restricted Stock shall become free of all restrictions, limitations
and conditions and become fully vested, and (iii) the restrictions limitations and conditions applicable to any Restricted Stock
Unit Awards or any other Awards not assumed or substituted for (or continued) shall lapse, and such Restricted Stock Unit Awards or such
other Awards shall become free of all restrictions, limitations and conditions and become fully vested and transferable to the full extent
of the original grant.


 


(c)           The
Committee, in its discretion, may determine that, upon the occurrence of a Change in Control of the Company, each Option and Stock Appreciation
Right outstanding shall terminate within a specified number of days after notice to the Participant, and/or that each Participant shall
receive, with respect to each Share subject to such Option or Stock Appreciation Right, an amount equal to the excess (if any) of the
Fair Market Value of such Share immediately prior to the occurrence of such Change in Control over the exercise price per Share of such
Option and/or Stock Appreciation Right; such amount to be payable in cash, in one or more kinds of stock or property (including the stock
or property, if any, payable in the transaction) or in a combination thereof, as the Committee, in its discretion, shall determine. The
Committee 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 Fair Market Value of one Share immediately prior to the occurrence of such Change in Control multiplied
by the number of vested Shares under such Awards.


 


10.3.   Change in Control. For purposes of
the Plan, unless otherwise provided in an Award Agreement, Change in Control means the occurrence of any one of the following events:


 


(a)           During
any twenty-four (24) month period, individuals who, as of the beginning of such period, constitute the Board (the “Incumbent
Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent
to the beginning of such period whose election or nomination for election was approved by a vote of at least a majority of the Incumbent
Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named
as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual
initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors
or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be deemed
to be an Incumbent Director;


 


(b)           Any
“person” (as such term is defined in the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act)
is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities eligible
to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this
paragraph (b) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Company
or any Affiliate, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, (C) by
any underwriter temporarily holding securities pursuant to an offering of such securities, (D) pursuant to a Non-Qualifying Transaction,
as defined in paragraph (c), or (E) by any person of Company Voting Securities from the Company, if a majority of the Incumbent
Board approves in advance the acquisition of beneficial ownership of 50% or more of Company Voting Securities by such person;


 






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(c)           The
consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or
any of its Affiliates that requires the approval of the Company’s shareholders, whether for such transaction or the issuance
of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination:
(A) more than 50% of the total voting power of (x) the corporation resulting from such Business Combination (the
“Surviving Corporation”), or (y) if applicable, the ultimate parent corporation that directly or indirectly has
beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent
Corporation”), is represented by Company Voting Securities that were outstanding immediately prior to such Business
Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such
Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power
of such Company Voting Securities among the holders thereof immediately prior to the Business Combination, (B) no person (other
than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation),
is or becomes the beneficial owner, directly or indirectly, of 50% or more of the total voting power of the outstanding voting
securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation)
and (C) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent
Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time
of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business
Combination which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a
“Non-Qualifying Transaction”);


 


(d)           The
shareholders of the Company approve a plan of complete liquidation or dissolution of the Company; or


 


(e)           The
consummation of a sale of all or substantially all of the Company’s assets.


 


Notwithstanding the foregoing, a Change in Control
shall not be deemed to occur solely because any person acquires beneficial ownership of more than 50% of the Company Voting Securities
as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding;
provided, that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities
that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control of the Company
shall then occur.


 


11.          GENERALLY APPLICABLE
PROVISIONS


 


11.1.   Amendment and Termination of the Plan.
The Board may, at any time, amend or discontinue the Plan and the Committee 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 adversely affect rights under any outstanding
Award without the holder’s consent. 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 Committee 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 the Company stockholders
entitled to vote at a meeting of stockholders. Subject to Section 11.2, the Board may not without the approval of the Company’s
shareholders take any action with respect to an Option or Stock Appreciation Right that may be treated as a repricing under the rules
and regulations of the NASDAQ Stock Market (or such other principal U.S. national securities exchange on which the Shares are traded),
including a reduction of the exercise price of an Option or the grant price of a Stock Appreciation Right or the cancellation of an Option
or Stock Appreciation Right when the exercise price or grant price per Share exceeds the Fair Market Value of the underlying Shares in
exchange for cash or another Award (other than in connection with a Change in Control or Substitute Awards). In addition, no amendments
to, or termination of, the Plan shall in any way impair the rights of a Participant under any Award previously granted without such Participant’s
consent.


 


11.2.   Adjustments. In the event of any merger,
reorganization, consolidation, recapitalization, dividend or distribution (whether in cash, shares or other property, other than a regular
cash dividend), stock split, reverse stock split, spin-off or similar transaction or other change in corporate structure affecting
the Shares or the value thereof, such adjustments and other substitutions shall be made to the Plan and to Awards as the Committee deems
equitable or appropriate taking into consideration the accounting and tax consequences, including such adjustments in the aggregate number,
class and kind of securities that may be delivered under the Plan, the limits in Section 3.1, the maximum number of Shares that may
be issued pursuant to Incentive Stock Options and the number, class, kind and option or exercise price of securities subject to outstanding
Awards granted under the Plan (including, if the Committee deems appropriate, the substitution of similar options to purchase the shares
of, or other awards denominated in the shares of, another company) as the Committee may determine to be appropriate in its sole discretion;
provided, however, that the number of Shares subject to any Award shall always be a whole number.


 






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11.3.   Transferability of Awards.
Except as provided below, no Award and no Shares subject to Awards that have not been issued or as to which any applicable
restriction, performance or deferral period has not lapsed, may be sold, assigned, transferred, pledged or otherwise encumbered,
other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order, and such Award may
be exercised during the life of the Participant only by the Participant or the Participant’s guardian or legal representative.
To the extent and under such terms and conditions as determined by the Committee, a Participant may assign or transfer an Award
(each transferee thereof, a “Permitted Assignee”) to a “family member” as such term is defined in the
General Instructions to Form S-8 (whether by gift or a domestic relations order); provided that such Permitted Assignee
shall be bound by and subject to all of the terms and conditions of the Plan and the Award Agreement relating to the transferred
Award and shall execute an agreement satisfactory to the Company evidencing such obligations; and provided further that such
Participant shall remain bound by the terms and conditions of the Plan. The Company shall cooperate with any Permitted Assignee and
the Company’s transfer agent in effectuating any transfer permitted under this Section 11.3. In no event may any Award be
transferred for consideration to a third-party financial institution.


 


11.4.   Termination of Employment or Service.
The Committee shall determine and set forth in each Award Agreement whether any Awards granted in such Award Agreement will continue to
be exercisable, continue to vest or be earned and the terms of such exercise, vesting or earning, on and after the date that a Participant
ceases to be employed by or to provide services to the Company or any Affiliate (including as a Director or a Consultant), whether by
reason of death, disability, voluntary or involuntary termination of employment or services, or otherwise. The date of termination of
a Participant’s employment or services will be determined by the Committee, which determination will be final. A Participant’s
employment or services will not be deemed terminated merely because of a change in the capacity in which the Participant provides services
for the Company or an Affiliate as a Consultant, Director or Employee, or because of a change from providing services to the Company to
an Affiliate or vice versa or from one Affiliate to another, provided that there is no interruption or termination of the Participant’s
service between such changes.


 


11.5.   Deferral; Dividend Equivalents. The
Committee shall be authorized to establish procedures pursuant to which the payment of any Award may be deferred in accordance with the
requirements of Section 409A of the Code. Subject to the provisions of the Plan and any Award Agreement, the recipient of an Award
(including any deferred Award) other than an Option or Stock Appreciation Right may, if so determined by the Committee, be entitled to
receive cash, stock or other property dividends, or cash payments in amounts equivalent to cash, stock or other property dividends on
Shares (“Dividend Equivalents”) with respect to the number of Shares covered by the Award, as determined by the Committee,
in its sole discretion. The Committee may provide that such amounts and Dividend Equivalents (if any) shall be deemed to have been credited
or accumulated and reinvested in additional Shares or otherwise reinvested. Notwithstanding the foregoing, Dividend Equivalents shall
at all times be subject to restrictions and risk of forfeiture to the same extent as the underlying Award and shall not be paid unless
and until the underlying Award vests.


 


12.          MISCELLANEOUS


 


12.1.   Tax Withholding. The Company shall
have the right to make all payments or distributions pursuant to the Plan to a Participant (or a Permitted Assignee thereof) (any such
person, a “Payee”) net of any applicable federal, state and local taxes required to be paid or withheld as a result of (a) the
grant of any Award, (b) the exercise of an Option or Stock Appreciation Right, (c) the delivery of Shares or cash, (d) the
lapse of any restrictions in connection with any Award or (e) any other event occurring pursuant to the Plan. The Company or any
Affiliate shall have the right to withhold from wages or other amounts otherwise payable to such Payee such withholding taxes as may be
required by law, or to otherwise require the Payee to pay such withholding taxes. If the Payee shall fail to make such tax payments as
are required, the Company or its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment
of any kind otherwise due to such Payee or to take such other action as may be necessary to satisfy such withholding obligations. The
Committee shall be authorized to establish procedures for election by Participants to satisfy such obligation for the payment of such
taxes by tendering previously acquired Shares (either actually or by attestation, valued at their then Fair Market Value), or by directing
the Company to retain Shares (up to the Participant’s maximum required tax withholding rate or such other lesser rate that will
not cause an adverse accounting consequence or cost) otherwise deliverable in connection with the Award, subject to the discretion of
the Committee. The Committee may also require (i) Awards to be subject to mandatory share withholding up to the required withholding
amount or (ii) the Company’s tax withholding obligation to be satisfied, in whole or in part, by an arrangement whereby a certain
number of Shares issued pursuant to any Award are immediately sold and proceeds from such sale are remitted to the Company in an amount
that would satisfy the withholding amount due. For purposes of share withholding, the Fair Market Value of withheld shares shall be determined
in the same manner as the value of shares includible in income of the grantees.


 






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12.2.   Right of Discharge Reserved; Claims
to Awards. Nothing in the Plan nor the grant of an Award hereunder shall confer upon any Employee, Director or Consultant the
right to continue in the employment or service of the Company or any Affiliate or affect any right that the Company or any Affiliate
may have to terminate the employment or service of (or to demote or to exclude from future Awards under the Plan) any such Employee,
Director or Consultant at any time for any reason. Except as specifically provided by the Committee, the Company shall not be liable
for the loss of existing or potential profit from an Award granted in the event of termination of an employment or other
relationship. No Employee, Director or Consultant shall have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Employees, Directors or Consultants under the Plan.


 


12.3.   Prospective Recipient. The prospective
recipient of any Award under the Plan shall not, with respect to such Award, be deemed to have become a Participant, or to have any rights
with respect to such Award, until and unless such recipient shall have executed an agreement or other instrument evidencing the Award
and delivered a copy thereof to the Company, and otherwise complied with the then applicable terms and conditions.


 


12.4.   Substitute Awards. Notwithstanding
any other provision of the Plan, the terms of Substitute Awards may vary from the terms set forth in the Plan to the extent the Committee
deems appropriate to conform, in whole or in part, to the provisions of the awards in substitution for which they are granted.


 


12.5.   Cancellation of Award; Forfeiture of Gain.


 


(a)           Notwithstanding
anything to the contrary contained herein, an Award Agreement may provide that the Award shall be canceled if the Participant, without
the consent of the Company, while employed by, or providing services to, the Company or any Affiliate or after termination of such employment
or services, establishes a relationship with a competitor of the Company or any Affiliate or engages in activity that is in conflict with
or adverse to the interest of the Company or any Affiliate (including conduct contributing to any financial restatements or financial
irregularities), as determined by the Committee in its sole discretion. The Committee may provide in an Award Agreement that, if within
the time period specified in the Award Agreement, the Participant establishes a relationship with a competitor or engages in an activity
referred to in the preceding sentence, the Participant will forfeit any gain realized on the vesting or exercise of the Award and must
repay such gain to the Company. For purposes of this section, the term “competitor” shall mean any business of the same nature
as, or in competition with, the business in which the Company or an Affiliate is now engaged, or in which Company or Affiliate becomes
engaged during the term of a Participant’s employment, consultancy or service on the Board, or which is involved in science or technology,
which is similar to the Company’s or an Affiliate’s science or technology; provided, however, that a Participant shall not
be deemed to have established a relationship or engaged in a competitive activity due to the ownership of 2% or less of the shares of
a public company that would otherwise be a competitor so long as the Participant does not actively participate in the management of such
company.


 


(b)           In
the event the Participant ceases to be employed by, or provide services to, the Company or an Affiliate on account of a termination for
Cause (as defined below), any Award held by the Participant shall terminate as of the date the Participant ceases to be employed by, or
provide services to, the Company or the Affiliate unless the Committee notifies the Participant that his or her Award(s) will not terminate.
In addition, notwithstanding any other provisions of this Section 12.5, if, after an Award is made, or an Option or a Stock Appreciation
Right is exercised, after the act or omission of the Participant that defines the termination as a termination for Cause, but before the
Company determines that termination is for Cause, such Award, or exercise, as the case may be, will be void ab initio and reversed
by the parties. In the event a Participant’s employment or services is terminated for Cause, in addition to the immediate termination
of all Awards, the Participant shall automatically forfeit all Shares underlying any exercised portion of an Option for which the Company
has not yet delivered the share certificates, upon refund by the Company of the option price paid by the Participant for such Shares.
Notwithstanding the foregoing, this provision is not intended to, and shall be interpreted in a manner that does not, limit or restrict
the Participant from exercising any legally protected whistleblower rights (including pursuant to Rule 21F under the Exchange Act).


 


(c)           For
purposes of this Section 12.5, “Cause” shall mean, unless otherwise provided in an Award Agreement or another agreement
between the Participant and the Company or an Affiliate or a plan maintained by the Company or an Affiliate in which the Participant
participates, a determination by the Committee that the Participant has (i) materially breached his or her employment or
service contract with the Company, (ii) been engaged in disloyalty to the Company or an Affiliate, including, without
limitation, fraud, embezzlement, theft, commission of a felony or proven dishonesty in the course of his or her employment or
service, which will materially harm the interests of the Company or the Affiliate (iii) disclosed trade secrets or confidential
information of the Company to persons not entitled to receive such information, (iv) breached any written noncompetition or
nonsolicitation agreement between the Participant and the Company or an Affiliate in a manner which the Committee determines will
cause material harm to the interests of the Company or an Affiliate, or (v) engaged in such other behavior materially
detrimental to the interests of the Company, in each case as the Committee determines.


 






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(d)           Further,
this provision also applies to any policy adopted by any exchange on which the securities of the Company are listed pursuant to Section 10D
of the Exchange Act. To the extent any such policy requires the repayment of incentive-based compensation received by a Participant,
whether paid pursuant to an Award granted under this Plan or any other plan of incentive-based compensation maintained in the past
or adopted in the future by the Company, by accepting an Award under this Plan, the Participant agrees to the repayment of such amounts
to the extent required by such policy and applicable law.


 


12.6.   Stop Transfer Orders. All certificates
for Shares delivered under the Plan pursuant to any Award 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, and any applicable federal or state 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.


 


12.7.   Nature of Payments. All Awards made
pursuant to the Plan are in consideration of services performed or to be performed for the Company or any Affiliate, division or business
unit of the Company. Any income or gain realized pursuant to Awards under the Plan constitutes a special incentive payment to the Participant
and shall not be taken into account, to the extent permissible under applicable law, as compensation for purposes of any of the employee
benefit plans of the Company or any Affiliate except as may be determined by the Committee or by the Board or board of directors of the
applicable Affiliate.


 


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


 


12.9.   Severability. The provisions of the
Plan shall be deemed severable. If any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable in whole or
in part by a court of competent jurisdiction or by reason of a change in a law or regulation, such provision shall (a) be deemed
limited to the extent that such court of competent jurisdiction deems it lawful, valid and/or enforceable and as so limited shall remain
in full force and effect, and (b) not affect any other provision of the Plan or part thereof, each of which shall remain in full
force and effect. If the making of any payment or the provision of any other benefit required under the Plan shall be held unlawful or
otherwise invalid or unenforceable by a court of competent jurisdiction, such unlawfulness, invalidity or unenforceability shall not prevent
any other payment or benefit from being made or provided under the Plan, and if the making of any payment in full or the provision of
any other benefit required under the Plan in full would be unlawful or otherwise invalid or unenforceable, then such unlawfulness, invalidity
or unenforceability shall not prevent such payment or benefit from being made or provided in part, to the extent that it would not be
unlawful, invalid or unenforceable, and the maximum payment or benefit that would not be unlawful, invalid or unenforceable shall be made
or provided under the Plan.


 


12.10. Construction. As used in the Plan,
the words “include” and “including” and variations thereof, shall not be deemed to be terms of limitation,
but rather shall be deemed to be followed by the words “without limitation.”


 


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


 


12.12. Governing Law. The Plan and all determinations
made and actions taken thereunder, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed
by the laws of the State of Michigan, without reference to principles of conflict of laws, and construed accordingly.


 


12.13. Effective Date of Plan; Termination
of Plan. The Plan shall be effective on the date of the approval of the Plan by the holders of the shares entitled to vote at a
duly constituted meeting of the shareholders of the Company (the “Effective Date”). Awards may be granted under the Plan
at any time and from time to time on or prior to the tenth anniversary of the Effective Date, on which date the Plan will expire
except as to Awards then outstanding under the Plan, and no grants of Incentive Stock Options may be made hereunder after the tenth
anniversary of the date the Plan is most recently approved by the Board. Such outstanding Awards shall remain in effect until they
have been exercised or terminated, or have expired.


 






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12.14. Foreign Employees and Consultants.
Awards may be granted to Participants who are foreign nationals or employed or providing services outside the United States, or both,
on such terms and conditions different from those applicable to Awards to Employees, Directors or Consultants employed or providing services
in the United States as may, in the judgment of the Committee, be necessary or desirable in order to recognize differences in local law
or tax policy. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company’s
obligation with respect to tax equalization for Employees, Directors or Consultants on assignments outside their home country.


 


12.15. Compliance with Section 409A of
the Code. This Plan is intended to comply and shall be administered in a manner that is intended to be exempt from or comply with
Section 409A of the Code and shall be construed and interpreted in accordance with such intent. To the extent that an Award or the
payment, settlement or deferral thereof is subject to Section 409A of the Code, the Award shall be granted, paid, settled or deferred
in a manner that will comply with Section 409A of the Code, including regulations or other guidance issued with respect thereto,
except as otherwise determined by the Committee. Any provision of this Plan that would cause the grant of an Award or the payment, settlement
or deferral thereof to fail to satisfy Section 409A of the Code shall be amended to comply with Section 409A of the Code on
a timely basis, which may be made on a retroactive basis, in accordance with regulations and other guidance issued under Section 409A
of the Code.


 


Should any payments made in accordance with the
Plan to a specified employee, as defined by Section 409A of the Code, be determined to be payments from a nonqualified deferred compensation
plan, as defined by Section 409A of the Code, and are payable in connection with a Participant’s Separation from Service (as
defined below), that are not exempt from Section 409A of the Code as a short-term deferral or otherwise, these payments, to the
extent otherwise payable within six (6) months after the Participant’s date of Separation from Service, will be paid in a lump
sum on the earlier of the date that is six (6) months after the Participant’s date of Separation from Service or the date of
the Participant’s death, to the extent necessary in order to avoid the imposition of taxes under Section 409A of the Code.
For purposes of the Plan, a “Separation from Service” means an anticipated permanent reduction in a Participant’s level
of bona fide services to twenty percent (20%) or less of the average level of bona fide services performed by a Participant over the immediately
preceding thirty-six (36) month period. For purposes of Section 409A of the Code, the payments to be made to a Participant
in accordance with this Plan shall be treated as a right to a series of separate payments.


 


12.16. Captions. The captions in the Plan
are for convenience of reference only, and are not intended to narrow, limit or affect the substance or interpretation of the provisions
contained herein.


 


12.17. Clawback Policy. Awards under the
Plan shall be subject to the Company’s clawback policy, as in effect from time to time.


 






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