Exhibit 10.1


 


FIRST INTERNET BANCORP

2022 EQUITY INCENTIVE PLAN


 


1.             Purpose.
The purpose of the First Internet Bancorp 2022 Equity Incentive Plan (the “Plan”) is to attract and retain the best available
personnel for positions of responsibility with the Company, to provide additional incentives to them and align their interests with those
of the Company’s shareholders, and to thereby promote the Company’s long-term business success.


 


2.             Definitions.
In this Plan, the following definitions will apply.


 


(a)            “Affiliate”
means any entity that is a Subsidiary or Parent of the Company, or any other entity in which the Company owns, directly or indirectly,
at least 50% of combined voting power of the entity’s Voting Securities and which is designated by the Committee as covered by
the Plan.


 


(b)            “Agreement”
means the written or electronic agreement, notice or other document containing the terms and conditions applicable to each Award granted
under the Plan, including all amendments thereto. An Agreement is subject to the terms and conditions of the Plan.


 


(c)            “Award”
means a grant made under the Plan in the form of Options, Stock Appreciation Rights, Restricted Stock, Stock Units or an Other Stock-Based
Award.


 


(d)            “Board”
means the Board of Directors of the Company.


 


(e)            “Cause”
means what the term is expressly defined to mean in a then-effective written agreement (including an Agreement) between a Participant
and the Company or any Affiliate, or in the absence of any such then-effective agreement or definition, a Participant’s (i) embezzlement
or misappropriation of Company funds or property, (ii) failure to comply, as determined by the Company, with any applicable confidentiality,
noncompetition or data security agreement or obligation, (iii) failure to comply, as determined by the Company, with any applicable
Company policy; (iv) ongoing failure to perform satisfactorily the duties reasonably required of the Participant by the Company
(other than by reason of Disability); (ii) material violation of any law, rule, regulation, court order or regulatory directive
(other than traffic violations, misdemeanors or other minor offenses); (iii) material breach of the Company’s business conduct
or ethics code or of any fiduciary duty or nondisclosure, non-solicitation, non-competition or similar obligation owed to the Company
or any Affiliate, or any applicable Company policy; (iv) engaging in any act or practice that involves personal dishonesty on the
part of the Participant or demonstrates a willful and continuing disregard for the best interests of the Company and its Affiliates;
or (v) engaging in dishonorable or disruptive behavior, practices or acts which would be reasonably expected to harm or bring disrepute
to the Company or any of its Affiliates, their business or any of their customers, employees or vendors.


 


(f)            “Change
in Control” means one of the following:


 


(1)            An
Exchange Act Person becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the
Company representing more than 30% or more of the combined voting power of the Company’s then outstanding Voting Securities, except
that the following will not constitute a Change in Control:


 


(A)            any
acquisition of securities of the Company by an Exchange Act Person from the Company for the purpose of providing financing to the Company;


 


(B)            any
acquisition by a Person who, within the last 12-month period, already held beneficial ownership of thirty percent (30%) or more of that
combined voting power;


 


(C)            any
acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege);


 


(D)            any
formation of a Group consisting solely of beneficial owners of the Company’s Voting Securities as of the effective date of this
Plan;


 


(E)            any
acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the
Company;


 


(F)            any
repurchase or other acquisition by the Company of its Voting Securities; or


 


(G)            with
respect to any particular Participant, any acquisition of securities of the Company by the Participant, any Group including the Participant,
or any entity controlled by the Participant or a Group including the Participant.


 






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If, however, an Exchange Act Person or Group
referenced in clause (A), (B) or (C) above acquires beneficial ownership of additional Company Voting Securities after initially
becoming the beneficial owner of more than 30% of the combined voting power of the Company’s Voting Securities by one of the means
described in those clauses, then a Change in Control will be deemed to have occurred. Furthermore, a Change in Control will occur if
a Person becomes the beneficial owner of more than 30% of the Company’s Voting Securities as the result of a Corporate Transaction
only if the Corporate Transaction is itself a Change in Control pursuant to subsection 2(f)(3).


 


(2)            Individuals
who are Continuing Directors cease for any reason to constitute at least 55% of the members of the Board.


 


(3)            A
Corporate Transaction is consummated, unless, immediately following such Corporate Transaction, all or substantially all of the individuals
and entities who were the beneficial owners of the Company’s Voting Securities immediately prior to such Corporate Transaction
beneficially own, directly or indirectly, more than 30% of the combined voting power of the then outstanding Voting Securities of the
surviving or acquiring entity resulting from such Corporate Transaction (including beneficial ownership through any Parent of such entity)
in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Company’s Voting
Securities.


 


Notwithstanding the foregoing, to the extent
that any Award constitutes a deferral of compensation subject to Code Section 409A, and if that Award provides for a change in the
time or form of payment upon a Change in Control, then no Change in Control shall be deemed to have occurred upon an event described
in this Section 2(f) unless the event would also constitute a change in ownership or effective control of, or a change in the
ownership of a substantial portion of the assets of, the Company under Code Section 409A.


 


(g)            “Code”
means the Internal Revenue Code of 1986, as amended and in effect from time to time. For purposes of the Plan, references to sections
of the Code shall be deemed to include any applicable regulations thereunder and any successor or similar statutory provisions.


 


(h)            “Code
Section 409A” means Section 409A of the Code, and the regulations and guidance promulgated thereunder.


 


(i)             “Committee”
means two or more Non-Employee Directors designated by the Board to administer the Plan under Section 3, each member of which shall
be (i) an independent director within the meaning of applicable stock exchange rules and regulations and (ii) a non-employee
director within the meaning of Exchange Act Rule 16b-3. The Committee shall be the Compensation Committee of the Board unless otherwise
specified by the Board.


 


(j)            “Company”
means First Internet Bancorp, an Indiana corporation, and any successor thereto.


 


(k)            “Continuing
Director” means an individual (i) who is, as of the effective date of the Plan, a director of the Company, or (ii) who
becomes a director of the Company after the effective date hereof and whose initial election, or nomination for election by the Company’s
shareholders, was approved by at least a majority of the then Continuing Directors, but excluding, for purposes of this clause (ii),
an individual whose initial assumption of office occurs as the result of an actual or threatened “Election Contest” (defined
as any solicitation subject to Rules 14a-1 to 14a-10 promulgated under the Exchange Act by any person or Group for the purpose of
opposing a solicitation subject to Rules 14a-1 to 14a-10 by any other person or Group with respect to the election or removal of
directors at any annual or special meeting of shareholders of the Company) or other actual or threatened solicitation of proxies or consents
by or on behalf of a person or Group other than the Board (a “Proxy Contest”), including by reason of any agreement intended
to avoid or settle any Election Contest or Proxy Contest.


 


(l)            “Corporate
Transaction” means (i) a sale or other disposition of all or substantially all of the assets of the Company, or (ii) a
merger, consolidation, share exchange or similar transaction involving the Company, regardless of whether the Company is the surviving
entity.


 


(m)            “Disability”
means (A) any permanent and total disability under any long-term disability plan or policy of the Company or its Affiliates that
covers the Participant, or (B) if there is no such long-term disability plan or policy, “total and permanent disability”
within the meaning of Code Section 22(e)(3).


 


(n)            “Employee”
means an employee of the Company or an Affiliate.


 


(o)            “Exchange
Act” means the Securities Exchange Act of 1934, as amended and in effect from time to time.


 


(p)            “Exchange
Act Person” means any natural person, entity or Group other than (i) the Company or any Affiliate; (ii) any employee
benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate; (iii) an underwriter temporarily holding
securities in connection with a registered public offering of such securities; or (iv) an entity whose Voting Securities are beneficially
owned by the beneficial owners of the Company’s Voting Securities in substantially the same proportions as their beneficial ownership
of the Company’s Voting Securities.


 






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(q)            “Fair
Market Value” means the fair market value of a Share determined as follows:


 


(1)            If
the Shares are readily tradable on an established securities market (as determined under Code Section 409A), then Fair Market Value
will be the closing sales price for a Share on the principal securities market on which it trades on the date for which it is being determined,
or if no sale of Shares occurred on that date, on the next preceding date on which a sale of Shares occurred, as reported in The Wall
Street Journal or such other source as the Committee deems reliable; or


 


(2)            If
the Shares are not then readily tradable on an established securities market (as determined under Code Section 409A), then Fair
Market Value will be determined by the Committee as the result of a reasonable application of a reasonable valuation method that satisfies
the requirements of Code Section 409A.


 


(r)             “Full
Value Award” means an Award other than an Option Award or Stock Appreciation Right Award.


 


(s)            “Global
Service Provider” means a Service Provider who is located outside of the United States, who is not compensated from a payroll maintained
in the United States, or who is otherwise subject to (or could cause the Company to be subject to) legal, tax or regulatory requirements
of countries outside of the United States.


 


(t)            “Grant
Date” means the date on which the Committee approves the grant of an Award under the Plan, or such later date as may be specified
by the Committee on the date the Committee approves the Award.


 


(u)            “Group”
means two or more persons who act, or agree to act together, as a partnership, limited partnership, syndicate or other group for the
purpose of acquiring, holding, voting or disposing of securities of the Company.


 


(v)            “Non-Employee
Director” means a member of the Board who is not an Employee.


 


(w)            “Option”
means a right granted under the Plan to purchase a specified number of Shares at a specified price. An “Incentive Stock Option”
or “ISO” means any Option designated as such and granted in accordance with the requirements of Code Section 422. A
 “Non-Qualified Stock Option” or “NQSO” means an Option other than an Incentive Stock Option.


 


(x)            “Other
Stock-Based Award” means an Award described in Section 11 of this Plan.


 


(y)            “Parent”
means a “parent corporation,” as defined in Code Section 424(e).


 


(z)            “Participant”
means a Service Provider to whom a then-outstanding Award has been granted under the Plan.


 


(aa)          “Performance-Based
Compensation” means an Award that is intended to constitute “performance-based compensation” and is awarded under Sections
6(g) and 17.


 


(bb)          “Plan”
means this First Internet Bancorp 2022 Equity Incentive Plan, as amended and in effect from time to time.


 


(cc)          “Prior
Plan” means the First Internet Bancorp 2013 Equity Incentive Plan.


 


(dd)         “Restricted
Stock” means Shares issued to a Participant that are subject to such restrictions on transfer, vesting conditions and other restrictions
or limitations as may be set forth in this Plan and the applicable Agreement.


 


(ee)          “Retirement”
means any termination of a Participant’s Service, other than for Cause, occurring at or after age 65.


 


(ff)           “Service”
means the provision of services by a Participant to the Company or any Affiliate in any Service Provider capacity. A Service Provider’s
Service shall be deemed to have terminated either upon an actual cessation of providing services to the Company or any Affiliate or upon
the entity to which the Service Provider provides services ceasing to be an Affiliate. Except as otherwise provided in this Plan or any
Agreement, Service shall not be deemed terminated in the case of (i) any approved leave of absence; (ii) transfers among the
Company and any Affiliates in any Service Provider capacity; or (iii) any change in status so long as the individual remains in
the service of the Company or any Affiliate in any Service Provider capacity.


 


(gg)          “Service
Provider” means an Employee, a Non-Employee Director, or any natural person who is a consultant or advisor, or is employed by a
consultant or advisor retained by the Company or any Affiliate, and who provides services (other than in connection with (i) a capital-raising
transaction or (ii) promoting or maintaining a market in Company securities) to the Company or any Affiliate.


 


(hh)          “Share”
means a share of Stock.


 


(ii)            “Stock”
means the common stock, no par value per Share, of the Company.


 






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(jj)            “Stock
Appreciation Right” or “SAR” means the right to receive, in cash and/or Shares as determined by the Committee, an amount
equal to the appreciation in value of a specified number of Shares between the Grant Date of the SAR and its exercise date.


 


(kk)          “Stock
Unit” means a right to receive, in cash and/or Shares as determined by the Committee, the Fair Market Value of a Share, subject
to such restrictions on transfer, vesting conditions and other restrictions or limitations as may be set forth in this Plan and the applicable
Agreement.


 


(ll)            “Subsidiary”
means a “subsidiary corporation,” as defined in Code Section 424(f), of the Company.


 


(mm)         “Substitute
Award” means an Award granted upon the assumption of, or in substitution or exchange for, outstanding awards granted by a company
or other entity acquired by the Company or any Affiliate or with which the Company or any Affiliate combines. The terms and conditions
of a Substitute Award may vary from the terms and conditions set forth in the Plan to the extent that the Committee at the time of the
grant may deem appropriate to conform, in whole or in part, to the provisions of the award in substitution for which it has been granted.


 


(nn)         “Voting
Securities” of an entity means the outstanding equity securities (or comparable equity interests) entitled to vote generally in
the election of directors of such entity.


 


3.            Administration
of the Plan.


 


(a)            Administration.
The authority to control and manage the operations and administration of the Plan shall be vested in the Committee in accordance with
this Section.


 


(b)            Scope
of Authority. Subject to the terms of the Plan, the Committee shall have the authority, in its discretion, to take such actions as
it deems necessary or advisable to administer the Plan, including:


 


(1)            determining
the Service Providers to whom Awards will be granted, the timing of each such Award, the type of and the number of Shares or amount of
cash covered by each Award, the terms, conditions, performance criteria, restrictions and other provisions of Awards, and the manner
in which Awards are paid or settled;


 


(2)            cancelling
or suspending an Award, accelerating the vesting (in the case of death or Disability) or extending the exercise period of an Award, or
otherwise amending the terms and conditions of any outstanding Award, subject to the requirements of Sections 6(b), 15(d) and 15(e);


 


(3)            adopting
sub-plans or special provisions applicable to Awards, establishing, amending or rescinding rules to administer the Plan, interpreting
the Plan and any Award or Agreement, reconciling any inconsistency, correcting any defect or supplying an omission or reconciling any
inconsistency in the Plan or any Agreement, and making all other determinations necessary or desirable for the administration of the
Plan;


 


(4)            granting
Substitute Awards under the Plan;


 


(5)            taking
such actions as are provided in Section 3(c) with respect to Awards to Global Service Providers; and


 


(6)            requiring
or permitting the deferral of the settlement of an Award, and establishing the terms and conditions of any such deferral.


 


(c)            Awards
to Global Service Providers. The Committee may grant Awards to Global Service Providers, on such terms and conditions different from
those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to comply with applicable foreign laws
and regulatory requirements and to promote achievement of the purposes of the Plan. In connection therewith, the Committee may establish
such subplans or annexes to Award Agreements and modify exercise procedures and other Plan rules and procedures to the extent such
actions are deemed necessary or desirable, and may take any other action that it deems advisable to obtain local regulatory approvals
or to comply with any necessary local governmental regulatory exemptions.


 


(d)            Acts
of the Committee; Delegation. A majority of the members of the Committee shall constitute a quorum for any meeting of the Committee,
and any act of a majority of the members present at any meeting at which a quorum is present or any act unanimously approved in writing
by all members of the Committee shall be the act of the Committee. Any such action of the Committee shall be valid and effective even
if one or more members of the Committee at the time of such action are later determined not to have satisfied all of the criteria for
membership in clauses (i) and (ii) of Section 2(i). To the extent not inconsistent with applicable law or stock exchange
rules, the Committee may delegate all or any portion of its authority under the Plan to any one or more of its members or, as to Awards
to Participants who are not subject to Section 16 of the Exchange Act, to one or more directors or executive officers of the Company
or to a committee of the Board comprised of one or more directors of the Company. The Committee may also delegate non-discretionary administrative
responsibilities in connection with the Plan to such other persons as it deems advisable.


 






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(e)            Finality
of Decisions. The Committee’s interpretation of the Plan and of any Award or Agreement made under the Plan and all related
decisions or resolutions of the Board or Committee shall be final and binding on all parties with an interest therein.


 


(f)            Indemnification.
Each person who is or has been a member of the Committee or of the Board, and any other person to whom the Committee delegates authority
under the Plan, shall be indemnified by the Company, to the maximum extent permitted by law, against liabilities and expenses imposed
upon or reasonably incurred by such person in connection with or resulting from any claims against such person by reason of the performance
of the individual’s duties under the Plan. This right to indemnification is conditioned upon such person providing the Company
an opportunity, at the Company’s expense, to handle and defend the claims before such person undertakes to handle and defend them
on such person’s own behalf. The Company will not be required to indemnify any person for any amount paid in settlement of a claim
unless the Company has first consented in writing to the settlement. The foregoing right of indemnification shall not be exclusive of
any other rights of indemnification to which such person or persons may be entitled under the Company’s Certificate of Incorporation
or Bylaws, as a matter of law, or otherwise.


 


4.             Shares
Available Under the Plan.


 


(a)            Maximum
Shares Available. Subject to Section 4(b) and to adjustment as provided in Section 12(a), the number of Shares
that may be the subject of Awards and issued under the Plan shall be (x) 400,000(1),
plus (y) any Shares of Stock remaining available for future grants under the Prior Plan on the effective date of this Plan. No
further awards may be made under the Prior Plan after the effective date of this Plan. Shares issued under the Plan may come from authorized
and unissued shares or treasury shares. In determining the number of Shares to be counted against this share reserve in connection with
any Award, the following rules shall apply:


 


(1)            Shares
that are subject to Awards of Options or Stock Appreciation Rights shall be counted against the share reserve as one Share for every
one Share granted.


 


(2)            Shares
that are subject to Full Value Awards shall be counted against the share reserve as one Share for every one Share granted.


 


(3)            Where
the number of Shares subject to an Award is variable on the Grant Date, the number of Shares to be counted against the share reserve
shall be the maximum number of Shares that could be received under that particular Award, until such time as it can be determined that
only a lesser number of shares could be received.


 


(4)            Where
two or more types of Awards are granted to a Participant in tandem with each other, such that the exercise of one type of Award with
respect to a number of Shares cancels at least an equal number of Shares of the other, the number of Shares to be counted against the
share reserve shall be the largest number of Shares that would be counted against the share reserve under either of the Awards.


 


(5)            Shares
subject to Substitute Awards shall not be counted against the share reserve, nor shall they reduce the Shares authorized for grant to
a Participant in any calendar year.


 


(6)            Awards
that may be settled solely in cash shall not be counted against the share reserve, nor shall they reduce the Shares authorized for grant
to a Participant in any calendar year.


 


(b)            Effect
of Forfeitures and Other Actions. Any Shares subject to an Award, or to an award granted under the Prior Plan that is outstanding
on the effective date of this Plan (a “Prior Plan Award”), that expires, is cancelled or forfeited or is settled for cash
shall, to the extent of such cancellation, forfeiture, expiration or cash settlement, again become available for Awards under this Plan,
and the share reserve under Section 4(a) shall be correspondingly replenished as provided in Section 4(c) below.
The following Shares shall not, however, again become available for Awards or replenish the share reserve under Section 4(a): (i) Shares
tendered (either actually or by attestation) by the Participant or withheld by the Company in payment of the exercise price of a stock
option issued under this Plan or the Prior Plan, (ii) Shares tendered (either actually or by attestation) by the Participant or
withheld by the Company to satisfy any tax withholding obligation with respect to an award under this Plan or the Prior Plan, (iii) Shares
repurchased by the Company with proceeds received from the exercise of a stock option issued under this Plan or the Prior Plan, and (iv) Shares
subject to a stock appreciation right award issued under this Plan or the Prior Plan that are not issued in connection with the stock
settlement of that award upon its exercise.


 


(c)            Counting
Shares Again Available. Each Share that again becomes available for Awards as provided in Section 4(b) shall correspondingly
increase the share reserve under Section 4(a), with such increase based on the same share ratio by which the applicable share reserve
was decreased upon the grant of the applicable award.


 





 



(1)
As amended May 2, 2022.


 






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(d)            Effect
of Plans Operated by Acquired Companies. If a company acquired by the Company or any Subsidiary or with which the Company or any
Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such
acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent
appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine
the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards
under the Plan and shall supplement the Share reserve under Section 4(a). Awards using such available shares shall not be made after
the date awards or grants could have been made under the terms of the pre-existing plan absent the acquisition or combination, and shall
only be made to individuals who were not Employees or Non-Employee Directors prior to such acquisition or combination.


 


(e)            No
Fractional Shares. Unless otherwise determined by the Committee, the number of Shares subject to an Award shall always be a whole
number. No fractional Shares may be issued under the Plan, but the Committee may, in its discretion, adopt any rounding convention it
deems suitable or pay cash in lieu of any fractional Share in settlement of an Award.


 


(f)            Limits
on Awards to Non-Employee Directors. The aggregate grant date fair value (as determined in accordance with generally accepted accounting
principles applicable in the United States) of all Awards granted during any calendar year to any Non-Employee Director (excluding any
Awards granted at the election of a Non-Employee Director in lieu of all or any portion of retainers or fees otherwise payable to Non-Employee
Directors in cash) with respect to such individual’s Service as a Non-Employee Director shall not exceed $300,000.


 


5.             Eligibility.
Participation in the Plan is limited to Service Providers. Incentive Stock Options may only be granted to Employees who are not Global
Service Providers.


 


6.             General
Terms of Awards.


 


(a)            Award
Agreement. Each Award shall be evidenced by an Agreement setting forth the amount of the Award together with such other terms and
conditions applicable to the Award (and not inconsistent with the Plan) as determined by the Committee. An Award to a Participant may
be made singly or in combination with any form of Award. Two types of Awards may be made in tandem with each other such that the exercise
of one type of Award with respect to a number of Shares reduces the number of Shares subject to the related Award by at least an equal
amount.


 


(b)            Vesting
and Term. Each Agreement shall set forth the period until the applicable Award is scheduled to vest and, if applicable, expire (which
shall not be more than ten years from the Grant Date), and, consistent with the requirements of this Section 6, the applicable vesting
conditions and any applicable performance period. Awards that vest based solely on the satisfaction by the Participant of service-based
vesting conditions shall be subject to a vesting period of not less than one year from the applicable Grant Date (during which no portion
of the award may be scheduled to vest), and Awards whose grant or vesting is subject to the satisfaction of performance goals over a
performance period shall be subject to a performance period of not less than one year. The foregoing minimum vesting and performance
periods will not, however, apply in connection with: (i) a Change in Control as provided in Section 12(b)(2) or 12(c),
(ii) a termination of Service due to death or Disability, (iii) to a Substitute Award that does not reduce the vesting period
of the award being replaced, (iv) Awards made in payment of or exchange for other compensation already earned and payable, and (v) outstanding,
exercised and settled Awards involving an aggregate number of Shares not in excess of 5% of the Plan’s share reserve specified
in Section 4(a). For purposes of Awards to Non-Employee Directors, a vesting period will be deemed to be one year if it runs from
the date of one annual meeting of the Company’s shareholders to the date of the next annual meeting of the Company’s shareholders.
Unless the Committee provides otherwise, the vesting of Awards granted hereunder will be suspended during any unpaid leave of absence.


 


(c)            Transferability.
Except as provided in this Section 6(c), (i) during the lifetime of a Participant, only the Participant or the Participant’s
guardian or legal representative may exercise an Option or SAR, or receive payment with respect to any other Award; and (ii) no
Award may be sold, assigned, transferred, exchanged or encumbered, voluntarily or involuntarily, other than by will or the laws of descent
and distribution. Any attempted transfer in violation of this Section 6(c) shall be of no effect. The Committee may, however,
provide in an Agreement or otherwise that an Award (other than an Incentive Stock Option) may be transferred pursuant to a domestic relations
order or may be transferable by gift to any “family member” (as defined in General Instruction A.1(a)(5) to Form S-8
under the Securities Act of 1933) of the Participant. Any Award held by a transferee shall continue to be subject to the same terms and
conditions that were applicable to that Award immediately before the transfer thereof. For purposes of any provision of the Plan relating
to notice to a Participant or to acceleration or termination of an Award upon the death or termination of Service of a Participant, the
references to “Participant” shall mean the original grantee of an Award and not any transferee.


 






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(d)            Designation
of Beneficiary. To the extent permitted by the Committee, a Participant may designate a beneficiary or beneficiaries to exercise
any Award or receive a payment under any Award that is exercisable or payable on or after the Participant’s death. Any such designation
shall be on a form approved by the Company and shall be effective upon its receipt by the Company. If no beneficiary designation is in
effect at the time of the Participant’s death or if the designated beneficiary is not living at the time of the Participant’s
death or shall die prior to payment, then payments due thereafter shall be made to the Participant’s spouse, and if none, the Participant’s
children, per stirpes, and if none, the Participant’s estate.


 


(e)            Termination
of Service. Unless otherwise provided in an applicable Agreement or another then-effective written agreement between a Participant
and the Company, and subject to Section 12 of this Plan, if a Participant’s Service with the Company and all of its Affiliates
terminates, the following provisions shall apply (in all cases subject to the scheduled expiration of an Option or SAR Award, as applicable):


 


(1)            Upon
termination of Service for Cause, or upon conduct during a post-termination exercise period that would constitute Cause, all unexercised
Option and SAR Awards and all unvested portions of any other outstanding Awards shall be immediately forfeited without consideration.


 


(2)            Upon
termination of Service for any other reason, all unvested and unexercisable portions of any outstanding Awards shall be immediately forfeited
without consideration.


 


(3)            Upon
termination of Service for any reason other than Cause, death, Disability or Retirement, the currently vested and exercisable portions
of Option and SAR Awards may be exercised for a period of three months after the date of such termination. However, if a Participant
thereafter dies during such three-month period, the vested and exercisable portions of the Option and SAR Awards may be exercised for
a period of one year after the date of such termination.


 


(4)            Upon
termination of Service due to death, Disability or Retirement, the currently vested and exercisable portions of Option and SAR Awards
may be exercised for a period of one year after the date of such termination.


 


(f)            Rights
as Shareholders. No Participant shall have any rights as a shareholder with respect to any Shares covered by an Award unless and
until the date the Participant becomes the holder of record of the Shares, if any, to which the Award relates.


 


(g)            Performance-Based
Awards. Any Award may be granted as Performance-Based Compensation if the Committee establishes one or more measures of corporate,
business unit or individual performance which must be attained, and the performance period over which the specified performance is to
be attained, as a condition to the grant, vesting, exercisability, lapse of restrictions and/or settlement in cash or Shares of such
Award. In connection with any such Award, the Committee shall determine the extent to which performance measures have been attained and
other applicable terms and conditions have been satisfied, and the degree to which the grant, vesting, exercisability, lapse of restrictions
and/or settlement of such Award has been earned. Any Performance-Based Compensation shall additionally be subject to the requirements
of Section 16 of this Plan. Except as provided in Section 16 with respect to Performance-Based Compensation, the Committee
shall also have the authority to provide, in an Agreement or otherwise, for the modification of a performance period and/or adjustments
to or waivers of the achievement of performance goals under specified circumstances such as (i) the occurrence of events that are
unusual in nature or infrequently occurring, such as a Change in Control, an equity restructuring (as described in Section 12(a)),
acquisitions, divestitures, restructuring activities, recapitalizations, or asset write-downs, (ii) a change in applicable tax laws
or accounting principles, or (iii) the Participant’s death or Disability.


 


(h)            Dividends
and Dividend Equivalents. No dividends, dividend equivalents or distributions will be paid with respect to Shares subject to an Option
or SAR Award. In its discretion, the Committee may provide in an Award Agreement for a Stock Unit Award or an Other Stock-Based Award
that the Participant will be entitled to receive dividend equivalents, based on dividends actually declared and paid on outstanding Shares,
on the units or other Share equivalents subject to Awards. Any dividends, dividend equivalents or distributions payable with respect
to Shares that are subject to the unvested portion of an Award will be subject to the same restrictions and risk of forfeiture as the
Shares to which such dividends or distributions relate. The additional terms of any such dividend equivalents will be as set forth in
the applicable Agreement, including the time and form of payment and whether such dividend equivalents will be credited with interest
or deemed to be reinvested in additional units or Share equivalents. Any Shares issued or issuable during the term of this Plan as the
result of the reinvestment of dividends or the deemed reinvestment of dividend equivalents in connection with an Award or a Prior Plan
Award shall be counted against, and replenish upon any subsequent forfeiture, the Plan’s share reserve as provided in Section 4.


 






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(i)            Deferrals
of Full Value Awards. The Committee may, in its discretion, permit or require the deferral by a Participant of the issuance of Shares
or payment of cash in settlement of any Full Value Award, subject to such terms, conditions, rules and procedures as it may establish
or prescribe for such purpose and with the intention of complying with the applicable requirements of Code Section 409A. The terms,
conditions, rules and procedures for any such deferral shall be set forth in writing in the relevant Agreement or in such other
agreement, plan or document as the Committee may determine, or some combination of such documents. The terms, conditions, rules and
procedures for any such deferral shall address, to the extent relevant, matters such as: (i) the amount of compensation that may
or must be deferred (or the method for calculating the amount); (ii) the permissible time(s) and form(s) of payment of
deferred amounts; (iii) the terms and conditions of any deferral elections by a Participant or of any deferral required by the Company;
and (iv) the crediting of interest or dividend equivalents on deferred amounts.


 


7.            Stock
Option Awards.


 


(a)            Type
and Exercise Price. The Agreement pursuant to which an Option Award is granted shall specify whether the Option is an Incentive Stock
Option or a Non-Qualified Stock Option. The exercise price at which each Share subject to an Option Award may be purchased shall be determined
by the Committee and set forth in the Agreement, and shall not be less than the Fair Market Value of a Share on the Grant Date, except
in the case of Substitute Awards (to the extent consistent with Code Section 409A and, in the case of Incentive Stock Options, Code
Section 424).


 


(b)            Payment
of Exercise Price. The purchase price of the Shares with respect to which an Option Award is exercised shall be payable in full at
the time of exercise. The purchase price may be paid in cash or in such other manner as the Committee may permit, including by payment
under a broker-assisted sale and remittance program, by withholding Shares otherwise issuable to the Participant upon exercise of the
Option or by delivery to the Company of Shares (by actual delivery or attestation) already owned by the Participant (in either case,
such Shares having a Fair Market Value as of the date the Option is exercised equal to the purchase price of the Shares being purchased).


 


(c)            Exercisability
and Expiration. Each Option Award shall be exercisable in whole or in part on the terms provided in the Agreement. No Option Award
shall be exercisable at any time after its scheduled expiration. When an Option Award is no longer exercisable, it shall be deemed to
have terminated.


 


(d)            Incentive
Stock Options.


 


(1)            An
Option Award will constitute an Incentive Stock Option Award only if the Participant receiving the Option Award is an Employee who is
not a Global Service Provider, and only to the extent that (i) it is so designated in the applicable Agreement and (ii) the
aggregate Fair Market Value (determined as of the Option Award’s Grant Date) of the Shares with respect to which Incentive Stock
Option Awards held by the Participant first become exercisable in any calendar year (under the Plan and all other plans of the Company
and its Affiliates) does not exceed $100,000 or such other amount specified by the Code. To the extent an Option Award granted to a Participant
exceeds this limit, the Option Award shall be treated as a Non-Qualified Stock Option Award. The maximum number of Shares that may be
issued upon the exercise of Incentive Stock Option Awards under the Plan shall be the total number of Shares in the Plan’s share
reserve as specified in the first sentence of Section 4(a), subject to adjustment as provided in Section 12(a).


  


(2)            No
Participant may receive an Incentive Stock Option Award under the Plan if, immediately after the grant of such Award, the Participant
would own (after application of the rules contained in Code Section 424(d)) Shares possessing more than 10% of the total combined
Voting Power of all classes of stock of the Company or an Affiliate, unless (i) the per Share exercise price for such Award is at
least 110% of the Fair Market Value of a Share on the Grant Date and (ii) such Award will expire no later than five years after
its Grant Date.


 


(3)            For
purposes of continued Service by a Participant who has been granted an Incentive Stock Option Award, no approved leave of absence may
exceed three months unless reemployment upon expiration of such leave is provided by statute or contract. If reemployment is not so provided,
then on the date six months following the first day of such leave, any Incentive Stock Option held by the Participant shall cease to
be treated as an Incentive Stock Option and shall be treated for tax purposes as a Non-Qualified Stock Option.


 


(4)            If
an Incentive Stock Option Award is exercised after the expiration of the exercise periods that apply for purposes of Code Section 422,
or otherwise fails to qualify as an Incentive Stock Option, such Option shall thereafter be treated as a Non-Qualified Stock Option.


 


(e)            Extension
if Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of an Option Award during the applicable post-termination
of Service exercise period as set forth in Section 6(e) or in the applicable Agreement is prevented by Section 17(c),
the Option shall remain exercisable until the later of (i) 30 days after the date the exercise of the Option would no longer be
prevented by such provision, or (ii) the end of the applicable post-termination exercise period, but in no event later than the
scheduled expiration date of the Option as set forth in the applicable Agreement.


 






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8.            Stock
Appreciation Right Awards.


 


(a)            Nature
of Award. An Award of Stock Appreciation Rights shall be subject to such terms and conditions as are determined by the Committee,
and shall provide a Participant the right to receive upon exercise of the SAR Award all or a portion of the excess of (i) the Fair
Market Value as of the date of exercise of the SAR Award of the number of Shares as to which the SAR Award is being exercised, over (ii) the
aggregate exercise price for such number of Shares. The per Share exercise price for any SAR Award shall be determined by the Committee
and set forth in the applicable Agreement, and shall not be less than the Fair Market Value of a Share on the Grant Date, except in the
case of Substitute Awards (to the extent consistent with Code Section 409A).


 


(b)            Exercise
of SAR. Each SAR Award may be exercisable in whole or in part at the times, on the terms and in the manner provided in the Agreement.
No SAR Award shall be exercisable at any time after its scheduled expiration. When a SAR Award is no longer exercisable, it shall be
deemed to have terminated. Upon exercise of a SAR Award, payment to the Participant shall be made at such time or times as shall be provided
in the Agreement in the form of cash, Shares or a combination of cash and Shares as determined by the Committee. The Agreement may provide
for a limitation upon the amount or percentage of the total appreciation on which payment (whether in cash and/or Shares) may be made
in the event of the exercise of a SAR Award.


 


9.            Restricted
Stock Awards.


 


(a)            Vesting
and Consideration. Shares subject to a Restricted Stock Award shall be subject to vesting and the lapse of applicable restrictions
based on such conditions or factors and occurring over such period of time as the Committee may determine in its discretion, subject
to the requirements of Section 6(b). The Committee may provide whether any consideration other than Services must be received by
the Company or any Affiliate as a condition precedent to the grant of a Restricted Stock Award, and may correspondingly provide for Company
reacquisition or repurchase rights if such additional consideration has been required and some or all of a Restricted Stock Award does
not vest.


 


(b)            Shares
Subject to Restricted Stock Awards. Unvested Shares subject to a Restricted Stock Award shall be evidenced by a book-entry in the
name of the Participant with the Company’s transfer agent or by one or more Stock certificates issued in the name of the Participant.
Any such Stock certificate shall be deposited with the Company or its designee, together with an assignment separate from the certificate,
in blank, signed by the Participant, and bear an appropriate legend referring to the restricted nature of the Restricted Stock evidenced
thereby. Any book-entry shall be subject to comparable restrictions and corresponding stop transfer instructions. Upon the vesting of
Shares of Restricted Stock, and the Company’s determination that any necessary conditions precedent to the release of vested Shares
(such as satisfaction of tax withholding obligations and compliance with applicable legal requirements) have been satisfied, such vested
Shares shall be made available to the Participant in such manner as may be prescribed or permitted by the Committee. Except as otherwise
provided in the Plan or an applicable Agreement, a Participant with a Restricted Stock Award shall have all the rights of a shareholder,
including the right to vote the Shares of Restricted Stock.


 


10.            Stock
Unit Awards.


 


(a)            Vesting
and Consideration. A Stock Unit Award shall be subject to vesting and the lapse of applicable restrictions based on such conditions
or factors and occurring over such period of time as the Committee may determine in its discretion, subject to the requirements of Section 6(b).
If vesting of a Stock Unit Award is conditioned on the achievement of specified performance goals, the extent to which they are achieved
over the specified performance period shall determine the number of Stock Units that will be earned and eligible to vest, which may be
greater or less than the target number of Stock Units stated in the Agreement. The Committee may provide whether any consideration other
than Services must be received by the Company or any Affiliate as a condition precedent to the settlement of a Stock Unit Award.


 


(b)            Settlement
of Award. Following the vesting of a Stock Unit Award, and the Company’s determination that any necessary conditions precedent
to the settlement of the Award (such as satisfaction of tax withholding obligations and compliance with applicable legal requirements)
have been satisfied, settlement of the Award and payment to the Participant shall be made at such time or times in the form of cash,
Shares (which may themselves be considered Restricted Stock under the Plan) or a combination of cash and Shares as determined by the
Committee.


 


11.            Other
Stock-Based Awards. The Committee may from time to time grant Shares and other Awards that are valued by reference to and/or
payable in whole or in part in Shares under the Plan. The Committee shall determine the terms and conditions of such Awards, which shall
be consistent with the terms and purposes of the Plan. The Committee may direct the Company to issue Shares subject to restrictive legends
and/or stop transfer instructions that are consistent with the terms and conditions of the Award to which the Shares relate.


 






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12.            Changes
in Capitalization, Corporate Transactions, Change in Control.


 


(a)            Adjustments
for Changes in Capitalization. In the event of any equity restructuring (within the meaning of FASB ASC Topic 718) that causes the
per share value of Shares to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary
dividend, the Committee shall make such adjustments as it deems equitable and appropriate to (i) the aggregate number and kind of
Shares or other securities issued or reserved for issuance under the Plan, (ii) the number and kind of Shares or other securities
subject to outstanding Awards, (iii) the exercise price of outstanding Options and SARs, and (iv) any maximum limitations prescribed
by the Plan with respect to certain types of Awards or the grants to individuals of certain types of Awards. In the event of any other
change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company,
such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee
to prevent dilution or enlargement of rights of Participants. In either case, any such adjustment shall be conclusive and binding for
all purposes of the Plan. No adjustment shall be made pursuant to this Section 12(a) in connection with the conversion of any
convertible securities of the Company, or in a manner that would cause Incentive Stock Options to violate Section 422(b) of
the Code or cause an Award to be subject to adverse tax consequences under Code Section 409A of the Code.


 


(b)            Corporate
Transactions. The following provisions shall apply to outstanding Awards in the event of a Change in Control that involves a Corporate
Transaction.


 


(1)            Continuation,
Assumption or Replacement of Awards. In the event of a Corporate Transaction, then the surviving or successor entity (or its
Parent) may continue, assume or replace Awards outstanding as of the date of the Corporate Transaction (with such adjustments as may
be required or permitted by Section 12(a)), and such Awards or replacements therefor shall remain outstanding and be governed by
their respective terms. A surviving or successor entity may elect to continue, assume or replace only some Awards or portions of Awards.
For purposes of this Section 12(b)(1), an Award shall be considered assumed or replaced if, in connection with the Corporate Transaction
and in a manner consistent with Code Section 409A (and Code Section 424 if the Award is an ISO), either (i) the contractual
obligations represented by the Award are expressly assumed by the surviving or successor entity (or its Parent) with appropriate adjustments
to the number and type of securities subject to the Award and the exercise price thereof that preserves the intrinsic value of the Award
existing at the time of the Corporate Transaction, or (ii) the Participant has received a comparable equity-based award that preserves
the intrinsic value of the Award existing at the time of the Corporate Transaction and contains terms and conditions that are substantially
similar to those of the Award.


 


(2)            Acceleration.
If and to the extent that outstanding Awards are not continued, assumed or replaced in accordance with Section 12(b)(1), all outstanding
Awards under the Plan will be accelerated in the event of a Corporate Transaction as follows: (i) all outstanding Options and SARs
shall become fully exercisable for such period of time prior to the effective time of the Corporate Transaction as is deemed fair and
equitable by the Committee, and shall terminate at the effective time of the Corporate Transaction, (ii) all outstanding Full Value
Awards shall fully vest immediately prior to the effective time of the Corporate Transaction, and (iii) to the extent vesting of
any Award is subject to satisfaction of specified performance goals, such Award shall be deemed “fully vested” for purposes
of this Section 12(b)(2) if the performance goals are deemed to have been satisfied at the target level of performance and
the vested portion of the Award at that level of performance is proportionate to the portion of the performance period that has elapsed
as of the effective time of the Corporate Transaction.


 


(3)            Payment
for Awards. If and to the extent that outstanding Awards under the Plan are not continued, assumed or replaced in connection
with a Corporate Transaction, then the Committee may provide (either one or both of the following) that (i) some or all of such
outstanding Awards shall be canceled at or immediately prior to the effective time of the Corporate Transaction, or (ii) payment
be made in exchange for payments to the holders as provided in this Section 12(b)(3). The Committee will not be required to treat
all Awards similarly for purposes of this Section 12(b)(3). The payment for any Award canceled, if any, shall be in an amount equal
to the difference, if any, between (i) the fair market value (as determined in good faith by the Committee) of the consideration
that would otherwise be received in the Corporate Transaction for the number of vested Shares subject to the Award, and (ii) the
aggregate exercise price (if any) for the Shares subject to such Award. If the amount determined pursuant to the preceding sentence is
not a positive number with respect to any Award, such Award may be canceled pursuant to this Section 12(b)(3) without payment
of any kind to the affected Participant. With respect to an Award whose vesting is subject to the satisfaction of specified performance
goals, the number of Shares subject to such an Award for purposes of this Section 12(b)(3) shall be the number of Shares as
to which the Award would have been deemed “fully vested” for purposes of Section 12(b)(2). Payment of any amount under
this Section 12(b)(3) shall be made in such form, on such terms and subject to such conditions as the Committee determines
in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s shareholders
in connection with the Corporate Transaction, and may, in the Committee’s discretion, include subjecting such payments to vesting
conditions comparable to those of the Award canceled, subjecting such payments to escrow or holdback terms comparable to those imposed
upon the Company’s shareholders under the Corporate Transaction, or calculating and paying the present value of payments that would
otherwise be subject to escrow or holdback terms.


 






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(c)            Other
Change in Control. In the event of a Change in Control that does not involve a Corporate Transaction, all Awards will continue in
accordance with their terms; provided, however, if within 12 months after the Change in Control a Participant experiences an involuntary
termination of Service for reasons other than Cause, then (i) outstanding Option and SAR Awards issued to the Participant that are
not yet fully exercisable shall immediately become exercisable in full and shall remain exercisable for one year following the Participant’s
termination of employment, (ii) subject to clause (iii) below, any Full Value Awards that are not yet fully vested shall immediately
vest in full, and (iii) to the extent vesting of any Award is subject to satisfaction of specified performance goals, such Award
shall be deemed “fully vested” for purposes of this Section 12(c) if the performance goals are deemed to have been
satisfied at the target level of performance and the vested portion of the Award at that level of performance is proportionate to the
portion of the performance period that has occurred up to the date of such Participant’s termination of Service. The Committee
may in its discretion, take one of the following actions as it deems appropriate with respect to outstanding Awards: (i) providing
for the cancellation of any Award, (ii) providing for the cancellation of any Award in exchange for payments in a manner similar
to that provided in Section 12(b)(3), or (iii) making such adjustments to the Awards then outstanding as the Committee deems
appropriate to reflect such Change in Control. The Committee will not be required to treat all Awards similarly in such circumstances,
and may include such further provisions and limitations in any Award Agreement as it may deem equitable and in the best interests of
the Company.


 


(d)            Dissolution
or Liquidation. Unless otherwise provided in an applicable Agreement, in the event of a proposed dissolution or liquidation of the
Company, the Committee will notify each Participant as soon as practicable prior to the effective date of such proposed transaction.
An Award will terminate immediately prior to the consummation of such proposed action.


 


(e)            Parachute
Payment Limitation.


 


(1)            Notwithstanding
any other provision of this Plan or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided
or to be provided by the Company or its Affiliates to a Participant or for the Participant’s benefit pursuant to the terms of this
Plan or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning
of Section 280G of the Code, and would, but for this Section 12(e) be subject to the excise tax imposed under Section 4999
of the Code (or any successor provision thereto) or any similar tax imposed by state or local law and any interest or penalties with
respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments shall be payable either (i) in full
or (ii) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax,
whichever of the foregoing clauses (i) or (ii) results in the Participant’s receipt on an after-tax basis of the greatest
amount of payments and benefits after taking into account the applicable federal, state, local and foreign income, employment and excise
taxes (including the Excise Tax).


 


(2)            Any
such reduction shall be made in accordance with Code Section 409A and the following: (i) the Covered Payments which do not
constitute deferred compensation subject to Code Section 409A shall be reduced first, and (ii) Covered Payments that are cash
payments shall be reduced before non-cash payments, and Covered Payments to be made on a later payment date shall be reduced before payments
to be made on an earlier payment date.


 


(3)            If,
notwithstanding the initial application of this Section 12(e), the Internal Revenue Service determines that any Covered Payment
constitutes an “excess parachute payment” (as defined by Section 280G(b) of the Code), this Section 12(e) will
be reapplied based on the Internal Revenue Service’s determination, and the Participant will be required to promptly repay the
portion of the Covered Payments required to avoid imposition of the Excise Tax together with interest at the applicable federal rate
(as defined in Section 7872(f)(2)(A) of the Code) from the date of the Participant’s receipt of the excess payments until
the date of repayment).


 


(4)            Any
determination required under this Section 12(e) shall be made in writing in good faith by the accounting firm which was the
Company’s independent auditor immediately before the Change in Control (the “Accountants”), which shall provide detailed
supporting calculations to the Company and the Participant as requested by the Company or the Participant. The Company and the Participant
shall provide the Accountants with such information and documents as the Accountants may reasonably request in order to make a determination
under this Section 12(e).


 


13.            Plan
Participation and Service Provider Status. Status as a Service Provider shall not be construed as a commitment that any Award
will be made under the Plan to that Service Provider or to eligible Service Providers generally. Nothing in the Plan or in any Agreement
or related documents shall confer upon any Service Provider or Participant any right to continued Service with the Company or any Affiliate,
nor shall it interfere with or limit in any way any right of the Company or any Affiliate to terminate the person’s Service at
any time with or without Cause or change such person’s compensation, other benefits, job responsibilities or title.


 






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14.            Tax
Withholding. The Company or any Affiliate, as applicable, shall have the right to (i) withhold from any cash payment under
the Plan or any other compensation owed to a Participant an amount sufficient to cover any required withholding taxes related to the
grant, vesting, exercise or settlement of an Award, and (ii) require a Participant or other person receiving Shares under the Plan
to pay a cash amount sufficient to cover any required withholding taxes before actual receipt of those Shares. In lieu of all or any
part of a cash payment from a person receiving Shares under the Plan, the Committee may permit the Participant to satisfy all or any
part of the required tax withholding obligations (but not to exceed the maximum individual statutory tax rate in each applicable jurisdiction)
by authorizing the Company to withhold a number of the Shares that would otherwise be delivered to the Participant pursuant to the Award,
or by transferring to the Company Shares already owned by the Participant, with the Shares so withheld or delivered having a Fair Market
Value on the date the taxes are required to be withheld equal to the amount of taxes to be withheld.


 


15.            Effective
Date, Duration, Amendment and Termination of the Plan.


 


(a)            Effective
Date. The Plan shall become effective on the date it is approved by the Board, subject to approval by the Company’s shareholders,
and the date of such Board approval shall be considered the date of the Plan’s adoption for purposes of Treasury Regulation § 1.422-2(b)(2)(i).
If the Company’s shareholders fail to approve the Plan within 12 months of its approval by the Board, the Plan and any Awards already
made thereunder will be of no further force or effect.


 


(b)            Duration
of the Plan. The Plan shall remain in effect until all Shares subject to it are distributed, all Awards have expired or terminated,
the Plan is terminated pursuant to Section 15(c), or the tenth anniversary of the effective date of the Plan, whichever occurs first
(the “Termination Date”). Awards made before the Termination Date shall continue to be outstanding in accordance with their
terms and the terms of the Plan unless otherwise provided in the applicable Agreements.


  


(c)            Amendment
and Termination of the Plan. The Board may at any time terminate, suspend or amend the Plan. The Company shall submit any amendment
of the Plan to its shareholders for approval only to the extent required by applicable laws or regulations or the rules of any securities
exchange on which the Shares may then be listed. No termination, suspension, or amendment of the Plan may materially impair the rights
of any Participant under a previously granted Award without the Participant’s consent, unless such action is necessary to comply
with applicable law or stock exchange rules.


 


(d)            Amendment
of Awards. Subject to Section 15(e), the Committee may unilaterally amend the terms of any Agreement evidencing an Award previously
granted, except that no such amendment may materially impair the rights of any Participant under the applicable Award without the Participant’s
consent, unless such amendment is necessary to comply with applicable law or stock exchange rules or any compensation recovery policy
as provided in Section 17(i).


 


(e)            No
Option or SAR Repricing. Except as provided in Section 12(a), no Option or Stock Appreciation Right Award granted under the
Plan may be (i) amended to decrease the exercise price thereof, (ii) cancelled in conjunction with the grant of any new Option
or Stock Appreciation Right Award with a lower exercise price, (iii) cancelled in exchange for cash, other property or the grant
of any Full Value Award at a time when the per share exercise price of the Option or Stock Appreciation Right Award is greater than the
current Fair Market Value of a Share, or (iv) otherwise subject to any action that would be treated under accounting rules as
a “repricing” of such Option or Stock Appreciation Right Award, unless such action is first approved by the Company’s
shareholders.


 






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16.            Performance-Based
Compensation; Designation of Awards. If the Committee determines that an Award is Performance-Based, then the lapsing of restrictions
thereon and the distribution of cash, Shares or other property pursuant thereto, as applicable, shall be subject to the achievement over
the applicable performance period of one or more performance goals based on one or more of the performance measures specified by the
Committee. The Committee will select the applicable performance measure(s) and specify the performance goal(s) based on those
performance measures for any performance period, specify in terms of an objective formula or standard the method for calculating the
amount payable to a Participant if the performance goal(s) are satisfied, and certify the degree to which applicable performance
goals have been satisfied and any amount that vests and is payable in connection with an Award subject to this Section 16. In specifying
the performance goals applicable to any performance period, the Committee may provide that one or more objectively determinable adjustments
shall be made to the performance measures on which the performance goals are based, which may include adjustments that would cause such
measures to be considered “non-GAAP financial measures” within the meaning of Rule 101 under Regulation G promulgated
by the Securities and Exchange Commission, including adjustments for events that are unusual in nature or infrequently occurring, such
as a Change in Control, acquisitions, divestitures, restructuring activities or asset write-downs, or for changes in applicable tax laws
or accounting principles. The Committee may also adjust performance measures for a performance period in connection with an event described
in Section 12(a) to prevent the dilution or enlargement of a Participant’s rights with respect to Performance-Based Compensation.
The Committee may also provide, in an Agreement or otherwise, that the achievement of specified performance goals in connection with
an Award subject to this Section 16 may be waived upon the death or Disability of the Participant.


 


17.            Other
Provisions.


 


(a)            Unfunded
Plan. The Plan shall be unfunded and the Company shall not be required to segregate any assets that may at any time be represented
by Awards under the Plan. Neither the Company, its Affiliates, the Committee, nor the Board shall be deemed to be a trustee of any amounts
to be paid under the Plan nor shall anything contained in the Plan or any action taken pursuant to its provisions create or be construed
to create a fiduciary relationship between the Company and/or its Affiliates, and a Participant. To the extent any person has or acquires
a right to receive a payment in connection with an Award under the Plan, this right shall be no greater than the right of an unsecured
general creditor of the Company.


 


(b)            Limits
of Liability. Except as may be required by law, neither the Company nor any member of the Board or of the Committee, nor any other
person participating (including participation pursuant to a delegation of authority under Section 3(d) of the Plan) in any
determination of any question under the Plan, or in the interpretation, administration or application of the Plan, shall have any liability
to any party for any action taken, or not taken, in good faith under the Plan.


 


(c)            Compliance
with Applicable Legal Requirements and Company Policies. No Shares distributable pursuant to the Plan shall be issued and delivered
unless and until the issuance of the Shares complies with all applicable legal requirements, including compliance with the provisions
of applicable state and federal securities laws, and the requirements of any securities exchanges on which the Company’s Shares
may, at the time, be listed. During any period in which the offering and issuance of Shares under the Plan is not registered under federal
or state securities laws, Participants shall acknowledge that they are acquiring Shares under the Plan for investment purposes and not
for resale, and that Shares may not be transferred except pursuant to an effective registration statement under, or an exemption from
the registration requirements of, such securities laws. Any stock certificate or book-entry evidencing Shares issued under the Plan that
are subject to securities law restrictions shall bear or be accompanied by an appropriate restrictive legend or stop transfer instruction.
Notwithstanding any other provision of this Plan, the acquisition, holding or disposition of Shares acquired pursuant to the Plan shall
in all events be subject to compliance with applicable Company policies, including those relating to insider trading, pledging or hedging
transactions, minimum post-vesting holding periods and stock ownership guidelines, and to forfeiture or recovery of compensation as provided
in Section 17(i).


  


(d)            Other
Benefit and Compensation Programs. Payments and other benefits received by a Participant under an Award made pursuant to the Plan
shall not be deemed a part of a Participant’s regular, recurring compensation for purposes of the termination, indemnity or severance
pay laws of any country and shall not be included in, nor have any effect on, the determination of benefits under any other employee
benefit plan, contract or similar arrangement provided by the Company or an Affiliate unless expressly so provided by such other plan,
contract or arrangement, or unless the Committee expressly determines that an Award or portion of an Award should be included to accurately
reflect competitive compensation practices or to recognize that an Award has been made in lieu of a portion of competitive cash compensation.


 


(e)            Governing
Law. To the extent that federal laws do not otherwise control, the Plan and all determinations made and actions taken pursuant to
the Plan shall be governed by the laws of the State of Indiana without regard to its conflicts-of-law principles and shall be construed
accordingly.


 






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


 


(g)            Code
Section 409A. It is intended that all Awards of Options, SARs and Restricted Stock granted under the Plan will be exempt from,
or will comply with, the requirements of Code Section 409A, and to the maximum extent permitted the Awards and the Plan will be
limited, construed and interpreted in accordance with this intent. Notwithstanding anything to the contrary in the Plan or any Agreement,
with respect to any Award that constitutes a deferral of compensation subject to Code Section 409A:


 


(1)            If
any amount is payable under such Award upon a termination of Service, a termination of Service will be deemed to have occurred only at
such time as the Participant has experienced a “separation from service” as such term is defined for purposes of Code Section 409A;


 


(2)            Each
amount to be paid under an Award or this Plan shall be construed as a separate and distinct payment for purposes of Code Section 409A;
and


 


(3)            If
any amount shall be payable with respect to any such Award as a result of a Participant’s “separation from service”
at such time as the Participant is a “specified employee” within the meaning of Code Section 409A, then no payment shall
be made, except as permitted under Code Section 409A, prior to the first business day after the earlier of (i) the date that
is six months after the Participant’s separation from service or (ii) the Participant’s death. Unless the Committee
has adopted a specified employee identification policy as contemplated by Code Section 409A, specified employees will be identified
in accordance with the default provisions specified under Code Section 409A.


 


None of the Company, the Board, the Committee
nor any other person involved with the administration of this Plan shall (i) in any way be responsible for ensuring the exemption
of any Award from, or compliance by any Award with, the requirements of Code 409A, (ii) have any obligation to design or administer
the Plan or Awards granted thereunder in a manner that minimizes a Participant’s tax liabilities, including the avoidance of any
additional tax liabilities under Code Section 409A, or (iii) shall have any liability to any Participant for any such tax liabilities.


 


(h)            Rule 16b-3.
It is intended that the Plan and all Awards granted pursuant to it shall be administered by the Committee so as to permit the Plan and
Awards to comply with Exchange Act Rule 16b-3. If any provision of the Plan or of any Award would otherwise frustrate or conflict
with the intent expressed in this Section 17(h), that provision to the extent possible shall be interpreted and deemed amended in
the manner determined by the Committee so as to avoid the conflict. To the extent of any remaining irreconcilable conflict with this
intent, the provision shall be deemed void as applied to Participants subject to Section 16 of the Exchange Act to the extent permitted
by law and in the manner deemed advisable by the Committee.


 


(i)            Forfeiture
and Compensation Recovery.


 


(1)            The
Committee may specify in an Agreement that the Participant’s rights, payments, and benefits with respect to an Award will be subject
to reduction, cancellation, forfeiture or recovery by the Company upon the occurrence of certain specified events, in addition to any
otherwise applicable vesting or performance conditions of an Award. Such events may include termination of Service for Cause; violation
of any material Company or Affiliate policy; breach of noncompetition, non-solicitation or confidentiality provisions that apply to the
Participant; a determination that the payment of the Award was based on an incorrect determination that financial or other criteria were
met or other conduct by the Participant that is detrimental to the business or reputation of the Company or its Affiliates.


 


(2)            All
Awards and any compensation associated therewith will be made subject to forfeiture, recovery by the Company or other action pursuant
to any compensation recovery policy adopted by the Board or the Committee at any time, including in response to the requirements of Section 10D
of the Exchange Act and any implementing rules and regulations thereunder, or as otherwise required by law. Any Agreement may be
unilaterally amended by the Committee to comply with any such compensation recovery policy.


 


(j)            Effect
of Banking Laws and Regulations. Notwithstanding any provision to the contrary, no Award may be exercised or fully vest if the Participant
is required by the Bank Holding Company Act, the Change in Bank Control Act, the Indiana Financial Institutions Act or regulations of
any federal or Indiana bank regulatory agencies having jurisdiction over the Company to obtain prior approval of any such agency or to
comply with any notice and waiting period requirements unless and until the Participant complies with all such regulatory requirements.


 






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