Exhibit 10.1


 


As adopted May 18, 1998,


and amended May 19, 2000, May 17, 2002,


May 21, 2007, May 21, 2012, May 20, 2016, and May
12, 2022


 


CYBEROPTICS CORPORATION

1998 STOCK INCENTIVE PLAN


 


Section 1.              Purpose.


 


The purpose of the Plan is
to aid in attracting and retaining management personnel and other persons providing valuable services to the CyberOptics Corporation
(the “Company”) capable of assuring the future success of the Company, to offer such personnel incentives to put forth
maximum efforts for the success of the Company’s business and to afford such personnel an opportunity to acquire a proprietary
interest in the Company.


 


Section 2.              Definitions.


 


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


 


(a)          
“Affiliate” shall mean (i) any entity that, directly or indirectly
through one or more intermediaries, is controlled by the Company and (ii) any entity in which the Company has a significant equity
interest, in each case as determined by the Committee.


 


(b)          
“Award” shall mean any Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent or Other Stock-Based Award granted under the Plan.


 


(c)          
“Award Agreement” shall mean any written agreement, contract
or other instrument or document evidencing any Award granted under the Plan.


 


(d)          
“Board” shall mean means the Board of Directors of the Company,
as constituted at any time.


 


(e)          
“Code” shall mean the Internal Revenue Code of 1986, as amended
from time to time, and any regulations promulgated thereunder.


 


(f)           
“Committee” shall mean a committee of the Board designated by
the Board to administer the Plan, which, except as otherwise determined by the Board, shall consist solely of members who are “non-employee
directors,” as defined in Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from
time to time. 


 


(g)          
“Company” shall mean CyberOptics Corporation, a Minnesota corporation,
and any successor corporation.


 


(h)          
“Dividend Equivalent” shall mean any right granted under Section
6(e) of the Plan.


 



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(i)           
“Eligible Person” shall mean any employee, officer, or consultant
providing services to the Company or any Affiliate who the Committee determines to be an Eligible Person.


 


(j)           
“Fair Market Value” means, as of any date, if common stock of
the Company is listed on any established stock exchange or a national market system, the closing price of a Share (or if no sales
were reported the closing price on the date immediately preceding such date) as quoted on such exchange or system on the day of
determination, as reported in the Wall Street Journal. In the absence of an established market for a Share, Fair Market Value shall
be determined in good faith by the Committee and, to the extent necessary, shall be determined in a manner consistent with Section
409A of the Code and the regulations thereunder, and such determination shall be conclusive and binding on all persons. The Committee’s
determination of Fair Market Value shall be conclusive and binding on all persons. The determination of Fair Market Value for purposes
of tax withholding may be made in the Committee’s discretion subject to applicable laws and is not required to be consistent
with the determination of Fair Market Value for other purposes.


 


(k)          
“Incentive Stock Option” shall mean an option granted under Section
6(a) of the Plan that is intended to meet the requirements of Section 422 of the Code or any successor provision.


 


(l)           
“Non-Employee Director” means a member of the Board who is a “non-employee
director” within the meaning of Rule 16b-3. 


 


(m)         
“Non-Qualified Stock Option” shall mean an option granted under
Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.


 


(n)          
“Option” shall mean an Incentive Stock Option or a Non-Qualified
Stock Option.


 


(o)          
“Other Stock-Based Award” shall mean any right granted under
Section 6(f) of the Plan.


 


(p)          
“Participant” shall mean an Eligible Person designated to be
granted an Award under the Plan.


 


(q)          
“Performance Award” shall mean any right granted under Section
6(d) of the Plan.


 


(r)           
“Person” shall mean any individual, corporation, partnership,
association or trust.


 


(s)          
“Plan” shall mean this 1998 Stock Incentive Plan, as amended
from time to time.


 


(t)           
“Restricted Stock” shall mean any Share granted under Section
6(c) of the Plan.


 


(u)          
“Restricted Stock Unit” shall mean any unit granted under Section
6(c) of the Plan evidencing the right to receive a Share (or a cash payment equal to the Fair Market Value of a Share) at some
future date.


 



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(v)          
“Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended, or any successor rule or regulation.


 


(w)         
“Shares” shall mean shares of common stock, no par value, of
the Company or such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 4(c)
of the Plan.


 


(x)          
“Stock Appreciation Right” shall mean any right granted under
Section 6(b) of the Plan. 


 


Section 3.               Administration.


 


(a)           Power
and Authority of the Committee. The Plan shall be administered by the Committee. Subject to the express provisions of the Plan
and to applicable law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type
or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or
with respect to which payments, rights or other matters are to be calculated in connection with) each Award; (iv) determine the
terms and conditions of any Award or Award Agreement; (v) amend the terms and conditions of any Award or Award Agreement and accelerate
the exercisability of Options or the lapse of restrictions relating to Restricted Stock, Restricted Stock Units or other Awards,
provided, however, that, except as otherwise permitted in connection with an event as provided under Section 4(c) hereof, the Committee
shall not reprice, adjust or amend the exercise price of Options or the grant price of Stock Appreciation Rights previously awarded
to any Participant, whether through amendment, cancellation or any other means; (vi) determine whether, to what extent and under
what circumstances Awards may be exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited
or suspended; (vii) determine whether, to what extent and under what circumstances cash, Shares, other securities, other Awards,
other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the
election of the holder thereof or the Committee; (viii) interpret and administer the Plan and any instrument or agreement relating
to, or Award made under, the Plan; (ix) establish, amend, suspend or waive such rules and regulations and appoint such agents as
it shall deem appropriate for the proper administration of the Plan; and (x) make any other determination and take any other action
that the Committee deems necessary or desirable for the administration of the Plan. Unless otherwise expressly provided in the
Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award shall
be within the sole discretion of the Committee, may be made at any time, and shall be final, conclusive and binding upon any Participant,
any holder or beneficiary of any Award and any employee of the Company or any Affiliate.


 


(b)          Delegation.
To the extent permitted under applicable law, the Committee may delegate its powers and duties under the Plan to one or more officers
of the Company or any Affiliate or a committee of such officers with respect to Awards that do not involve “insiders”
within the meaning of Section 16 of the Exchange Act, subject to such terms, conditions and limitations as the Committee may establish
in its sole discretion.


 



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Section 4.              Shares Available for Awards.


 


(a)          
Shares Available. Subject to adjustment as provided in Section 4(c),
the number of Shares available for granting Awards under the Plan since initial adoption of the Plan shall be 2,125,000, any or
all of which may be granted as Incentive Stock Options. If any Shares covered by an Award or to which an Award relates are not
purchased or are forfeited, or if an Award otherwise terminates without delivery of any Shares, then the number of Shares counted
against the aggregate number of Shares available under the Plan with respect to such Award, to the extent of any such forfeiture
or termination, shall again be available for granting Awards under the Plan. For the avoidance of doubt, Shares subject to an Award
under the Plan shall not again be made available for issuance or delivery under the Plan if such Shares are (a) tendered in payment
of an Option, (b) delivered or withheld by the Company to satisfy any tax withholding obligation, or (c) covered by a stock-settled
Stock Appreciation Right or other Awards that were not issued upon the settlement of the Award.


 


(b)          
Accounting for Awards. For purposes of this Section 4, if an Award
entitles the holder thereof to receive or purchase Shares, the number of Shares covered by such Award or to which such Award relates
shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under
the Plan.


 


(c)         
Adjustments. In the event that the Committee shall determine that
any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange
of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the
Company or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee
to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available
under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type
of Shares (or other securities or other property) which thereafter may be made the subject of Awards, (ii) the number and type
of Shares (or other securities or other property) subject to outstanding Awards and (iii) the purchase or exercise price with respect
to any Award; provided, however, that the number of Shares covered by any Award or to which such Award relates shall always
be a whole number.


 


(d)           Limitation
on Annual Awards to Individuals. Notwithstanding any other provision in this Plan, no Participant may be granted an Award or
Awards under the Plan, the value of which is based solely on an increase in the value of the Shares after the date of grant of
such Award or Awards, for more than 150,000 Shares in the aggregate in any one calendar year period.


 




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Section 5.              Eligibility.


 


Any Eligible Person, including
any Eligible Person who is an officer or director of the Company or any Affiliate, shall be eligible to be designated a Participant.
In determining which Eligible Persons shall receive an Award and the terms of any Award, the Committee may take into account the
nature of the services rendered by the respective Eligible Persons, their present and potential contributions to the success of
the Company or such other factors as the Committee, in its discretion, shall deem relevant. Notwithstanding the foregoing, an Incentive
Stock Option may only be granted to full or part-time employees (which term as used herein includes, without limitation, officers
and directors who are also employees) and an Incentive Stock Option shall not be granted to an employee of an Affiliate unless
such Affiliate is also a “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code or
any successor provision.


 


Section 6.              Awards.


 


(a)           Options.
The Committee is hereby authorized to grant Options to Participants with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:


 


(i)          
Exercise Price. The purchase price per Share purchasable under an
Option (“Exercise Price”) shall be determined by the Committee; provided, however, that such purchase price shall not
be less than 100% of the Fair Market Value of a Share on the date of grant of such Option. Notwithstanding the foregoing, an Option
may be granted with an Exercise Price lower than that set forth in the preceding sentence if such Option is granted pursuant to
an assumption or substitution for another option in a manner satisfying the provisions of Section 409A of the Code.


 


(ii)         
Option Term. The term of each Option shall be fixed by the Committee.


 


(iii)        
Time and Method of Exercise. The Committee shall determine the time
or times at which an Option may be exercised in whole or in part and the method or methods by which, and the form or forms (including,
without limitation, cash, Shares, promissory notes, other securities, other Awards or other property, or any combination thereof,
having a Fair Market Value on the exercise date equal to the Exercise Price) in which, payment of the exercise price with respect
thereto may be made or deemed to have been made.


 


(b)          
Stock Appreciation Rights. The Committee is hereby authorized to
grant Stock Appreciation Rights to Participants subject to the terms of the Plan and any applicable Award Agreement. A Stock Appreciation
Right granted under the Plan shall confer on the holder thereof a right to receive upon exercise thereof the excess of (i) the
Fair Market Value of one Share on the date of exercise (or, if the Committee shall so determine, at any time during a specified
period before or after the date of exercise) over (ii) the grant price of the Stock Appreciation Right as specified by the Committee,
which price shall not be less than 100% of the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right.
Subject to the terms of the Plan and any applicable Award Agreement, the grant price, term, methods of exercise, dates of exercise,
methods of settlement and any other terms and conditions of any Stock Appreciation Right shall be as determined by the Committee.
The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem appropriate.


 



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(c)          
Restricted Stock and Restricted Stock Units. The Committee is hereby
authorized to grant Awards of Restricted Stock and Restricted Stock Units to Participants with the following terms and conditions
and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:


 


(i)          
Restrictions. Shares of Restricted Stock and Restricted Stock Units
shall be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to
vote a Share of Restricted Stock or the right to receive any dividend or other right or property with respect thereto), which restrictions
may lapse separately or in combination at such time or times, in such installments or otherwise as the Committee may deem appropriate.


 


(ii)         
Stock Certificates. Any Restricted Stock granted under the Plan
shall be evidenced by issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company.
Such certificate or certificates shall be registered in the name of the Participant and shall bear an appropriate legend referring
to the terms, conditions and restrictions applicable to such Restricted Stock. In the case of Restricted Stock Units, no Shares
shall be issued at the time such Awards are granted.


 


(iii)        
Forfeiture; Delivery of Shares. Except as otherwise determined by
the Committee, upon termination of employment (as determined under criteria established by the Committee) during the applicable
restriction period, all Shares of Restricted Stock and all Restricted Stock Units at such time subject to restriction shall be
forfeited and reacquired by the Company; provided, however, that the Committee may, when it finds that a waiver would be in the
best interest of the Company, waive in whole or in part any or all remaining restrictions with respect to Shares of Restricted
Stock or Restricted Stock Units. Any Share representing Restricted Stock that is no longer subject to restrictions shall be delivered
to the holder thereof promptly after the applicable restrictions lapse or are waived. Upon the lapse or waiver of restrictions
and the restricted period relating to Restricted Stock Units evidencing the right to receive Shares, such Shares shall be issued
and delivered to the holders of the Restricted Stock Units.


 


(d)         
Performance Awards. The Committee is hereby authorized to grant
Performance Awards to Participants subject to the terms of the Plan and any applicable Award Agreement. A Performance Award granted
under the Plan (i) may be denominated or payable in cash, Shares (including, without limitation, Restricted Stock), other securities,
other Awards or other property and (ii) shall confer on the holder thereof the right to receive payments or Shares, in whole or
in part, upon the achievement of such performance goals during such performance periods as the Committee shall establish.


 



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Subject
to the terms of the Plan and any applicable Award Agreement, the performance goals to be achieved during any performance period,
the length of any performance period, the amount of any Performance Award granted, the amount of any payment or transfer to be
made pursuant to any Performance Award and any other terms and conditions of any Performance Award shall be determined by the Committee.


 


(e)          
Dividend Equivalents. The Committee is hereby authorized to grant
to Participants Dividend Equivalents under which such Participants shall be entitled to receive payments (in cash, Shares, other
securities, other Awards or other property as determined in the discretion of the Committee) equivalent to the amount of cash dividends
paid by the Company to holders of Shares with respect to a number of Shares determined by the Committee. Subject to the terms of
the Plan and any applicable Award Agreement, such Dividend Equivalents may have such terms and conditions as the Committee shall
determine.


 


(f)          
Other Stock-Based Awards. The Committee is hereby authorized to
grant to Participants such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise
based on or related to, Shares (including, without limitation, securities convertible into Shares), as are deemed by the Committee
to be consistent with the purpose of the Plan; provided, however, that such grants must comply with Rule 16b-3 and applicable law.
Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the terms and conditions of
such Awards. Shares or other securities delivered pursuant to a purchase right granted under this Section 6(f) shall be purchased
for such consideration, which may be paid by such method or methods and in such form or forms (including without limitation, cash,
Shares, promissory notes, other securities, other Awards or other property or any combination thereof), as the Committee shall
determine, the value of which consideration, as established by the Committee, shall not be less than 100% of the Fair Market Value
of such Shares or other securities as of the date such purchase right is granted.


 


(g)          
General. 


 


(i)          
No Cash Consideration for Awards. Awards shall be granted for no
cash consideration or for such minimal cash consideration as may be required by applicable law.


 


(ii)         
Awards May Be Granted Separately or Together. Awards may, in the
discretion of the Committee, be granted either alone or in addition to, in tandem with or in substitution for any other Award or
any award granted under any plan of the Company or any Affiliate other than the Plan. Awards granted in addition to or in tandem
with other Awards or in addition to or in tandem with awards granted under any such other plan of the Company or any Affiliate
may be granted either at the same time as or at a different time from the grant of such other Awards or awards.



 



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(iii)        
Forms of Payment under Awards. Subject to the terms of the Plan
and of any applicable Award Agreement, payments or transfers to be made by the Company or an Affiliate upon the grant, exercise
or payment of an Award may be made in such form or forms as the Committee shall determine (including, without limitation, cash,
Shares, promissory notes, other securities, other Awards or other property or any combination thereof), and may be made in a single
payment or transfer, in installments or on a deferred basis, in each case in accordance with rules and procedures established by
the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable
interest on installment or deferred payments or the grant or crediting of Dividend Equivalents with respect to installment or deferred
payments.


 


(iv)        
Limits on Transfer of Awards. No Award and no right under any such
Award shall be transferable by a Participant otherwise than by will or by the laws of descent and distribution; provided, however,
that, if so determined by the Committee, a Participant may, in the manner established by the Committee, designate a beneficiary
or beneficiaries to exercise the rights of the Participant and receive any property distributable with respect to any Award upon
the death of the Participant. Each Award or right under any Award shall be exercisable during the Participant’s lifetime only by
the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative. No Award or right
under any such Award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment
or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate.


 


(v)         
Term of Awards. The term of each Award shall be for such period
as may be determined by the Committee.


 


(vi)        
Restrictions; Securities Exchange Listing. All certificates for
Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop
transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements
of the Securities and Exchange Commission and any applicable federal or state securities laws, and the Committee may cause a legend
or legends to be placed on any such certificates to make appropriate reference to such restrictions. If the Shares or other securities
are traded on a securities exchange, the Company shall not be required to deliver any Shares or other securities covered by an
Award unless and until such Shares or other securities have been admitted for trading on such securities exchange.


 


Section 7.               Amendment and Termination;
Adjustments.


 


Except to the extent prohibited
by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan:


 





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(a)           Amendments
to the Plan. The Board of Directors of the Company may amend, alter, suspend, discontinue or terminate the Plan; provided,
however, that, notwithstanding any other provision of the Plan or any Award Agreement, without the approval of the stockholders
of the Company, no such amendment, alteration, suspension, discontinuation or termination shall be made that, absent such approval:


 


(i)          
would cause Rule 16b-3 to become unavailable with respect to the Plan;


 


(ii)         
would violate the rules or regulations of the New York Stock Exchange,
any other securities exchange or the National Association of Securities Dealers, Inc. that are applicable to the Company; or


 


(iii)        
would cause the Company to be unable, under the Code, to grant Incentive
Stock Options under the Plan.


 


(b)           Amendments
to Awards. The Committee may waive any conditions of or rights of the Company under any outstanding Award, prospectively or
retroactively. The Committee may not amend, alter, suspend, discontinue or terminate any outstanding Award, prospectively or retroactively,
without the consent of the Participant or holder or beneficiary thereof, except as otherwise herein provided. The Company intends
that Awards under the Plan shall satisfy the requirements of Section 409A of the Code to avoid any adverse tax results thereunder,
and the Committee shall administer and interpret the Plan and all Award Agreements in a manner consistent with that intent. If
any provision of the Plan or an Award Agreement would result in adverse tax consequences under Section 409A of the Code, the Committee
may amend that provision (or take any other action reasonably necessary) to avoid any adverse tax results and no action taken to
comply with Section 409A of the Code shall be deemed to impair or otherwise adversely affect the rights of any holder of an Award
or beneficiary thereof.


 


(c)           Correction
of Defects, Omissions, and Inconsistencies. The Committee may correct any defect, supply any omission, or reconcile any inconsistency
in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.


 


Section 8.              Income Tax Withholding;
Tax Bonuses.


 


(a)           Withholding.
In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it
deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole
and absolute responsibility of a Participant, are withheld or collected from such Participant. In order to assist a Participant
in paying all or a portion of the federal and state taxes to be withheld or collected upon exercise or receipt of (or the lapse
of restrictions relating to) an Award, the Committee, in its discretion and subject to such additional terms and conditions as
it may adopt, may permit the Participant to satisfy such tax obligation by (i) electing to have the Company withhold a portion
of the Shares otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions relating to) such Award with
a Fair Market Value equal to the maximum amount of such taxes required to be withheld by law or (ii) delivering to the Company
Shares other than Shares issuable upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair
Market Value equal to the amount of such taxes. The election, if any, must be made on or before the date that the amount of tax
to be withheld is determined.


 



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(b)           Tax
Bonuses. The Committee, in its discretion, shall have the authority, at the time of grant of any Award under this Plan or at
any time thereafter, to approve cash bonuses to designated Participants to be paid upon their exercise or receipt of (or the lapse
of restrictions relating to) Awards in order to provide funds to pay all or a portion of federal and state taxes due as a result
of such exercise or receipt (or the lapse of such restrictions). The Committee shall have full authority in its discretion to determine
the amount of any such tax bonus.


 


Section 9.              Section 409A.


 


The Plan is intended to comply
with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall
be interpreted and administered to be in compliance therewith. Any payments described in the Plan that are due within the “short-term
deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable laws
require otherwise. Notwithstanding anything to the contrary in the Plan, to the extent required to avoid accelerated taxation and
tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided
pursuant to the Plan or an Award Agreement during the six (6) month period immediately following the Participant’s separation
from service shall instead be paid on the first payroll date after the six-month anniversary of the Participant’s separation
from service (or the Participant’s death, if earlier). Notwithstanding the foregoing, neither the Company nor the Committee
shall have any obligation to take any action to prevent the assessment of any additional tax or penalty on any Participant under
Section 409A of the Code and neither the Company nor the Committee will have any liability to any Participant for such tax or penalty.


 


Section 10.            General Provisions.


 


(a)          
No Rights to Awards. No Participant or other Person shall have any
claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Eligible Persons, Participants
or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to any
Participant or with respect to different Participants.


 


(b)          
Award Agreements. No Participant will have rights under an Award
granted to such Participant unless and until an Award Agreement shall have been duly executed on behalf of the Company.


 


(c)          
No Limit on Other Compensation Arrangements. Nothing contained in
the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation arrangements,
and such arrangements may be either generally applicable or applicable only in specific cases.


 


(d)          
No Right to Employment. The grant of an Award shall not be construed
as giving a Participant the right to be retained in the employ of the Company or any Affiliate, nor will it affect in any way the
right of the Company or an Affiliate to terminate such employment at any time, with or without cause. In addition, the Company
or an Affiliate may at any time dismiss a Participant from employment free from any liability or any claim under the Plan, unless
otherwise expressly provided in the Plan or in any Award Agreement.


 



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(e)          
Governing Law. The validity, construction and effect of the Plan
or any Award, and any rules and regulations relating to the Plan or any Award, shall be determined in accordance with the laws
of the State of Minnesota.


 


(f)          
Severability. If any provision of the Plan or any Award is or becomes
or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or any Award under any law
deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it
cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent
of the Plan or the Award, such provision shall be stricken as to such jurisdiction or Award, and the remainder of the Plan or any
such Award shall remain in full force and effect.


 


(g)          
No Trust or Fund Created. Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate
and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any
Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company
or any Affiliate.


 


(h)          
No Fractional Shares. No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award, and the Committee shall determine whether cash shall be paid in lieu of any fractional Shares
or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.


 


(i)           
Headings. Headings are given to the Sections and subsections of
the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to
the construction or interpretation of the Plan or any provision thereof.


 


Section 11.            Effective Date of the
Plan.


 


The Plan, as amended and restated
herein, shall be effective as of the date on which it is approved by the shareholders of the Company.


 


Section 12.            Term of the Plan.


 


Unless the Plan shall have
been discontinued or terminated as provided in Section 7(a), the Plan shall terminate on May 12, 2032. No Award shall be granted
after the termination of the Plan. However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement,
any Award theretofore granted may extend beyond the termination of the Plan, and the authority of the Committee provided for hereunder
with respect to the Plan and any Awards, and the authority of the Board of Directors of the Company to amend the Plan, shall extend
beyond the termination of the Plan.


 



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