Exhibit 10.3


 





WILLSCOT MOBILE MINI HOLDINGS CORP.


2020 INCENTIVE AWARD PLAN


 


1. Background and Purpose. (a) Plan
History. The Plan is intended as the successor to and continuation of the 2017 Incentive Award Plan, as amended (the “Prior
Plan”), of WillScot Corporation (the predecessor to WillScot Mobile Mini Holdings Corp.). From and after the Effective
Date, no additional Awards will be granted under the Prior Plan. All Awards granted on or after the Effective Date will be granted
under this Plan. All Awards granted under the Prior Plan will remain subject to the terms of the Prior Plan.


 


(b) Purpose. The purpose
of the Plan is to provide a means through which the Company and its Affiliates may attract and retain key personnel and to provide
a means whereby directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants
and advisors) of the Company and its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive
compensation, which may (but need not) be measured by reference to the value of Common Shares, thereby strengthening their commitment
to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s shareholders.


 


2. Definitions. The following definitions
shall be applicable throughout the Plan:


 


(a)       “Affiliate”
means (i) any person or entity that directly or indirectly controls, is controlled by or is under common control with the
Company and/or (ii) to the extent provided by the Committee, any person or entity in which the Company has a significant interest.
The term “control” (including, with correlative meaning, the terms “controlled by” and “under common
control with”), as applied to any person or entity, means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of such person or entity, whether through the ownership of voting or other
securities, by contract or otherwise.


 


(b)       “Award”
means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit, Stock Bonus Award, and Performance Compensation Award granted under the Plan.


 


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


 


(d)       “Business
Combination” has the meaning given such term in the definition of “Change in Control”.


 


(e)       “Cause”
means, in the case of a particular Award, unless the applicable Award agreement states otherwise, (i) the Company or an Affiliate
having “cause” to terminate a Participant’s employment or service, as defined in any employment or consulting
or similar agreement between the Participant and the Company or an Affiliate in effect at the time of such termination or (ii) in
the absence of any such employment or consulting or similar agreement (or the absence of any definition of “Cause”
contained therein), (A) the Participant’s indictment for, conviction of or plea of nolo contendere to, a felony
(other than in connection with a traffic violation) under any state or federal law, (B) the Participant’s failure to
substantially perform his or her essential job functions after receipt of written notice from the Company requesting such performance,
(C) an act of fraud or gross misconduct with respect, in each case, to the Company, by the Participant, (D) any material
misconduct by the Participant that could be reasonably expected to damage the reputation or business of the Company or any of its
subsidiaries, or (E) the Participant’s violation of a material policy of the Company. Any determination of whether Cause
exists shall be made by the Committee in its sole discretion.


 


(f)       “Change
in Control” shall, in the case of a particular Award, unless the applicable Award agreement states otherwise or contains
a different definition of “Change in Control,” be deemed to occur upon:


 


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


 






    	 		 



     


    

 


ii.       Any
 “person” (as such term is defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of
the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the
 “Company Voting Securities”); provided, however, that the event described in this paragraph (ii) shall
not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Company or any Subsidiary;
(B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary; (C) by
any underwriter temporarily holding securities pursuant to an offering of such securities; (D) pursuant to a Non-Qualifying
Transaction, as defined in paragraph (iii), or (E) by any person of Company Voting Securities from the Company, if a
majority of the Incumbent Directors approve in advance the acquisition of beneficial ownership of 35% or more of Company Voting
Securities by such person;


 


iii.       The
consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company
or any of its Subsidiaries that requires the approval of the Company’s stockholders, whether for such transaction or the
issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business
Combination: (A) more than 50% of the total voting power of (1) the corporation resulting from such Business Combination
(the “Surviving Corporation”), or (2) if applicable, the ultimate parent corporation that directly or indirectly
has beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent
Corporation”), is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination
(or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business
Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such
Company Voting Securities among the holders thereof immediately prior to the Business Combination; (B) no person (other than
any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is
or becomes the beneficial owner, directly or indirectly, of 35% or more of the total voting power of the outstanding voting securities
eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (C) at
least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the
Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s
approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies
all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”);
or


 


iv.       The
consummation of a sale of all or substantially all of the Company’s assets or the stockholders of the Company approve a plan
of complete liquidation or dissolution of the Company.


 


Notwithstanding the foregoing, a Change
in Control shall not be deemed to occur solely because any person acquires beneficial ownership of more than 35% of the Company
Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company
Voting Securities outstanding; provided, that if after such acquisition by the Company such person becomes the beneficial owner
of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned
by such person, a Change in Control of the Company shall then occur.


 


Solely with respect to any award that constitutes
 “deferred compensation” subject to Section 409A of the Code and that is payable on account of a Change in Control
(including any installments or stream of payments that are accelerated on account of a Change in Control), a Change in Control
shall occur only if such event also constitutes a “change in the ownership”, “change in effective control”,
and/or a “change in the ownership of a substantial portion of assets” of the Company as those terms are defined under
Treasury Regulation §1.409A-3(i)(5), but only to the extent necessary to establish a time or form of payment that complies
with Section 409A of the Code, without altering the definition of Change in Control for purposes of determining whether rights
to such award become vested or otherwise unconditional upon the Change in Control.


 






    	 		 



     


    

 


(g)       “Code”
means the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan to any section of the Code
shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor
provisions to such section, regulations or guidance.


 


(h)       “Committee”
means the Compensation Committee of the Board or, if no such committee has been appointed by the Board, the Board.


 


(i)       “Common
Shares” means shares of the Company’s common stock, par value $0.0001 per share (and any stock or other securities
into which such ordinary shares may be converted or into which they may be exchanged).


 


(j)       “Company”
means WillScot Mobile Mini Holdings Corp., a Delaware Corporation.


 


(k)       “Confidential
Information” means any and all confidential and/or proprietary trade secrets, knowledge, data, or information of the
Company including, without limitation, any: (A) drawings, inventions, methodologies, mask works, ideas, processes, formulas,
source and object codes, data, programs, software source documents, works of authorship, know-how, improvements, discoveries,
developments, designs and techniques, and all other work product of the Company, whether or not patentable or registrable under
trademark, copyright, patent or similar laws; (B) information regarding plans for research, development, new service offerings
and/or products, marketing, advertising and selling, distribution, business plans and strategies, business forecasts, budgets and
unpublished financial statements, licenses, prices and costs, suppliers, customers, customer history, customer preferences, or
distribution arrangements; (C) any information regarding the skills or compensation of employees, suppliers, agents, and/or
independent contractors of the Company; (D) concepts and ideas relating to the development and distribution of content in
any medium or to the current, future and proposed products or services of the Company; (E) information about the Company’s
investment program, trading methodology, or portfolio holdings; or (F) any other information, data or the like that is labeled
confidential or described as confidential.


 


(l)       “Date
of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such
authorization.


 


(m)       “Effective
Date” means July 1, 2020.


 


(n)       “Eligible
Director” means a person who is a “non-employee director” within the meaning of Rule 16b-3 under
the Exchange Act.


 


(o)       “Eligible
Person” means any (i) individual employed by the Company or an Affiliate; provided, however, that
no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility
is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director of the
Company or an Affiliate; (iii) consultant or advisor to the Company or an Affiliate; provided that if the Securities
Act applies such persons must be eligible to be offered securities registrable on Form S-8 under the Securities Act; or
(iv) prospective employees, directors, officers, consultants or advisors who have accepted offers of employment or consultancy
from the Company or its Affiliates (and would satisfy the provisions of clauses (i) through (iii) above once he or she
begins employment with or begins providing services to the Company or its Affiliates).


 


(p)       “Exchange
Act” has the meaning given such term in the definition of “Change in Control,” and any reference in the Plan
to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative
guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.


 


(q)       “Exercise
Price” has the meaning given such term in Section 7(b) of the Plan.


 


(r)       “Fair
Market Value” means, as of any date, the value of Common Shares determined as follows:


 


(i)       If
the Common Shares are listed on any established stock exchange or a national market system will be the closing sales price for
such shares (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as
reported in The Wall Street Journal or such other source as the Committee deems reliable;


 






    	 		 



     


    

 


(ii)       If
the Common Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value
of a Common Share will be the mean between the high bid and low asked prices for the Common Shares on the day of determination,
as reported in The Wall Street Journal or such other source as the Committee deems reliable; or


 


(iii)       In
the absence of an established market for the Common Shares, the Fair Market Value will be determined in good faith by the Committee.


 


(s)       “Good
Reason” means, if applicable to any Participant in the case of a particular Award, as defined in the Participant’s
employment agreement or the applicable Award agreement.


 


(t)       “Immediate
Family Members” shall have the meaning set forth in Section 16(b).


 


(u)       “Incentive
Stock Option” means an Option that is designated by the Committee as an incentive stock option as described in Section 422
of the Code and otherwise meets the requirements set forth in the Plan.


 


(v)       “Indemnifiable
Person” shall have the meaning set forth in Section 4(e) of the Plan.


 


(w)       “Intellectual
Property Products” shall have the meaning set forth in Section 15(c) of the Plan.


 


(x)       “Mature
Shares” means Common Shares owned by a Participant that are not subject to any pledge or security interest and that have
been either previously acquired by the Participant on the open market or meet such other requirements, if any, as the Committee
may determine are necessary in order to avoid an accounting earnings charge on account of the use of such shares to pay the Exercise
Price or satisfy a withholding obligation of the Participant.


 


(y)       “Nonqualified
Stock Option” means an Option that is not designated by the Committee as an Incentive Stock Option.


 


(z)       “Option”
means an Award granted under Section 7 of the Plan.


 


(aa)“Option Period”
has the meaning given such term in Section 7(c) of the Plan.


 


(bb)“Outstanding
Company Common Shares” has the meaning given such term in the definition of “Change in Control.”


 


(cc)“Outstanding
Company Voting Securities” has the meaning given such term in the definition of “Change in Control.”


 


(dd)“Participant”
means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to
Section 6 of the Plan.


 


(ee)“Performance
Compensation Award” shall mean any Award designated by the Committee as a Performance Compensation Award pursuant to
Section 11 of the Plan.


 


(ff)“Performance
Criteria” shall mean the criterion or criteria that the Committee shall select for purposes of establishing the Performance
Goal(s) for a Performance Period with respect to any Performance Compensation Award under the Plan.


 


(gg)“Performance
Formula” shall mean, for a Performance Period, the one or more objective formulae applied against the relevant Performance
Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but
less than all, or none of the Performance Compensation Award has been earned for the Performance Period.


 


(hh)“Performance
Goals” shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance Period
based upon the Performance Criteria.


 






    	 		 



     


    

 


(ii)       “Performance
Period” shall mean the one or more periods of time, as the Committee may select, over which the attainment of one or
more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance
Compensation Award.


 


(jj)“Permitted Transferee”
shall have the meaning set forth in Section 16(b) of the Plan.


 


(kk)“Person”
has the meaning given such term in the definition of “Change in Control.”


 


(ll)“Plan”
means this WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan.


 


(mm)“Qualifying Termination”
means the occurrence of either a termination of a Participant’s employment by the Company without Cause or for Good Reason,
in either case, occurring on or within the 12-month period following the consummation of a Change in Control.


 


(nn)“Restricted Period”
means the period of time determined by the Committee during which an Award is subject to restrictions or, as applicable, the period
of time within which performance is measured for purposes of determining whether an Award has been earned.


 


(oo)       “Restricted
Stock Unit” means an unfunded and unsecured promise to deliver Common Shares, cash, other securities or other property,
subject to certain performance or time-based restrictions (including, without limitation, a requirement that the Participant
remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the
Plan.


 


(pp)“Restricted Stock”
means Common Shares, subject to certain specified performance or time-based restrictions (including, without limitation, a
requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted
under Section 9 of the Plan.


 


(qq)“Retirement”
means except as otherwise determined by the Committee and set forth in an Award agreement, termination of employment from the Company
and its Affiliates (other than for Cause) on a date the Participant is then eligible to receive immediate, early or normal retirement
benefits under the provisions of any of the Company’s or its Affiliate’s retirement plans, or if the Participant is
not covered under any such plan, on or after attainment of age fifty-five (55) and completion of ten (10) years of
continuous service with the Company and its Affiliates or on or after attainment of age sixty-five (65) and completion
of five (5) years of continuous service with the Company and its Affiliates.


 


(rr)“SAR Period”
has the meaning given such term in Section 8(b) of the Plan.


 


(ss)“Securities Act”
means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section of the Securities
Act shall be deemed to include any rules, regulations or other interpretative guidance under such section, and any amendments or
successor provisions to such section, rules, regulations or guidance.


 


(tt)“Stock Appreciation
Right” or “SAR” means an Award granted under Section 8 of the Plan.


 


(uu)“Stock Bonus
Award” means an Award granted under Section 10 of the Plan.


 


(vv)“Strike Price”
means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in the case of a SAR granted in
tandem with an Option, the Exercise Price of the related Option, or (ii) in the case of a SAR granted independent of an Option,
the Fair Market Value on the Date of Grant.


 


(xx)       “Subsidiary”
means, with respect to any specified Person:


 


(i)       any
corporation, association or other business entity of which more than 50% of the total voting power of shares of Outstanding Company
Voting Securities (without regard to the occurrence of any contingency and after giving effect to any voting agreement or shareholders’
agreement that effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or
one or more of the other Subsidiaries of that Person (or a combination thereof); and


 






    	 		 



     


    

 


(ii)       any
partnership (or any comparable foreign entity (a) the sole general partner (or functional equivalent thereof) or the managing
general partner of which is such Person or Subsidiary of such Person or (b) the only general partners (or functional equivalents
thereof) of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).


 


(yy)“Substitute Award”
has the meaning given such term in Section 5(e).


 


3. Effective Date; Duration. The
Plan shall be effective as of the Effective Date. The expiration date of the Plan, on and after which date no Awards may be granted
hereunder, shall be the tenth anniversary of the Effective Date; provided, however, that such expiration shall not
affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards.


 


4. Administration. (a) The Committee
shall administer the Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the Exchange
Act (if the Board is not acting as the Committee under the Plan) it is intended that each member of the Committee shall, at the
time he takes any action with respect to an Award under the Plan, be an Eligible Director. However, the fact that a Committee member
shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee that is otherwise validly
granted under the Plan. The acts of a majority of the members present at any meeting at which a quorum is present or acts approved
in writing by a majority of the Committee shall be deemed the acts of the Committee. Whether a quorum is present shall be determined
based on the Committee’s charter as approved by the Board.


 


(b)       Subject
to the provisions of the Plan and applicable law, the Committee shall have the sole and plenary authority, in addition to other
express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine
the type or types of Awards to be granted to a Participant; (iii) determine the number of Common Shares to be covered by,
or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine
the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled
or exercised in cash, Common Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended and
the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether,
to what extent, and under what circumstances the delivery of cash, Common Shares, other securities, other Awards or other property
and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant
or of the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any
omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish, amend,
suspend, or waive any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration
of the Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards; and (x) make
any other determination and take any other action that the Committee deems necessary or desirable for the administration of the
Plan.


 


(c)       The
Committee may delegate to one or more officers of the Company or any Affiliate the authority to act on behalf of the Committee
with respect to any matter, right, obligation, or election that is the responsibility of or that is allocated to the Committee
herein, and that may be so delegated as a matter of law, except for grants of Awards to persons subject to Section 16 of the
Exchange Act.


 


(d)       Unless
otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with
respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion
of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons or entities, including, without
limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any shareholder of the Company.


 






    	 		 



     


    

 


(e)       No
member of the Board, the Committee, delegate of the Committee or any employee or agent of the Company (each such person, an “Indemnifiable
Person”) shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect
to the Plan or any Award hereunder. Each Indemnifiable Person shall be indemnified and held harmless by the Company against and
from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable
Person in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or
in which such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award
agreement and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement
thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against such
Indemnifiable Person, provided that the Company shall have the right, at its own expense, to assume and defend any such
action, suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole control
over such defense with counsel of the Company’s choice. The
foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or other
final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts
or omissions of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s
bad faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by
the Company’s Certificate of Incorporation or By-Laws. The foregoing right of indemnification shall not be exclusive
of any other rights of indemnification to which such Indemnifiable Persons may be entitled under the Company’s Certificate
of Incorporation or By-Laws, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such
Indemnifiable Persons or hold them harmless.


 


(f)       Notwithstanding
anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time to time, grant
Awards and administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to
the Committee under the Plan.


 


5. Grant of Awards; Shares Subject to
the Plan; Limitations. (a) The Committee may, from time to time, grant Options, Stock Appreciation Rights, Restricted
Stock, Restricted Stock Units, Stock Bonus Awards and/or Performance Compensation Awards to one or more Eligible Persons.


 


(b)       Subject
to Section 12 of the Plan, Awards granted under the Plan shall be subject to the following limitations: (i) the Committee
is authorized to deliver under the Plan an aggregate of Common Shares, (ii) the maximum number of Common Shares that may be
granted under the Plan to any Participant during any single year with respect to Awards that are Options and SARs shall be 1,500,000
Common Shares, and (iii) the maximum number of Common Shares that may be granted under the Plan during any single year to
any Participant who is a non-employee director, when taken together with any cash fees paid to such non-employee director
during such year in respect of his or her service as a non-employee director, shall not exceed $600,000 in total value (calculating
the value of any such Awards based on the grant date Fair Market Value of such Awards for financial reporting purposes); provided
that the Board may make exceptions to this limit for a non-executive chair of the Board.


 


(c)       In
the event that (i) any Option or other Award granted hereunder is exercised through the tendering of Common Shares (either
actually or by attestation) or by the withholding of Common Shares by the Company, or (ii) withholding tax liabilities arising
from such Option or other Award are satisfied by the tendering of Common Shares (either actually or by attestation) or by the withholding
of Common Shares by the Company, then in each such case the Common Shares so tendered or withheld shall be added to the Common
Shares available for grant under the Plan on a one-for-one basis. Shares underlying Awards under this Plan that are forfeited,
cancelled, expire unexercised, or are settled in cash are available again for Awards under the Plan.


 


(d)       Common
Shares delivered by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury of the
Company, shares purchased on the open market or by private purchase, or a combination of the foregoing.


 


(e)       Awards
may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards
previously granted by an entity acquired by the Company or with which the Company combines (“Substitute Awards”).
The number of Common Shares underlying any Substitute Awards shall not be counted against the aggregate number of Common Shares
available for Awards under the Plan.


 


(f)       Notwithstanding
any other provision of the Plan to the contrary, Awards granted under the Plan (other than cash-based Awards) shall vest no
earlier than the first anniversary of the date on which the Award is granted; provided that the following Awards shall not be subject
to the foregoing minimum vesting requirement: any (i) Substitute Awards, (ii) Common Shares delivered in lieu of fully
vested cash Awards, (iii) Awards to non-employee directors that vest on the earlier of the one-year anniversary of
the date of grant and the next annual meeting of stockholders which is at least 50 weeks after immediately preceding year’s
annual meeting, and (iv) additional Awards the Committee may grant, up to a maximum of five percent (5%) of the available
share reserve originally authorized for issuance under the Plan pursuant to Section 5(b) (subject to adjustment under Section 12);
and, provided, further, that the foregoing minimum vesting requirement does not apply to the Committee’s discretion to provide
for accelerated exercisability or vesting of any Award, including, but not limited to in cases of retirement, death, disability
or a Change in Control, in the terms of the Award agreement or otherwise.


 


6. Eligibility. Participation shall
be limited to Eligible Persons who have entered into an Award agreement or who have received written notification from the Committee,
or from a person designated by the Committee, that they have been selected to participate in the Plan.


 






    	 		 



     


    

 


7. Options. (a) Generally.
Each Option granted under the Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including email
or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each Option so granted
shall be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with the Plan
as may be reflected in the applicable Award agreement. All Options granted under the Plan shall be Nonqualified Stock Options unless
the applicable Award agreement expressly states that the Option is intended to be an Incentive Stock Option. Incentive Stock Options
shall be granted only to Eligible Persons who are employees of the Company and its Affiliates, and no Incentive Stock Option shall
be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated
as an Incentive Stock Option unless the Plan has been approved by the shareholders of the Company in a manner intended to comply
with the stockholder approval requirements of Section 422(b)(1) of the Code; provided that any Option intended to be
an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such
Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained. In the case of an Incentive
Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Section 422
of the Code. If for any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as
an Incentive Stock Option, then, to the extent of such nonqualification, such Option or portion thereof shall be regarded as a
Nonqualified Stock Option appropriately granted under the Plan.


 


(b) Exercise Price. The
exercise price (“Exercise Price”) per Common Share for each Option shall not be less than 100% of the Fair Market
Value of such share determined as of the Date of Grant; provided, however, that in the case of an Incentive Stock
Option granted to an employee who, at the time of the grant of such Option, owns shares representing more than 10% of the voting
power of all classes of shares of the Company or any Affiliate, the Exercise Price per share shall not be less than 110% of the
Fair Market Value per share on the Date of Grant and provided further, that, notwithstanding any provision herein to the
contrary, the Exercise Price shall not be less than the par value per Common Share.


 


(c) Vesting and Expiration.
Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee and shall expire
after such period, not to exceed ten years, as may be determined by the Committee (the “Option Period”); provided,
however, that the Option Period shall not exceed five years from the Date of Grant in the case of an Incentive Stock Option
granted to a Participant who on the Date of Grant owns shares representing more than 10% of the voting power of all classes of
shares of the Company or any Affiliate; provided, further, that notwithstanding any vesting dates set by the Committee, the Committee
may, in its sole discretion, accelerate the exercisability of any Option, which acceleration shall not affect the terms and conditions
of such Option other than with respect to exercisability. Unless otherwise provided by the Committee in an Award agreement: (i) an
Option shall vest and become exercisable with respect to 100% of the Common Shares subject to such Option on the fourth anniversary
of the Date of Grant; (ii) the unvested portion of an Option shall expire upon termination of employment or service of the
Participant granted the Option, and the vested portion of such Option shall remain exercisable for (A) two years following
termination of employment or service by reason of such Participant’s Retirement, death or disability (as determined by the
Committee), but not later than the expiration of the Option Period or (B) 90 days following termination of employment
or service for any reason other than such Participant’s Retirement, death or disability, and other than such Participant’s
termination of employment or service for Cause, but not later than the expiration of the Option Period; and (iii) both the
unvested and the vested portion of an Option shall expire upon the termination of the Participant’s employment or service
by the Company for Cause. If the Option would expire at a time when the exercise of the Option would violate applicable securities
laws, the expiration date applicable to the Option will be automatically extended to a date that is thirty (30) calendar days
following the date such exercise would no longer violate applicable securities laws (so long as such extension shall not violate
Section 409A of the Code); provided, that in no event shall such expiration date be extended beyond the expiration of the
Option Period.


 


(d) Method of Exercise
and Form of Payment. No Common Shares shall be delivered pursuant to any exercise of an Option until payment in full of
the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any
federal, state, local and non-U.S. income and employment taxes required to be withheld. Options that have become
exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the
terms of the Option accompanied by payment of the Exercise Price. The Exercise Price shall be payable (i) in cash,
check, cash equivalent and/or Common Shares valued at the fair market value at the time the Option is exercised (including,
pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of Common
Shares in lieu of actual delivery of such shares to the Company or other security interest and are Mature Shares and;
(ii) by such other method as the Committee may permit in accordance with applicable law, in its sole discretion,
including without limitation: (A) in other property having a fair market value on the date of exercise equal to the
Exercise Price or (B) if there is a public market for the Common Shares at such time, by means of a broker-assisted
 “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a
stockbroker to sell the Common Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the
Company an amount equal to the Exercise Price or (C) by a “net exercise” method whereby the Company
withholds from the delivery of the Common Shares for which the Option was exercised that number of Common Shares having a
fair market value equal to the aggregate Exercise Price for the Common Shares for which the Option was exercised. No
fractional Common Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Common Shares, or
whether such fractional Common Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.


 






    	 		 



     


    

 


(e) Notification upon Disqualifying
Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under the Plan shall notify the
Company in writing immediately after the date he makes a disqualifying disposition of any Common Shares acquired pursuant to the
exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without limitation, any sale)
of such Common Shares before the later of (A) two years after the Date of Grant of the Incentive Stock Option or (B) one
year after the date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance
with procedures established by the Committee, retain possession of any Common Shares acquired pursuant to the exercise of an Incentive
Stock Option as agent for the applicable Participant until the end of the period described in the preceding sentence.


 


(f) Compliance With Laws, etc.
Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner that the Committee
determines would violate the Sarbanes- Oxley Act of 2002, if applicable, or any other applicable law or the applicable rules
and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange or
inter-dealer quotation system on which the securities of the Company are listed or traded.


 


8. Stock Appreciation Rights. (a) Generally.
Each SAR granted under the Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including email
or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each SAR so granted
shall be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with the Plan
as may be reflected in the applicable Award agreement. Any Option granted under the Plan may include tandem SARs. The Committee
also may award SARs to Eligible Persons independent of any Option.


 


(b) Exercise Price. The
Exercise Price per Common Share for each SAR shall not be less than 100% of the Fair Market Value of such share determined as of
the Date of Grant


 


(c) Vesting and Expiration.
A SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting schedule and
expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable and
shall expire in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed
ten years, as may be determined by the Committee (the “SAR Period”); provided, however, that notwithstanding
any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any SAR, which
acceleration shall not affect the terms and conditions of such SAR other than with respect to exercisability. Unless otherwise
provided by the Committee in an Award agreement: (i) a SAR shall vest and become exercisable with respect to 100% of the Common
Shares subject to such SAR on the fourth anniversary of the Date of Grant; (ii) the unvested portion of a SAR shall expire
upon termination of employment or service of the Participant granted the SAR, and the vested portion of such SAR shall remain exercisable
for (A) two years following termination of employment or service by reason of such Participant’s Retirement, death or
disability (as determined by the Committee), but not later than the expiration of the SAR Period or (B) 90 days following
termination of employment or service for any reason other than such Participant’s Retirement, death or disability, and other
than such Participant’s termination of employment or service for Cause, but not later than the expiration of the SAR Period;
and (iii) both the unvested and the vested portion of a SAR shall expire upon the termination of the Participant’s employment
or service by the Company for Cause.


 


(d) Method of
Exercise. SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise to
the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which
such SARs were awarded. Notwithstanding the foregoing, if on the last day of the Option Period (or in the case of a SAR
independent of an option, the SAR Period), the fair market value exceeds the Strike Price, the Participant has not exercised
the SAR or the corresponding Option (if applicable), and neither the SAR nor the corresponding Option (if applicable) has
expired, such SAR shall be deemed to have been exercised by the Participant on such last day and the Company shall make the
appropriate payment therefor.


 






    	 		 



     


    

 


(e) Payment. Upon the exercise
of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that are being exercised
multiplied by the excess, if any, of the fair market value of one Common Share on the exercise date over the Strike Price, less
an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. The Company
shall pay such amount in cash, in Common Shares valued at fair market value, or any combination thereof, as determined by the Committee.
No fractional Common Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether
cash, other securities or other property shall be paid or transferred in lieu of any fractional Common Shares, or whether such
fractional Common Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.


 


9. Restricted Stock and Restricted Stock
Units. (a) Generally. Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award
agreement (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third
party under contract with the Company)). Each such grant shall be subject to the conditions set forth in this Section 9, and
to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement.


 


(b) Restricted Accounts; Escrow
or Similar Arrangement. Upon the grant of Restricted Stock, a book entry in a restricted account shall be established in the
Participant’s name at the Company’s transfer agent and, if the Committee determines that the Restricted Stock shall
be held by the Company or in escrow rather than held in such restricted account pending the release of the applicable restrictions,
the Committee may require the Participant to additionally execute and deliver to the Company (i) an escrow agreement satisfactory
to the Committee, if applicable, and (ii) the appropriate share power (endorsed in blank) with respect to the Restricted Stock
covered by such agreement. If a Participant shall fail to execute an agreement evidencing an Award of Restricted Stock and, if
applicable, an escrow agreement and blank share power within the amount of time specified by the Committee, the Award shall be
null and void. Subject to the restrictions set forth in this Section 9 and the applicable Award agreement, the Participant
generally shall have the rights and privileges of a shareholder as to such Restricted Stock, including without limitation the right
to vote such Restricted Stock and the right to receive dividends, if applicable. To the extent shares of Restricted Stock are forfeited,
any share certificates issued to the Participant evidencing such shares shall be returned to the Company, and all rights of the
Participant to such shares and as a shareholder with respect thereto shall terminate without further obligation on the part of
the Company.


 


(c) Vesting; Acceleration of
Lapse of Restrictions. Unless otherwise provided by the Committee in an Award agreement: (i) the Restricted Period shall
lapse with respect to 100% of the Restricted Stock and Restricted Stock Units on the fourth anniversary of the Date of Grant; and
(ii) the unvested portion of Restricted Stock and Restricted Stock Units shall terminate and be forfeited upon termination
of employment or service of the Participant granted the applicable Award.


 


(d) Delivery of Restricted
Stock and Settlement of Restricted Stock Units. (i) Upon the expiration of the Restricted Period with respect to any shares
of Restricted Stock, the restrictions set forth in the applicable Award agreement shall be of no further force or effect with respect
to such shares, except as set forth in the applicable Award agreement. If an escrow arrangement is used, upon such expiration,
the Company shall deliver to the Participant, or his beneficiary, without charge, the share certificate evidencing the shares of
Restricted Stock that have not then been forfeited and with respect to which the Restricted Period has expired (rounded down to
the nearest full share). Dividends, if any, that may have been withheld by the Committee and attributable to any particular share
of Restricted Stock shall be distributed to the Committee and attributable to any particular share of Restricted Stock shall be
distributed to the Participant in cash or, at the sole discretion of the Committee, in Common Shares having a fair market value
equal to the amount of such dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant
shall have no right to such dividends (except as otherwise set forth by the Committee in the applicable Award agreement).


 


(ii)       Unless
otherwise provided by the Committee in an Award agreement, upon the expiration of the Restricted Period with respect to any
outstanding Restricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one
Common Share for each such outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole
discretion, elect to (i) pay cash or part cash and part Common Share in lieu of delivering only Common Shares in respect
of such Restricted Stock Units or (ii) defer the delivery of Common Shares (or cash or part Common Shares and part cash,
as the case may be) beyond the expiration of the Restricted Period if such delivery would result in a violation of applicable
law until such time as is no longer the case. If a cash payment is made in lieu of delivering Common Shares, the amount of
such payment shall be equal to the fair market value of the Common Shares as of the date on which the Restricted Period
lapsed with respect to such Restricted Stock Units, less an amount equal to any federal, state, local and non-U.S. income
and employment taxes required to be withheld.


 






    	 		 



     


    

 






10. Stock Bonus Awards. The Committee
may issue unrestricted Common Shares, or other Awards denominated in Common Shares, under the Plan to Eligible Persons, either
alone or in tandem with other awards, in such amounts as the Committee shall from time to time in its sole discretion determine.
Each Stock Bonus Award granted under the Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including
email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each Stock Bonus
Award so granted shall be subject to such conditions not inconsistent with the Plan as may be reflected in the applicable Award
agreement.


 


11. Performance Compensation Awards.
(a) Generally. The Committee shall have the authority, at the time of grant of any Award described in Sections 7
through 10 of the Plan, to designate such Award as a Performance Compensation Award. The Committee shall have the authority to
make an award of a cash bonus to any Participant and designate such Award as a Performance Compensation Award.


 


(b) Discretion of Committee
with Respect to Performance Compensation Awards. With regard to a particular Performance Period, the Committee shall have sole
discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued, the Performance
Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goals(s) that is
(are) to apply and the Performance Formula.


 


(c) Performance Criteria.
The Performance Criteria that will be used to establish the Performance Goal(s) for Performance Compensation Awards granted on
or after the date of the Company’s 2017 Annual Meeting of Shareholders shall be based on the attainment of specific levels
of performance of the Company (and/or one or more Affiliates, divisions, business segments or operational units, or any combination
of the foregoing) and shall include the following: (i) net earnings or net income (before or after taxes); (ii) basic
or diluted earnings per share (before or after taxes); (iii) net revenue or revenue growth; (iv) gross profit or gross
profit growth; (v) operating profit (before or after taxes); (vi) return measures (including, but not limited to, return
on assets, capital, invested capital, equity, or sales); (vii) cash flow (including, but not limited to, operating cash flow,
free cash flow, net cash provided by operations and cash flow return on capital); (viii) financing and other capital raising
transactions (including, but not limited to, sales of the Company’s equity or debt securities); (ix) earnings before
or after taxes, interest, depreciation and/or amortization; (x) gross or operating margins; (xi) productivity ratios;
(xii) share price (including, but not limited to, growth measures and total shareholder return); (xiii) expense targets;
(xiv) margins; (xv) productivity and operating efficiencies; (xvi) objective measures of customer satisfaction;
(xvii) customer growth; (xviii) working capital targets; (xix) measures of economic value added; (xx) inventory
control; (xxi) enterprise value; (xxii) sales; (xxiii) debt levels and net debt; (xxiv) combined ratio; (xxv) timely
launch of new facilities; (xxvi) client retention; (xxvii) employee retention; (xxviii) timely completion of new
product rollouts; (xxix) cost targets; (xxx) reductions and savings; (xxxi) productivity and efficiencies; (xxxii) strategic
partnerships or transactions; and (xxxiii) objective measures of personal targets, goals or completion of projects. Any one
or more of the Performance Criteria may be used on an absolute or relative basis to measure the performance of the Company and/or
one or more Affiliates as a whole or any business unit(s) of the Company and/or one or more Affiliates or any combination thereof,
as the Committee may deem appropriate, or any of the above Performance Criteria may be compared to the performance of a selected
group of comparison or peer companies, or a published or special index that the Committee, in its sole discretion, deems appropriate,
or as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any
Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph Any Performance
Criteria that are financial metrics, may be determined in accordance with United States Generally Accepted Accounting Principles
(“GAAP”) or may be adjusted when established to include or exclude any items otherwise includable or excludable under
GAAP.


 


(d) Modification of
Performance Goal(s). The Committee is authorized at any time to adjust or modify the calculation of a Performance Goal
for such Performance Period, based on and in order to appropriately reflect any specified circumstance or event that occurs
during a Performance Period, including but not limited to the following events:(i) asset write-downs;
(ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles,
or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring programs;
(v) unusual and/or infrequently occurring items as described in Accounting Principles Board Opinion No. 30 (or any
successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of
operations appearing in the Company’s annual report to shareholders for the applicable year; acquisitions or
divestitures; (vii) discontinued operations; (viii) any other specific unusual or infrequently occurring or
non-recurring events, or objectively determinable category thereof; (ix) foreign exchange gains and losses; and
(x) a change in the Company’s fiscal year.


 






    


    


    

 


(e) Payment of Performance
Compensation Awards. (i) Condition to Receipt of Payment. Unless otherwise provided in the applicable Award agreement,
a Participant must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of
a Performance Compensation Award for such Performance Period.


 


(ii)        Limitation.
A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (A) the
Performance Goals for such period are achieved; and (B) all or some of the portion of such Participant’s Performance
Compensation Award has been earned for the Performance Period based on the application of the Performance Formula to such achieved
Performance Goals.


 


(iii)       Certification.
Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent,
the Performance Goals for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of
the Performance Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine
the amount of each Participant’s Performance Compensation Award actually payable for the Performance Period.


 


(f) Timing of Award Payments.
Performance Compensation Awards granted for a Performance Period shall be paid to Participants as soon as administratively practicable
following completion of the certifications required by this Section 11.


 


12. Changes in Capital Structure and
Similar Events. In the event of (a) any dividend (other than ordinary cash dividends) or other distribution (whether in
the form of cash, Common Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization,
merger, amalgamation, consolidation, spin- off, split-up, split-off, combination, repurchase or exchange of Common
Shares or other securities of the Company, issuance of warrants or other rights to acquire Common Shares or other securities of
the Company, or other similar corporate transaction or event (including, without limitation, a Change in Control) that affects
the Common Shares, or


 


(b)         unusual
or infrequently occurring events (including, without limitation, a Change in Control) affecting the Company, any Affiliate, or
the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements
of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in
either case an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee
shall make any such adjustments in such manner as it may deem equitable, including without limitation any or all of the following:


 


(i)          adjusting
any or all of (A) the number of Common Shares or other securities of the Company (or number and kind of other securities or
other property) that may be delivered in respect of Awards or with respect to which Awards may be granted under the Plan (including,
without limitation, adjusting any or all of the limitations under Section 5 of the Plan) and (B) the terms of any outstanding
Award, including, without limitation, (1) the number of Common Shares or other securities of the Company (or number and kind
of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate, (2) the Exercise
Price or Strike Price with respect to any Award or (3) any applicable performance measures (including, without limitation,
Performance Criteria and Performance Goals);


 


(ii)         providing
for a substitution or assumption of Awards, accelerating the exercisability of, lapse of restrictions on, or termination of, Awards
or providing for a period of time for exercise prior to the occurrence of such event; and


 






    


    


    

 


(iii)        canceling
any one or more outstanding Awards and causing to be paid to the holders thereof, in cash, Common Shares, other securities or
other property, or any combination thereof, the value of such Awards, if any, as determined by the Committee (which if
applicable may be based upon the price per Common Share received or to be received by other shareholders of the Company in
such event), including without limitation, in the case of an outstanding Option or SAR, a cash payment in an amount equal to
the excess, if any, of the fair market value (as of a date specified by the Committee) of the Common Shares subject to such
Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR, respectively (it being understood
that, in such event, any Option or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the fair
market value of a Common Share subject thereto may be canceled and terminated without any payment or consideration therefor); provided, however,
that in the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board
Accounting Standards Codification Topic 718), the Committee shall make an equitable or proportionate adjustment to
outstanding Awards to reflect such equity restructuring. Any adjustment in Incentive Stock Options under this Section 12
(other than any cancellation of Incentive Stock Options) shall be made only to the extent not constituting a
 “modification” within the meaning of Section 424(h)(3) of the Code, and any adjustments under this
Section 12 shall be made in a manner that does not adversely affect the exemption provided pursuant to
Rule 16b-3 under the Exchange Act. The Company shall give each Participant notice of an adjustment hereunder and,
upon notice, such adjustment shall be conclusive and binding for all purposes.


 


13. Effect of Change in Control.
Except to the extent otherwise provided in an Award agreement, in the event of a Change in Control, notwithstanding any provision
of the Plan to the contrary, the Committee may provide that, with respect to all or any portion of a particular outstanding Award
or Awards:


 


(a)       if
a Participant experiences a Qualifying Termination, the Participant’s then outstanding Options and SARs shall become immediately
exercisable as of the date of the Participant’s Qualifying Termination;


 


(b)       if
a Participant experiences a Qualifying Termination, any Restricted Period in effect on the date of the Participant’s Qualifying
Termination shall expire as of such date (including without limitation a waiver of any applicable Performance Goals);


 


(c)       if
a Participant experiences a Qualifying Termination, Performance Periods in effect on the date of the Participant’s Qualifying
Termination shall end on such date, and the Committee shall (i) determine the extent to which Performance Goals with respect
to each such Performance Period have been met based upon such audited or unaudited financial information or other information then
available as it deems relevant and (ii) cause the Participant to receive partial or full payment of Awards for each such Performance
Period based upon the Committee’s determination of the degree of attainment of the Performance Goals, or assuming that the
applicable “target” levels of performance have been attained or on such other basis determined by the Committee.


 


To the extent practicable, any actions taken
by the Committee under the immediately preceding clauses (a) through (c) shall occur in a manner and at a time which
allows affected Participants the ability to participate in the Change in Control transactions with respect to the Common Shares
subject to their Awards.


 


14. Amendments and Termination. (a) Amendment
and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof
at any time; provided that (i) no amendment to Section 11(c) or Section 14(b) (to the extent required by
the proviso in such Section 14(b)) shall be made without shareholder approval and (ii) no such amendment, alteration,
suspension, discontinuation or termination shall be made without shareholder approval if such approval is necessary to comply with
any tax or regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules
or requirements of any securities exchange or inter-dealer quotation system on which the Common Shares may be listed or quoted;
provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially
and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that
extent be effective without the consent of the affected Participant, holder or beneficiary.


 


(b) Amendment of Award
Agreements. The Committee may, to the extent consistent with the terms of any applicable Award agreement, waive any
conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore
granted or the associated Award agreement, prospectively or retroactively; provided that any such waiver, amendment,
alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of
any Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent of
the affected Participant; provided, further, that without shareholder approval, except as otherwise permitted
under Section 12 of the Plan, (i) no amendment or modification may reduce the Exercise Price of any Option or the
Strike Price of any SAR, (ii) the Committee may not cancel any outstanding Option or SAR where the Fair Market Value of
the Common Shares underlying such Option or SAR is less than its Exercise Price and replace it with a new Option or SAR,
another Award or cash and (iii) the Committee may not take any other action that is considered a “repricing”
for purposes of the shareholder approval rules of the applicable securities exchange or inter-dealer quotation system on
which the Common Shares are listed or quoted.


 






    


    


    

 


15. Restrictive Covenants. (a) Confidentiality
. By accepting an Award under the Plan, and as a condition thereof, each Participant agrees not to, at any time, either during
their employment or thereafter, divulge, use, publish or in any other manner reveal, directly or indirectly, to any person, firm,
corporation or any other form of business organization or arrangement, and to keep in the strictest confidence any Confidential
Information, except (i) as may be necessary to the performance of the Participant’s duties to the Company, (ii) with
the Company’s express written consent, (iii) to the extent that any such information is in or becomes in the public
domain other than as a result of the Participant’s breach of any of his or her obligations under this Section 15(a),
or (iv) where required to be disclosed by court order, subpoena or other government process and in such event, the Participant
shall cooperate with the Company in attempting to keep such information confidential to the maximum extent possible. Upon the request
of the Company or an Affiliate, the Participant agrees to promptly deliver to the Company the originals and all copies, in whatever
medium, of all such Confidential Information.


 


(b) Non-Disparagement.
By accepting an Award under the Plan, and as a condition thereof, the Participant acknowledges and agrees that he or she will not
defame or publicly criticize the services, business, integrity, veracity or personal or professional reputation of the Company,
including its officers, directors, partners, executives or agents, in either a professional or personal manner at any time during
or following his or her employment.


 


(c) Post-Employment Property.
By accepting an Award under the Plan, and as a condition thereof, the Participant agrees that any work of authorship, invention,
design, discovery, development, technique, improvement, source code, hardware, device, data, apparatus, practice, process, method
or other work product whatever (whether patentable or subject to copyright, or not, and hereinafter collectively called “discovery”)
related to the business of the Company that the Participant, either solely or in collaboration with others, has made or may make,
discover, invent, develop, perfect, or reduce to practice during his or her employment, whether or not during regular business
hours and created, conceived or prepared on the Company’s premises or otherwise shall be the sole and complete property of
the Company. More particularly, and without limiting the foregoing, the Participant agrees that all of the foregoing and any (i) inventions
(whether patentable or not, and without regard to whether any patent therefor is ever sought), (ii) marks, names, or logos
(whether or not registrable as trade or service marks, and without regard to whether registration therefor is ever sought), (iii) works
of authorship (without regard to whether any claim of copyright therein is ever registered), and (iv) trade secrets, ideas,
and concepts ((i) - (iv) collectively, “Intellectual Property Products”) created, conceived, or prepared on the
Company’s premises or otherwise, whether or not during normal business hours, shall perpetually and throughout the world
be the exclusive property of the Company, as shall all tangible media (including, but not limited to, papers, computer media of
all types, and models) in which such Intellectual Property Products shall be recorded or otherwise fixed. The Participant further
agrees promptly to disclose in writing and deliver to the Company all Intellectual Property Products created during his or her
engagement by the Company, whether or not during normal business hours. The Participant agrees that all works of authorship created
by the Participant during his or her engagement by the Company shall be works made for hire of which the Company is the author
and owner of copyright. To the extent that any competent decision-making authority should ever determine that any work of authorship
created by the Participant during his or her engagement by the Company is not a work made for hire, by accepting an Award, the
Participant assigns all right, title and interest in the copyright therein, in perpetuity and throughout the world, to the Company.
To the extent that this Plan does not otherwise serve to grant or otherwise vest in the Company all rights in any Intellectual
Property Product created by the Participant during his or her engagement by the Company, by accepting an Award, the Participant
assigns all right, title and interest therein, in perpetuity and throughout the world, to the Company. The Participant agrees to
execute, immediately upon the Company’s reasonable request and without charge, any further assignments, applications, conveyances
or other instruments, at any time, whether or not the Participant is engaged by the Company at the time such request is made, in
order to permit the Company and/or its respective assigns to protect, perfect, register, record, maintain, or enhance their rights
in any Intellectual Property Product; provided that the Company shall bear the cost of any such assignments, applications or consequences.
Upon termination of the Participant’s employment by the Company for any reason whatsoever, and at any earlier time the Company
so requests, the Participant will immediately deliver to the custody of the person designated by the Company all originals and
copies of any documents and other property of the Company in the Participant’s possession, under the Participant’s
control or to which he or she may have access.


 






    


    


    

 


For purposes of this Section 15, the
term “Company” shall include the Company and its Affiliates.


 


16. General. (a) Award Agreements.
Each Award under the Plan shall be evidenced by an Award agreement, which shall be delivered to the Participant (whether in paper
or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with
the Company)) and shall specify the terms and conditions of the Award and any rules applicable thereto, including without limitation,
the effect on such Award of the death, disability or termination of employment or service of a Participant, or of such other events
as may be determined by the Committee.


 


(b) Nontransferability.
(i) Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under
applicable law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached,
sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and
any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against
the Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation,
pledge, attachment, sale, transfer or encumbrance.


 


(ii)        Notwithstanding
the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred
by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award
agreement to preserve the purposes of the Plan, to: (A) any person who is a “family member” of the Participant,
as such term is used in the instructions to Form S-8 under the Securities Act (collectively, the “Immediate Family
Members”); (B) a trust solely for the benefit of the Participant and his or her Immediate Family Members; or (C) a
partnership or limited liability company whose only partners or stockholders are the Participant and his or her Immediate Family
Members; or (D) any other transferee as may be approved either (I) by the Board or the Committee in its sole discretion,
or (II) as provided in the applicable Award agreement. (each transferee described in clauses (A), (B) (C) and (D) above
is hereinafter referred to as a “Permitted Transferee”); provided that the Participant gives the Committee
advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant
in writing that such a transfer would comply with the requirements of the Plan.


 


(iii)       The
terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and
any reference in the Plan, or in any applicable Award agreement, to a Participant shall be deemed to refer to the Permitted Transferee,
except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent
and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be
in effect a registration statement on an appropriate form covering the Common Shares to be acquired pursuant to the exercise of
such Option if the Committee determines, consistent with any applicable Award agreement, that such a registration statement is
necessary or appropriate; (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee,
whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise;
and (D) the consequences of the termination of the Participant’s employment by, or services to, the Company or an Affiliate
under the terms of the Plan and the applicable Award agreement shall continue to be applied with respect to the Participant, including,
without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified
in the Plan and the applicable Award agreement.


 


(c) Tax Withholding. (i) A
Participant shall be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and
is hereby authorized to withhold, from any cash, Common Shares, other securities or other property deliverable under any Award
or from any compensation or other amounts owing to a Participant, the amount (in cash, Common Shares, other securities or other
property) of any required withholding taxes (up to the maximum statutory rate under applicable law) in respect of an Award, its
exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the
opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding and taxes.


 


(ii)       Without
limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in
whole or in part, the foregoing withholding liability by (A) the delivery of Common Shares (which are not subject to any pledge
or other security interest and are Mature Shares) owned by the Participant having a fair market value equal to such withholding
liability or (B) having the Company withhold from the number of Common Shares otherwise issuable or deliverable pursuant to the exercise or settlement of the Award
a number of shares with a fair market value equal to such withholding liability.


 






    


    


    

 


(d)       No
Claim to Awards; No Rights to Continued Employment; Waiver. No employee of the Company or an Affiliate, or other person, shall
have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected
for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries
of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto
need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants
are similarly situated. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right
to be retained in the employ or service of the Company or an Affiliate, nor shall it be construed as giving any Participant any
rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment
or discontinue any consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided
in the Plan or any Award agreement. By accepting an Award under the Plan, a Participant shall thereby be deemed to have waived
any claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation of
the Award beyond the period provided under the Plan or any Award agreement, notwithstanding any provision to the contrary in any
written employment contract or other agreement between the Company and its Affiliates and the Participant, whether any such agreement
is executed before, on or after the Date of Grant.


 


(e) International Participants.
With respect to Participants who reside or work outside of the United States of America the Committee may in its sole discretion
amend the terms of the Plan or outstanding Awards with respect to such Participants in order to conform such terms with the requirements
of local law or to obtain more favorable tax or other treatment for a Participant, the Company or its Affiliates.


 


(f) Designation and Change
of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as the beneficiary(ies)
who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his death. A Participant
may, from time to time, revoke or change his beneficiary designation without the consent of any prior beneficiary by filing a new
designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however,
that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s
death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant,
the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate.


 


(g) Termination of Employment/Service.
Unless determined otherwise by the Committee at any point following such event: (i) neither a temporary absence from employment
or service due to illness, vacation or leave of absence nor a transfer from employment or service with the Company to employment
or service with an Affiliate (or vice-versa) shall be considered a termination of employment or service with the Company or
an Affiliate; and (ii) if a Participant’s employment with the Company and its Affiliates terminates, but such Participant
continues to provide services to the Company and its Affiliates in a non-employee capacity (or vice-versa), such change
in status shall not be considered a termination of employment with the Company or an Affiliate.


 


(h) No Rights as a Stockholder.
Except as otherwise specifically provided in the Plan or any Award agreement, no person shall be entitled to the privileges of
ownership in respect of Common Shares that are subject to Awards hereunder until such shares have been issued or delivered to that
person.


 


(i) Government and Other
Regulations. (i) The obligation of the Company to settle Awards in Common Shares or other consideration shall be
subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required.
Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to
sell or to sell, and shall be prohibited from offering to sell or selling, any Common Shares pursuant to an Award unless such
shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or
unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold
without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have
been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the
Common Shares to be offered or sold under the Plan. The Committee shall have the authority to provide that all certificates
for Common Shares or other securities of the Company or any Affiliate delivered under the Plan shall be subject to such stop
transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award agreement,
the federal securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any
securities exchange or inter-dealer quotation system upon which such shares or other securities are then listed or quoted
and any other applicable federal, state, local or non-U.S. laws, and, without limiting the generality of Section 9
of the Plan, the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to
such restrictions. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any
additional terms or provisions to any Award granted under the Plan that it in its sole discretion deems necessary or
advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the
Award is subject.


 






    


    


    

 


(ii)       The
Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions
and/or blockage and/or other market considerations would make the Company’s acquisition of Common Shares from the public
markets, the Company’s issuance of Common Shares to the Participant, the Participant’s acquisition of Common Shares
from the Company and/or the Participant’s sale of Common Shares to the public markets, illegal, impracticable or inadvisable.
If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing, the Company shall pay to
the Participant an amount equal to the excess of (A) the aggregate fair market value of the Common Shares subject to such
Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares would have been vested
or delivered, as applicable), over (B) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively)
or any amount payable as a condition of delivery of Common Shares (in the case of any other Award). Such amount shall be delivered
to the Participant as soon as practicable following the cancellation of such Award or portion thereof.


 


(j) Payments to Persons Other
Than Participants. If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care
for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his estate (unless
a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be
paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by
the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete
discharge of the liability of the Committee and the Company therefor.


 


(k) Nonexclusivity of the Plan.
Neither the adoption of this Plan by the Board nor the submission of this Plan to the shareholders of the Company for approval
shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem
desirable, including, without limitation, the granting of stock options or other equity-based awards otherwise than under this
Plan, and such arrangements may be either applicable generally or only in specific cases.


 


(l) 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, on the one hand, and a Participant or other person or entity, on the other hand. No provision
of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets
or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall
the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained
or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors
of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services,
they shall have the same rights as other employees under general law.


 


(m) Reliance on Reports.
Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as the case may
be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent
public accountant of the Company and its Affiliates and/or any other information furnished in connection with the Plan by any agent
of the Company or the Committee or the Board, other than himself.


 


(n) Relationship to Other Benefits.
No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing,
group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.


 






    


    


    

 


(o) Governing Law. The
Plan shall be governed by and construed in accordance with the internal laws of the State of New York applicable to contracts made
and performed wholly within the State of New York, without giving effect to the conflict of laws provisions thereof.


 


(p) Severability. If any
provision of the Plan or any Award or Award agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any person or entity or Award, 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 the applicable laws, or if it cannot be construed
or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such
provision shall be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan
and any such Award shall remain in full force and effect.


 


(q) Obligations Binding on
Successors. The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting
from the merger, amalgamation, consolidation or other reorganization of the Company, or upon any successor corporation or organization
succeeding to substantially all of the assets and business of the Company.


 


(r) Code Section 409A.


 


(i)       Notwithstanding
any provision of this Plan to the contrary, all Awards made under this Plan are intended to be exempt from or, in the alternative,
comply with Code Section 409A and the interpretive guidance thereunder, including the exceptions for stock rights and short-term
deferrals. The Plan shall be construed and interpreted in accordance with such intent. Each payment under an Award shall be treated
as a separate payment for purposes of Code Section 409A.


 


(ii)       If
a Participant is a “specified employee” (as such term is defined for purposes of Code Section 409A) at the time
of his or her termination of service, no amount that is nonqualified deferred compensation subject to Code Section 409A and
that becomes payable by reason of such termination of service shall be paid to the Participant (or in the event of the Participant’s
death, the Participant’s representative or estate) before the earlier of (x) the first business day after the date that
is six months following the date of the Participant’s termination of service, and (y) within 30 days following
the date of the Participant’s death. For purposes of Code Section 409A, a termination of service shall be deemed to
occur only if it is a “separation from service” within the meaning of Code Section 409A, and references in the
Plan and any Award agreement to “termination of service” or similar terms shall mean a “separation from service.”
If any Award is or becomes subject to Code Section 409A, unless the applicable Award agreement provides otherwise, such Award
shall be payable upon the Participant’s “separation from service” within the meaning of Code Section 409A.
If any Award is or becomes subject to Code Section 409A and if payment of such Award would be accelerated or otherwise triggered
under a Change in Control, then the definition of Change in Control shall be deemed modified, only to the extent necessary to avoid
the imposition of an excise tax under Code Section 409A, to mean a “change in control event” as such term is defined
for purposes of Code Section 409A.


 


(y)       Any
adjustments made pursuant to Section 12 to Awards that are subject to Code Section 409A shall be made in compliance with
the requirements of Code Section 409A, and any adjustments made pursuant to Section 12 to Awards that are not subject
to Code Section 409A shall be made in such a manner as to ensure that after such adjustment, the Awards either (x) continue
not to be subject to Code Section 409A or (y) comply with the requirements of Code Section 409A.


 


(t) Expenses; Gender; Titles
and Headings. The expenses of administering the Plan shall be borne by the Company and its Affiliates. Masculine pronouns and
other words of masculine gender shall refer to both men and women. The titles and headings of the sections in the Plan are for
convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall
control.


 


(u) Other Agreements. Notwithstanding
the above, the Committee may require, as a condition to the grant of and/or the receipt of Common Shares under an Award, that the
Participant execute lock-up, shareholder or other agreements, as it may determine in its sole and absolute discretion.


 


(v) Payments. Participants
shall be required to pay, to the extent required by applicable law, any amounts required to receive Common Shares under any Award
made under the Plan.


 






    


    


    

 


(w) Erroneously Awarded Compensation.
All Awards shall be subject (including on a retroactive basis) to (i) any clawback, forfeiture or similar incentive compensation
recoupment policy established from time to time by the Company, including, without limitation, any such policy established to comply
with the Dodd-Frank Wall Street Reform and Consumer Protection Act, (ii) applicable law (including, without limitation,
Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection
Act), and/or (iii) the rules and regulations of the applicable securities exchange or inter-dealer quotation system on
which the Common Shares are listed or quoted, and such requirements shall be deemed incorporated by reference into all outstanding
Award agreements.