Exhibit 4.12


 





HUDSON TECHNOLOGIES, INC.


 


2020 STOCK INCENTIVE PLAN


 


1.       Purpose


 


The 2020 Hudson Technologies, Inc. Stock
Incentive Plan (the "Plan") is intended to provide incentives which will attract, retain, motivate and reward highly
competent persons as non-employee directors, executive officers and other employees of, or consultants and advisors to, Hudson
Technologies, Inc. (the "Company") or any of its subsidiary corporations, limited liability companies or other forms
of business entities now existing or hereafter formed or acquired ("Subsidiaries"), by providing them opportunities to
acquire shares of common stock, par value $.01 per share, of the Company ("Common Stock") or to receive other Awards
(as defined in Section 4 below) described herein. Furthermore, the Plan is intended to assist in further aligning the interests
of such non-employee directors, executive officers and other employees, consultants and advisors, with those of the stockholders
of the Company.


 


2.        Administration


 


a. The Plan generally shall be administered
by a committee (the "Committee") which shall be the Compensation Committee of the Board of Directors of the Company (the
 "Board") or another committee appointed by the Board from among its members. In the absence of such committee, the Board
shall administer the Plan. Unless the Board determines otherwise, the Committee shall be comprised of at least two members. All
members of the Committee shall (i) meet the independence requirements of applicable law and the rules and regulations of the Nasdaq
Stock Market (“Nasdaq”), and (ii) qualify as “non-employee” directors within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934, as amended. The Committee is authorized, subject to the provisions of the Plan, to establish
such rules and regulations as it deems necessary for the proper administration of the Plan and to make such determinations and
interpretations and to take such action in connection with the Plan and any Awards granted hereunder as it deems necessary or advisable.
All determinations and interpretations made by the Committee shall be binding and conclusive on all persons and entities, including
participants and their legal representatives. However, the Board shall have the authority to establish the level of stock options
or stock awards granted under the Plan, as well as stock grant levels and stock ownership guidelines, for the non-employee directors.


 


b. No member of the Board, no member of
the Committee or subcommittee thereof, and no agent of the Committee who is an employee of the Company, shall be liable for any
act or failure to act hereunder, except in circumstances involving his or her bad faith, gross negligence or willful misconduct,
or for any act or failure to act hereunder by any other member or employee or by any agent to whom duties in connection with the
administration of this Plan have been delegated. The Company shall indemnify members of the Board, members of the Committee and
any agent of the Committee who is an employee of the Company against any and all liabilities or expenses to which they may be subjected
by reason of any act or failure to act with respect to their duties on behalf of the Plan, except in circumstances involving such
person's bad faith, gross negligence or willful misconduct.


 






    


     


    

 


c. The Committee shall have the authority
to grant Awards to non-employee directors, executive officers and other employees of, or consultants and advisors to, the Company
or any of its Subsidiaries. The Committee (i) may delegate to one or more of its members, or to one or more agents, such administrative
duties as it may deem advisable, and (ii) may delegate any of its responsibilities to a subcommittee comprised of one or more members
of the Committee or to the CEO, including, but not limited to, the authority to make grants of awards of stock rights or options
to any officer or employee of the Company, other than officers subject to Section 16 of the Securities Exchange Act of 1934, under
the Plan, as the Committee deems appropriate. The Committee, or any person to whom it has delegated duties as aforesaid, may employ
one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan. The
Committee may employ such legal or other counsel, consultants and agents as it may deem desirable for the administration of the
Plan and may rely upon any opinion or computation received from any such counsel, consultant or agent. Expenses incurred by the
Committee in the engagement of such counsel, consultant or agent shall be paid by the Company or any of its Subsidiaries whose
employees have benefited from the Plan, as determined by the Committee.


 


3.        Participants


 


Participants shall consist of such non-employee
directors, executive officers and other employees of, or consultants and advisors to, the Company or any of its Subsidiaries and
outside contractors who the Committee in its sole discretion determines to be significantly responsible for the success and future
growth and profitability of the Company and who the Committee may designate from time to time to receive Awards under the Plan.
Designation as a participant in any year shall not require the Committee to designate such person to receive an Award in any other
year or, once designated, to receive the same type or amount of Award as granted to the participant in any other year. The Committee
shall consider such factors as it deems pertinent in selecting participants and in determining the type, amount and other terms
of Awards.


 


4.        Types
of Awards and Vesting Restrictions


 


Awards under the Plan may be granted in
any one or a combination of (1) Stock Options, (2) Stock Grants, and (3) Performance Awards (individually an "Award,"
and collectively, "Awards"). Awards shall be evidenced by Award agreements (which need not be identical) in such forms
as the Committee may from time to time approve; provided, however, that in the event of any conflict between the provisions of
the Plan and any such agreements, the provisions of the Plan shall prevail.


 






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5.       Common
Stock Available Under the Plan


 


a. Shares Available. The aggregate
number of shares of Common Stock that may be subject to Awards, including shares of Common Stock underlying Stock Options,
granted under this Plan shall be 3,000,000 shares of Common Stock, which may be authorized and unissued or treasury shares,
subject to any adjustments made in accordance with Section 9 below. Notwithstanding the preceding sentence, but subject to
adjustments pursuant to Section 9 below, the number of shares that are available for incentive stock options ("Incentive
Stock Options") within the meaning of Section 422 of the Code shall be determined by reducing the number of shares
designated in the preceding sentence by the number of shares issued under the Plan, or granted pursuant to outstanding Awards
(whether or not shares are issued pursuant to such Awards), provided that any shares that are either issued or purchased
under the Plan and forfeited back to the Plan, or surrendered in payment of the Exercise Price for an Award or in connection
with a tax withholding right shall be available for issuance pursuant to future incentive stock options.


 


b. Maximum Limits. The maximum number of
shares of Common Stock with respect to which Awards may be granted or measured to any participant during any fiscal year of the
Company shall not exceed 750,000 shares, subject to any adjustment made in accordance with Section 10 below.


 


c. Shares Underlying Awards That Again
Become Available. Any shares of Common Stock subject to a Stock Option, Stock Grant or Performance Award, which for any reason
are cancelled, forfeited, or surrendered to the Company, shall again be available for Awards under the Plan. The preceding sentence
shall apply only for purposes of determining the aggregate number of shares of Common Stock subject to Awards pursuant to Section
5.a above but shall not apply for purposes of determining the maximum number of shares of Common Stock subject to Awards that any
individual participant may receive pursuant to Section 5.b above.


 


6.       Stock
Options


 


a. In General. The Committee is authorized
to grant Stock Options to non-employee directors, executive officers and other employees of, or consultants or advisors to, the
Company or any of its Subsidiaries and shall, in its sole discretion, determine which of such individuals shall receive Stock Options
and the number of shares of Common Stock underlying each Stock Option. Stock Options may be (i) Incentive Stock Options, or (ii)
Stock Options which do not qualify as Incentive Stock Options ("Non-Qualified Stock Options"). The Committee may grant
to a participant in the Plan one or more Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock Options.
Each Stock Option shall be subject to such terms and conditions consistent with the Plan as shall be determined by the Committee
and as set forth in the Award agreement. In addition, each Stock Option shall be subject to the following limitations set forth
in this Section 6.


 


b. Exercise Price. Each Stock Option granted
hereunder shall have such per-share exercise price as the Committee may determine on the date of grant; provided, however, subject
to Section 6(e) below, that the per-share exercise price shall not be less than 100 percent of the Fair Market Value (as defined
in Section 14 below) of Common Stock on the date the Stock Option is granted.


 


c. Payment of Exercise Price. Unless
otherwise provided by the Committee, the Stock Option exercise price must be paid in cash. In the discretion of the
Committee, a payment may also be made by delivering a properly executed exercise notice to the Company together with a copy
of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the
exercise price with the requirement of the broker same day reconciliation or as otherwise determined by the Company. To
facilitate the foregoing, the Company may enter into agreements for coordinated procedures with one or more brokerage firms.
The Committee may prescribe any other method of paying the exercise price that it determines to be consistent with applicable
law and the purpose of the Plan.


 






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d. Exercise Period. Stock Options granted
under the Plan shall be exercisable at such time or times as specified in the Plan and the Award agreement; provided, however,
that no Stock Option shall be exercisable later than ten years after the date it is granted.


 


e. Limitations on Incentive Stock Options.
Incentive Stock Options may be granted only to participants who are executive officers or other employees of the Company or any
of its Subsidiaries on the date of grant. The aggregate market value (determined as of the time the Stock Option is granted) of
Common Stock with respect to which Incentive Stock Options (under all option plans of the Company) are exercisable for the first
time by a participant during any calendar year shall not exceed $100,000. For purposes of the preceding sentence, Incentive Stock
Options shall be taken into account in the order in which they are granted. Incentive Stock Options may not be granted to any participant
who, at the time of grant, owns stock possessing (after the application of the attribution rules of Section 424(d) of the Code)
more than 10 percent of the total combined voting power of all outstanding classes of stock of the Company or any of its Subsidiaries,
unless the exercise price is fixed at not less than 110 percent of the Fair Market Value of Common Stock on the date of grant and
the exercise of such option is prohibited by its terms after the expiration of five years from the date of grant of such option.


 


f. Alternative Settlement of Option.
If provided in an Award agreement, or upon the receipt of written notice of exercise, or as otherwise provided for by the Board
or Committee, as the case may be, either at or after the time of grant of the Stock Option, the Board or the Committee, as the
case may be, may elect to settle all or part of any Stock Option by paying to the optionee an amount, in cash or Stock (valued
at Fair Market Value on the date of exercise), equal to the product of the excess of the Fair Market Value of one share of Stock,
on the date of exercise over the Stock Option exercise price, multiplied by the number of shares of Stock with respect to which
the optionee proposes to exercise the Option. Any such settlements which relate to Options which are held by optionees who are
subject to Section 16(b) of the Exchange Act shall comply with Rule 16b-3, to the extent applicable, and with such other conditions
as the Board or Committee, as the case may be, may impose.


 


7.       Stock
Grants


 


The Committee is authorized to grant
Stock Grants to non-employee directors, executive officers and other employees of, or consultants or advisors to, the Company
or any of its Subsidiaries and shall, in its sole discretion, determine which of such individuals shall receive Stock Grants
and the number of shares of Common Stock underlying each Stock Grant. Each Stock Grant shall be subject to such terms and
conditions consistent with the Plan as shall be determined by the Committee and as set forth in the Award agreement,
including, without limitation, restrictions on the sale or other disposition of such shares, and the right of the Company to
reacquire such shares for no consideration upon termination of the participant's employment with, or services performed for,
the Company or any of its Subsidiaries within specified periods. The Committee may require the participant to deliver a duly
signed stock power, endorsed in blank, relating to Common Stock covered by such Stock Grant and/or that the stock
certificates evidencing such shares be held in custody or bear restrictive legends until the restrictions thereon shall have
lapsed. The Award agreement shall specify whether the participant shall have, with respect to the shares of Common Stock
subject to a Stock Grant, all of the rights of a holder of shares of Common Stock, including the right to receive dividends,
if any, and to vote the shares.


 






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8.       Performance
Awards


 


a. In General. The Committee is authorized
to grant Performance Awards to executive officers and other employees of the Company or any of its Subsidiaries and shall, in its
sole discretion, determine such executive officers and other employees who will receive Performance Awards and the number of shares
of Common Stock that may be subject to each Performance Award. Each Performance Award shall be subject to such terms and conditions
consistent with the Plan as shall be determined by the Committee and as set forth in the Award agreement. The Committee shall set
performance targets at its discretion which, depending on the extent to which they are met, will determine the number and/or value
of Performance Awards that will be paid out to the participants, and may attach to such Performance Awards one or more restrictions.
Performance targets may be based upon, without limitation, Company-wide, divisional and/or individual performance.


 


b. Payout. Payment of earned Performance
Awards may be made in shares of Common Stock or in cash and shall be made in accordance with the terms and conditions prescribed
or authorized by the Committee. Subject to Section 20 below, if permitted by the Committee, the participant may elect to defer,
or the Committee may require or permit the deferral of, the receipt of Performance Awards upon such terms as the Committee deems
appropriate.


 


9.       Adjustment
Provisions


 


If there shall be any change in
Common Stock of the Company, through merger, consolidation, reorganization, recapitalization, stock dividend, stock split,
reverse stock split, split up, spinoff, combination of shares, exchange of shares, dividend in kind or other like change in
capital structure or distribution (other than normal cash dividends) to stockholders of the Company, an adjustment shall be
made to each outstanding Stock Option such that each such Stock Option shall thereafter be exercisable for such securities,
cash and/or other property as would have been received in respect of Common Stock subject to such Stock Option had such Stock
Option been exercised in full immediately prior to such change or distribution, and such an adjustment shall be made
successively each time any such change shall occur. In addition, in the event of any such change or distribution, in order to
prevent dilution or enlargement of participants' rights under the Plan, the Committee shall adjust, in an equitable manner,
the number and kind of shares that may be issued under the Plan, the number and kind of shares subject to outstanding Awards,
the exercise price applicable to outstanding Awards, and the Fair Market Value of Common Stock and other value determinations
applicable to outstanding Awards. In addition, the Committee is authorized to make adjustments to the terms and conditions
of, and the criteria included in, Awards in recognition of unusual or nonrecurring events affecting the Company or any of its
Subsidiaries or the financial statements of the Company, or in response to changes in applicable laws, regulations, or
accounting principles. Notwithstanding the foregoing, (i) any adjustment with respect to an Incentive Stock Option shall
comply with the rules of Section 424(a) of the Code, and (ii) in no event shall any adjustment be made which would render any
Incentive Stock Option granted hereunder other than an incentive stock option for purposes of Section 422 of the Code.


 






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10.       Change
in Control


 


a. Accelerated Vesting. Notwithstanding
any other provision of this Plan, if there is a Change in Control of the Company (as defined in Section 10(b) below), all unvested
Awards granted under the Plan shall become fully vested immediately upon the occurrence of the Change of Control and such vested
Awards shall be paid out or settled, as applicable, within 60 days upon the occurrence of the Change of Control, subject to requirements
of applicable laws and regulations.


 


b. Definition. For purposes of this Section
10, (i) if there is an employment agreement or a change-in-control agreement between the participant and the Company or any of
its Subsidiaries in effect, "Change in Control" shall have the same definition as the definition of "change in control"
contained in such employment agreement or change-in-control agreement, or (ii) if "Change in Control" is not defined
in such employment agreement or change-in-control agreement, or if there is no employment agreement or change-in-control agreement
between the participant and the Company or any of its Subsidiaries in effect, a "Change in Control" of the Company shall
be deemed to have occurred upon any of the following events:


 


(1) any person or other entity (other than
any of the Company's Subsidiaries or any employee benefit plan sponsored by the Company or any of its Subsidiaries) including any
person as defined in Section 13(d)(3) of the Exchange Act, becomes the beneficial owner, as defined in Rule 13d-3 under the Exchange
Act, directly or indirectly, of more than 50 percent of the total combined voting power of all classes of capital stock of the
Company normally entitled to vote for the election of directors of the Company (the "Voting Stock");


 


(2) the stockholders of the Company approve
the sale of all or substantially all of the property or assets of the Company and such sale occurs;


 


(3) the Company's Common Stock shall cease
to be publicly traded;


 


(4) the stockholders of the Company approve
a consolidation or merger of the Company with another corporation (other than with any of the Company's Subsidiaries), the consummation
of which would result in the stockholders of the Company immediately before the occurrence of the consolidation or merger owning,
in the aggregate, less than 51 percent of the Voting Stock of the surviving entity, and such consolidation or merger occurs; or


 






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(5) a change in the Company's Board
occurs with the result that the members of the Board on the Effective Date (as defined in Section 23(a) below) of the Plan
(the "Incumbent Directors") no longer constitute a majority of such Board, provided that any person becoming a
director (other than a director whose initial assumption of office is in connection with an actual or threatened election
contest or the settlement thereof, including but not limited to a consent solicitation, relating to the election of directors
of the Company) whose election or nomination for election was supported by two-thirds (2/3) of the then Incumbent Directors
shall be considered an Incumbent Director for purposes hereof.


 


c. Cashout. The Committee, in its discretion,
may determine that, upon the occurrence of a Change in Control of the Company, each Stock Option outstanding hereunder shall terminate
and such holder shall receive, within 60 days upon the occurrence of the Change of Control, with respect to each share of Common
Stock subject to such Stock Option, an amount equal to the excess of the Fair Market Value of such shares of Common Stock immediately
prior to or upon the occurrence of such Change in Control over the exercise price per share of such Stock Option; such amount to
be payable in cash, in one or more kinds of property (including the property, if any, payable in the transaction) or in a combination
thereof, as the Committee, in its discretion, shall determine.


 


11.       Termination
of Employment


 


a. Subject to any written agreement between
the participant and the Company or any of its Subsidiaries, if a participant's employment is terminated due to death or disability:


 


(1) all unvested Stock Grants held by the
participant on the date of the participant's death or the date of the termination of his or her employment due to disability, as
the case may be, shall immediately become vested as of such date;


 


(2) all unexercisable Stock Options held
by the participant on the date of the participant's death or the date of the termination of his or her employment due to disability,
as the case may be, shall immediately become exercisable as of such date and shall remain exercisable until the earlier of (i)
the end of the one-year period following the date of the participant's death or the date of the termination of his or her employment
due to disability, as the case may be, or (ii) the date the Stock Option would otherwise expire;


 


(3) all exercisable Stock Options held
by the participant on the date of the participant's death or the date of the termination of his or her employment due to disability,
as the case may be, shall remain exercisable until the earlier of (i) the end of the one-year period following the date of the
participant's death or the date of the termination of his or her employment due to disability, as the case may be, or (ii) the
date the Stock Option would otherwise expire; and


 


(4) all unearned and/or unvested Performance
Awards held by the participant on the date of the participant's death or the date of the termination of his or her employment due
to disability, as the case may be, with regard to which a minimum of one year of the performance period (as defined by the Committee)
has elapsed, shall immediately become earned or vested as of such date and shall be paid out and/or settled based on the participant's
performance immediately prior to the date of the participant's death or the date of the termination of his or her employment due
to disability, as the case may be, on a pro-rated basis.


  



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b. Subject to any written agreement
between the participant and the Company or any of its Subsidiaries, if a participant's employment is terminated by the
Company for Cause (as defined in Section 11(f) below), or if a participant voluntarily terminates the participant’s
employment, all Awards, whether or not vested, earned or exercisable, held by the participant on the date of the termination
of his or her employment for Cause, or on the date of the participant’s voluntary termination of employment, shall
immediately be canceled as of such date.


 


c. Subject to any written agreement between
the participant and the Company or any of its Subsidiaries, if a participant's employment is terminated for any reason other than
as provided in Section 11(b) above, or other than due to death or disability:


 


(1) all unvested, unearned or unexercisable
Awards held by the participant on the date of the termination of his or her employment shall immediately be forfeited by such participant
as of such date; and


 


(2) all exercisable Stock Options held
by the participant on the date of the termination of his or her employment shall remain exercisable until the earlier of (i) the
end of the 90-day period following the date of the termination of the participant's employment, or (ii) the date the Stock Option
would otherwise expire.


 


d. Notwithstanding anything contained in
the Plan to the contrary, the Committee may, in its discretion, provide that:


 


(1) any or all unvested Stock Grants held
by the participant on the date of the termination of the participant's employment shall immediately become vested as of such date;


 


(2) any or all unexercisable Stock Options
held by the participant on the date of the participant's death and/or the date of the termination of his or her employment shall
immediately become exercisable as of such date and shall remain exercisable until a date that occurs on or prior to the date the
Stock Option is scheduled to expire, provided, however, that Incentive Stock Options shall remain exercisable not longer than the
end of the 90-day period following the date of the termination of the participant's employment;


 


(3) any or all exercisable Stock Options
held by the participant on the date of the participant's death and/or the date of the termination of his or her employment shall
remain exercisable until a date that occurs on or prior to the date the Stock Option is scheduled to expire, provided, however,
that Incentive Stock Options shall remain exercisable not longer than the end of the 90-day period following the date of the termination
of the participant's employment; and/or


 


(4) a participant shall immediately become
vested in all or a portion of any earned Performance Awards held by such participant on the date of the termination of the participant's
employment, and such vested Performance Awards (or portion thereof) and/or any unearned Performance Awards (or portion thereof)
held by such participant on the date of the termination of his or her employment shall immediately become payable to such participant
as if all performance goals had been met as of the date of the termination of his or her employment.


 






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e. Notwithstanding anything contained
in the Plan to the contrary, (i) the provisions contained in this Section 11 shall be applied to an Incentive Stock Option
only if the application of such provision maintains the treatment of such Incentive Stock Option as an Incentive Stock Option
and (ii) the exercise period of an Incentive Stock Option in the event of a termination due to disability provided in Section
11(a)(3) above shall only apply if the participant's disability satisfies the requirement of "permanent and total
disability" as defined in Section 22(e)(3) of the Code.


 


f. For purposes of this Section 11, (i)
if there is an employment agreement between the participant and the Company or any of its Subsidiaries in effect, "Cause"
shall have the same definition as the definition of "cause" contained in such employment agreement; or (ii) if "Cause"
is not defined in such employment agreement or if there is no employment agreement between the participant and the Company or any
of its Subsidiaries in effect, "Cause" shall include, but is not limited to:


 


(1) any willful and continuous neglect
of or refusal to perform the employee's duties or responsibilities with respect to the Company or any of its Subsidiaries, insubordination,
dishonesty, gross neglect or willful malfeasance by the participant in the performance of such duties and responsibilities, or
the willful taking of actions which materially impair the participant's ability to perform such duties and responsibilities, or
any serious violation of the rules or regulations of the Company;


 


(2) the violation of any local, state or
federal criminal statute, including, without limitation, an act of dishonesty such as embezzlement, theft or larceny;


 


(3) intentional provision of services in
competition with the Company or any of its Subsidiaries, or intentional disclosure to a competitor of the Company or any of its
Subsidiaries of any confidential or proprietary information of the Company or any of its Subsidiaries; or


 


(4) any similar conduct, including, without
limitation, disparagement of the Company or any of its Subsidiaries, by the participant with respect to which the Company determines
in its discretion that the participant has terminated employment under circumstances such that the payment of any compensation
attributable to any Award granted under the Plan would not be in the best interest of the Company or any of its Subsidiaries.


 


For purposes of this Section 11, the Committee
shall have the authority to determine whether the "Cause" exists and whether subsequent actions on the part of the participant
have cured the "Cause."


 


12.       Transferability


 


Each Award granted under the Plan to
a participant who is subject to restrictions on transferability and/or exercisability shall not be transferable otherwise
than by will or the laws of descent and distribution and/or shall be exercisable, during the participant's lifetime, only by
the participant. In the event of the death of a participant, each Stock Option theretofore granted to him or her shall be
exercisable in accordance with Section 11 above and then only by the executor or administrator of the estate of the deceased
participant or the person or persons to whom the deceased participant's rights under the Stock Option shall pass by will or
the laws of descent and distribution. Notwithstanding the foregoing, at the discretion of the Committee, an Award (other than
an Incentive Stock Option) may permit the transferability of such Award by a participant solely to members of the
participant's immediate family or trusts or family partnerships for the benefit of such persons, subject to any restriction
included in the Award agreement.


 






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13.        Other
Provisions


 


Awards granted under the Plan may also
be subject to such other provisions (whether or not applicable to the Award granted to any other participant) as the Committee
determines on the date of grant to be appropriate, including, without limitation, for the installment purchase of Common Stock
under Stock Options to assist the participant, excluding an executive officer or a director, in financing the acquisition of Common
Stock, for the forfeiture of, or restrictions on resale or other disposition of, Common Stock acquired under any form of the Award,
for the acceleration of exercisability or vesting of Awards in the event of the Change in Control of the Company, or to comply
with federal and state securities laws, or understandings or conditions as to the participant's employment, in addition to those
specifically provided for under the Plan. In addition, except as otherwise provided herein (including, without limitation Section
20 hereof), a participant may defer receipt or payment of any Award granted under this Plan, in accord with the terms of any deferred
compensation plan or arrangement of the Company. The Committee shall have the authority to retract any Award granted under the
Plan in case of a material restatement of the financial statements of the Company, or as otherwise required by law.


 


14.       Fair
Market Value


 


For purposes of this Plan and any Awards
granted hereunder, Fair Market Value shall be (i) the closing price of Common Stock on the date of grant in the case of a Stock
Option or date of reference for any other Award (or on the last preceding trading date if Common Stock was not traded on such date)
if Common Stock is readily tradable on a national securities exchange or other market system or (ii) if Common Stock is not readily
tradable, the amount determined in good faith by the Committee as the fair market value of Common Stock.


 






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15.       Withholding


 


All payments or distributions of
Awards made, and if applicable any shares of Common Stock issued, pursuant to the Plan shall be subject to satisfaction of
tax witholding pursuant to applicable federal, state and local or foreign tax withholding requirements. If the Company
proposes or is required to distribute Common Stock pursuant to the Plan or a participant, it may require the participant
receiving such Common Stock to remit to it or to the Subsidiary that employs such participant an amount sufficient to satisfy
such tax withholding requirements prior to the delivery of any certificates for such Common Stock. In lieu thereof, the
Company or the Subsidiary employing the participant shall have the right to withhold the amount of such taxes from any other
sums due or to become due from the Company or the Subsidiary, as the case may be, to the participant receiving Common Stock,
as the Committee shall prescribe. The Committee may, in its discretion, and subject to such rules as the Committee may adopt
(including any as may be required to satisfy applicable tax and/or non-tax regulatory requirements), permit a participant to
pay all or a portion of the federal, state and local or foreign withholding taxes arising in connection with any Award
consisting of, or resulting in the issuance of, shares of Common Stock, including Common Stock that is part of the Award that
gives rise to the withholding requirement, by electing to have the Company withhold shares of Common Stock having a Fair
Market Value equal to the amount of tax to be withheld, such tax calculated at rates required by statute or regulation.


 


16.       Tenure


 


A participant's right, if any, to continue
to serve the Company or any of its Subsidiaries as a non-employee director, executive officer, other employee, consultant or advisor
or otherwise shall not be enlarged or otherwise affected by his or her designation as a participant under the Plan.


 


17.       Unfunded
Plan


 


Participants shall have no right, title,
or interest whatsoever in or to any investments which the Company may make to aid it in meeting its obligations under the Plan.
Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of
any kind, or a fiduciary relationship between the Company and any participant, beneficiary, legal representative or any other person.
To the extent that any person acquires a right to receive payments from the Company under the Plan, such right shall be no greater
than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general
funds of the Company and no special or separate fund shall be established and no segregation of assets shall be made to assure
payment of such amounts except as expressly set forth in the Plan. The Plan is not intended to be subject to the Employee Retirement
Income Security Act of 1974, as amended.


 


18.       No
Fractional Shares


 


No fractional shares of Common Stock shall
be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, or Awards, or other property
shall be issued or paid in lieu of fractional shares or whether such fractional shares or any rights thereto shall be forfeited
or otherwise eliminated.


 


19.       Duration,
Amendment and Termination


 


No Award shall be granted more than
ten years after the Effective Date; provided, however, that the terms and conditions applicable to any Award granted prior to
such date may thereafter be amended or modified by mutual agreement between the Company and the participant or such other
persons as may then have an interest therein. Also, by mutual agreement between the Company and a participant under this Plan
or under any other present or future plan of the Company, Awards may be granted to such participant in substitution and
exchange for, and in cancellation of, any Awards previously granted to such participant under this Plan, or any other present
or future plan of the Company. The Board or the Committee may amend the Plan from time to time or suspend or terminate the
Plan at any time. However, no action authorized by this Section 19 shall reduce the amount of any existing Award or change
the terms and conditions thereof without the participant's consent. No amendment of the Plan shall, without approval of the
stockholders of the Company, (i) increase the total number of shares which may be issued under the Plan or the maximum number
of shares with respect to Stock Options and other Awards that may be granted to any individual under the Plan; (ii) modify
the requirements as to eligibility for Awards under the Plan; or (iii) effect the repricing of Stock Options; provided,
however, that no amendment may be made without approval of the stockholders of the Company if the amendment will disqualify
any Incentive Stock Options granted hereunder.


 






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20.       Compliance
with Section 409A of the Code


 


Notwithstanding anything to the contrary
set forth herein, any Award granted under this Plan that is not exempt from the requirements of Section 409A of the Code shall
contain such provisions so that such Award shall comply with the requirements of Section 409A if the Code. Such restrictions, if
any, shall be determined by the Board. For example, any deferrals of payments to any participant (whether requested by the participant
of otherwise required by the Committee) with respect to Awards under this Plan shall not be allowed except to the extent that such
deferrals would not cause the payments to fail to satisfy the requirements for nonqualified deferred compensation plans described
in Section 409A of the Code.


 


21.       Governing
Law


 


This Plan, Awards granted hereunder and
actions taken in connection herewith shall be governed and construed in accordance with the laws of the State of New York (regardless
of the law that might otherwise govern under applicable New York principles of conflict of laws).


 


22.        Severability


 


In case any provision of this Plan shall
be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.


 


23.       Effective
Date


 


a. The Plan shall be effective as of the
date on which the Plan is approved by the stockholders of the Company at an annual meeting or any special meeting of stockholders
of the Company (the "Effective Date") and such approval of stockholders shall be a condition to the right of each participant
to receive Awards hereunder.


 


b. This Plan shall terminate on the 10th
anniversary of the Effective Date (unless sooner terminated by the Board).


 






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