Exhibit
10.2 


 


PAXMEDICA,
INC.


 


2020 OMNIBUS EQUITY INCENTIVE PLAN 


 


		1.	Establishment and Purpose



 


1.1             
The purpose of the PaxMedica, Inc. 2020 Omnibus Equity Incentive Plan (the “Plan”) is to provide a means whereby
eligible employees, officers, non-employee directors and other individual service providers develop a sense of proprietorship and
personal involvement in the development and financial success of the Company (as defined herein) and to encourage them to devote
their best efforts to the business of the Company, thereby advancing the interests of the Company and its stockholders. The Company,
by means of the Plan, seeks to retain the services of such eligible persons and to provide incentives for such persons to exert
maximum efforts for the success of the Company and its Subsidiaries.


 


1.2             
The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted
Stock, Restricted Stock Units, Performance Shares, Performance Units, Incentive Bonus Awards, Other Cash-Based Awards and Other
Stock-Based Awards. This Plan shall become effective upon the date set forth in Section 17.1 hereof.


 


		2.	Definitions



 


Wherever the following
capitalized terms are used in the Plan, they shall have the meanings specified below:


 


2.1             
“Affiliate” means, with respect to a Person, a Person that directly or indirectly Controls, or is Controlled
by, or is under common Control with, such Person.


 


2.2             
“Applicable Law” means the requirements relating to the administration of equity-based awards or equity
compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction that applies
to Awards.


 


2.3             
“Award” means an award of a Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock
Unit, Performance Share, Performance Unit, Incentive Bonus Award, Other Cash-Based Award and/or Other Stock-Based Award granted
under the Plan.


 


2.4             
“Award Agreement” means either (i) a written or electronic agreement entered into between the Company
and a Participant setting forth the terms and conditions of an Award including any amendment or modification thereof, or (ii) a
written or electronic statement issued by the Company to a Participant describing the terms and provisions of such Award, including
any amendment or modification thereof. The Committee may provide for the use of electronic, internet or other non-paper Award Agreements,
and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant.
Each Award Agreement shall be subject to the terms and conditions of the Plan and need not be identical.


 






     


     


    

 


2.5             
“Board” means the Board of Directors of the Company.


 


2.6             
“Cause” means a Participant’s (i) conviction of, or the entry of a plea of guilty or no contest
to, a felony or any other crime that causes the Company or its Affiliates disgrace or disrepute, or materially and adversely affects
the Company’s or its Affiliates’ operations or financial performance, (ii) gross negligence or willful misconduct with
respect to the Company or any of its Affiliates, including, without limitation fraud, embezzlement, theft or proven dishonesty
in the course of Awardee’s employment or other service; (iii) use of controlled drugs other than in accordance with a physician’s
prescription; (iv) refusal to perform any lawful, material obligation or fulfill any duty (other than any duty or obligation of
the type described in clause (vi) below) to the Company or its Affiliates (other than due to a disability), which refusal, if curable,
is not cured within fifteen (15) days after delivery of written notice thereof; (v) material breach of any agreement with or duty
owed to the Company or any of its Affiliates, which breach, if curable, is not cured within fifteen (15) days after the delivery
of written notice thereof; (vi) any breach of any obligation or duty to the Company or any of its Affiliates (whether arising by
statute, common law or agreement) relating to confidentiality, noncompetition, nonsolicitation or proprietary rights; or (vii)
any material breach of any policy of the Company or its Affiliates or any action that the Board, in its sole discretion, determines
is reasonably likely to cause the Company or its Affiliates disgrace or disrepute. Notwithstanding the foregoing, if a Participant
and the Company (or any of its Affiliates) have entered into an employment agreement, consulting agreement or other similar agreement
that specifically defines “cause,” then with respect to such Participant, “Cause” shall have the meaning
defined in that employment agreement, consulting agreement or other agreement.


 


2.7             
“Change in Control” shall be deemed to have occurred if any one of the following events shall occur:


 


(i)       Any
Person becomes the beneficial owner (as defined in Rule 13(d)-3 under the Exchange Act) of shares of Common Stock representing
more than 50% of the total number of votes that may be cast for the election of directors of the Company; or


 


(ii)       The
consummation of any (a) merger or other business combination of the Company, (b) sale of all or substantially all of the Company’s
assets or (c) combination of the foregoing transactions (a “Transaction”), other than a Transaction involving
only the Company and one or more of its subsidiaries, or a Transaction immediately following which the shareholders of the Company
immediately prior to the Transaction continue to have a majority of the voting power in the resulting entity or a parent entity;
or


 


(iii)       Within
any twelve (12)-month period beginning on or after the Effective Date, the persons who were directors of the Company
immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason
other than death) to constitute at least a majority of the Board (or the board of directors of any successor to the Company);
provided that any director who was not a director as of the date hereof shall be deemed to be an Incumbent Director if such
director was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the
directors who then qualified as Incumbent Directors either actually or by prior operation of the foregoing unless such
election, recommendation or approval was the result of an actual or threatened election contest of the type contemplated by
Rule 14a-11 promulgated under the Exchange Act or any successor provision; or


 






    - 2 -


     


    

 


(iv)      the
shareholders of the Company approve a plan of complete liquidation or dissolution of the Company.


 


Notwithstanding
the foregoing, (1) no event or condition shall constitute a Change in Control to the extent that, if it were, a penalty tax would
be imposed under Section 409A of the Code; provided that, in such a case, the event or condition shall continue to constitute a
Change in Control to the maximum extent possible (e.g., if applicable, in respect of vesting without an acceleration of distribution)
without causing the imposition of such penalty tax and (2) no Change in Control shall be deemed to have occurred, and no rights
arising upon a Change in Control as provided in the Plan or any Award Agreement shall exist, to the extent that the Board so determines
by resolution adopted and not rescinded prior to the Change in Control; provided, however, that no such determination by
the Board shall be effective if it would cause a Participant to be subject to a penalty tax under Section 409A of the Code.


 


2.8             
“Code” means the Internal Revenue Code of 1986, as amended. For purposes of this Plan, references to
sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar
provision.


 


2.9             
“Committee” means the committee of the Board delegated with the authority to administer the Plan, or
the full Board, as provided in Section 3 of the Plan. With respect to any decision relating to a Reporting Person, the Committee
shall consist solely of two or more directors who are disinterested within the meaning of Rule 16b-3 promulgated under the Exchange
Act, as amended from time to time, or any successor provision. The fact that a Committee member shall fail to qualify under any
of these requirements shall not invalidate an Award if the Award is otherwise validly made under the Plan. The Board may at any
time appoint additional members to the Committee, remove and replace members of the Committee with or without cause, and fill vacancies
on the Committee however caused.


 


2.10         
“Common Stock” means the Company’s Common Stock, par value $0.0001 per share.


 


2.11         
“Company” means PaxMedica, Inc., a Delaware corporation, and any successor thereto as provided in Section
15.8.


 


2.12          “Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an employee,
director or consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service
to the Company or an Affiliate as an employee, director or consultant or a change in the entity for which the Participant
renders such service, provided that there is no interruption or termination of the Participant’s service with the
Company or an Affiliate, will not terminate a Participant’s Continuous Service; provided, however, that if the entity
for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Committee in its sole
discretion, such Participant’s Continuous Service will be considered to have terminated on the date such entity ceases
to qualify as an Affiliate. For example, a change in status from an employee of the Company to a consultant of an Affiliate
or to a director will not constitute an interruption of Continuous Service. To the extent permitted by Applicable Law, the
Committee or the chief executive officer of the Company, in that party’s sole discretion, may determine whether
Continuous Service will be considered interrupted in the case of (i) any leave of absence approved by the Company or chief
executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company,
an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence will be treated as Continuous Service
for purposes of vesting in an Award only to such extent as may be provided in the Company’s (or an Affiliate’s)
leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or
as otherwise required by Applicable Law or permitted by the Committee. Unless the Committee provides otherwise, in its sole
discretion, or as otherwise required by Applicable Law, vesting of Awards shall be tolled during any unpaid leave of absence
by a Participant.


 






    - 3 -


     


    

 


2.13           
“Control” means, as to any Person, the power to direct or cause the direction of the management and policies
of such Person, or the power to appoint directors of the Company, whether through the ownership of voting securities, by contract
or otherwise (the terms “Controlled by” and “under common Control with” shall have correlative
meanings).


 


2.14           
“Date of Grant” means the date on which an Award under the Plan is granted by the Committee, or such
later date as the Committee may specify to be the effective date of an Award.


 


2.15           
“Disability” means a Participant being considered “disabled” within the meaning of Section
409A of the Code and Treasury Regulation 1.409A-3(i)(4), as well as any successor regulation or interpretation.


 


2.16            
“Effective Date” means the date set forth in Section 17.1 hereof.


 


2.17           
“Eligible Person” means any person who is an employee, officer, director, consultant, advisor or other
individual service provider of the Company or any Subsidiary, or any person who is determined by the Committee to be a prospective
employee, officer, director, consultant, advisor or other individual service provider of the Company or any Subsidiary.


 


2.18           
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


2.19            “Fair
Market Value” of a share of Common Stock shall be, as applied to a specific date (i) the closing price of a share
of Common Stock as of such date on the principal established stock exchange or national market system on which the Common
Stock is then traded (or, if there is no trading in the Common Stock as of such date, the closing price of a share of Common
Stock on the most recent date preceding such date on which trades of the Common Stock were recorded), or (ii) if the shares
of Common Stock are not then traded on an established stock exchange or national market system but are then traded in an
over-the-counter market, the average of the closing bid and asked prices for the shares of Common Stock in such
over-the-counter market as of such date (or, if there are no closing bid and asked prices for the shares of Common Stock as
of such date, the average of the closing bid and the asked prices for the shares of Common Stock on the most recent date
preceding such date on which such closing bid and asked prices are available on such over-the-counter market), or (iii) if
the shares of Common Stock are not then listed on a national securities exchange or national market system or traded in an
over-the-counter market, the price of a share of Common Stock as determined by the Committee in its discretion in a manner
consistent with Section 409A of the Code and Treasury Regulation 1.409A-1(b)(5)(iv), as well as any successor regulation or
interpretation.


 






    - 4 -


     


    

 


2.20         
“Incentive Bonus Award” means an Award granted under Section 12 of the Plan.


 


2.21         
“Incentive Stock Option” means a Stock Option granted under Section 6 hereof that is intended to meet
the requirements of Section 422 of the Code and the regulations promulgated thereunder.


 


2.22         
“Nonqualified Stock Option” means a Stock Option granted under Section 6 hereof that is not an Incentive
Stock Option.


 


2.23         
“Other Cash-Based Award” means a contractual right granted to an Eligible Person under Section 13 hereof
entitling such Eligible Person to receive a cash payment at such times, and subject to such conditions, as are set forth in the
Plan and the applicable Award Agreement.


 


2.24         
“Other Stock-Based Award” means a contractual right granted to an Eligible Person under Section 13 representing
a notional unit interest equal in value to a share of Common Stock to be paid and distributed at such times, and subject to such
conditions as are set forth in the Plan and the applicable Award Agreement.


 


2.25         
“Outside Director” means a director of the Board who is not an employee of the Company or a Subsidiary.


 


2.26         
“Participant” means any Eligible Person who holds an outstanding Award under the Plan.


 


2.27         
“Person” shall mean, unless otherwise provided, any individual, partnership, firm, trust, corporation,
limited liability company or other similar entity. When two or more Persons act as a partnership, limited partnership, syndicate
or other group for the purpose of acquiring, holding or disposing of Common Stock, such partnership, limited partnership, syndicate
or group shall be deemed a “Person”


 


2.28         
“Performance Goals” shall mean performance goals established by the Committee as contingencies for the
grant, exercise, vesting, distribution, payment and/or settlement, as applicable, of Awards.


 


2.29         
“Performance Shares” means a contractual right granted to an Eligible Person under Section 10 hereof
representing a notional unit interest equal in value to a share of Common Stock to be paid and distributed at such times, and subject
to such conditions, as are set forth in the Plan and the applicable Award Agreement.


 


2.30         
“Performance Unit” means a contractual right granted to an Eligible Person under Section 11 hereof representing
a notional dollar interest as determined by the Committee to be paid and distributed at such times, and subject to such conditions,
as are set forth in the Plan and the applicable Award Agreement.


 






    - 5 -


     


    

 


2.31         
“Plan” means this PaxMedica, Inc. 2020 Omnibus Equity Incentive Plan, as it may be amended from time
to time.


 


2.32         
“Reporting Person” means an officer, director or greater than ten percent stockholder of the Company
within the meaning of Rule 16a-2 under the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange
Act.


 


2.33         
“Restricted Stock Award” means a grant of shares of Common Stock to an Eligible Person under Section
8 hereof that are issued subject to such vesting and transfer restrictions and such other conditions as are set forth in the Plan
and the applicable Award Agreement.


 


2.34         
“Restricted Stock Unit Award” means a contractual right granted to an Eligible Person under Section 9
hereof representing notional unit interests equal in value to a share of Common Stock to be paid and distributed at such times,
and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.


 


2.35         
“Securities Act” means the Securities Act of 1933, as amended.


 


2.36         
“Stock Appreciation Right” or “SAR” means a contractual right granted to an Eligible
Person under Section 7 hereof entitling such Eligible Person to receive a payment, upon the exercise of such right, in such amount
and at such time, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.


 


2.37         
“Stock Option” means a contractual right granted to an Eligible Person under Section 6 hereof to purchase
shares of Common Stock at such time and price, and subject to such conditions, as are set forth in the Plan and the applicable
Award Agreement.


 


2.38         
“Subsidiary” means an entity (whether or not a corporation) that is wholly or majority owned or controlled,
directly or indirectly, by the Company; provided, however, that with respect to Incentive Stock Options, the term “Subsidiary”
shall include only an entity that qualifies under section 424(f) of the Code as a “subsidiary corporation” with respect
to the Company.


 


		3.	Administration



 


3.1           
Committee Members. The Plan shall be administered by the Committee; provided that the entire Board may act in lieu
of the Committee on any matter, subject to Section 16b-3 Award requirements referred to in Section 2.9 of the Plan. If and to the
extent permitted by Applicable Law, the Committee may authorize one or more Reporting Persons (or other officers) to make Awards
to Eligible Persons who are not Reporting Persons (or other officers whom the Committee has specifically authorized to make Awards).
Subject to Applicable Law and the restrictions set forth in the Plan, the Committee may delegate administrative functions to individuals
who are Reporting Persons, officers, or employees of the Company or its Subsidiaries.


 


3.2          Committee
Authority. The Committee shall have such powers and authority as may be necessary or appropriate for the Committee to
carry out its functions as described in the Plan. Subject to the express limitations of the Plan, the Committee shall have
authority in its discretion to determine the Eligible Persons to whom, and the time or times at which, Awards may be granted,
the number of shares, units or other rights subject to each Award, the exercise, base or purchase price of an Award (if any),
the time or times at which an Award will become vested, exercisable or payable, the performance criteria, performance goals
and other conditions of an Award, the duration of the Award, and all other terms of the Award. Subject to the terms of the
Plan, the Committee shall have authority to amend the terms of an Award in any manner that is not inconsistent with the Plan
(including without limitation to determine, add, cancel, waive, amend or otherwise alter any restrictions, terms or
conditions of any Award, or extend the post-termination exercisability period of any Stock Option and/or Stock Appreciation
Right); provided that neither the Board nor the Committee may, without shareholder approval, reduce or reprice the exercise
price of any Stock Option and/or Stock Appreciation Right that exceeds the Fair Market Value of a share of Common Stock on
the date of such repricing; and provided further that no such action shall adversely affect the rights of a Participant with
respect to an outstanding Award without the Participant’s consent. The Committee shall also have discretionary
authority to interpret the Plan, to make all factual determinations under the Plan, and to make all other determinations
necessary or advisable for Plan administration, including, without limitation, to correct any defect, to supply any omission
or to reconcile any inconsistency in the Plan or any Award Agreement. The Committee may prescribe, amend, and rescind rules
and regulations relating to the Plan. The Committee’s determinations under the Plan need not be uniform and may be made
by the Committee selectively among Participants and Eligible Persons, whether or not such persons are similarly situated. The
Committee shall, in its discretion, consider such factors as it deems relevant in making its interpretations, determinations
and actions under the Plan including, without limitation, the recommendations or advice of any officer or employee of the
Company or such attorneys, consultants, accountants or other advisors as it may select. All interpretations, determinations,
and actions by the Committee shall be final, conclusive, and binding upon all parties.


 






    - 6 -


     


    

 


3.3           No
Liability; Indemnification. Neither the Board nor any Committee member, nor any Person acting at the direction of the Board
or the Committee, shall be liable for any act, omission, interpretation, construction or determination made in good faith with
respect to the Plan or any Award or Award Agreement.  The Company and its Subsidiaries shall pay or reimburse any member of
the Committee, as well as any other Person who takes action on behalf of the Plan, for all reasonable expenses incurred with respect
to the Plan, and to the full extent allowable under Applicable Law shall indemnify each and every one of them for any claims, liabilities,
and costs (including reasonable attorney’s fees) arising out of their good faith performance of duties on behalf of the Company
with respect to the Plan.  The Company and its Subsidiaries may, but shall not be required to, obtain liability insurance
for this purpose.


 


	4.	Shares Subject to the Plan




 


4.1             Plan
Share Limitation.


 


           (a)      Subject
to adjustment pursuant to Section 4.3 and any other applicable provisions hereof, the maximum aggregate number of shares of Common
Stock which may be issued under all Awards granted to Participants under the Plan shall be 1,731,333 shares; all of which may,
but need not, be issued in respect of Incentive Stock Options.


 


           (b)      The
number of shares of Common Stock available for issuance under the Plan shall automatically increase on January 1st of each
year commencing with the January 1 following the Effective Date and on each January 1 thereafter until the Expiration Date
(as defined in Section 17.2 of the Plan), in an amount equal to four percent (4%) of the total number of shares of Common
Stock outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to
the first day of any calendar year, to provide that there shall be no increase in the share reserve for such calendar year or
that the increase in the share reserve for such calendar year shall be a lesser number of shares of Common Stock than would
otherwise occur pursuant to the preceding sentence. For avoidance of doubt, none of the additional shares of Common Stock
available for issuance pursuant to this Section 4.1(b) shall be issued in respect of Incentive Stock Options.


 


           (c)      Shares
of Common Stock issued under the Plan may be either authorized but unissued shares or shares held in the Company’s treasury.
To the extent that any Award payable in shares of Common Stock is forfeited, cancelled, returned to the Company for failure to
satisfy vesting requirements or upon the occurrence of other forfeiture events, or otherwise terminates without payment being made
thereunder, the shares of Common Stock covered thereby will no longer be counted against the foregoing maximum share limitations
and may again be made subject to Awards under the Plan pursuant to such limitations. Awards settled in cash shall not count against
the foregoing maximum share limitation. Shares of Common Stock that otherwise would have been issued upon the exercise of a Stock
Option or SAR or in payment with respect to any other form of Award, but are surrendered in payment or partial payment of the exercise
price thereof and/or taxes withheld with respect to the exercise thereof or the making of such payment, will no longer be counted
against the foregoing maximum share limitations and may again be made subject to Awards under the Plan pursuant to such limitations.


 


4.2             Outside Director
Limitation. Subject to adjustment as provided in Section 4.3, the accounting value of Awards granted under the Plan to any
Outside Director during any calendar year shall not exceed $500,000 (inclusive of any cash awards to an Outside Director for such
year that are not made pursuant to the Plan); provided that in the case of a new Outside Director, such amount shall be increased
to $750,000 for the initial year of the Outside Director’s term.


 


4.3       Adjustments.
If there shall occur any change with respect to the outstanding shares of Common Stock by reason of any recapitalization, reclassification,
stock dividend, extraordinary dividend, stock split, reverse stock split, or other distribution with respect to the shares of Common
Stock, or any merger, reorganization, consolidation, combination, spin-off or other similar corporate change, or any other change
affecting the Common Stock, the Committee shall, in the manner and to the extent that it deems appropriate and equitable to the
Participants and consistent with the terms of the Plan, cause an adjustment to be made in (i) the maximum numbers and kind of shares
provided in Section 4.1 hereof, (ii) the numbers and kind of shares of Common Stock, units, or other rights subject to then outstanding
Awards, (iii) the price for each share or unit or other right subject to then outstanding Awards, (iv) the performance measures
or goals relating to the vesting of an Award, and (v) any other terms of an Award that are affected by the event to prevent dilution
or enlargement of a Participant’s rights under an Award. Notwithstanding the foregoing, in the case of Incentive Stock Options,
any such adjustments shall, to the extent practicable, be made in a manner consistent with the requirements of Section 424(a) of
the Code.


 


	5.	Participation and Awards




 


5.1             Designation
of Participants. All Eligible Persons are eligible to be designated by the Committee to receive Awards and become Participants
under the Plan. The Committee has the authority, in its discretion, to determine and designate from time to time those Eligible
Persons who are to be granted Awards, the types of Awards to be granted and the number of shares of Common Stock or units subject
to Awards granted under the Plan. In selecting Eligible Persons to be Participants and in determining the type and amount of Awards
to be granted under the Plan, the Committee shall consider any and all factors that it deems relevant or appropriate.


 


5.2             Determination
of Awards. The Committee shall determine the terms and conditions of all Awards granted to Participants in accordance with
its authority under Section 3.2 hereof. An Award may consist of one type of right or benefit hereunder or of two or more such rights
or benefits granted in tandem or in the alternative. To the extent deemed appropriate by the Committee, an Award shall be evidenced
by an Award Agreement as described in Section 15.1 hereof.


 


	6.	Stock Options




 


6.1            Grant
of Stock Option. A Stock Option may be granted to any Eligible Person selected by the Committee. Subject to the provisions
of Section 6.6 hereof and Section 422 of the Code, each Stock Option shall be designated, in the sole discretion of the Committee,
as an Incentive Stock Option or as a Nonqualified Stock Option.


 


6.2             Exercise
Price. The exercise price per share of a Stock Option shall not be less than 100% of the Fair Market Value of a share of Common
Stock on the Date of Grant, subject to adjustments as provided for under Section 4.3.


 


6.3             Vesting
of Stock Options. The Committee shall in its sole discretion prescribe the time or times at which, or the conditions upon which,
a Stock Option or portion thereof shall become vested and/or exercisable. Unless otherwise provided by the Committee, no Stock
Option shall provide for vesting or exercise earlier than one year after the Date of Grant. The requirements for vesting and exercisability
of a Stock Option may be based on the Continuous Service of the Participant for a specified time period (or periods) and/or on
the attainment of a specified performance goal (or goals) established by the Committee in its discretion. The Committee may, in
its sole discretion, accelerate the vesting or exercisability of any Stock Option at any time. The Committee, in its sole discretion,
may allow a Participant to exercise unvested Nonqualified Stock Options, in which case the shares of Common Stock then issued shall
be Restricted Stock having analogous vesting restrictions to the unvested Nonqualified Stock Options.


 


6.4            Term
of Stock Options. The Committee shall in its discretion prescribe in an Award Agreement the period during which a vested
Stock Option may be exercised, provided that the maximum term of a Stock Option shall be ten (10) years from the Date of
Grant. A Stock Option may be earlier terminated as specified by the Committee and set forth in an Award Agreement upon or
following the termination of a Participant’s Continuous Service for any reason, including by reason of voluntary
resignation, death, Disability, termination for Cause or any other reason. Except as otherwise provided in this Section 6 or
in an Award Agreement as such agreement may be amended from time to time upon authorization of the Committee, no Stock Option
may be exercised at any time during the term thereof unless the Participant is then in Continuous Service. Notwithstanding
the foregoing, unless an Award Agreement provides otherwise:


 






    - 7 -


     


    

 


(a)      
If a Participant’s Continuous Service terminates by reason of his or her death, any Stock Option held by such Participant
may, to the extent then exercisable, be exercised by such Participant’s estate or any Person who acquires the right to exercise
such Stock Option by bequest or inheritance at any time in accordance with its terms for up to one year after the date of such
Participant’s death (but in no event after the earlier of the expiration of the term of such Stock Option or such time as
the Stock Option is otherwise canceled or terminated in accordance with its terms). Upon expiration of such one-year period, no
portion of the Stock Option held by such Participant shall be exercisable and the Stock Option shall be deemed to be canceled,
forfeited and of no further force or effect.


 


(b)      
If a Participant’s Continuous Service terminates by reason of his or her Disability, any Stock Option held by such
Participant may, to the extent then exercisable, be exercised by the Participant or his or her personal representative at any time
in accordance with its terms for up to one year after the date of such Participant’s termination of Continuous Service (but
in no event after the earlier of the expiration of the term of such Stock Option or such time as the Stock Option is otherwise
canceled or terminated in accordance with its terms). Upon expiration of such one-year period, no portion of the Stock Option held
by such Participant shall be exercisable and the Stock Option shall be deemed to be canceled, forfeited and of no further force
or effect.


 


(c)      
If a Participant’s Continuous Service terminates for any reason other than death, Disability or Cause, any Stock Option
held by such Participant may, to the extent then exercisable, be exercised by the Participant up until ninety (90) days following
such termination of Continuous Service (but in no event after the earlier of the expiration of the term of such Stock Option or
such time as the Stock Option is otherwise canceled or terminated in accordance with its terms). Upon expiration of such 90-day
period, no portion of the Stock Option held by such Participant shall be exercisable and the Stock Option shall be deemed to be
canceled, forfeited and of no further force or effect.


 


(d)        To
the extent that a Stock Option of a Participant whose Continuous Service terminates is not exercisable, such Stock Option shall
be deemed forfeited and canceled on the ninetieth (90th) day after such termination of Continuous Service or at such
earlier time as the Committee may determine.


 


6.5             Stock
Option Exercise. Subject to such terms and conditions as shall be specified in an Award Agreement, a Stock Option may be
exercised in whole or in part at any time during the term thereof by notice in the form required by the Company, and payment
of the aggregate exercise price by certified or bank check, or such other means as the Committee may accept. As set forth in
an Award Agreement or otherwise determined by the Committee, in its sole discretion, at or after grant, payment in full or in
part of the exercise price of an Option may be made: (i) in the form of shares of Common Stock that have been held by the
Participant for such period as the Committee may deem appropriate for accounting purposes or otherwise, valued at the Fair
Market Value of such shares on the date of exercise; (ii) by surrendering to the Company shares of Common Stock otherwise
receivable on exercise of the Option; (iii) by a cashless exercise program implemented by the Committee in connection with
the Plan; (iv) subject to the approval of the Committee, by a full recourse, interest bearing promissory note having such
terms as the Committee may, in its sole discretion, permit and/or (v) by such other method as may be approved by the
Committee and set forth in an Award Agreement. Subject to any governing rules or regulations, as soon as practicable after
receipt of written notification of exercise and full payment of the exercise price and satisfaction of any applicable tax
withholding pursuant to Section 16.5, the Company shall deliver to the Participant evidence of book entry shares of Common
Stock, or upon the Participant’s request, Common Stock certificates in an appropriate amount based upon the number of
shares of Common Stock purchased under the Option. Unless otherwise determined by the Committee, all payments under all of
the methods indicated above shall be paid in United States dollars or shares of Common Stock, as applicable.


 






    - 8 -


     


    

 


6.6             Additional
Rules for Incentive Stock Options.


 


(a)        Eligibility.     An
Incentive Stock Option may only be granted to an Eligible Person who is considered an employee under Treasury Regulation §1.421-1(h)
of the Company or any Subsidiary.


 


(b)       Annual
Limits.     No Incentive Stock Option shall be granted to an Eligible Person as a result of which
the aggregate Fair Market Value (determined as of the Date of Grant) of the stock with respect to which Incentive Stock Options
are exercisable for the first time in any calendar year under the Plan and any other stock option plans of the Company or any Subsidiary
would exceed $100,000, determined in accordance with Section 422(d) of the Code. This limitation shall be applied by taking Incentive
Stock Options into account in the order in which granted.


 


(c)        Ten
Percent Stockholders.     If a Stock Option granted under the Plan is intended to be an Incentive
Stock Option, and if the Participant, at the time of grant, owns stock possessing ten percent (10%) or more of the total combined
voting power of all classes of Common Stock of the Company or any Subsidiary, then (i) the Stock Option exercise price per share
shall in no event be less than 110% of the Fair Market Value of the Common Stock on the date of such grant and (ii) such Stock
Option shall not be exercisable after the expiration of five (5) years following the date such Stock Option is granted.


 


(d)        Termination
of Employment.     An Award of an Incentive Stock Option shall provide that such Stock Option may
be exercised not later than three (3) months following termination of employment of the Participant with the Company and all Subsidiaries,
or not later than one (1) year following death or a permanent and total disability within the meaning of Section 22(e)(3) of the
Code, as and to the extent determined by the Committee to be necessary to comply with the requirements of Section 422 of the Code.


 


(e)        Disqualifying
Dispositions.     If shares of Common Stock acquired by exercise of an Incentive Stock Option are
disposed of within two (2) years following the Date of Grant or one (1) year following the transfer of such shares to the Participant
upon exercise, the Participant shall, promptly following such disposition, notify the Company in writing of the date and terms
of such disposition and provide such other information regarding the disposition as the Company may reasonably require.


 






    - 9 -


     


    

 


	7.	Stock Appreciation Rights




 


7.1             Grant
of Stock Appreciation Rights. A Stock Appreciation Right may be granted to any Eligible Person selected by the Committee. Stock
Appreciation Rights may be granted on a basis that allows for the exercise of the right by the Participant or that provides for
the automatic payment of the right upon a specified date or event.


 


7.2             Base
Price. The base price of a Stock Appreciation Right shall be determined by the Committee in its sole discretion; provided,
however, that the base price for any grant of a Stock Appreciation Right shall not be less than 100% of the Fair Market Value of
a share of Common Stock on the Date of Grant, subject to adjustments as provided for under Section 4.3.


 


7.3             Vesting
Stock Appreciation Rights. The Committee shall in its discretion prescribe the time or times at which, or the conditions upon
which, a Stock Appreciation Right or portion thereof shall become vested and/or exercisable. Unless otherwise provided by the Committee,
no Stock Appreciation Right shall provide for vesting or exercise earlier than one year after the Date of Grant. The requirements
for vesting and exercisability of a Stock Appreciation Right may be based on the Continuous Service of a Participant for a specified
time period (or periods) or on the attainment of a specified performance goal (or goals) established by the Committee in its discretion.
The Committee may, in its sole discretion, accelerate the vesting or exercisability of any Stock Appreciation Right at any time.


 


7.4             Term
of Stock Appreciation Rights. The Committee shall in its discretion prescribe in an Award Agreement the period during which
a vested Stock Appreciation Right may be exercised, provided that the maximum term of a Stock Appreciation Right shall be ten (10)
years from the Date of Grant. A Stock Appreciation Right may be earlier terminated as specified by the Committee and set forth
in an Award Agreement upon or following the termination of a Participant’s Continuous Service for any reason, including by
reason of voluntary resignation, death, Disability, termination for Cause or any other reason. Except as otherwise provided in
this Section 7 or in an Award Agreement, as such agreement may be amended from time to time upon authorization of the Committee,
no Stock Appreciation Right may be exercised at any time during the term thereof unless the Participant is then in Continuous Service.


 


7.5             Payment
of Stock Appreciation Rights. Subject to such terms and conditions as shall be specified in an Award Agreement, a vested
Stock Appreciation Right may be exercised in whole or in part at any time during the term thereof by notice in the form
required by the Company and payment of any exercise price. Upon the exercise of a Stock Appreciation Right and payment of any
applicable exercise price, a Participant shall be entitled to receive an amount determined by multiplying: (i) the excess of
the Fair Market Value of a share of Common Stock on the date of exercise of the Stock Appreciation Right over the base price
of such Stock Appreciation Right, by (ii) the number of shares as to which such Stock Appreciation Right is exercised.
Payment of the amount determined under the immediately preceding sentence may be made, as approved by the Committee and set
forth in the Award Agreement, in shares of Common Stock valued at their Fair Market Value on the date of exercise, in cash,
or in a combination of shares of Common Stock and cash, subject to applicable tax withholding requirements set forth in
Section 16.5. If Stock Appreciation Rights are settled in shares of Common Stock, then as soon as practicable following the
date of settlement the Company shall deliver to the Participant evidence of book entry shares of Common Stock, or upon the
Participant’s request, Common Stock certificates in an appropriate amount.


 






    - 10 -


     


    

 


	8.	Restricted Stock Awards




 


8.1             Grant
of Restricted Stock Awards. A Restricted Stock Award may be granted to any Eligible Person selected by the Committee. The Committee
may require the payment by the Participant of a specified purchase price in connection with any Restricted Stock Award. The Committee
may provide in an Award Agreement for the payment of dividends and distributions to the Participant such times as paid to stockholders
generally or at the times of vesting or other payment of the Restricted Stock Award. If any dividends or distributions are paid
in stock while a Restricted Stock Award is subject to restrictions under Section 8.3 of the Plan, the dividends or other distributions
shares shall be subject to the same restrictions on transferability as the shares of Common Stock to which they were paid unless
otherwise set forth in the Award Agreement. The Committee may also subject the grant of any Restricted Stock Award to the execution
of a voting agreement with the Company or with any Affiliate of the Company.


 


8.2             Vesting
Requirements. The restrictions imposed on shares of Common Stock granted under a Restricted Stock Award shall lapse in accordance
with the vesting requirements specified by the Committee in the Award Agreement. Upon vesting of a Restricted Stock Award, such
Award shall be subject to the tax withholding requirement set forth in Section 16.5. The requirements for vesting of a Restricted
Stock Award may be based on the Continuous Service of the Participant for a specified time period (or periods) or on the attainment
of a specified performance goal (or goals) established by the Committee in its discretion. The Committee may, in its sole discretion,
accelerate the vesting of a Restricted Stock Award at any time. If the vesting requirements of a Restricted Stock Award shall not
be satisfied, the Award shall be forfeited and the shares of Common Stock subject to the Award shall be returned to the Company.
In the event that the Participant paid any purchase price with respect to such forfeited shares, unless otherwise provided by the
Committee in an Award Agreement, the Company will refund to the Participant the lesser of (i) such purchase price and (ii) the
Fair Market Value of such shares on the date of forfeiture.


 


8.3             Restrictions.
Shares granted under any Restricted Stock Award may not be transferred, assigned or subject to any encumbrance, pledge, or charge
until all applicable restrictions are removed or have expired, unless otherwise allowed by the Committee. The Committee may require
in an Award Agreement that certificates representing the shares granted under a Restricted Stock Award bear a legend making appropriate
reference to the restrictions imposed, and that certificates representing the shares granted or sold under a Restricted Stock Award
will remain in the physical custody of an escrow holder until all restrictions are removed or have expired.


 






    - 11 -


     


    

 



 


8.4       Rights
as Stockholder. Subject to the foregoing provisions of this Section 8 and the applicable Award Agreement, the Participant to
whom a Restricted Stock Award is made shall have all rights of a stockholder with respect to the shares granted to the Participant
under the Restricted Stock Award, including the right to vote the shares and receive all dividends and other distributions paid
or made with respect thereto, unless the Committee determines otherwise at the time the Restricted Stock Award is granted.


 


8.5       Section
83(b) Election. If a Participant makes an election pursuant to Section 83(b) of the Code with respect to a Restricted Stock
Award, the Participant shall file, within thirty (30) days following the Date of Grant, a copy of such election with the Company
(directed to the Secretary thereof) and with the Internal Revenue Service, in accordance with the regulations under Section 83
of the Code. The Committee may provide in an Award Agreement that the Restricted Stock Award is conditioned upon the Participant’s
making or refraining from making an election with respect to the Award under Section 83(b) of the Code.


 


9.        Restricted Stock Unit Awards


 


9.1       Grant
of Restricted Stock Unit Awards. A Restricted Stock Unit Award may be granted to any Eligible Person selected by the Committee.
The value of each stock unit under a Restricted Stock Unit Award is equal to the Fair Market Value of the Common Stock on the applicable
date or time period of determination, as specified by the Committee. A Restricted Stock Unit Award shall be subject to such restrictions
and conditions as the Committee shall determine. A Restricted Stock Unit Award may be granted together with a dividend equivalent
right with respect to the shares of Common Stock subject to the Award, which may be accumulated and may be deemed reinvested in
additional stock units, as determined by the Committee in its sole discretion. If any dividend equivalents are paid while a Restricted
Stock Unit Award is subject to restrictions under Section 9 of the Plan, the Committee may, in its sole discretion, provide in
the Award Agreement for such dividend equivalents to immediately be paid to the Participant holding such Restricted Stock Unit
Award or pay such dividend equivalents subject to the same restrictions on transferability as the Restricted Stock Units to which
they relate.


 


9.2       Vesting
of Restricted Stock Unit Awards. On the Date of Grant, the Committee shall, in its discretion, determine any vesting requirements
with respect to a Restricted Stock Unit Award, which shall be set forth in the Award Agreement. The requirements for vesting of
a Restricted Stock Unit Award may be based on the Continuous Service of the Participant for a specified time period (or periods)
or on the attainment of a specified performance goal (or goals) established by the Committee in its discretion. The Committee may,
in its sole discretion, accelerate the vesting of a Restricted Stock Unit Award at any time. A Restricted Stock Unit Award may
also be granted on a fully vested basis, with a deferred payment date as may be determined by the Committee or elected by the Participant
in accordance with rules established by the Committee.


 






    - 12 -


     


    

 


9.3       Payment
of Restricted Stock Unit Awards. A Restricted Stock Unit Award shall become payable to a Participant at the time or times
determined by the Committee and set forth in the Award Agreement, which may be upon or following the vesting of the Award.
Payment of a Restricted Stock Unit Award may be made, at the discretion of the Committee, in cash or in shares of Common
Stock, or in a combination thereof as described in the Award Agreement, subject to applicable tax withholding requirements
set forth in Section 16.5. Any cash payment of a Restricted Stock Unit Award shall be made based upon the Fair Market Value
of the Common Stock, determined on such date or over such time period as determined by the Committee. Notwithstanding the
foregoing, unless specified otherwise in the Award Agreement, any Restricted Stock Unit, whether settled in Common Stock or
cash, shall be paid no later than two and one-half months after the later of the calendar year or fiscal year in which the
Restricted Stock Units vest. If Restricted Stock Unit Awards are settled in shares of Common Stock, then as soon as
practicable following the date of settlement, the Company shall deliver to the Participant evidence of book entry shares of
Common Stock, or upon the Participant’s request, Common Stock certificates in an appropriate amount.


 


10.      Performance Shares


 


10.1       Grant
of Performance Shares. Performance Shares may be granted to any Eligible Person selected by the Committee. A Performance Share
Award shall be subject to such restrictions and condition as the Committee shall specify. A Performance Share Award may be granted
with a dividend equivalent right with respect to the shares of Common Stock subject to the Award, which may be accumulated and
may be deemed reinvested in additional stock units, as determined by the Committee in its sole discretion.


 


10.2       Value
of Performance Shares. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the
Date of Grant. The Committee shall set performance goals in its discretion that, depending on the extent to which they are met
over a specified time period, shall determine the number of Performance Shares that shall be paid to a Participant.


 


10.3       Earning
of Performance Shares. After the applicable time period has ended, the number of Performance Shares earned by the Participant
over such time period shall be determined as a function of the extent to which the applicable corresponding performance goals
have been achieved. This determination shall be made solely by the Committee. The Committee may, in its sole discretion, waive
any performance or vesting conditions relating to a Performance Share Award.


 


10.4       Form
and Timing of Payment of Performance Shares. The Committee shall pay at the close of the applicable Performance Period, or
as soon as practicable thereafter, any earned Performance Shares in the form of cash or in shares of Common Stock or in a combination
thereof, as specified in a Participant’s Award Agreement, subject to applicable tax withholding requirements set forth in
Section 16.5. Notwithstanding the foregoing, unless specified otherwise in the Award Agreement, all Performance Shares shall be
paid no later than two and one-half months following the later of the calendar year or fiscal year in which such Performance Shares
vest. Any shares of Common Stock paid to a Participant under this Section 10.4 may be subject to any restrictions deemed appropriate
by the Committee. If Performance Shares are settled in shares of Common Stock, then as soon as practicable following the date of
settlement the Company shall deliver to the Participant evidence of book entry shares of Common Stock, or upon the Participant’s
request, Common Stock certificates in an appropriate amount.


 






    - 13 -


     


    

 


11.       Performance
Units


 


11.1       Grant
of Performance Units. Performance Units may be granted to any Eligible Person selected by the Committee. A Performance Unit
Award shall be subject to such restrictions and condition as the Committee shall specify in a Participant’s Award Agreement.


 


11.2       Value
of Performance Units. Each Performance Unit shall have an initial notional value equal to a dollar amount determined by the
Committee, in its sole discretion. The Committee shall set performance goals in its discretion that, depending on the extent to
which they are met over a specified time period, will determine the number of Performance Units that shall be settled and paid
to the Participant.


 


11.3       Earning
of Performance Units. After the applicable time period has ended, the number of Performance Units earned by the Participant,
and the amount payable in cash, in shares or in a combination thereof, over such time period shall be determined as a function
of the extent to which the applicable corresponding performance goals have been achieved. This determination shall be made
solely by the Committee. The Committee may, in its sole discretion, waive any performance or vesting conditions relating to a Performance
Unit Award.


 


11.4       Form
and Timing of Payment of Performance Units. The Committee shall pay at the close of the applicable Performance Period, or as
soon as practicable thereafter, any earned Performance Units in the form of cash or in shares of Common Stock or in a combination
thereof, as specified in a Participant’s Award Agreement, subject to applicable tax withholding requirements set forth in
Section 16.5. Notwithstanding the foregoing, unless specified otherwise in the Award Agreement, all Performance Units shall be
paid no later than two and one-half months following the later of the calendar year or fiscal year in which such Performance Units
vest. Any shares of Common Stock paid to a Participant under this Section 11.4 may be subject to any restrictions deemed appropriate
by the Committee. If Performance Units are settled in shares of Common Stock, then as soon as practicable following the date of
settlement the Company shall deliver to the Participant evidence of book entry shares of Common Stock, or upon the Participant’s
request, Common Stock certificates in an appropriate amount.


 


12.       Incentive
Bonus Awards


 


12.1       Incentive
Bonus Awards. The Committee, at its discretion, may grant Incentive Bonus Awards to such Participants as it may designate from
time to time. The terms of a Participant’s Incentive Bonus Award shall be set forth in the Participant’s Award Agreement.
Each Award Agreement shall specify such general terms and conditions as the Committee shall determine.


 


12.2       Incentive
Bonus Award Performance Criteria. The determination of Incentive Bonus Awards for a given year or years may be based upon
the attainment of specified levels of Company or Subsidiary performance as measured by pre-established, objective performance
criteria determined at the discretion of the Committee. The Committee shall (i) select those Participants who shall be
eligible to receive an Incentive Bonus Award, (ii) determine the performance period, (iii) determine target levels of
performance, and (iv) determine the level of Incentive Bonus Award to be paid to each selected Participant upon the
achievement of each performance level. The Committee generally shall make the foregoing determinations prior to the
commencement of services to which an Incentive Bonus Award relates, to the extent applicable, and while the outcome of the
performance goals and targets is uncertain.


 






    - 14 -


     


    

 


12.3       Payment
of Incentive Bonus Awards.


 


(a) Incentive
Bonus Awards shall be paid in cash or Common Stock, as set forth in a Participant’s Award Agreement. Payments shall be made
following a determination by the Committee that the performance targets were attained and shall be made within two and one-half
months after the later of the end of the fiscal or calendar year in which the Incentive Award is no longer subject to a substantial
risk of forfeiture.


 


(b) The amount
of an Incentive Bonus Award to be paid upon the attainment of each targeted level of performance shall equal a percentage of a
Participant’s base salary for the fiscal year, a fixed dollar amount, or such other formula, as determined by the Committee.


 


		13.	Other Cash-Based Awards and Other Stock-Based Awards



 


13.1       Other
Cash-Based and Stock-Based Awards. The Committee may grant other types of equity-based or equity-related Awards not otherwise
described by the terms of this Plan (including the grant or offer for sale of unrestricted Shares) in such amounts and subject
to such terms and conditions, as the Committee shall determine. Such Awards may involve the transfer of actual shares of Common
Stock to a Participant, or payment in cash or otherwise of amounts based on the value of shares of Common Stock. In addition, the
Committee, at any time and from time to time, may grant Other Cash-Based Awards to a Participant in such amounts and upon such
terms as the Committee shall determine, in its sole discretion.


 


13.2       Value
of Cash-Based Awards and Other Stock-Based Awards. Each Other Stock-Based Award shall be expressed in terms of shares of Common
Stock or units based on shares of Common Stock, as determined by the Committee, in its sole discretion. Each Other Cash-Based Award
shall specify a payment amount or payment range as determined by the Committee, in its sole discretion. If the Committee exercises
its discretion to establish performance goals, the value of Other Cash-Based Awards that shall be paid to the Participant will
depend on the extent to which such performance goals are met.


 


13.3       Payment
of Cash-Based Awards and Other Stock-Based Awards. Payment, if any, with respect to Other Cash-Based Awards and Other Stock-Based
Award shall be made in accordance with the terms of the Award, in cash or shares of Common Stock as the Committee determines.


 






    - 15 -


     


    

 


14.       Change
in Control


 


14.1       Effect of
a Change in Control.


 


(a)      The
Committee may, at the time of the grant of an Award and as set forth in an Award Agreement, provide for the effect of a
 “Change in Control” on an Award. Such provisions may include any one or more of the following: (i) the
acceleration or extension of time periods for purposes of exercising, vesting in, or realizing gain from any Award,
(ii) the elimination or modification of performance or other conditions related to the payment or other rights under an
Award, (iii) provision for the cash settlement of an Award for an equivalent cash value, as determined by the Committee,
or (iv) such other modification or adjustment to an Award as the Committee deems appropriate to maintain and protect the
rights and interests of Participants upon or following a Change in Control. To the extent necessary for compliance with
Section 409A of the Code, an Award Agreement shall provide that an Award subject to the requirements of
Section 409A that would otherwise become payable upon a Change in Control shall only become payable to the extent that
the requirements for a “change in control” for purposes of Section 409A have been satisfied.


 


(b)      Notwithstanding
anything to the contrary set forth in the Plan, unless otherwise provided by an Award Agreement, upon or in anticipation of
any Change in Control, the Committee may, in its sole and absolute discretion and without the need for the consent of any
Participant, take one or more of the following actions contingent upon the occurrence of that Change in Control:
(i) cause any or all outstanding Stock Options and Stock Appreciation Rights held by Participants affected by the Change
in Control to become vested and immediately exercisable, in whole or in part; (ii) cause any or all outstanding
Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Incentive Bonus Award and any other Award
held by Participants affected by the Change in Control to become non-forfeitable, in whole or in part; (iii) cancel any
Stock Option or Stock Appreciation Right in exchange for a substitute option in a manner consistent with the requirements of
Treasury Regulation. §1.424-1(a) or §1.409A-1(b)(5)(v)(D), as applicable (notwithstanding the fact that the
original Stock Option may never have been intended to satisfy the requirements for treatment as an Incentive Stock Option);
(iv) cancel any Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units held by a Participant
in exchange for restricted stock or performance shares of or stock or performance units in respect of the capital stock of
any successor corporation; (v) redeem any Restricted Stock held by a Participant affected by the Change in Control for
cash and/or other substitute consideration with a value equal to the Fair Market Value of an unrestricted share of Common
Stock on the date of the Change in Control; (vi) terminate any Award in exchange for an amount of cash and/or property
equal to the amount, if any, that would have been attained upon the exercise of such Award or realization of the
Participant’s rights as of the date of the occurrence of the Change in Control (the “Change in Control
Consideration”); provided, however that if the Change in Control Consideration with respect to any Option or Stock
Appreciation Right does not exceed the exercise price of such Option or Stock Appreciation Right, the Committee may cancel
the Option or Stock Appreciation Right without payment of any consideration therefor; and/or (vii) take any other action
necessary or appropriate to carry out the terms of any definitive agreement controlling the terms and conditions of the
Change in Control. Any such Change in Control Consideration may be subject to any escrow, indemnification and similar
obligations, contingencies and encumbrances applicable in connection with the Change in Control to holders of Common Stock.
Without limitation of the foregoing, if as of the date of the occurrence of the Change in Control the Committee determines
that no amount would have been attained upon the realization of the Participant’s rights, then such Award may be
terminated by the Company without payment. The Committee may cause the Change in Control Consideration to be subject to
vesting conditions (whether or not the same as the vesting conditions applicable to the Award prior to the Change in Control)
and/or make such other modifications, adjustments or amendments to outstanding Awards or this Plan as the Committee deems
necessary or appropriate.


 






    - 16 -


     


    

 


(c)       The Committee may require a Participant to (i) represent and warrant as to the unencumbered title to the Participant’s Awards,
(ii) bear such Participant’s pro rata share of any post-closing indemnity obligations, and be subject to the same or similar
post-closing purchase price adjustments, escrow terms, offset rights, holdback terms and similar conditions as the other holders
of Common Stock, and (iii) execute and deliver such documents and instruments as the Committee may reasonably require for the Participant
to be bound by such obligations. The Committee will endeavor to take action under this Section 14 in a manner that does not cause
a violation of Section 409A of the Code with respect to an Award.


 


15.       General
Provisions


 


15.1      Award Agreement.
To the extent deemed necessary by the Committee, an Award under the Plan shall be evidenced by an Award Agreement in a written
or electronic form approved by the Committee setting forth the number of shares of Common Stock or units subject to the Award,
the exercise price, base price, or purchase price of the Award, the time or times at which an Award will become vested, exercisable
or payable and the term of the Award. The Award Agreement may also set forth the effect on an Award of termination of Continuous
Service under certain circumstances. The Award Agreement shall be subject to and incorporate, by reference or otherwise, all of
the applicable terms and conditions of the Plan, and may also set forth other terms and conditions applicable to the Award as
determined by the Committee consistent with the limitations of the Plan. Award Agreements evidencing Incentive Stock Options shall
contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code. The grant
of an Award under the Plan shall not confer any rights upon the Participant holding such Award other than such terms, and subject
to such conditions, as are specified in the Plan as being applicable to such type of Award (or to all Awards) or as are expressly
set forth in the Award Agreement.


 


15.2       Forfeiture
Events/Representations. The Committee may specify in an Award Agreement at the time of the Award that the
Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation,
forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or
performance conditions of an Award. Such events shall include, but shall not be limited to, termination of Continuous Service
for Cause, violation of material Company policies, breach of noncompetition, confidentiality or other restrictive covenants
that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of
the Company. The Committee may also specify in an Award Agreement that the Participant’s rights, payments and benefits
with respect to an Award shall be conditioned upon the Participant making a representation regarding compliance with
noncompetition, confidentiality or other restrictive covenants that may apply to the Participant and providing that the
Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation,
forfeiture or recoupment on account of a breach of such representation. Notwithstanding the foregoing, the confidentiality
restrictions set forth in an Award Agreement shall not, and shall not be interpreted to, impair a Participant from exercising
any legally protected whistleblower rights (including under Rule 21 of the Exchange Act). In addition and without limitation
of the foregoing, any amounts paid hereunder shall be subject to recoupment in accordance with The Dodd–Frank Wall
Street Reform and Consumer Protection Act and any implementing regulations thereunder, any “clawback” policy
adopted by the Company or as is otherwise required by applicable law or stock exchange listing condition.


 






    - 17 -


     


    

 


15.3       No Assignment
or Transfer; Beneficiaries.


 


(a)      Awards
under the Plan shall not be assignable or transferable by the Participant, except by will or by the laws of descent and distribution,
and shall not be subject in any manner to assignment, alienation, pledge, encumbrance or charge. Notwithstanding the foregoing,
the Committee may provide in an Award Agreement that the Participant shall have the right to designate a beneficiary or beneficiaries
who shall be entitled to any rights, payments or other benefits specified under an Award following the Participant’s death.
During the lifetime of a Participant, an Award shall be exercised only by such Participant or such Participant’s guardian
or legal representative. In the event of a Participant’s death, an Award may, to the extent permitted by the Award Agreement,
be exercised by the Participant’s beneficiary as designated by the Participant in the manner prescribed by the Committee
or, in the absence of an authorized beneficiary designation, by the legatee of such Award under the Participant’s will or
by the Participant’s estate in accordance with the Participant’s will or the laws of descent and distribution, in each
case in the same manner and to the same extent that such Award was exercisable by the Participant on the date of the Participant’s
death.


 


(b)      Limited
Transferability Rights. Notwithstanding anything else in this Section 15.3 to the contrary, the Committee may in its
discretion provide in an Award Agreement that an Award in the form of a Nonqualified Stock Option, share-settled Stock Appreciation
Right, Restricted Stock, Performance Share or share-settled Other Stock-Based Award may be transferred, on such terms and conditions
as the Committee deems appropriate, either (i) by instrument to the Participant’s “Immediate Family” (as defined
below), (ii) by instrument to an inter vivos or testamentary trust (or other entity) in which the Award is to be passed to the
Participant’s designated beneficiaries, or (iii) by gift to charitable institutions. Any transferee of the Participant’s
rights shall succeed and be subject to all of the terms of the applicable Award Agreement and the Plan. “Immediate Family”
means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships.


 


15.4       Rights
as Stockholder. A Participant shall have no rights as a holder of shares of Common Stock with respect to any unissued
shares of Common Stock covered by an Award until the date the Participant becomes the holder of record of such securities.
Except as provided in Section 4.3 hereof, no adjustment or other provision shall be made for dividends or other stockholder
rights, except to the extent that the Award Agreement provides for dividend payments or dividend equivalent rights.


 






    - 18 -


     


    

 


15.5       Employment
or Continuous Service. Nothing in the Plan, in the grant of any Award or in any Award Agreement shall confer upon any Eligible
Person or Participant any right to continue in Continuous Service, or interfere in any way with the right of the Company or any
of its Subsidiaries to terminate the employment or other service relationship of an Eligible Person or Participant for any reason
at any time.


 


15.6       Fractional
Shares. In the case of any fractional share or unit resulting from the grant, vesting, payment or crediting of dividends or
dividend equivalents under an Award, the Committee shall have the discretionary authority to (i) disregard such fractional share
or unit, (ii) round such fractional share or unit to the nearest lower or higher whole share or unit, or (iii) convert such fractional
share or unit into a right to receive a cash payment.


 


15.7       Other Compensation
and Benefit Plans. The amount of any compensation deemed to be received by a Participant pursuant to an Award shall not constitute
includable compensation for purposes of determining the amount of benefits to which a Participant is entitled under any other
compensation or benefit plan or program of the Company or any Subsidiary, including, without limitation, under any bonus, pension,
profit-sharing, life insurance, salary continuation or severance benefits plan, except to the extent specifically provided by
the terms of any such plan.


 


15.8       Plan Binding
on Transferees. The Plan shall be binding upon the Company, its transferees and assigns, and the Participant, the Participant’s
executor, administrator and permitted transferees and beneficiaries. In addition, all obligations of the Company under this Plan
with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor
is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.


 


15.9       Foreign
Jurisdictions. The Committee may adopt, amend and terminate such arrangements and grant such Awards, not inconsistent with
the intent of the Plan, as it may deem necessary or desirable to comply with any tax, securities, regulatory or other laws of other
jurisdictions with respect to Awards that may be subject to such laws. The terms and conditions of such Awards may vary from the
terms and conditions that would otherwise be required by the Plan solely to the extent the Committee deems necessary for such purpose.
Moreover, the Board may approve such supplements to or amendments, restatements or alternative versions of the Plan, not inconsistent
with the intent of the Plan, as it may consider necessary or appropriate for such purposes, without thereby affecting the terms
of the Plan as in effect for any other purpose.


 


15.10     No
Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation to any Participant to advise such holder
as to the time or manner of exercising an Award. Furthermore, the Company will have no duty or obligation to warn or otherwise
advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised.
The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award.


 






    - 19 -


     


    

 


15.11     Corporate
Action Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any Participant will
be deemed completed as of the date of such corporate action, unless otherwise determined by the Committee or the Board, regardless
of when the instrument, certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the
Participant. In the event that the corporate records (e.g., Board or Committee consents, resolutions or minutes) documenting the
corporate action constituting the grant contain terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent
with those in the Award Agreement as a result of a clerical error in the papering of the Award Agreement, the corporate records
will control and the Participant will have no legally binding right to the incorrect term in the Award Agreement.


 


15.12     Change
in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of the Participant’s
services for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an employee
of the Company and the employee has a change in status from a full-time employee to a part-time employee) after the date of grant
of any Award to the Participant, the Committee has the right in its sole discretion to (i) make a corresponding reduction in the
number of shares subject to any portion of such Award that is scheduled to vest or become payable after the date of such change
in time commitment and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable
to such Award. In the event of any such reduction, the Participant will have no right with respect to any portion of the Award
that is so reduced or extended.


 


15.13     Substitute
Awards in Corporate Transactions. Nothing contained in the Plan shall be construed to limit the right of the Committee to grant
Awards under the Plan in connection with the acquisition, whether by purchase, merger, consolidation or other corporate transaction,
of the business or assets of any corporation or other entity. Without limiting the foregoing, the Committee may grant Awards under
the Plan to an employee or director of another corporation who becomes an Eligible Person by reason of any such corporate transaction
in substitution for awards previously granted by such corporation or entity to such person. The terms and conditions of the substitute
Awards may vary from the terms and conditions that would otherwise be required by the Plan solely to the extent the Committee deems
necessary for such purpose. Any shares of Common Stock subject to these substitute Awards shall not be counted against any of the
maximum share limitations set forth in the Plan.


 


16.       Legal
Compliance


 


16.1       Securities
Laws. No shares of Common Stock will be issued or transferred pursuant to an Award unless and until all then applicable
requirements imposed by Federal and state securities and other laws, rules and regulations and by any regulatory agencies
having jurisdiction, and by any exchanges upon which the shares of Common Stock may be listed, have been fully met. As a
condition precedent to the issuance of shares pursuant to the grant or exercise of an Award, the Company may require the
Participant to take any reasonable action to meet such requirements. The Committee may impose such conditions on any shares
of Common Stock issuable under the Plan as it may deem advisable, including, without limitation, restrictions under the
Securities Act, as amended, under the requirements of any exchange upon which such shares of the same class are then listed,
and under any blue sky or other securities laws applicable to such shares. The Committee may also require the Participant to
represent and warrant at the time of issuance or transfer that the shares of Common Stock are being acquired only for
investment purposes and without any current intention to sell or distribute such shares. All Common Stock issued pursuant to
the terms of this Plan shall constitute “restricted securities,” as that term is defined in Rule 144 promulgated
pursuant to the Securities Act, and may not be transferred except in compliance herewith and with the registration
requirements of the Securities Act or an exemption therefrom. Certificates representing Common Stock acquired pursuant to an
Award may bear such legend as the Company may consider appropriate under the circumstances.


 






    - 20 -


     


    

 


16.2       Incentive
Arrangement. The Plan is designed to provide an on-going, pecuniary incentive for Participants to produce their best efforts
to increase the value of the Company. The Plan is not intended to provide retirement income or to defer the receipt of payments
hereunder to the termination of a Participant’s employment or beyond. The Plan is thus intended not to be a pension or welfare
benefit plan that is subject to Employee Retirement Income Security Act of 1974 (“ERISA”), and shall be construed accordingly.
All interpretations and determinations hereunder shall be made on a basis consistent with the Plan’s status as not an employee
benefit plan subject to ERISA.


 


16.3       Unfunded
Plan. The adoption of the Plan and any reservation of shares of Common Stock or cash amounts by the Company to discharge its
obligations hereunder shall not be deemed to create a trust or other funded arrangement. Except upon the issuance of Common Stock
pursuant to an Award, any rights of a Participant under the Plan shall be those of a general unsecured creditor of the Company,
and neither a Participant nor the Participant’s permitted transferees or estate shall have any other interest in any assets
of the Company by virtue of the Plan. Notwithstanding the foregoing, the Company shall have the right to implement or set aside
funds in a grantor trust, subject to the claims of the Company’s creditors or otherwise, to discharge its obligations under
the Plan.


 


16.4       Section
409A Compliance. To the extent applicable, it is intended that the Plan and all Awards hereunder comply with the
requirements of Section 409A of the Code or an exemption thereto, and the Plan and all Award Agreements shall be interpreted
and applied by the Committee in a manner consistent with this intent in order to avoid the imposition of any additional tax
under Section 409A of the Code. Notwithstanding anything in the Plan or an Award Agreement to the contrary, in the event that
any provision of the Plan or an Award Agreement is determined by the Committee, in its sole discretion, to not comply with
the requirements of Section 409A of the Code or an exemption thereto, the Committee shall, in its sole discretion, have the
authority to take such actions and to make such interpretations or changes to the Plan or an Award Agreement as the Committee
deems necessary, regardless of whether such actions, interpretations, or changes shall adversely affect a Participant,
subject to the limitations, if any, of applicable law. If an Award is subject to Section 409A of the Code, any payment made
to a Participant who is a “specified employee” of the Company or any Subsidiary shall not be made before the date
that is six months after the Participant’s “separation from service” to the extent required to avoid the
adverse consequences of Section 409A of the Code. For purposes of this Section 16.4, the terms “separation from
service” and “specified employee” shall have the meanings set forth in Section 409A of the Code. In no
event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on any
Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.


 






    - 21 -


     


    

 


16.5       Tax Withholding.


 


(a)      The
Company shall have the power and the right to deduct or withhold, or require a participant to remit to the Company, the minimum
statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld
with respect to any taxable event arising as a result of this Plan, but in no event shall such deduction or withholding or remittance
exceed the minimum statutory withholding requirements unless permitted by the Company and such additional withholding amount will
not cause adverse accounting consequences and is permitted under Applicable Law.


 


(b)      Subject
to such terms and conditions as shall be specified in an Award Agreement, a Participant may, in order to fulfill the withholding
obligation, (i) tender previously-acquired shares of Common Stock or have shares of stock withheld from the exercise, provided
that the shares have an aggregate Fair Market Value sufficient to satisfy in whole or in part the applicable withholding taxes;
and/or (ii) utilize the broker-assisted exercise procedure described in Section 6.5 to satisfy the withholding requirements related
to the exercise of a Stock Option.


 


(c)      Notwithstanding
the foregoing, a Participant may not use shares of Common Stock to satisfy the withholding requirements to the extent that (i)
there is a substantial likelihood that the use of such form of payment or the timing of such form of payment would subject the
Participant to a substantial risk of liability under Section 16 of the Exchange Act; (ii) such withholding would constitute a violation
of the provisions of any law or regulation, or (iii) such withholding would cause adverse accounting consequences for the Company.


 


16.6       No
Guarantee of Tax Consequences. Neither the Company, the Board, the Committee nor any other Person make any commitment or guarantee
that any federal, state, local or foreign tax treatment will apply or be available to any Participant or any other Person hereunder.


 


16.7       Severability.
If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any
jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and
all provisions shall remain enforceable in any other jurisdiction.


 


16.8       Stock Certificates;
Book Entry Form. Notwithstanding any provision of the Plan to the contrary, unless otherwise
determined by the Committee or required by any applicable law, rule or regulation, any obligation set forth in the Plan pertaining
to the delivery or issuance of stock certificates evidencing shares of Common Stock may be satisfied by having issuance and/or
ownership of such shares recorded on the books and records of the Company (or, as
applicable, its transfer agent or stock plan administrator).


 






    - 22 -


     


    

 


16.9       Governing Law.
The Plan and all rights hereunder shall be subject to and interpreted in accordance with the laws of the State of Delaware,
without reference to the principles of conflicts of laws, and to applicable Federal securities laws.


 


17.       Effective
Date, Amendment and Termination


 


17.1       Effective
Date. The effective date of the Plan shall be the date on which the Plan is approved by the requisite percentage of the holders
of the Common Stock of the Company; provided, however, that Awards granted under the Plan subsequent to the approval of the Plan
by the Board shall be valid if such stockholder approval occurs within one year of the date on which such Board approval occurs.


 


17.2       Amendment;
Termination. The Board may suspend or terminate the Plan (or any portion thereof) at any time and may amend the Plan at any
time and from time to time in such respects as the Board may deem advisable or in the best interests of the Company or any Subsidiary;
provided, however, that (a) no such amendment, suspension or termination shall materially and adversely affect the rights of any
Participant under any outstanding Awards, without the consent of such Participant, (b) to the extent necessary and desirable to
comply with any applicable law, regulation, or stock exchange rule, the Company shall obtain stockholder approval of any Plan
amendment in such a manner and to such a degree as required, and (c) stockholder approval is required for any amendment to
the Plan that (i) increases the number of shares of Common Stock available for issuance under the Plan, or (ii) changes
the persons or class of persons eligible to receive Awards. The Plan will continue in effect until terminated in accordance with
this Section 17.2; provided, however, that no Award will be granted hereunder on or after the 10th anniversary of the date
of the Plan’s initial adoption by the Board (the “Expiration Date”); but provided further, that
Awards granted prior to such Expiration Date may extend beyond that date.


 


INITIAL BOARD APPROVAL: May 1, 2020


 


INITIAL STOCKHOLDER APPROVAL: May 1,
2020


 






    - 23 -