Exhibit 10.5


 





APPLIED UV, INC.


 


2020 OMNIBUS INCENTIVE PLAN


 


ARTICLE 1


 


ESTABLISHMENT, OBJECTIVES, AND DURATION


 


1.1  Establishment
of the Plan. Applied UV, Inc., hereby establishes an incentive compensation plan to be known as the “Applied UV,
Inc. 2020 Omnibus Incentive Plan” (hereinafter referred to as the “Plan”). The Plan permits the granting
of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance
Shares, Performance Units and Other Awards.


 


The Plan will become
effective March 31, 2020 (the “Effective Date”) if it is approved by the Company’s stockholders at the
Company’s 2020 annual stockholders meeting. The Plan shall remain in effect as provided in Section 1.3 hereof.


 


1.2  Objectives
of the Plan. The objectives of the Plan are to optimize the profitability and growth of the Company through incentives
that are consistent with the Company’s goals and that link the personal interests of Participants to those of the Company’s
stockholders.


 


The Plan is further
intended to provide flexibility to the Company in its ability to motivate, attract and retain the services of Participants who
make or are expected to make significant contributions to the Company’s success and to allow Participants to share in the
success of the Company.


 


1.3  Duration
of the Plan. No Award may be granted under the Plan after the day immediately preceding the tenth anniversary of the Effective
Date, or such earlier date as the Board shall determine. The Plan will remain in effect with respect to outstanding Awards until
no Awards remain outstanding.


 


ARTICLE 2


 


DEFINITIONS


 


The following terms, when capitalized,
shall have the meanings set forth below:


 


2.1  “Award”
means, individually or collectively, Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted
Stock, Restricted Stock Units, Performance Shares, Performance Units, and Other Awards granted under the Plan.


 


2.2  “Award
Agreement” means an agreement entered into by the Company and a Participant setting forth the terms and provisions applicable
to an Award.


 


2.3  “Beneficial
Ownership” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the
Exchange Act.


 


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


 


2.5  “Cause”
means the engaging by a Participant in illegal conduct that, in the sole discretion of the Committee, is materially and demonstrably
injurious to the Company, unless otherwise defined in an agreement between the Participant and the Company.


 


2.6  “Change
in Control” means that the conditions set forth in any one of the following subsections shall have been satisfied:


 


(a) an acquisition
immediately after which any Person possesses direct or indirect Beneficial Ownership of 25% or more of either the then outstanding
shares of Company common stock (the “Outstanding Company Common Stock”) or the combined voting power of the
then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding
Company Voting Securities”); provided that the following acquisitions shall be excluded: (i) any acquisition directly
from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted
was itself acquired directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or a Subsidiary, or (iv) any acquisition pursuant to a transaction
that complies with paragraphs (i), (ii) and (iii) of subsection (c) of this Section 2.6; or


 






     


     


    

 


(b) during any period
of two consecutive years, the individuals who, as of the beginning of such period, constitute the Board (such Board shall be hereinafter
referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided
that for purposes of this Section 2.6, any individual who becomes a member of the Board subsequent to the beginning of such
period and whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds
of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant
to this proviso) shall be considered as though such individual were a member of the Incumbent Board; provided, further, that any
such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other
actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered
as a member of the Incumbent Board; or


 


(c) consummation of
a reorganization, merger, share exchange, consolidation or sale or other disposition of all or substantially all of the assets
of the Company (“Corporate Transaction”); excluding, however, such a Corporate Transaction pursuant to which:


 


(i) all or substantially
all of the individuals and entities who have Beneficial Ownership, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Corporate Transaction will have Beneficial Ownership, directly or indirectly,
of more than 50% of, respectively, the outstanding shares of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from
such Corporate Transaction (including, without limitation, the Company or a corporation that as a result of such transaction owns
the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) (the
 “Resulting Corporation”) in substantially the same proportions as their ownership, immediately prior to such
Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be;


 


(ii) no Person (other
than (1) the Company, (2) an employee benefit plan (or related trust) sponsored or maintained by the Company or Resulting Corporation,
or (3) any entity controlled by the Company or Resulting Corporation) will have Beneficial Ownership, directly or indirectly, of
25% or more of, respectively, the outstanding shares of common stock of the Resulting Corporation or the combined voting power
of the outstanding voting securities of the Resulting Corporation entitled to vote generally in the election of directors, except
to the extent that such ownership existed prior to the Corporate Transaction; and


 


(iii) individuals who
were members of the Incumbent Board will continue to constitute at least a majority of the members of the board of directors of
the Resulting Corporation; or


 


(d) the approval by
the stockholders of the Company of a complete liquidation or dissolution of the Company.


 


2.7   “Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


2.8  “Committee”
means the entity, as specified in Section 3.1, authorized to administer the Plan.


 


2.9  “Company”
means Applied UV, Inc., and any successor thereto.


 


2.10  “Consultant”
means any natural person that is a consultant or advisor to the Company or a Subsidiary.


 






     


     


    

 


2.11  “Director”
means any individual who is a member of the Board of Directors of the Company or a Subsidiary.


 


2.12  “Disability”
means an individual: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than
twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement
benefits for a period of not less than three (3) months under an accident and health plan covering employees or directors of the
Company. Medical determination of Disability may be made by either the Social Security Administration or by the provider of an
accident or health plan covering Employees or Directors of the Company provided that the definition of “disability”
applied under such disability insurance program complies with the requirements of the preceding sentence. Upon the request of the
plan administrator, the Participant must submit proof to the plan administrator of the Social Security Administration’s or
the provider’s determination.


 


2.13  “Dividend
Equivalent” means, with respect to Shares subject to an Award, a right to be paid an amount equal to the dividends declared
and paid on an equal number of outstanding Shares.


 


2.14  “Effective
Date” shall have the meaning ascribed to such term in Section 1.1 hereof.


 


2.15  “Employee”
means any employee of the Company or a Subsidiary.


 


2.16  “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time.


 


2.17  “Exercise
Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.


 


2.18  “Fair
Market Value” means the fair market value of a Share as determined in good faith by the Committee or pursuant to a procedure
specified in good faith by the Committee; provided, however, that if the Committee has not specified otherwise, Fair Market Value
shall mean (a), if the Company’s shares are listed on the NASDAQ Stock Market, the closing price of a Share as reported on
the NASDAQ Stock Market or (b) if the Company’s shares are not listed on the NASDAQ Stock Market, but are listed on a different
national securities exchange or are quoted on the OTC Markets, the closing price of a Share as reported on such other national
securities exchange or the OTC Markets, as applicable.


 


2.19  “Freestanding
SAR” means an SAR that is granted independently of any Options, as described in


Article 7 herein.


 


2.20  “Incentive
Stock Option” or “ISO” means an Option that is intended to meet the requirements of


Code Section 422.


 


2.21  “Nonqualified
Stock Option” or “NQSO” means an Option that is not intended to meet the requirements of Code Section
422.


 


2.22  “Option”
means an Incentive Stock Option or a Nonqualified Stock Option granted under the Plan, as described in Article 6 herein.


 


2.23  “Other
Award” means a cash, Share-based or Share-related Award (other than an Award described in Article 6, 7, 8, 9 or 10
of the Plan) that is granted pursuant to Article 11 herein.


 






     


     


    

 


2.24  “Participant”
means a current of former Employee, Director or Consultant who has rights relating to an outstanding Award.


 


2.25  “Performance-Based
Exception” means the performance-based exception from the tax deductibility limitations of Code Section 162(m).


 


2.26  “Performance
Period” means the period during which a performance measure must be met.


 


2.27  “Performance
Share” means an Award granted to a Participant, as described in Article 9 herein.


 


2.28  “Performance
Unit” means an Award granted to a Participant, as described in Article 10 herein.


 


2.29  “Period
of Restriction” means the period Restricted Stock or Restricted Stock Units are subject to a substantial risk of forfeiture
and are not transferable, as provided in Articles 8 and 9 herein.


 


2.30  “Person”
shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and14(d) thereof.


 


2.31  “Replacement
Awards” means Awards issued in substitution of awards granted under equity-based incentive plans sponsored or maintained
by an entity with which the Company engages in a merger, acquisition or other business transaction, pursuant to which awards relating
to interests in such entity (or a related entity) are outstanding immediately prior to such merger, acquisition or other business
transaction. For all purposes hereunder, Replacement Awards shall be deemed Awards.


 


2.32  “Restricted
Stock” means an Award granted to a Participant, as described in Article 8 herein.


 


2.33  “Restricted
Stock Unit” means an Award granted to a Participant, as described in Article 9 herein.


 


2.34  “Share”
means a share common stock of the Company, par value $0.001 per share, subject to adjustment pursuant to Section 4.3 hereof.


 


2.35  “Stock
Appreciation Right” or “SAR” means an Award granted to a Participant, either alone or in connection
with a related Option, as described in Article 7 herein.


 


2.36  “Subsidiary”
means any corporation in which the Company owns, directly or indirectly, at least fifty percent (50%) of the total combined voting
power of all classes of stock, or any other entity (including, but not limited to, partnerships and joint ventures) in which the
Company owns, directly or indirectly, at least fifty percent (50%) of the combined equity thereof. Notwithstanding the foregoing,
for purposes of determining whether any individual may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary”
shall have the meaning ascribed to such term in Code Section 424(f).


 


2.37  “Tandem
SAR” means an SAR that is granted in connection with a related Option, as described in Article 7 herein.


 


ARTICLE 3


 


ADMINISTRATION


 


3.1  The
Committee. The Plan shall be administered by the Compensation Committee of the Board or such other committee as the Board
shall select (the “Committee”).


 


3.2  Authority
of the Committee. Except as limited by law or by the Certificate of Incorporation or Bylaws of the Company, and subject
to the provisions herein, the Committee shall have full power to select the Employees, Directors and Consultants who shall participate
in the Plan; determine the sizes and types of Awards; determine the terms and conditions of Awards in a manner consistent with
the Plan; construe and interpret the Plan and any Award Agreement or other agreement or instrument entered into in connection with
the Plan; establish, amend, or waive rules and regulations for the Plan’s administration; and, subject to the provisions
of Section 19.3 herein, amend the terms and conditions of any outstanding Award and Award Agreement. Further, the Committee
shall make all other determinations that may be necessary or advisable for the administration of the Plan. As permitted by law,
the Committee may delegate its authority as identified herein.


 






     


     


    

 


3.3  Decisions
Binding. All determinations and decisions made by the Committee pursuant to the provisions of the Plan and all related
orders and resolutions of the Board shall be final, conclusive and binding on all Persons, including the Company, its Subsidiaries,
its stockholders, Directors, Employees, Consultants and their estates and beneficiaries and any transferee of an Award.


 


ARTICLE 4


 


SHARES SUBJECT TO THE PLAN; INDIVIDUAL
LIMITS; AND ANTI-DILUTION ADJUSTMENTS


 


4.1  Number
of Shares Available for Grants.


 


(a)  Subject
to adjustment as provided in Section 4.3 herein, the maximum number of Shares that may be delivered pursuant to Awards under
the Plan shall be three million (3,000,000) Shares; provided that:


 


(i)  Shares
that are potentially deliverable under an Award granted under the Plan that is canceled, forfeited, settled in cash, expires or
is otherwise terminated without delivery of such Shares shall not be counted as having been delivered under the Plan.


 


(ii)  Shares
that have been issued in connection with an Award of Restricted Stock that is canceled or forfeited prior to vesting or settled
in cash, causing the Shares to be returned to the Company, shall not be counted as having been delivered under the Plan.


 


If Shares are returned
to the Company in satisfaction of taxes relating to Restricted Stock, in connection with a cash out of Restricted Stock (but excluding
upon forfeiture of Restricted Stock) or in connection with the tendering of Shares by a Participant in satisfaction of the Exercise
Price or taxes relating to an Award, such issued Shares shall not become available again under the Plan. Each SAR issued under
the Plan will be counted as one share issued under the Plan without regard to the number of Shares issued to the Participant upon
exercise of such SAR.


 


Shares delivered pursuant
to the Plan may be authorized but unissued Shares, treasury Shares or Shares purchased on the open market.


 


(b)  Subject
to adjustment as provided in Section 4.3 herein, three million (3,000,000) Shares may be delivered in connection with “full
value Awards,” meaning Awards other than Options, SARs, or Other Awards for which the Participant pays the grant date intrinsic
value.


 


(c)  Notwithstanding
the foregoing, for purposes of determining the number of Shares available for grant as Incentive Stock Options, only Shares that
are subject to an Award that expires or is cancelled, forfeited or settled in cash shall be treated as not having been issued under
the Plan.


 


4.2  Individual
Limits. Subject to adjustment as provided in Section 4.3 herein, the following rules shall apply with respect to
Awards and any related dividends or Dividend Equivalents intended to qualify for the Performance-Based Exception:


 


(a)  Options:
The maximum aggregate number of Shares with respect to which Options may be granted in any one fiscal year to any one Participant
shall be three hundred thousand (300,000) Shares.


 


(b)  SARs:
The maximum aggregate number of Shares with respect to which Stock Appreciation Rights may be granted in any one fiscal year to
any one Participant shall be three hundred thousand (300,000) Shares.


 


(c)  Restricted
Stock: The maximum aggregate number of Shares of Restricted Stock that may be granted in any one fiscal year to any one Participant
shall be three hundred thousand (300,000) Shares.


 


(d)  Restricted
Stock Units: The maximum aggregate number of Shares with respect to which Restricted Stock Units may be granted in any one
fiscal year to any one Participant shall be three hundred thousand (300,000) Shares.


 






     


     


    

 


(e)  Performance
Shares: The maximum aggregate number of Shares with respect to which Performance Shares may be granted in any one fiscal year
to any one Participant shall be three hundred thousand (300,000) Shares.


 


(f)  Performance
Units: The maximum aggregate compensation that can be paid pursuant to Performance Units awarded in any one fiscal year to
any one Participant shall be $1,000,000 or a number of Shares having an aggregate Fair Market Value not in excess of such amount.


 


(g)  Other
Awards: The maximum aggregate compensation that can be paid pursuant to Other Awards awarded in any one fiscal year to any
one Participant shall be $1,000,000 or a number of Shares having an aggregate Fair Market Value not in excess of such amount.


 


(h)  Dividends
and Dividend Equivalents: The maximum dividend or Dividend Equivalent that may be paid in any one fiscal year to any one Participant
shall be $1,000,000.


 


4.3  Adjustments
in Authorized Shares and Awards. In the event of any equity restructuring (within the meaning of Financial Accounting Standards
No. 123R), such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash
dividend, the Committee shall cause an equitable adjustment to be made (i) in the number and kind of Shares that may be delivered
under the Plan under Section 4.1 hereof, (ii) in the individual limitations set forth in Section 4.2 hereof and (iii)
with respect to outstanding Awards, in the number and kind of Shares subject to outstanding Awards, the Exercise Price, grant price
or other price of Shares subject to outstanding Awards, any performance conditions relating to Shares, the market price of Shares,
or per-Share results, and other terms and conditions of outstanding Awards, in the case of (i), (ii) and (iii) to prevent dilution
or enlargement of rights. In the event of any other change in corporate capitalization, such as a merger, consolidation or liquidation,
the Committee may, in its sole discretion, cause an equitable adjustment as described in the foregoing sentence to be made, to
prevent dilution or enlargement of rights. The number of Shares subject to any Award shall always be rounded down to a whole number
when adjustments are made pursuant to this Section 4.3. Adjustments made by the Committee pursuant to this Section 4.3
shall be final, binding and conclusive.


 


ARTICLE 5


 


ELIGIBILITY AND PARTICIPATION


 


5.1  Eligibility.
Persons eligible to participate in the Plan include all Employees, Directors and Consultants.


 


5.2  Actual
Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible Employees,
Directors and Consultants, those to whom Awards shall be granted and shall determine the nature and amount of each Award.


 


ARTICLE 6


 


OPTIONS


 


6.1  Grant
of Options. Subject to the terms and provisions of the Plan, Options may be granted to Participants in such amounts, upon
such terms, and at such times as the Committee shall determine.


 


6.2  Award
Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Exercise Price, the duration
of the Option, the number of Shares to which the Option pertains, and such other provisions as the Committee shall determine. The
Award Agreement also shall specify whether the Option is intended to be an ISO or an NQSO. Options that are intended to be ISOs
shall be subject to the limitations set forth in Code Section 422.


 


6.3  Exercise
Price. The Exercise Price for each grant of an Option under the Plan shall be at least equal to one hundred percent (100%)
of the Fair Market Value of a Share on the date the Option is granted; provided, however, that this restriction shall not apply
to Replacement Awards or Awards that are adjusted pursuant to Section 4.3 herein. No ISO granted to a Participant who, at
the time the ISO is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of
the Company or any Subsidiary shall have an Exercise Price that is less than one hundred ten percent (110%) of the Fair Market
Value of a Share on the date the ISO is granted.


 






     


     


    

 


6.4  Duration
of Options. Each Option granted to a Participant shall expire at such time as the Committee shall determine at the time
of grant; provided, however, that no Option shall be exercisable later than the tenth (10th) anniversary date of its grant. No
ISO granted to a Participant who, at the time the ISO is granted, owns stock representing more than ten percent (10%) of the voting
power of all classes of stock of the Company or any Subsidiary shall be exercisable later than the fifth (5th) anniversary of the
date of its grant.


 


6.5  Exercise
of Options. Options granted under this Article 6 shall be exercisable at such times and be subject to such restrictions
and conditions as set forth in the Award Agreement and as the Committee shall in each instance approve, which need not be the same
for each grant or for each Participant.


 


6.6  Payment.
Options granted under this Article 6 shall be exercised by the delivery of a written notice of exercise to the Company,
setting forth the number of Shares with respect to which the Option is to be exercised and specifying the method of payment of
the Exercise Price.


 


The Exercise Price
of an Option shall be payable to the Company in full: (a) in cash or its equivalent, (b) by tendering Shares or directing the Company
to withhold Shares from the Option having an aggregate Fair Market Value at the time of exercise equal to the Exercise Price, (c)
by broker-assisted cashless exercise, (d) in any other manner then permitted by the Committee, or (e) by a combination of any of
the permitted methods of payment. The Committee may limit any method of payment, other than that specified under (a), for administrative
convenience, to comply with applicable law, or for any other reason.


 


6.7  Restrictions
on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of
an Option granted under this Article 6 as it may deem advisable, including, without limitation, restrictions under applicable
federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded,
and under any blue sky or state securities laws applicable to such Shares.


 


6.8  Dividend
Equivalents. At the discretion of the Committee, an Award of Options may provide the Participant with the right to receive
Dividend Equivalents, which may be paid currently or credited to an account for the Participant, and may be settled in cash and/or
Shares, as determined by the Committee in its sole discretion, subject in each case to such terms and conditions as the Committee
shall establish.


 


6.9  Termination
of Employment or Service. Each Participant’s Option Award Agreement shall set forth the extent to which the Participant
shall have the right to exercise the Option following termination of the Participant’s employment or, if the Participant
is a Director or Consultant, service with the Company and/or a Subsidiary, as the case may be. Such provisions shall be determined
in the sole discretion of the Committee, need not be uniform among all Options, and may reflect distinctions based on the reasons
for termination of employment or service.


 


6.10  Nontransferability
of Options.


 


(a)  Incentive
Stock Options. ISOs may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by
will or by the laws of descent and distribution, and shall be exercisable during a Participant’s lifetime only by such Participant.


 


(b)  Nonqualified
Stock Options. NQSOs may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by
will or by the laws of descent and distribution, and shall be exercisable during a Participant’s lifetime only by such Participant.
NQSOs may not be transferred for value or consideration.


 






     


     


    

 


ARTICLE 7


 


STOCK APPRECIATION RIGHTS


 


7.1  Grant
of SARs. Subject to the terms and provisions of the Plan, SARs may be granted to Participants in such amounts, upon such
terms, and at such times as the Committee shall determine. The Committee may grant Freestanding SARs, Tandem SARs, or any combination
of these forms of SAR.


 


The Committee shall
have complete discretion in determining the number of SARs granted to each Participant (subject to Article 4 herein) and,
consistent with the provisions of the Plan, in determining the terms and conditions pertaining to such SARs.


 


The grant price of
a Freestanding SAR shall at least equal the Fair Market Value of a Share on the date of grant of the SAR, and the grant price of
a Tandem SAR shall equal the Exercise Price of the related Option; provided, however, that this restriction shall not apply to
Replacement Awards or Awards that are adjusted pursuant to Section 4.3 herein.


 


7.2  Exercise
of Tandem SARs. A Tandem SAR may be exercised only with respect to the Shares for which its related Option is then exercisable.
To the extent exercisable, Tandem SARs may be exercised for all or part of the Shares subject to the related Option. The exercise
of all or part of a Tandem SAR shall result in the forfeiture of the right to purchase a number of Shares under the related Option
equal to the number of Shares with respect to which the SAR is exercised. Conversely, upon exercise of all or part of an Option
with respect to which a Tandem SAR has been granted, an equivalent portion of the Tandem SAR shall similarly be forfeited.


 


Notwithstanding any
other provision of the Plan to the contrary, with respect to a Tandem SAR granted in connection with an ISO: (i) the Tandem SAR
will expire no later than the expiration of the underlying ISO; (ii) the value of the payout with respect to the Tandem SAR may
be for no more than one hundred percent (100%) of the difference between the Exercise Price of the underlying ISO and the Fair
Market Value of the Shares subject to the underlying ISO at the time the Tandem SAR is exercised; and (iii) the Tandem SAR may
be exercised only when the Fair Market Value of the Shares subject to the ISO exceeds the Exercise Price of the ISO.


 


7.3  Exercise
of Freestanding SARs. Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole
discretion, imposes upon them and sets forth in the Award Agreement.


 


7.4  Award
Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall specify the grant price, the term of the
SAR, and such other provisions as the Committee shall determine.


 


7.5  Term
of SARs. The term of an SAR granted under the Plan shall be determined by the Committee, in its sole discretion; provided,
however, that such term shall not exceed ten (10) years.


 


7.6  Payment
of SAR Amount. Upon exercise of an SAR, a Participant shall be entitled to receive payment from the Company in an amount
determined by multiplying:


 


(a)  the
difference between the Fair Market Value of a Share on the date of exercise over the grant price; by


 


(b)  the
number of Shares with respect to which the SAR is exercised.


 


At the discretion of
the Committee, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof.


 


7.7  Dividend
Equivalents. At the discretion of the Committee, an Award of SARs may provide the Participant with the right to receive
Dividend Equivalents, which may be paid currently or credited to an account for the Participant, and may be settled in cash and/or
Shares, as determined by the Committee in its sole discretion, subject in each case to such terms and conditions as the Committee
shall establish.


 


7.8  Termination
of Employment or Service. Each SAR Award Agreement shall set forth the extent to which the Participant shall have the right
to exercise the SAR following termination of the Participant’s employment or, if the Participant is a Director or Consultant,
service with the Company and/or a Subsidiary, as the case may be. Such provisions shall be determined in the sole discretion of
the Committee, need not be uniform among all SARs, and may reflect distinctions based on the reasons for termination of employment
or service.


 






     


     


    

 


7.9  Nontransferability
of SARs. SARs may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will
or by the laws of descent and distribution, and shall be exercisable during a Participant’s lifetime only by such Participant.
SARs may not be transferred for value or consideration.


 


ARTICLE 8


 


RESTRICTED STOCK


 


8.1  Grant
of Restricted Stock. Subject to the terms and provisions of the Plan, Restricted Stock may be granted to Participants in
such amounts, upon such terms, and at such times as the Committee shall determine.


 


8.2  Award
Agreement. Each Restricted Stock grant shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction
and, if applicable, Performance Period(s), the number of Shares of Restricted Stock granted, and such other provisions as the Committee
shall determine.


 


8.3  Other
Restrictions. The Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock granted
pursuant to the Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase
price for each Share of Restricted Stock, a requirement that the issuance of Shares of Restricted Stock be delayed, restrictions
based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance
goals, time-based restrictions, and/or restrictions under applicable laws or under the requirements of any stock exchange or market
upon which such Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Company upon
vesting of such Restricted Stock. The Company may retain in its custody any certificate evidencing the Shares of Restricted Stock
and place thereon a legend and institute stop-transfer orders on such Shares, and the Participant shall be obligated to sign any
stock power requested by the Company relating to the Shares to give effect to the forfeiture provisions of the Restricted Stock.


 


8.4  Removal
of Restrictions. Subject to applicable laws, Restricted Stock shall become freely transferable by the Participant after
the last day of the Period of Restriction applicable thereto. Once Restricted Stock is released from the restrictions, the Participant
shall be entitled to receive a certificate evidencing the Shares.


 


8.5  Voting
Rights. Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to the extent
permitted or required by law, as determined by the Committee, Participants holding Shares of Restricted Stock granted hereunder
may exercise full voting rights with respect to those Shares during the Period of Restriction.


 


8.6  Dividends
and Other Distributions. Except as otherwise provided in a Participant’s Award Agreement, during the Period of Restriction,
Participants holding Shares of Restricted Stock shall receive all regular cash dividends paid with respect to all Shares while
they are so held, and, except as otherwise determined by the Committee, all other distributions paid with respect to such Restricted
Stock shall be credited to Participants subject to the same restrictions on transferability and forfeitability as the Restricted
Stock with respect to which they were paid and paid at such time following full vesting as are paid the Shares of Restricted Stock
with respect to which such distributions were made.


 


8.7  Termination
of Employment or Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right
to retain unvested Restricted Stock following termination of the Participant’s employment or, if the Participant is a Director
or Consultant, service with the Company and/or a Subsidiary, as the case may be. Such provisions shall be determined in the sole
discretion of the Committee, need not be uniform among all Awards of Restricted Stock, and may reflect distinctions based on the
reasons for termination of employment or service.


 


8.8  Nontransferability
of Restricted Stock. Except as otherwise determined by the Committee, during the applicable Period of Restriction, a Participant’s
Restricted Stock and rights relating thereto shall be available during the Participant’s lifetime only to such Participant,
and such Restricted Stock and related rights may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated
other than by will or by the laws of descent and distribution.


 






     


     


    

 


ARTICLE 9


 


RESTRICTED STOCK UNITS AND PERFORMANCE
SHARES


 


9.1  Grant
of Restricted Stock Units/Performance Shares. Subject to the terms and provisions of the Plan, Restricted Stock Units and
Performance Shares may be granted to Participants in such amounts, upon such terms, and at such times as the Committee shall determine.


 


9.2  Award
Agreement. Each grant of Restricted Stock Units or Performance Shares shall be evidenced by an Award Agreement that shall
specify the applicable Period(s) of Restriction and/or Performance Period(s) (as the case may be), the number of Restricted Stock
Units or Performance Shares granted, and such other provisions as the Committee shall determine. The initial value of a Restricted
Stock Unit or Performance Share shall be at least equal to the Fair Market Value of a Share on the date of grant; provided, however,
that this restriction shall not apply to Replacement Awards or Awards that are adjusted pursuant to Section 4.3 herein.


 


9.3  Form
and Timing of Payment. Except as otherwise provided in Article 17 herein or a Participant’s Award Agreement,
payment of Restricted Stock Units or Performance Shares shall be made at a specified settlement date that shall not be earlier
than the last day of the Period of Restriction or Performance Period, as the case may be. The Committee, in its sole discretion,
may pay earned Restricted Stock Units and Performance Shares by delivery of Shares or by payment in cash of an amount equal to
the Fair Market Value of such Shares (or a combination thereof). The Committee may provide that settlement of Restricted Stock
Units or Performance Shares shall be deferred, on a mandatory basis or at the election of the Participant.


 


9.4  Voting
Rights. A Participant shall have no voting rights with respect to any Restricted Stock Units or Performance Shares granted
hereunder; provided, however, that the Committee may deposit Shares potentially deliverable in connection with Restricted Stock
Units or Performance Shares in a rabbi trust, in which case the Committee may provide for pass through voting rights with respect
to such deposited Shares.


 


9.5  Dividend
Equivalents. At the discretion of the Committee, an Award of Restricted Stock Units or Performance Shares may provide the
Participant with the right to receive Dividend Equivalents, which may be paid currently or credited to an account for the Participant,
and may be settled in cash and/or Shares, as determined by the Committee in its sole discretion, subject in each case to such terms
and conditions as the Committee shall establish.


 


9.6  Termination
of Employment or Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right
to receive a payout with respect to an Award of Restricted Stock Units or Performance Shares following termination of the Participant’s
employment or, if the Participant is a Director or Consultant, service with the Company and/or a Subsidiary, as the case may be.
Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Restricted Stock Units
or Performance Shares, and may reflect distinctions based on the reasons for termination of employment or service.


 


9.7  Nontransferability.
Except as otherwise determined by the Committee, Restricted Stock Units and Performance Shares and rights relating thereto may
not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent
and distribution.


 


ARTICLE 10


 


PERFORMANCE UNITS


 


10.1  Grant
of Performance Units. Subject to the terms and conditions of the Plan, Performance Units may be granted to Participants
in such amounts, upon such terms, and at such times as the Committee shall determine.


 






     


     


    

 


10.2  Award
Agreement. Each grant of Performance Units shall be evidenced by an Award Agreement that shall specify the number of Performance
Units granted, the Performance Period(s), the performance goals and such other provisions as the Committee shall determine.


 


10.3  Value
of Performance Units. The Committee shall set performance goals in its discretion that, depending on the extent to which
they are met, will determine the number and/or value of Performance Units that will be paid out to the Participants.


 


10.4  Form
and Timing of Payment. Except as otherwise provided in Article 17 herein or a Participant’s Award Agreement,
payment of earned Performance Units shall be made following the close of the applicable Performance Period. The Committee, in its
sole discretion, may pay earned Performance Units in cash or in Shares that have an aggregate Fair Market Value equal to the value
of the earned Performance Units (or a combination thereof). The Committee may provide that settlement of Performance Units shall
be deferred, on a mandatory basis or at the election of the Participant.


 


10.5  Dividend
Equivalents. At the discretion of the Committee, an Award of Performance Units may provide the Participant with the right
to receive Dividend Equivalents, which may be paid currently or credited to an account for the Participant, and may be settled
in cash and/or Shares, as determined by the Committee in its sole discretion, subject in each case to such terms and conditions
as the Committee shall establish.


 


10.6  Termination
of Employment or Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right
to receive a payout with respect to an Award of Performance Units following termination of the Participant’s employment or,
if the Participant is a Director or Consultant, service with the Company and/or a Subsidiary, as the case may be. Such provisions
shall be determined in the sole discretion of the Committee, need not be uniform among all Performance Units and may reflect distinctions
based on reasons for termination of employment or service.


 


10.7  Nontransferability.
Except as otherwise determined by the Committee, Performance Units and rights relating thereto may not be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.


 


ARTICLE 11


 


OTHER AWARDS


 


11.1  Grant
of Other Awards. Subject to the terms and conditions of the Plan, Other Awards may be granted to Participants in such amounts,
upon such terms, and at such times as the Committee shall determine. Types of Other Awards that may be granted pursuant to this
Article 11 include, without limitation, the payment of cash or Shares based on attainment of performance goals established
by the Committee, the payment of Shares as a bonus or in lieu of cash based on attainment of performance goals established by the
Committee, and the payment of Shares in lieu of cash under other Company incentive or bonus programs.


 


11.2  Payment
of Other Awards. Payment under or settlement of any such Awards shall be made in such manner and at such times as the Committee
may determine.


 


11.3  Termination
of Employment or Service. The Committee shall determine the extent to which the Participant shall have the right to receive
Other Awards following termination of the Participant’s employment or, if the Participant is a Director or Consultant, service
with the Company and/or a Subsidiary, as the case may be. Such provisions shall be determined in the sole discretion of the Committee,
may be included in an agreement entered into with each Participant, but need not be uniform among all Other Awards, and may reflect
distinctions based on the reasons for termination of employment or service.


 


11.4  Nontransferability.
Except as otherwise determined by the Committee, Other Awards and rights relating thereto may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.


 






     


     


    

 





ARTICLE 12


 


REPLACEMENT AWARDS


 


Each Replacement Award
shall have substantially the same terms and conditions (as determined by the Committee) as the award it replaces; provided, however,
that the number of Shares subject to Replacement Awards, the Exercise Price, grant price or other price of Shares subject to Replacement
Awards, any performance conditions relating to Shares underlying Replacement Awards, or the market price of Shares underlying Replacement
Awards or per-Share results may differ from the awards they replace to the extent such differences are determined to be appropriate
and equitable by the Committee, in its sole discretion.


 


ARTICLE 13


 


PERFORMANCE MEASURES


 


The Committee may specify
that the attainment of one or more of the performance measures set forth in this Article 13 shall determine the degree of granting,
vesting and/or payout with respect to Awards (including any related dividends or Dividend Equivalents) that the Committee intends
will qualify for the Performance-Based Exception. The performance goals to be used for such Awards shall be chosen from among the
following performance measure(s): earnings per share, economic value created, market share (actual or targeted growth), net income
(before or after taxes), operating income, earnings before interest, taxes, depreciation and/or amortization, core earnings, core
earnings per share, return on assets (actual or targeted growth), return on capital (actual or targeted growth), return on equity
(actual or targeted growth), return on investment (actual or targeted growth), revenue (actual or targeted growth), cash flow (including
operating cash flow and free cash flow), operating margin, share price, share price growth, total stockholder return, economic
value added, and strategic business criteria consisting of one or more objectives based on meeting specified market penetration
goals, market share, productivity measures, geographic business expansion goals, expense management, expense targets (including
SG&A or other allocated or indirect costs), operating efficiency ratios (including days sales outstanding, accounts payable
to sales, inventory turns, and working capital as a percentage of sale), customer satisfaction or employee satisfaction goals,
goals relating to merger synergies, management of employment practices and employee benefits, or supervision of litigation and
information technology, and goals relating to acquisitions or divestitures of Subsidiaries and/or other affiliates or joint ventures.
The targeted level or levels of performance with respect to such performance measures may be established at such levels and on
such terms as the Committee may determine, in its discretion, including in absolute terms, as a goal relative to performance in
prior periods, or as a goal compared to the performance of one or more comparable companies or an index covering multiple companies.
Awards (including any related dividends or Dividend Equivalents) that are not intended to qualify for the Performance-Based Exception
may be based on these or such other performance measures as the Committee may determine.


 


Achievement of performance
goals in respect of Awards intended to qualify under the Performance-Based Exception shall be measured over a Performance Period,
and the goals shall be established not later than ninety (90) days after the beginning of the Performance Period or, if less than
(90) days, the number of days that is equal to twenty-five percent (25%) of the relevant Performance Period applicable to the Award.
The Committee shall have the discretion to adjust the determinations of the degree of attainment of the pre-established performance
goals; provided, however, that Awards that are designed to qualify for the Performance-Based Exception may not be adjusted upward
(the Committee may, in its discretion, adjust such Awards downward).


 


ARTICLE 14


 


BENEFICIARY DESIGNATION


 


Each Participant under
the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom
any benefit under the Plan is to be paid in case of his or her death before he or she receives any or all of such benefit. Each
such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and
will be effective only when filed by the Participant in writing during the Participant’s lifetime with the Committee. In
the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s
estate.


 






     


     


    

 





ARTICLE 15


 


DEFERRALS


 


If permitted by the
Committee, a Participant may defer receipt of amounts that would otherwise be provided to such Participant with respect to an Award,
including Shares deliverable upon exercise of an Option or SAR or upon payout of any other Award. If permitted, such deferral (and
the required deferral election) shall be made in accordance with, and shall be subject to, the terms and conditions of the applicable
nonqualified deferred compensation plan, agreement or arrangement under which such deferral is made and such other terms and conditions
as the Committee may prescribe.


 


ARTICLE 16


 


RIGHTS OF PARTICIPANTS


 


16.1  Continued
Service. Nothing in the Plan shall:


 


(a) interfere with
or limit in any way the right of the Company or a Subsidiary to terminate any Participant’s employment or service at any
time,


 


(b) confer upon any
Participant any right to continue in the employ or service of the Company or a Subsidiary, nor


 


(c) confer on any Director
any right to continue to serve on the Board of Directors of the Company or a Subsidiary.


 


16.2  Participation.
No Employee, Director or Consultant shall have the right to be selected to receive an Award under the Plan, or, having been so
selected, to be selected to receive future Awards.


 


ARTICLE 17


 


CHANGE IN CONTROL


 


Except as otherwise
provided in a Participant’s Award Agreement, upon the termination of a Participant’s employment for any reason other
than Cause, Disability or death within 12 months following a Change in Control, unless otherwise specifically prohibited under
applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges:


 


(a) any and all outstanding
Options and SARs granted hereunder shall become immediately exercisable; provided, however, that the Committee may instead provide
that such Awards shall be automatically cashed out;


 


(b) any Period of Restriction
or other restriction imposed on Restricted Stock, Restricted Stock Units and Other Awards shall lapse; and


 


(c) any and all Performance
Shares, Performance Units and other Awards (if performance-based) shall be deemed earned at the target level (or if no target level
is specified, the maximum level) with respect to all open Performance Periods.


 


ARTICLE 18


 


ADDITIONAL FORFEITURE PROVISIONS


 


The Committee may condition
a Participant’s right to receive a grant of an Award, to vest in the Award, to exercise the Award, to retain cash, Shares,
other Awards, or other property acquired in connection with the Award, or to retain the profit or gain realized by the Participant
in connection with the Award, including cash or other proceeds received upon sale of Shares acquired in connection with an Award,
upon compliance by the Participant with specified conditions relating to non-competition, confidentiality of information relating
to or possessed by the Company, non-solicitation of customers, suppliers, and employees of the Company, cooperation in litigation,
non-disparagement of the Company and its officers, directors and affiliates, and other restrictions upon or covenants of the Participant,
including during specified periods following termination of employment with or service for the Company and/or a Subsidiary.


 






     


     


    

 


ARTICLE 19


 


AMENDMENT, MODIFICATION AND TERMINATION


 


19.1  Amendment,
Modification and Termination. The Board may at any time and from time to time, alter, amend, suspend or terminate the Plan
in whole or in part; provided, however, that no amendment that requires stockholder approval (a) in order for the Plan to continue
to comply with Section 162(m) requirements, (b) pursuant to the requirements of any national securities exchange upon which any
of the Company’s securities are listed for trading, or (c) pursuant to any rule promulgated by the United States Securities
and Exchange Commission shall be effective unless such amendment shall be approved by the requisite vote of stockholders of the
Company entitled to vote thereon within the time period required under such applicable listing standard or rule.


 


19.2  Adjustment
of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee may make adjustments in the terms
and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation,
the events described in Section 4.3 hereof) affecting the Company or the financial statements of the Company or of changes
in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate
in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan;
provided, however, that (except as provided in Section 4.3 hereof) the Committee does not have the power to amend the terms
of previously granted options to reduce the exercise price per share subject to such options, or to cancel such options and grant
substitute options with a lower exercise price per share than the cancelled options. The Company is not permitted to purchase for
cash previously granted options with an exercise price that is greater than the Company’s trading price on the proposed date
of purchase. With respect to any Awards intended to comply with the Performance-Based Exception, any such exception shall be specified
at such times and in such manner as will not cause such Awards to fail to qualify under the Performance-Based Exception.


 


19.3  Awards
Previously Granted. No termination, amendment or modification of the Plan or of any Award shall adversely affect in any
material way any Award previously granted under the Plan without the written consent of the Participant holding such Award, unless
such termination, modification or amendment is required by applicable law and except as otherwise provided herein.


 


19.4  Compliance
with the Performance-Based Exception. If it is intended that an Award (and/or any dividends or Dividend Equivalents relating
to such Award) comply with the requirements of the Performance-Based Exception, the Committee may apply any restrictions it deems
appropriate such that the Awards (and/or dividends or Dividend Equivalents) maintain eligibility for the Performance-Based Exception.
If changes are made to Code Section 162(m) or regulations promulgated thereunder to permit greater flexibility with respect to
any Award or Awards available under the Plan, the Committee may, subject to this Article 19, make any adjustments to the
Plan and/or Award Agreements it deems appropriate.


 


ARTICLE 20


 


WITHHOLDING


 


20.1  Tax
Withholding. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to
the Company, an amount sufficient to satisfy federal, state, local, domestic or foreign taxes required by law or regulation to
be withheld with respect to any taxable event arising as a result of the Plan.


 


20.2  Use
of Shares to Satisfy Withholding Obligation. With respect to withholding required upon the exercise of Options or SARs,
upon the vesting or settlement of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units, or upon any
other taxable event arising as a result of Awards granted hereunder, the Committee may require or may permit Participants to elect
that the withholding requirement be satisfied, in whole or in part, by having the Company withhold, or by tendering to the Company,
Shares having a Fair Market Value equal to the minimum statutory withholding (based on minimum statutory withholding rates for
federal and state tax purposes, including payroll taxes) that could be imposed on the transaction and, in any case in which it
would not result in additional accounting expense to the Company, taxes in excess of the minimum statutory withholding amounts.
Any such elections by a Participant shall be irrevocable, made in writing and signed by the Participant.


 






     


     


    

 


ARTICLE 21


 


INDEMNIFICATION


 


Each person who is
or shall have been a member of the Committee, or of the Board, shall be indemnified and held harmless by the Company to the fullest
extent permitted by the laws of the State of incorporation of the Company against and from any loss, cost, liability, or expense
that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or
proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to
act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s
approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided
he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes
to handle and defend it on his or her own behalf. The foregoing right of indemnification is subject to the person having been successful
in the legal proceedings or having acted in good faith and what is reasonably believed to be a lawful manner in the Company’s
best interests. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such
persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or
any power that the Company may have to indemnify them or hold them harmless.


 


ARTICLE 22


 


SUCCESSORS


 


All obligations of
the Company under the Plan and with respect to Awards 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 other event, or a sale or disposition
of all or substantially all of the business and/or assets of the Company.


 


ARTICLE 23


 


LEGAL CONSTRUCTION


 


23.1  Gender,
Number and References. Except where otherwise indicated by the context, any masculine term used herein also shall include
the feminine; the plural shall include the singular and the singular shall include the plural. Any reference in the Plan to an
act or code or to any section thereof or rule or regulation thereunder shall be deemed to refer to such act, code, section, rule
or regulation, as may be amended from time to time, or to any successor act, code, section, rule or regulation.


 


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


 


23.3  Requirements
of Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules,
and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.


 


23.4  Governing
Law. To the extent not preempted by federal law, the Plan, and all agreements hereunder, shall be construed in accordance
with and governed by the laws Delaware without giving effect to conflicts or choice of law principles.


 






     


     


    

 


23.5  Non-Exclusive
Plan. Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval
shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive arrangements
as it may deem desirable, including other incentive arrangements and awards that do or do not qualify under the Performance-Based
Exception.


 


23.6  Code
Section 409A Compliance. To the extent applicable, it is intended that this Plan and any Awards granted under the Plan
comply with the requirements of Code Section 409A and any related regulations or other guidance promulgated with respect to such
Section by the U.S. Department of the Treasury or the Internal Revenue Service (collectively “Section 409A”).
Any provision that would cause the Plan or any Award granted under the Plan to fail to satisfy Section 409A shall have no force
or effect until amended to comply with Section 409A, which amendment may be retroactive to the extent permitted by Section 409A.