Form 8-K

8-K — Babcock & Wilcox Enterprises, Inc.

Accession: 0001104659-26-065724

Filed: 2026-05-22

Period: 2026-05-20

CIK: 0001630805

SIC: 3433 (HEATING EQUIPMENT, EXCEPT ELECTRIC & WARM AIR FURNACES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 20, 2026

BABCOCK & WILCOX ENTERPRISES,

INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36876

47-2783641

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1200 East Market Street

Suite 650

Akron, Ohio

44305

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, including

Area Code: (330) 753-4511

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of Each Class

Trading

Symbol

Name

of Each Exchange on which

Registered

Common stock, $0.01 par value per share

BW

New York Stock Exchange

7.75% Series A Cumulative Perpetual Preferred Stock

BW PRA

New York Stock Exchange

6.50% Senior Notes due 2026

BWNB

New York Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities

Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 5.02 Departure of Directors or Certain Officers; Election of

Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 20, 2026, at the 2026 annual meeting

of stockholders (the “Annual Meeting”) of Babcock & Wilcox Enterprises, Inc. (the “Company”), the stockholders

of the Company, upon the recommendation of the Company’s Board of Directors (the “Board”), approved an amendment (the

“Plan Amendment”) to the Babcock & Wilcox Enterprises, Inc. 2021 Long-Term Incentive Plan (as amended by the Plan Amendment,

the “2021 Plan”) as disclosed below in Item 5.07 of this Form 8-K. The Plan Amendment became effective upon such stockholder

approval.

The following summary of the Plan Amendment

is qualified in its entirety by reference to the text of the amended 2021 Plan, which is filed as Exhibit 10.1 hereto and incorporated

herein by reference.

The Plan Amendment increased the total number

of shares of the Company’s common stock authorized for award grants under the 2021 Plan from 5,250,000 to 10,250,000 shares. In

addition to the 10,250,000 shares available for award grant purposes under the 2021 Plan as described above, any shares of Company common

stock underlying any outstanding award granted under the Company’s prior Amended and Restated 2015 Long-Term Incentive Plan that,

following May 20, 2021, expires, or is terminated, surrendered, or forfeited for any reason without issuance of such shares shall also

be available for the grant of new awards under the 2021 Plan.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting on May 20, 2026, the stockholders of the Company

voted on seven proposals, each of which is described in more detail in the Company’s definitive proxy statement (the “Proxy

Statement”) filed with the Securities and Exchange Commission on April 13, 2026. There were 103,107,472 shares of common stock present

at the Annual Meeting in person or by proxy, which represented 75.95% of the combined voting power of the Company’s common stock

entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of the Company’s

common stock were entitled to one vote on each matter to be acted on at the Annual Meeting for each share held as of the close of business

on March 23, 2026. The voting results for each of the seven proposals are detailed below.

Proposal 1:

The approval of amendments to the Company’s Restated Certificate

of Incorporation (the “Certificate of Incorporation”) to declassify the Board of Directors of the Company (the “Board”)

and provide for annual elections of all directors beginning at the 2028 annual meeting of stockholders did not receive the required affirmative

vote of at least 80% of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of

directors for approval. The voting results were as follows:

Votes For

Votes Against

Abstain

Broker Non-Votes

85,687,295

410,247

736,626

16,273,304

Proposal 2:

The election of Alan B. Howe and Rebecca L. Stahl to serve as Class

I directors of the Company to serve until the Company’s 2028 annual meeting of stockholders was contingent upon the approval of

Proposal 1 to declassify the Board. Since Proposal 1 was not approved at the Annual Meeting, Proposal 2 was deemed null and void.

Proposal 3:

As Proposal 1 was not approved, the stockholders elected Alan B. Howe

and Rebecca L. Stahl to serve as Class II directors of the Company, each to serve a term of three years expiring at the Company’s

2029 annual meeting of stockholders. The voting results were as follows:

Name

Votes For

Votes

Withheld

Broker Non-Votes

Alan B. Howe

71,226,304

15,607,864

16,273,304

Rebecca L. Stahl

66,181,498

20,652,670

16,273,304

Proposal 4:

The approval of amendments to the Certificate of Incorporation to remove

provisions that require the affirmative vote of holders of at least 80% of the voting power to approve certain amendments to the Certificate

of Incorporation and the Company’s Amended and Restated Bylaws did not receive the required affirmative vote of at least 80% of

the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors for approval.

The voting results were as follows:

Votes For

Votes Against

Abstain

Broker Non-Votes

84,984,584

1,052,507

797,077

16,273,304

Proposal 5:

The stockholders approved the ratification of the appointment of BDO

USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The voting results

were as follows:

Votes For

Votes Against

Abstain

102,233,839

63,515

810,118

Proposal 6:

The stockholders approved, on a non-binding advisory basis, the compensation

of the Company’s named executive officers as disclosed in the Proxy Statement. The voting results were as follows:

Votes For

Votes Against

Abstain

Broker Non-Votes

77,165,838

8,632,853

1,053,477

16,273,304

Proposal 7:

The stockholders approved the Plan Amendment, as described above. The

voting results were as follows:

Votes For

Votes Against

Abstain

Broker Non-Votes

75,348,044

9,838,530

1,647,594

16,273,304

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description

10.1

Babcock & Wilcox Enterprises, Inc. 2021 Long-Term Incentive Plan dated March 12, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signatures

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BABCOCK & WILCOX ENTERPRISES, INC.

May 22, 2026

By:

/s/ Cameron Frymyer

Cameron Frymyer

Executive Vice President and Chief Financial Officer

(Principal Accounting Officer and Duly Authorized Representative)

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2615416d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

BABCOCK

& WILCOX ENTERPRISES, INC.

2021 LONG-TERM INCENTIVE

PLAN

(Amended and Restated as

of March 12, 2026)

Babcock & Wilcox Enterprises, Inc., a Delaware

corporation, sets forth herein the terms of its 2021 Long-Term Incentive Plan (Amended and Restated as of March 12, 2026), as follows:

1. PURPOSE

The Plan is intended to enhance the Company’s

and its Affiliates’ ability to attract and retain highly qualified employees, officers, Non-Employee Directors, and Consultants,

and to motivate such employees, officers, Non-Employee Directors, and Consultants to serve the Company and its Affiliates and to expend

maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or

increase a direct proprietary interest in the operations and future success of the Company. To this end, the Plan provides for the grant

of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and Other Stock-based Awards. Any of these Awards may,

but need not, be made as performance incentives to reward attainment of performance goals in accordance with the terms hereof. Options

may be Non-qualified Stock Options or Incentive Stock Options. Upon becoming effective, the Plan replaces, and no further awards shall

be made under, the Predecessor Plan.

2. DEFINITIONS

For purposes of interpreting the Plan and related

documents (including Award Agreements), the following definitions shall apply:

2.1.

“Affiliate” means any company or other trade

or business that “controls,” is “controlled by” or is “under common control” with the Company within

the meaning of Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary.

2.2.

“Award” means a grant of an Option, Stock Appreciation

Right, Restricted Stock, Restricted Stock Unit, or Other Stock-based Award under the Plan.

2.3.

“Award Agreement” means a written agreement

between the Company and a Participant, or notice from the Company or an Affiliate to a Participant, that evidences and sets out the terms

and conditions of an Award.

2.4.

“Board” means the Board of Directors of the

Company.

2.5.

“Change in Control” shall have the meaning set

forth in Section 15.3.2.

2.6.

“Code” means the Internal Revenue Code of 1986,

as now in effect or as hereafter amended. References to the Code shall include the valid and binding governmental regulations, court decisions

and other regulatory and judicial authority issued or rendered thereunder.

2.7.

“Committee” means the Compensation Committee,

any successor committee or any committee or other person or persons designated by the Board to administer the Plan. The Board will cause

the Committee to satisfy the applicable requirements of any stock exchange on which the Common Stock may then be listed. For purposes

of Awards to Participants who are subject to Section 16 of the Exchange Act, Committee means all of the members of the Committee who are

“non-employee directors” within the meaning of Rule 16b-3 adopted under the Exchange Act. All references in the Plan to the

Board shall mean such Committee or the Board.

2.8.

“Common Stock,” “Stock”

or “Share” means a share of common stock of the Company, par value $0.01 per share.

2.9.

“Company” means Babcock & Wilcox Enterprises,

Inc., a Delaware corporation, or any successor corporation.

2.10.

“Consultant” means a natural person (qualifying

as an “employee” for purposes of Form S-8) who is neither an employee nor a Non-Employee Director and who performs services

for the Company or an Affiliate pursuant to a contract, provided that those services are not in connection with the offer or sale of securities

in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities.

2.11.

“Original Effective Date” means May 20, 2021,

the date the Plan was originally approved by the Company’s shareholders.

2.12.

“Exchange Act” means the Securities Exchange

Act of 1934, as now in effect or as hereafter amended.

2.13.

“Fair Market Value” of a share of Common Stock

as of a particular date means (i) if the Common Stock is listed on a national securities exchange, the closing or last price of the Common

Stock on the composite tape or other comparable reporting system for the applicable date, or if the applicable date is not a trading day,

the trading day immediately preceding the applicable date, or (ii) if the shares of Common Stock are not then listed on a national securities

exchange, the closing or last price of the Common Stock quoted by an established quotation service for over-the-counter securities, or

(iii) if the shares of Common Stock are not then listed on a national securities exchange or quoted by an established quotation service

for over-the-counter securities, or the value of such shares is not otherwise determinable, such value as determined by the Board in good

faith in its sole discretion.

2.14.

“Family Member” means a person who is a spouse,

former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law,

daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of the applicable individual, any

person sharing the applicable individual’s household (other than a tenant or employee), a trust in which any one or more of these

persons have more than fifty percent (50%) of the beneficial interest, a foundation in which any one or more of these persons (or the

applicable individual) control the management of assets, and any other entity in which one or more of these persons (or the applicable

individual) own more than fifty percent (50%) of the voting interests.

2.15.

“Grant Date” means, as determined by the Board,

the latest to occur of (i) the date as of which the Board approves an Award, (ii) the date on which the recipient of an Award

first becomes eligible to receive an Award under Section 6 hereof, or (iii) such other date as may be specified by the

Board in the Award Agreement

2

2.16.

“Incentive Stock Option” means an “incentive

stock option” within the meaning of Section 422 of the Code, or the corresponding provision of any subsequently enacted tax

statute, as amended from time to time.

2.17.

“Non-Employee Director” means a member of the Board who is not an officer or employee of

the Company or any Subsidiary.

2.18.

“Non-qualified Stock Option” means an Option

that is not an Incentive Stock Option.

2.19.

“Option” means an option to purchase one or

more shares of Stock pursuant to the Plan.

2.20.

“Option Price” means the exercise price for

each share of Stock subject to an Option.

2.21.

“Other Stock-based Awards” means Awards consisting

of Stock units, or other Awards, valued in whole or in part by reference to, or otherwise based on, Common Stock, other than Options,

Stock Appreciation Rights, Restricted Stock, and Restricted Stock Units.

2.22.

“Participant” means a person who receives or

holds an Award under the Plan.

2.23.

“Performance Award” means an Award made subject

to the attainment of performance goals (as described in Section 12) over a performance period established by the Committee.

2.24.

“Plan” means this Babcock & Wilcox Enterprises,

Inc. 2021 Long-Term Incentive Plan (Amended and Restated as of March 12, 2026), as amended from time to time.

2.25.

“Predecessor Plan” means the Babcock & Wilcox

Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan (Amended and Restated as of June 16, 2020).

2.26.

“Purchase Price” means the purchase price for

each share of Stock pursuant to a grant of Restricted Stock.

2.27.

“Restricted Period” shall have the meaning set forth in Section 10.1.

2.28.

“Restricted Stock” means shares of Stock, awarded

to a Participant pursuant to Section 10 hereof.

2.29.

“Restricted Stock Unit” means a bookkeeping

entry representing the equivalent of shares of Stock, awarded to a Participant pursuant to Section 10 hereof.

2.30.

“SAR Exercise Price” means the per share exercise

price of a SAR granted to a Participant under Section 9 hereof.

2.31.

“SEC” means the United States Securities and

Exchange Commission.

2.32.

“Section 409A” means Section 409A of the

Code.

3

2.33.

“Securities Act” means the Securities Act of

1933, as now in effect or as hereafter amended.

2.34.

“Separation from Service” means a termination

of Service by a Service Provider, as determined by the Board, which determination shall be final, binding and conclusive; provided if

any Award governed by Section 409A is to be distributed on a Separation from Service, then the definition of Separation from Service

for such purposes shall comply with the definition provided in Section 409A.

2.35.

“Service” means service as a Service Provider

to the Company or an Affiliate. Unless otherwise stated in the applicable Award Agreement, a Participant’s change in position or

duties shall not result in interrupted or terminated Service, so long as such Participant continues to be a Service Provider to the Company

or an Affiliate.

2.36.

“Service Provider” means an employee, officer,

Non-Employee Director, or Consultant of the Company or an Affiliate.

2.37.

“Stock Appreciation Right” or “SAR”

means a right granted to a Participant under Section 9 hereof.

2.38.

“Subsidiary” means any “subsidiary corporation”

of the Company within the meaning of Section 424(f) of the Code.

2.39.

“Substitute Award” means any Award granted in

assumption of or in substitution for an award of a company or business acquired by the Company or an Affiliate or with which the Company

or an Affiliate combines.

2.40.

“Ten Percent Shareholder” means an individual

who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding stock of the Company, its parent

or any of its Subsidiaries. In determining stock ownership, the attribution rules of Section 424(d) of the Code shall be applied.

2.41.

“Termination Date” means March 12, 2036, the

date that is ten (10) years after the date the Board approved this amendment and restatement, unless the Plan is earlier terminated by

the Board under Section 5.2 hereof.

3. ADMINISTRATION OF THE PLAN

3.1.

General.

The Board shall have such powers and authorities

related to the administration of the Plan as are consistent with the Company’s certificate of incorporation and bylaws and applicable

law. The Board shall have the power and authority to delegate its responsibilities hereunder to the Committee, which shall have full authority

to act in accordance with its charter, and with respect to the authority of the Board to act hereunder, all references to the Board shall

be deemed to include a reference to the Committee, to the extent such power or responsibilities have been delegated. Except as otherwise

may be required by applicable law, regulatory requirement or the certificate of incorporation or the bylaws of the Company, the Board

shall have full power and authority to take all actions and to make all determinations required or provided for under the Plan, any Award

or any Award Agreement, and shall have full power and authority to take all such other actions and make all such other determinations

not inconsistent with the specific terms and provisions of the Plan that the Board deems to be necessary or appropriate to the administration

of the Plan. The Committee shall administer the Plan; provided that, the Board shall retain the right to exercise the authority of the

Committee to the extent consistent with applicable law and the applicable requirements of any securities exchange on which the Common

Stock may then be listed. The interpretation and construction by the Board of any provision of the Plan, any Award or any Award Agreement

shall be final, binding and conclusive. Without limitation, the Board shall have full and final authority, subject to the other terms

and conditions of the Plan, to:

(i) designate Participants;

4

(ii) determine the type or types of Awards to be

made to a Participant;

(iii) determine the number of shares of Stock to

be subject to an Award;

(iv) establish the terms and conditions of each

Award (including, but not limited to, the Option Price of any Option, the nature and duration of any restriction or condition (or provision

for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture of an Award or the shares of Stock subject thereto, and

any terms or conditions that may be necessary to qualify Options as Incentive Stock Options);

(v) prescribe the form of each Award Agreement;

and

(vi) amend, modify, or supplement the terms of

any outstanding Award including the authority, in order to effectuate the purposes of the Plan, to modify Awards to foreign nationals

or individuals who are employed outside the United States to recognize differences in local law, tax policy, or custom.

To the extent permitted by applicable law, the

Board may delegate its authority as identified herein to any individual or committee of individuals (who need not be directors), including

without limitation the authority to make Awards to Participants who are not subject to Section 16 of the Exchange Act. To the extent that

the Board delegates its authority to make Awards as provided by this Section 3.1, all references in the Plan to the Board’s

authority to make Awards and determinations with respect thereto shall be deemed to include the Board’s delegate. Any such delegate

shall serve at the pleasure of, and may be removed at any time by, the Board.

3.2.

No Repricing; No Reload Grants.

Notwithstanding any provision herein to the contrary,

the repricing of Options or SARs is prohibited without prior approval of the Company’s shareholders. For this purpose, a “repricing”

means any of the following (or any other action that has the same effect as any of the following): (i) changing the terms of an Option

or SAR to lower its Option Price or SAR Exercise Price; (ii) any other action that is treated as a “repricing” under generally

accepted accounting principles; and (iii) repurchasing for cash or canceling an Option or SAR at a time when its Option Price or SAR Exercise

Price is greater than the Fair Market Value of the underlying shares in exchange for another Award, unless the cancellation and exchange

occurs in connection with a change in capitalization or similar change under Section 15. A cancellation and exchange under clause

(iii) would be considered a “repricing” regardless of whether it is treated as a “repricing” under generally accepted

accounting principles and regardless of whether it is voluntary on the part of the Participant. Notwithstanding any provision herein to

the contrary, the Company shall not grant Options or SARs that include a “reload” feature.

5

3.3.

Clawbacks.

Any Award Agreement may reference a clawback policy

of the Company or provide for the cancellation or forfeiture of an Award or the forfeiture and repayment to the Company of any gain related

to an Award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee

from time to time, if a Participant, either during employment or service with the Company or its Subsidiaries, or within a specified period

after termination of such employment or service, shall engage in any detrimental activity (as described in the applicable Award Agreement

or such clawback policy). In addition, notwithstanding anything in this Plan to the contrary, any Award Agreement or such clawback policy

may also provide for the cancellation or forfeiture of an Award or the forfeiture and repayment to the Company of any Shares issued under

and/or any other benefit related to an Award, or other provisions intended to have a similar effect, upon such terms and conditions as

may be required by the Committee or under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the Securities

and Exchange Commission or any national securities exchange or national securities association on which the Shares may be traded, including

as may be required by the Company’s Dodd-Frank Clawback Policy established effective as of October 2, 2023, as the same may be amended

from time to time.

3.4.

Deferral Arrangement.

The Board may permit or require the deferral of

any Award payment into a deferred compensation arrangement, subject to such rules and procedures as it may establish and in accordance

with Section 409A, which may include provisions for the payment or crediting of interest or dividend equivalents, including converting

such credits into deferred Stock units.

3.5.

No Liability.

To the maximum extent permitted by applicable law,

no member of the Board or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan,

any Award, or Award Agreement.

3.6.

Book Entry.

Notwithstanding any other provision of this Plan

to the contrary, the Company may elect to satisfy any requirement under this Plan for the delivery of stock certificates through the use

of book-entry.

4. STOCK SUBJECT TO THE PLAN

4.1.

Authorized Number of Shares.

Subject to adjustment under Section 15, the total

number of shares of Common Stock authorized to be awarded under the Plan shall not exceed the sum of: (A) 1,250,000 shares, plus (B) effective

upon approval of the Company’s stockholders at the 2022 annual meeting of stockholders, 4,000,000 shares, plus (C) effective upon

approval of the Company’s stockholders at the 2026 annual meeting of stockholders, 5,000,000 shares. In addition, shares of Common

Stock underlying any outstanding award granted under the Predecessor Plan that, following the Original Effective Date, expires, or is

terminated, surrendered, or forfeited for any reason without issuance of such shares (including for outstanding performance share awards

to the extent they are earned at less than maximum) shall be available for the grant of new Awards under this Plan. As provided in Section

1, no new awards shall be granted under the Predecessor Plan following the Original Effective Date. Shares issued under the Plan may

consist in whole or in part of authorized but unissued shares, treasury shares, or shares purchased on the open market or otherwise, all

as determined by the Company from time to time.

6

4.2.

Share Counting.

4.2.1.

General.

Each share of Common Stock granted in connection

with an Award shall be counted as one share against the limit in Section 4.1, subject to the provisions of this Section 4.2.

4.2.2.

Cash-Settled Awards.

Any Award settled in cash shall not be counted

as shares of Common Stock for any purpose under this Plan.

4.2.3.

Expired or Terminated Awards.

If any Award under the Plan expires, or is terminated,

surrendered, or forfeited, in whole or in part, the unissued Common Stock covered by such Award shall again be available for the grant

of Awards under the Plan.

4.2.4.

Payment of Option Price or Tax Withholding in Shares.

If shares of Common Stock issuable upon exercise,

vesting or settlement of an Award, or shares of Common Stock owned by a Participant (which are not subject to any pledge or other security

interest), are surrendered or tendered to the Company in payment of the Option Price or Purchase Price of an Award or any taxes required

to be withheld in respect of an Award, in each case, in accordance with the terms and conditions of the Plan and any applicable Award

Agreement, such surrendered or tendered shares of Common Stock shall again be available for the grant of Awards under the Plan. For a

share-settled SAR, only the net shares actually issued upon exercise of the SAR shall be counted against the limit in Section 4.1.

4.2.5.

Substitute Awards.

In the case of any Substitute Award, such Substitute

Award shall not be counted against the number of shares reserved under the Plan.

4.3.

Award Limits.

4.3.1.

Incentive Stock Options.

Subject to adjustment under Section 15,

10,250,000 shares of Common Stock available for issuance under the Plan shall be available for issuance under Incentive Stock Options.

7

4.3.2.

Non-Employee Director Compensation.

No Awards may be granted under the Plan during

any one calendar year to a Participant who is a Non-Employee Director that exceed, together with any cash compensation received for such

service during the applicable year (based on the Fair Market Value of the shares of Common Stock underlying the Award as of the applicable

Grant Date in the case of Awards other than Options and SARs, and based on the applicable grant date fair value for accounting purposes

in the case of Options or SARs): (i) for any Non-Employee Director not serving as Chairman of the Board, $500,000; and (ii) for any Non-Employee

Director serving as Chairman of the Board, $750,000. The Board may make exceptions to this limit in extraordinary circumstances for individual

Non-Employee Directors, as the Board may determine in its discretion, provided that the Non-Employee Director receiving such additional

compensation may not participate in the decision to award such compensation. In addition, for clarity, the limit in this Section 4.3.2

shall not apply to, and shall be determined excluding, (i) any award granted to an individual who, on the date of grant of the award,

is an officer or employee of the Company or an Affiliate, (ii) any award granted for consulting services and (iii) any incremental fair

value resulting from an award modification.

5. EFFECTIVE DATE, DURATION AND AMENDMENTS

5.1.

Term.

The Plan as originally adopted became effective

on the Original Effective Date when it was approved by the Company’s shareholders. This amendment and restatement of the Plan shall

become effective on the date that it is approved by the Company’s shareholders. The Plan shall terminate automatically on the Termination

Date (including any earlier date as provided in Section 5.2).

5.2.

Amendment and Termination of the Plan.

The Board may, at any time and from time to time,

amend, suspend, or terminate the Plan as to any Awards which have not been made. An amendment shall be contingent on approval of the Company’s

shareholders to the extent stated by the Board, required by applicable law, or required by applicable stock exchange listing requirements.

Notwithstanding the foregoing, any amendment to Section 3.2 shall be contingent upon the approval of the Company’s shareholders.

No Awards shall be made after the Termination Date. The applicable terms of the Plan, and any terms and conditions applicable to Awards

granted prior to the Termination Date shall survive the termination of the Plan and continue to apply to such Awards. No amendment, suspension,

or termination of the Plan shall, without the consent of the Participant, materially impair rights or obligations under any Award theretofore

awarded.

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6. AWARD ELIGIBILITY AND LIMITATIONS

6.1.

Service Providers.

Subject to this Section 6.1, Awards may

be made to any Service Provider as the Board shall determine and designate from time to time in its discretion, provided that Incentive

Stock Options may be granted only to employees of the Company or any Subsidiary.

6.2.

Successive Awards.

An eligible person may receive more than one Award,

subject to such restrictions as are provided herein.

6.3.

Stand-Alone, Additional, Tandem, and Substitute Awards.

Awards may, in the discretion of the Board, be

granted either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or any award granted under

another plan of the Company, any Affiliate, or any business entity to be acquired by the Company or an Affiliate, or any other right of

a Participant to receive payment from the Company or any Affiliate. Such additional, tandem, and substitute or exchange Awards may be

granted at any time. If an Award is granted in substitution or exchange for another Award, the Board shall have the right to require the

surrender of such other Award in consideration for the grant of the new Award. Subject to Section 3.2, the Board shall have the

right, in its discretion, to make Awards in substitution or exchange for any other award under another plan of the Company, any Affiliate,

or any business entity to be acquired by the Company or an Affiliate. In addition, Awards may be granted in lieu of cash compensation,

including in lieu of cash amounts payable under other plans of the Company or any Affiliate, in which the value of Stock subject to the

Award is equivalent in value to the cash compensation (for example, Restricted Stock Units or Restricted Stock).

7. AWARD AGREEMENT

Each Award shall be evidenced by an Award Agreement,

in such form or forms as the Board shall from time to time determine, not inconsistent with the terms of the Plan. Without limiting the

foregoing, an Award Agreement may be provided in the form of a notice which provides that acceptance of the Award constitutes acceptance

of all terms of the Plan and the notice. Award Agreements granted from time to time or at the same time need not contain similar provisions

but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options

are intended to be Non-qualified Stock Options or Incentive Stock Options, and in the absence of such specification such Options shall

be deemed Non-qualified Stock Options.

8. TERMS AND CONDITIONS OF OPTIONS

8.1.

Option Price.

The Option Price of each Option shall be fixed

by the Board and stated in the related Award Agreement. The Option Price of each Option (except those that constitute Substitute Awards)

shall be at least the Fair Market Value on the Grant Date of a share of Stock; provided, however, that in the event that a Participant

is a Ten Percent Shareholder as of the Grant Date, the Option Price of an Option granted to such Participant that is intended to be an

Incentive Stock Option shall be not less than 110 percent of the Fair Market Value of a share of Stock on the Grant Date. In no case shall

the Option Price of any Option be less than the par value of a share of Stock.

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8.2.

Vesting.

Subject to Section 8.3 hereof, each

Option shall become exercisable at such times and under such conditions (including, without limitation, performance requirements) as shall

be determined by the Board and stated in the Award Agreement.

8.3.

Term.

Each Option shall terminate, and all rights to

purchase shares of Stock thereunder shall cease, upon the expiration of ten (10) years from the Grant Date, or under such circumstances

and on such date prior thereto as is set forth in the Plan or as may be fixed by the Board and stated in the related Award Agreement;

provided, however, that in the event that the Participant is a Ten Percent Shareholder, an Option granted to such Participant that is

intended to be an Incentive Stock Option at the Grant Date shall not be exercisable after the expiration of five (5) years from its Grant

Date.

8.4.

Limitations on Exercise of Option.

Notwithstanding any other provision of the Plan,

in no event may any Option be exercised, in whole or in part, (i) prior to the date the Plan is approved by the shareholders of the

Company as provided herein, or (ii) after the occurrence of an event which results in termination of the Option.

8.5.

Method of Exercise.

An Option that is exercisable may be exercised

by the Participant’s delivery of a notice of exercise to the Company, setting forth the number of shares of Stock with respect to

which the Option is to be exercised, accompanied by full payment for the shares. To be effective, notice of exercise must be made in accordance

with procedures established by the Company from time to time.

8.6.

Rights of Holders of Options.

Unless otherwise stated in the related Award Agreement,

an individual holding or exercising an Option shall have none of the rights of a shareholder (for example, the right to receive cash or

dividend payments or distributions attributable to the subject shares of Stock or to direct the voting of the subject shares of Stock)

until the shares of Stock covered thereby are fully paid and issued to him. Except as provided in Section 15 hereof or the

related Award Agreement, no adjustment shall be made for dividends, distributions, or other rights for which the record date is prior

to the date of such issuance.

8.7.

Delivery of Stock Certificates.

Promptly after the exercise of an Option by a Participant

and the payment in full of the Option Price, such Participant shall be entitled to the issuance of a stock certificate or certificates

evidencing the Participant’s ownership of the shares of Stock subject to the Option.

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8.8.

Limitations on Incentive Stock Options.

An Option shall constitute an Incentive Stock Option

only (i) if the Participant of such Option is an employee of the Company or any Subsidiary of the Company, (ii) to the extent

specifically provided in the related Award Agreement, and (iii) to the extent that the aggregate Fair Market Value (determined at

the time the Option is granted) of the shares of Stock with respect to which all Incentive Stock Options held by such Participant become

exercisable for the first time during any calendar year (under the Plan and all other plans of the Participant’s employer and its

Affiliates) does not exceed $100,000. This limitation shall be applied by taking Options into account in the order in which they were

granted.

9. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

9.1.

Right to Payment.

A SAR shall confer on the Participant a right to

receive, upon exercise thereof, the excess of (i) the Fair Market Value of one share of Stock on the date of exercise over (ii) the

SAR Exercise Price, as determined by the Board. The Award Agreement for a SAR (except those that constitute Substitute Awards) shall specify

the SAR Exercise Price, which shall be fixed on the Grant Date as not less than the Fair Market Value of a share of Stock on that date.

SARs may be granted alone or in conjunction with all or part of an Option or at any subsequent time during the term of such Option or

in conjunction with all or part of any other Award. A SAR granted in tandem with an outstanding Option following the Grant Date of such

Option shall have a grant price that is equal to the Option Price; provided, however, that the SAR’s grant price may not be less

than the Fair Market Value of a share of Stock on the Grant Date of the SAR to the extent required by Section 409A.

9.2.

Other Terms.

The Board shall determine at the Grant Date the

time or times at which and the circumstances under which a SAR may be exercised in whole or in part (including based on achievement of

performance goals and/or future Service requirements), the time or times at which SARs shall cease to be or become exercisable following

Separation from Service or upon other conditions, the method of exercise, whether or not a SAR shall be in tandem or in combination with

any other Award, and any other terms and conditions of any SAR.

9.3.

Term of SARs.

The term of a SAR granted under the Plan shall

be determined by the Board, in its sole discretion; provided, however, that such term shall not exceed ten (10) years.

9.4.

Payment of SAR Amount.

Upon exercise of a SAR, a Participant shall be

entitled to receive payment from the Company (in cash or Stock, as determined by the Board) in an amount determined by multiplying:

(i) the difference between the Fair Market Value of a share of Stock on the date of exercise over the SAR Exercise Price; by

(ii) the number of shares of Stock with respect to which the SAR is exercised.

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10. TERMS AND CONDITIONS OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS

10.1.

Restrictions.

At the time of grant, the Board may, in its sole

discretion, establish a period of time (a “Restricted Period”) and any additional restrictions including the satisfaction

of corporate or individual performance objectives applicable to an Award of Restricted Stock or Restricted Stock Units in accordance with

Section 12.1 and 12.2. Each Award of Restricted Stock or Restricted Stock Units may be subject to a different Restricted

Period and additional restrictions. Neither Restricted Stock nor Restricted Stock Units may be sold, transferred, assigned, pledged, or

otherwise encumbered or disposed of during the Restricted Period or prior to the satisfaction of any other applicable restrictions.

10.2.

Restricted Stock Certificates.

The Company shall issue Stock, in the name of each

Participant to whom Restricted Stock has been granted, stock certificates or other evidence of ownership representing the total number

of shares of Restricted Stock granted to the Participant, as soon as reasonably practicable after the Grant Date. The Board may provide

in an Award Agreement that either (i) the Secretary of the Company shall hold such certificates for the Participant’s benefit

until such time as the Restricted Stock is forfeited to the Company or the restrictions lapse, or (ii) such certificates shall be

delivered to the Participant; provided, however, that such certificates shall bear a legend or legends that comply with the applicable

securities laws and regulations and make appropriate reference to the restrictions imposed under the Plan and the Award Agreement.

10.3.

Rights of Holders of Restricted Stock.

Unless the Board otherwise provides in an Award

Agreement and subject to Section 17.12, holders of Restricted Stock shall have rights as shareholders of the Company, including

voting and dividend rights.

10.4.

Rights of Holders of Restricted Stock Units.

10.4.1.

Settlement of Restricted Stock Units.

Restricted Stock Units may be settled in cash or

Stock, as determined by the Board and set forth in the Award Agreement. The Award Agreement shall also set forth whether the Restricted

Stock Units shall be settled (i) within the time period specified for “short term deferrals” under Section 409A or (ii) otherwise

within the requirements of Section 409A, in which case the Award Agreement shall specify upon which events such Restricted Stock

Units shall be settled.

10.4.2.

Voting and Dividend Rights.

Unless otherwise stated in the applicable Award

Agreement and subject to Section 17.12, holders of Restricted Stock Units shall not have rights as shareholders of the Company,

including no voting or dividend or dividend equivalents rights.

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10.4.3.

Creditor’s Rights.

A holder of Restricted Stock Units shall have no

rights other than those of a general creditor of the Company. Restricted Stock Units represent an unfunded and unsecured obligation of

the Company, subject to the terms and conditions of the applicable Award Agreement.

10.5.

Purchase of Restricted Stock.

Unless otherwise specified in the Award Agreement,

past Services provided by the Participant shall be considered adequate consideration for the Restricted Stock awarded to the Participant

or Stock issued in settlement of Restricted Stock Units awarded to the Participant. Notwithstanding the foregoing, if specified in the

Award Agreement, the Company may require a Participant to purchase Restricted Stock or shares of Stock issued in settlement of Restricted

Stock Units at a Purchase Price specified in the Award Agreement. Any such Purchase Price shall be payable in a form described in Section 11

or, in the discretion of the Board, in consideration for future Services to be rendered.

10.6.

Delivery of Stock.

Upon the expiration or termination of any Restricted

Period and the satisfaction of any other conditions prescribed by the Board, the restrictions applicable to shares of Restricted Stock

or Restricted Stock Units settled in Stock shall lapse, and, unless otherwise provided in the Award Agreement, a stock certificate or

certificates evidencing the Participant’s ownership of the shares of Stock shall be delivered, free of all such restrictions, to

the Participant or the Participant’s beneficiary or estate, as the case may be.

11. FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK

11.1.

General Rule.

Payment of the Option Price for the shares purchased

pursuant to the exercise of an Option or the Purchase Price for Restricted Stock shall be made in cash or in cash equivalents acceptable

to the Company, except as provided in this Section 11.

11.2.

Surrender of Stock.

To the extent the Award Agreement so provides,

payment of the Option Price for shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock may

be made all or in part through the tender to the Company of shares of Stock, which shares shall be valued, for purposes of determining

the extent to which the Option Price or Purchase Price for Restricted Stock has been paid thereby, at their Fair Market Value on the date

of exercise or surrender. Notwithstanding the foregoing, in the case of an Incentive Stock Option, the right to make payment in the form

of already owned shares of Stock may be authorized only at the time of grant.

11.3.

Cashless Exercise.

With respect to an Option only (and not with respect

to Restricted Stock), to the extent permitted by law and to the extent the Award Agreement so provides, payment of the Option Price may

be made all or in part by delivery (on a form acceptable to the Company) of an irrevocable direction to a licensed securities broker acceptable

to the Company to sell shares of Stock and to deliver all or part of the sales proceeds to the Company in payment of the Option Price

and any withholding taxes described in Section 17.3.

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11.4.

Other Forms of Payment.

To the extent the Award Agreement so provides,

payment of the Option Price or the Purchase Price for Restricted Stock may be made in any other form that is consistent with applicable

laws, regulations, and rules, including, but not limited to, the Company’s withholding of shares of Stock otherwise due to the exercising

Participant.

12. TERMS AND CONDITIONS OF PERFORMANCE AWARDS

12.1.

Performance Conditions.

The right of a Participant to exercise or receive

a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Committee.

The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance

conditions. Such Awards are referred to as “Performance Awards.”

12.2.

Performance Goals Generally.

The performance goals for Performance Awards shall

consist of one or more business or other criteria and a targeted level or levels of performance with respect to each of such criteria,

as specified by the Committee consistent with this Section 12.2. The Committee may determine that such Performance Awards shall

be granted, exercised and/or settled upon achievement of any one performance goal or that two or more of the performance goals must be

achieved as a condition to grant, exercise, and/or settlement of such Performance Awards. Performance goals may, in the discretion of

the Committee, be established on a Company-wide basis, or with respect to one or more business units, divisions, subsidiaries, or business

segments, as applicable. Performance goals may be absolute or relative (to the performance of one or more comparable companies or indices).

The Committee may determine the extent to which measurement of performance goals may exclude the impact of charges for restructuring,

discontinued operations, extraordinary items, debt redemption or retirement, asset write downs, litigation or claim judgments or settlements,

acquisitions or divestitures, foreign exchange gains and losses, and other unusual non-recurring items, and the cumulative effects of

tax or accounting changes (each as defined by generally accepted accounting principles and as identified in the Company’s financial

statements or other SEC filings). Performance goals may differ for Performance Awards granted to any one Participant or to different Participants.

12.3.

Business Criteria.

For purposes of Performance Awards, the Committee

may select any business criteria for the Company, on a consolidated basis, and/or specified subsidiaries or business units of the Company

(except with respect to the total shareholder return and earnings per share criteria), including any of the following: (i) total sales,

(ii) sales growth (with or excluding acquisitions), (iii) revenue-based measures for particular products, product lines, or product groups,

(iv) income, (v) earnings per share of Common Stock, (vi) earnings before interest and taxes, (vii) earnings before interest, taxes, depreciation,

and amortization, (viii) free cash flow, (ix) return on equity, assets, investment, invested capital, capital, total or net capital employed,

or sales (pre or post-tax), (x) cash flow return on investment, (xi) total shareholder return, (xii) Stock price increases, (xiii) total

business return, (xiv) economic value added or similar “after cost of capital” measures, (xv) return on sales or margin rate,

in total or for a particular product, product line, or product group, (xvi) working capital (or any of its components or related metrics),

(xvii) working capital improvement, (xviii) market share, (xix) measures of customer satisfaction (including survey results or other measures

of satisfaction), (xx) safety (determined by reference to recordable or lost time rates, first aids, near misses, or a combination of

two or more such measures or other measures), (xxi) measures of operating efficiency such as productivity, cost of non-conformance, cost

of quality, on time delivery, and efficiency ratio, and (xxii) strategic objectives with specifically identified areas of emphasis such

as cost reduction, acquisition assimilation synergies, acquisitions, or organization restructuring; provided, however, that such business

criteria shall include any derivations of business criteria listed above (e.g., income shall include pre-tax income, net income, operating

income, etc.).

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13. other sTOCK-based awards

13.1.

Grant of Other Stock-based Awards.

Other Stock-based Awards may be granted either

alone or in addition to or in conjunction with other Awards under the Plan. Other Stock-based Awards may be granted in lieu of other cash

or other compensation to which a Service Provider is entitled from the Company or may be used in the settlement of amounts payable in

shares of Common Stock under any other compensation plan or arrangement of the Company. Subject to the provisions of the Plan, the Committee

shall have the sole and complete authority to determine the persons to whom and the time or times at which such Awards shall be made,

the number of shares of Common Stock to be granted pursuant to such Awards, and all other conditions of such Awards. Unless the Committee

determines otherwise, any such Award shall be confirmed by an Award Agreement, which shall contain such provisions as the Committee determines

to be necessary or appropriate to carry out the intent of this Plan with respect to such Award.

13.2.

Terms of Other Stock-based Awards.

Any Common Stock subject to Awards made under this

Section 13 may not be sold, assigned, transferred, pledged, or otherwise encumbered prior to the date on which the shares are issued,

or, if later, the date on which any applicable restriction, performance, or deferral period lapses.

14. REQUIREMENTS OF LAW

14.1.

General.

The Company shall not be required to sell or issue

any shares of Stock under any Award if the sale or issuance of such shares would constitute a violation by the Participant, any other

individual exercising an Option, or the Company of any provision of any law or regulation of any governmental authority, including without

limitation any federal or state securities laws or regulations. If at any time the Company shall determine, in its discretion, that the

listing, registration or qualification of any shares subject to an Award upon any securities exchange or under any governmental regulatory

body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares hereunder, no shares of Stock

may be issued or sold to the Participant or any other individual exercising an Option pursuant to such Award unless such listing, registration,

qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any

delay caused thereby shall in no way affect the date of termination of the Award. Specifically, in connection with the Securities Act,

upon the exercise of any Option or the delivery of any shares of Stock underlying an Award, unless a registration statement under the

Securities Act is in effect with respect to the shares of Stock covered by such Award, the Company shall not be required to sell or issue

such shares unless the Board has received evidence satisfactory to it that the Participant or any other individual exercising an Option

may acquire such shares pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the

Board shall be final, binding, and conclusive. The Company may, but shall in no event be obligated to, register any securities covered

hereby pursuant to the Securities Act. The Company shall not be obligated to take any affirmative action in order to cause the exercise

of an Option or the issuance of shares of Stock pursuant to the Plan to comply with any law or regulation of any governmental authority.

As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until the shares of Stock covered

by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such

jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption.

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14.2.

Rule 16b-3.

During any time when the Company has a class of

equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards and the exercise of

Options granted to officers and directors hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the

extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of Rule 16b-3, it shall

be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan.

In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary

to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.

15. EFFECT OF CHANGES IN CAPITALIZATION

15.1.

Changes in Stock.

In the event of any corporate event or transaction

(including, but not limited to, a change in the Common Stock or the capitalization of the Company), such as any merger, consolidation,

reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split

up, spin off, or other distribution of stock or property of the Company, a combination or exchange of Common Stock, dividend in kind,

or other like change in capital structure, number of outstanding shares of Common Stock, distribution (other than normal cash dividends)

to shareholders of the Company, or any similar corporate event or transaction, the Committee or the Board, in order to prevent dilution

or enlargement of participants’ rights under the Plan, shall make equitable and appropriate adjustments and substitutions, as applicable,

to or of the number and kind of shares subject to outstanding Awards, the purchase price for such shares, the number and kind of shares

available for future issuance under the Plan, and other determinations applicable to outstanding Awards. The Committee shall have the

power and sole discretion to determine the amount of the adjustment to be made in each case.

15.2.

Effect of Certain Transactions.

If the Company is a party to a merger, reorganization,

consolidation, share exchange, transfer of assets or other transaction having similar effect involving the Company, outstanding Awards

shall be subject to the agreement governing the transaction. Such agreement may provide, without limitation, for the continuation of outstanding

awards by the Company (if the Company is a surviving corporation), for their assumption by the surviving corporation or its parent or

subsidiary, for the substitution by the surviving corporation or its parent or subsidiary of its own awards for such outstanding awards,

for accelerated vesting and accelerated expiration, or for settlement in cash or cash equivalents.

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15.3.

Change in Control

15.3.1.

Consequences of a Change in Control

The treatment of outstanding Awards upon the occurrence

of 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, shall be determined in the sole discretion of the Board in accordance with the

terms of this Plan and shall be described in the Award Agreements and need not be uniform among all Participants or Awards granted pursuant

to this Plan.

15.3.2.

Change in Control Defined

Except as may otherwise be defined in an Award

Agreement, a “Change in Control” shall mean the occurrence of any of the following events:

(i) 30% Ownership Change: Any Person, other than an ERISA-regulated pension plan established by the Company, makes an acquisition

of Outstanding Voting Stock and is, immediately thereafter, the beneficial owner of 30% or more of the then Outstanding Voting Stock,

unless such acquisition is made directly from the Company in a transaction approved by a majority of the Incumbent Directors; or any group

is formed that is the beneficial owner of 30% or more of the Outstanding Voting Stock (other than a group formation for the purpose of

making an acquisition directly from the Company and approved (prior to such group formation) by a majority of the Incumbent Directors);

or

(ii) Board Majority Change: Individuals who are Incumbent Directors cease for any reason to constitute a majority of the members

of the Board; or

(iii) Major Mergers and Acquisitions: Consummation of a Business Combination unless, immediately following such Business Combination,

(i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Voting Stock immediately

before such Business Combination beneficially own, directly or indirectly, more than 51% of the then outstanding shares of voting stock

of the parent corporation resulting from such Business Combination in substantially the same relative proportions as their ownership,

immediately before such Business Combination, of the Outstanding Voting Stock, (ii) if the Business Combination involves the issuance

or payment by the Company of consideration to another entity or its shareholders, the total fair market value of such consideration plus

the principal amount of the consolidated long-term debt of the entity or business being acquired (in each case, determined as of the date

of consummation of such Business Combination by a majority of the Incumbent Directors) does not exceed 50% of the sum of the fair market

value of the Outstanding Voting Stock plus the principal amount of the Company’s consolidated long-term debt (in each case, determined

immediately before such consummation by a majority of the Incumbent Directors), (iii) no Person (other than any corporation resulting

from such Business Combination) beneficially owns, directly or indirectly, 30% or more of the then outstanding shares of voting stock

of the parent corporation resulting from such Business Combination and (iv) a majority of the members of the board of directors of the

parent corporation resulting from such Business Combination were Incumbent Directors of the Company immediately before consummation of

such Business Combination; or

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(iv) Major Asset Dispositions: Consummation of a Major Asset Disposition unless, immediately following such Major Asset Disposition,

(i) individuals and entities that were beneficial owners of the Outstanding Voting Stock immediately before such Major Asset Disposition

beneficially own, directly or indirectly, more than 70% of the then outstanding shares of voting stock of the Company (if it continues

to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding

voting stock of such acquiring entity) and (ii) a majority of the members of the Board (if it continues to exist) and of the entity that

acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring

entity) were Incumbent Directors of the Company immediately before consummation of such Major Asset Disposition.

For purposes of this definition of “Change

in Control”:

(1) “Person” means an individual,

entity or group;

(2) “group” is used as it is

defined for purposes of Section 13(d)(3) of the Exchange Act;

(3) “beneficial owner” is used

as it is defined for purposes of Rule 13d-3 under the Exchange Act;

(4) “Outstanding Voting Stock”

means outstanding voting securities of the Company entitled to vote generally in the election of directors; and any specified percentage

or portion of the Outstanding Voting Stock (or of other voting stock) is determined based on the combined voting power of such securities;

(5) “Incumbent Director” means

a director of the Company (x) who was a director of the Company on the Original Effective Date or (y) who becomes a director

after such date and whose election, or nomination for election by the Company’s shareholders, was approved by a vote of a majority

of the Incumbent Directors at the time of such election or nomination, except that any such director will not be deemed an Incumbent Director

if his or her initial assumption of office occurs as a result of an actual or threatened election contest or other actual or threatened

solicitation of proxies by or on behalf of a Person other than the Board;

(6) “Business Combination” means:

(x) a merger or consolidation involving the Company or its stock; or (y) an acquisition by the Company, directly or through one or more

subsidiaries, of another entity or its stock or assets.

(7) “parent corporation resulting from

a Business Combination” means the Company if its stock is not acquired or converted in the Business Combination and otherwise

means the entity which as a result of such Business Combination owns the Company or all or substantially all the Company’s assets

either directly or through one or more subsidiaries; and

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(8) “Major Asset Disposition”

means the sale or other disposition in one transaction or a series of related transactions of 70% or more of the assets of the Company

and its subsidiaries on a consolidated basis; and any specified percentage or portion of the assets of the Company will be based on fair

market value, as determined by a majority of the Incumbent Directors.

However, in no event shall a Change in Control

be deemed to have occurred under this Plan with respect to a Participant if the Participant is part of a purchasing group which consummates

a transaction resulting in a Change in Control. A Participant shall be deemed “part of a purchasing group” for purposes of

the preceding sentence if the Participant is an equity participant in the purchasing company or group (except for: (I) passive ownership

of less than three percent (3%) of the stock of the purchasing company; or (II) ownership of equity participation in the purchasing company

or group which is otherwise not significant, as determined prior to the Change in Control by a majority of the non-employee continuing

directors).

Notwithstanding the foregoing, if it is determined

that an Award hereunder is subject to the requirements of Section 409A and payable upon a Change in Control, the Company will not be deemed

to have undergone a Change in Control unless the Company is deemed to have undergone a “change in control event” pursuant

to the definition of such term in Section 409A.

15.4.

Adjustments

Adjustments under this Section 15

related to shares of Stock or securities of the Company shall be made by the Board, whose determination in that respect shall be final,

binding and conclusive. No fractional shares or other securities shall be issued pursuant to any such adjustment, and any fractions resulting

from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share.

16. No Limitations on Company

The making of Awards pursuant to the Plan shall

not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of

its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business

or assets.

17. TERMS APPLICABLE GENERALLY TO AWARDS GRANTED UNDER THE PLAN

17.1.

Disclaimer of Rights.

No provision in the Plan or in any Award Agreement

shall be construed to confer upon any individual the right to remain in the employ or Service of the Company or any Affiliate, or to interfere

in any way with any contractual or other right or authority of the Company either to increase or decrease the compensation or other payments

to any individual at any time, or to terminate any employment or other relationship between any individual and the Company. In addition,

notwithstanding anything contained in the Plan to the contrary, unless otherwise stated in the applicable Award Agreement, no Award granted

under the Plan shall be affected by any change of duties or position of the Participant, so long as such Participant continues to be a

Service Provider. The obligation of the Company to pay any benefits pursuant to this Plan shall be interpreted as a contractual obligation

to pay only those amounts described herein, in the manner and under the conditions prescribed herein. The Plan shall in no way be interpreted

to require the Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to

any Participant or beneficiary under the terms of the Plan.

19

17.2.

Nonexclusivity of the Plan.

Neither the adoption of the Plan nor the submission

of the Plan to the shareholders of the Company for approval shall be construed as creating any limitations upon the right and authority

of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class

or classes of individuals or specifically to a particular individual or particular individuals), including, without limitation, the granting

of stock options as the Board in its discretion determines desirable.

17.3.

Withholding Taxes.

The Company or an Affiliate, as the case may be,

shall have the right to deduct from payments of any kind otherwise due to a Participant any federal, state, or local taxes of any kind

required by law to be withheld (i) with respect to the vesting of or other lapse of restrictions applicable to an Award, (ii) upon

the issuance of any shares of Stock upon the exercise of an Option or SAR, or (iii) otherwise due in connection with an Award. At

the time of such vesting, lapse, or exercise, the Participant shall pay to the Company or the Affiliate, as the case may be, any amount

that the Company or the Affiliate may reasonably determine to be necessary to satisfy such withholding obligation. Subject to the prior

approval of the Company or the Affiliate, which may be withheld by the Company or the Affiliate, as the case may be, in its sole discretion,

the Participant may elect to satisfy such obligations, or the Company may require such obligations (up to maximum statutory rates) to

be satisfied, in whole or in part, (i) by causing the Company or the Affiliate to withhold the number of shares of Stock otherwise issuable

to the Participant as may be necessary to satisfy such withholding obligation, or (ii) by delivering to the Company or the Affiliate shares

of Stock already owned by the Participant. The shares of Stock so delivered or withheld shall have an aggregate fair market value equal

to such withholding obligations (up to maximum statutory rates). The fair market value of the shares of Stock used to satisfy such withholding

obligation shall be determined by the Company or the Affiliate as of the date that the amount of tax to be withheld is to be determined.

A Participant who has made an election pursuant to this Section 17.3 may satisfy his or her withholding obligation only with

shares of Stock that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.

17.4.

Captions.

The use of captions in this Plan or any Award Agreement

is for the convenience of reference only and shall not affect the meaning of any provision of the Plan or any Award Agreement.

17.5.

Other Provisions.

Each Award Agreement may contain such other terms

and conditions not inconsistent with the Plan as may be determined by the Board, in its sole discretion. In the event of any conflict

between the terms of an employment agreement and the Plan, the terms of the employment agreement govern.

20

17.6.

Number and Gender.

With respect to words used in this Plan, the singular

form shall include the plural form, the masculine gender shall include the feminine gender, etc., as the context requires.

17.7.

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.

17.8.

Governing Law.

The Plan shall be governed by and construed in

accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law, and applicable federal

law.

17.9.

Section 409A.

The Plan is intended to comply with Section 409A

to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and administered to be

in compliance therewith. Any payments described in the Plan that are due within the “short-term deferral period” as defined

in Section 409A shall not be treated as deferred compensation unless applicable laws require otherwise. Notwithstanding anything to the

contrary in the Plan, to the extent required to avoid accelerated taxation and tax penalties under Section 409A, amounts that would otherwise

be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6) month period immediately following the

Participant’s Separation from Service shall instead be paid on the first payroll date after the six (6)-month anniversary of the

Participant’s Separation from Service (or the Participant’s death, if earlier). Notwithstanding the foregoing, neither the

Company nor the Committee shall have any obligation to take any action to prevent the assessment of any excise tax or penalty on any Participant

under Section 409A and neither the Company nor the Committee will have any liability to any Participant for such tax or penalty.

17.10.       Separation

from Service.

The Board shall determine the effect of a Separation

from Service upon Awards, and such effect shall be set forth in the appropriate Award Agreement. Without limiting the foregoing, the Board

may provide in the Award Agreements at the time of grant, or any time thereafter with the consent of the Participant, the actions that

will be taken upon the occurrence of a Separation from Service, including, but not limited to, accelerated vesting or termination, depending

upon the circumstances surrounding the Separation from Service.

17.11.       Transferability

of Awards.

17.11.1.

Transfers in General.

Except as provided in Section 17.11.2,

no Award shall be assignable or transferable by the Participant to whom it is granted, other than by will or the laws of descent and distribution,

and, during the lifetime of the Participant, only the Participant personally (or the Participant’s personal representative) may

exercise rights under the Plan.

21

17.11.2.

Family Transfers.

If authorized in the applicable Award Agreement,

a Participant may transfer, not for value, all or part of an Award (other than Incentive Stock Options) to any Family Member. For the

purpose of this Section 17.11.2, a “not for value” transfer is a transfer which is (i) a gift, (ii) a

transfer under a domestic relations order in settlement of marital property rights, or (iii) a transfer to an entity in which more

than fifty percent (50%) of the voting interests are owned by Family Members (or the Participant) in exchange for an interest in that

entity. Following a transfer under this Section 17.11.2, any such Award shall continue to be subject to the same terms and

conditions as were applicable immediately prior to transfer. Subsequent transfers of transferred Awards are prohibited except to Family

Members of the original Participant in accordance with this Section 17.11.2 or by will or the laws of descent and distribution.

17.12.       Dividends

and Dividend Equivalent Rights.

If specified in the Award Agreement, the recipient

of an Award (other than Options or SARs) may be entitled to receive dividends or dividend equivalents with respect to the Common Stock

or other securities covered by an Award. The terms and conditions of a dividend equivalent right may be set forth in the Award Agreement.

Dividend equivalents credited to a Participant may be reinvested in additional shares of Stock or other securities of the Company at a

price per unit equal to the Fair Market Value of a share of Stock on the date that such dividend was paid to shareholders, as determined

in the sole discretion of the Committee. Notwithstanding any provision herein to the contrary, in no event will dividends or dividend

equivalents vest or otherwise be paid out prior to the time that the underlying Award (or portion thereof) has vested and, accordingly,

will be subject to cancellation and forfeiture if such Award does not vest (including both time-based and performance-based Awards).

22

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