Form 8-K

8-K — Venu Holding Corp

Accession: 0001493152-26-044181

Filed: 2026-09-24

Period: 2026-09-23

CIK: 0001770501

SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)

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: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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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): September 23, 2026

VENU

HOLDING CORPORATION

(Exact

Name of Registrant as Specified in Its Charter)

Colorado

001-42422

82-0890721

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

1755

Telstar Drive, Suite 501

Colorado

Springs, Colorado

80920

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (719) 895-5483

Not

Applicable

(Former

Name or Former Address, if Changed Since Last Report)

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, par value $.001 per share

VENU

NYSE

AMERICAN

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging

growth company ☒

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(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

of Certain Officers.

September 23, 2026, Venu Holding Corporation (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual

Meeting”). As discussed in Item 5.07 of this Current Report on Form 8-K (this “Form 8-K”), the Company’s

shareholders voted at the Annual Meeting to approve an amendment to the Venu Holding Corporation Amended and Restated 2023 Omnibus Incentive

Compensation Plan (the “Incentive Plan”) to increase the number of shares of the Company’s common stock, par

value $0.001 per share (the “Common Stock”), reserved for issuance with respect to awards granted under the Incentive

Plan from 7,500,000 shares of Common Stock to 10,000,000 shares of Common Stock.

The

Company’s board of directors (the “Board”) voted to approve the amendment to the Incentive Plan on July 13,

2026. Having obtained the requisite shareholder approval for the Incentive Plan amendment at the Annual Meeting, the Venu Holding Corporation

Amended and Restated 2023 Omnibus Incentive Compensation Plan (the “Amended and Restated Incentive Plan”) became effective

on September 23, 2026. For a summary of the material terms of the Incentive Plan and the purpose and effect of the Incentive Plan amendment,

see “Proposal No. 3” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission

(the “SEC”) on August 21, 2026 (the “Proxy Statement”).

The

foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated

Incentive Plan, as amended, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item

5.07 Submission of Matters to a Vote of Security Holders.

The

Company held its 2026 Annual Meeting of Shareholders virtually via a live video webcast on September 23, 2026.

The

Company’s shareholders voted on four proposals at the Annual Meeting, each of which is listed below and described in more detail

in the Proxy Statement. With respect to each proposal, holders of the Company’s Common Stock were entitled to cast one vote per

share of Common Stock held as of the close of business on the record date of July 27, 2026. Holders of Common Stock representing 37,237,129

votes were represented in person or by proxy at the Annual Meeting, which represented 63.25% of the voting power of the 58,869,339 shares

of Common Stock entitled to vote at the Annual Meeting and constituted a quorum for the transaction of business.

the Annual Meeting, the Company’s shareholders voted on the following proposals:

elect seven directors to serve on the Board until the next Annual Meeting of Shareholders and until their successors are duly elected

and qualified;

consider and approve, in accordance with NYSE American Company Guide Section 713, the issuance of 20% or more of the Company’s

outstanding Common Stock as of July 31, 2026, in connection with the Company’s debt-financing transaction (the “July

2026 Debt Financing”) with YA II PN, Ltd. (the “Purchaser”) pursuant to the Securities Purchase Agreement

entered into with the Purchaser on such date (the “Securities Purchase Agreement”), which could become issuable

if the Company defaults under the Securities Purchase Agreement or the Senior Secured Convertible Debentures and warrants sold and

issued pursuant thereto or in connection therewith;

consider and approve an amendment to the Venu Holding Corporation Amended and Restated 2023 Omnibus Incentive Compensation Plan to

increase the number of shares of Common Stock reserved for issuance with respect to awards granted under the Incentive Plan from

7,500,000 shares to 10,000,000 shares; and

ratify the appointment of Grassi & Co., CPAs, P.C. as the Company’s independent registered public accounting firm for the

fiscal year ending December 31, 2026.

The

final results of voting on each of the proposals presented at the Annual Meeting, as certified by the Company’s independent inspector

of election, are set forth below.

Proposal

No. 1: Election of Directors.

The

shareholders elected each of the seven director nominees to serve on the Board until the 2027 Annual Meeting of Shareholders and until

such director’s successor has been duly elected and qualified. The results of the vote taken were as follows:

Nominee

Votes For

Votes Withheld

Broker Non-Votes

JW Roth

35,813,943

1,373,600

49,586

Steve Cominsky

33,149,848

4,037,695

49,586

David Lavigne

35,804,960

1,382,583

49,586

Mitchell Roth

34,928,518

2,259,025

49,586

Thomas Finke

35,793,122

1,394,421

49,586

Ronald Bension

35,921,263

1,266,280

49,586

Jamie Gronowski

36,113,552

1,073,991

49,586

Proposal

No. 2: Approval of Potential Issuance of 20% or More of Outstanding Common Stock as of July 31, 2026, in Connection with the July 2026

Debt Financing and the Securities Purchase Agreement

The

shareholders approved, in accordance with NYSE American Company Guide Section 713, and in connection with the Company’s July 2026

Debt Financing with the Purchaser, the potential issuance of 20% or more of the Company’s outstanding Common Stock as of July 31,

2026, which could become issuable if the Company defaults under the Securities Purchase Agreement entered into with the Purchaser or

the Senior Secured Convertible Debentures and warrants sold and issued pursuant thereto or in connection therewith. The results of the

vote taken were as follows:

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

33,437,767

3,328,656

421,116

49,590

Proposal

No. 3: Amendment to the Venu Holding Corporation Amended and Restated 2023 Omnibus Incentive Compensation Plan

The

shareholders approved the amendment to the Company’s Incentive Plan, which became effective on September 23, 2026, as discussed

in Item 5.02(e) of this Form 8-K. The results of the vote taken were as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

31,340,740

5,510,314

336,488

49,587

Proposal

No. 4: Ratification of Appointment of Independent Registered Public Accounting Firm

The

shareholders ratified the appointment by the Board’s Audit Committee of Grassi & Co., CPAs, P.C. as the Company’s independent

registered public accounting firm for the fiscal year ending December 31, 2026. The results of the vote taken were as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

36,434,603

492,142

310,384

Item

7.01 Regulation FD Disclosure

The

Company posted a replay of the video webcast of the Annual Meeting on the Investor Relations section of its website at https://investors.venu.live.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Venu Holding Corporation Amended and Restated 2023 Omnibus Incentive Compensation Plan, as amended

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 hereunto duly authorized.

VENU

HOLDING CORPORATION

(Registrant)

Dated:

September 24, 2026

By:

/s/

J.W. Roth

J.W.

Roth

Chief

Executive Officer and Chairman

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

Venu

Holding Corporation

Amended

and Restated 2023 Omnibus Incentive Compensation Plan

(as

amended through September 23, 2026)

CONTENTS

Article

Establishment,

Objectives and Duration

Article

Definitions

Article

Administration

Article

Subject to the Plan and Maximum Awards and Substituted Awards

Article

Eligibility

and Participation

Article

Stock

Options

Article

Stock

Appreciation Rights

Article

Restricted

Stock/Stock Awards

Article

Restricted

Stock Units, Performance Units, Performance Shares, and Cash-Based Awards

Article

10.

Beneficiary

Designation

Article

11.

Deferrals

Article

12.

Rights

of Participants

Article

13.

Termination

of Employment/Directorship/Consulting Relationship

Article

14.

Change

in Control

Article

15.

Amendment,

Modification, Termination and Tax Compliance.

Article

17.

Withholding

Article

17.

Successors

Article

18.

General

Provisions

Article

Establishment,

Objectives and Duration

1.1.

Establishment of the Plan. Venu Holding Corporation, a Colorado corporation (hereinafter referred to as the “Company”),

hereby adopts the Company’s Amended and Restated 2023 Omnibus Incentive Compensation Plan (hereinafter referred to as the “Plan”),

as set forth in this document. The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation

Rights, Restricted Stock, Stock Awards, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards and Substitute

Awards.

1.2.

Objectives of the Plan. The objectives of the Plan are to optimize the profitability and growth of the Company through annual and

long-term incentives that are consistent with the Company’s goals and that link the personal interests of Participants to those

of the Company’s stockholders, to provide Participants with an incentive for excellence in individual performance, and to promote

teamwork among Participants. The Plan is further intended to provide flexibility to the Company and its Affiliates in their ability to

motivate, attract, and retain the services of Participants who make significant contributions to the Company’s success and to allow

Participants to share in that success.

1.3.

Duration of the Plan. The Plan shall commence on the Effective Date and shall remain in effect, subject to the right of the Committee

to amend or terminate the Plan at any time pursuant to Article 15 hereof, until all Shares subject to it shall have been purchased or

acquired according to the Plan’s provisions. However, in no event may an Award be granted under the Plan on or after the tenth

(10th) anniversary of the Effective Date.

Article

Definitions

Whenever

used in the Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of

the word shall be capitalized:

2.1.

“Affiliate” means a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled

by or is under common control with, the Company.

2.2.

“Applicable Laws” means the requirements related to or implicated by the administration of the Plan under applicable

state corporate law, United States federal and state securities laws, the Code, any stock exchange or quotation system on which the Shares

are listed or quoted, and the applicable laws of any foreign country or jurisdiction where Awards are granted under the Plan.

2.3.

“Award” means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options,

Stock Appreciation Rights, Restricted Stock, Stock Awards, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based

Awards, or Substitute Awards.

2.4.

“Award Agreement” means a written or electronic agreement entered into by the Company and each Participant setting forth

the terms and provisions applicable to Awards granted under this Plan.

2.5.

“Beneficial Owner” or “Beneficial Ownership” has the meaning assigned to such term in Rule 13d-3 and

Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular Person, such Person shall be

deemed to have beneficial ownership of all securities that such Person has the right to acquire by conversion or exercise of other securities,

whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns”

and “Beneficially Owned” have a corresponding meaning.

2.6.

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

2.7.

“Cash-Based Award” means an Award granted to a Participant whose value is denominated in cash as described in Article

9 hereof.

2.8.

“Change in Control” means the first to occur of the following:

(a)

the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) of the Exchange Act) (a “Person”),

of Beneficial Ownership of 50% or more of 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, however, that,

for purposes of this Section, the following acquisitions by a Person resulting in Beneficial Ownership of 50% or more of the Outstanding

Company Voting Securities shall not constitute a Change in Control: (A) any acquisition by the Company or an Affiliate, (B) any acquisition

by any employee benefit plan (or related trust) sponsored or maintained by the Company or one of its Affiliates, (C) any acquisition

pursuant to a transaction that complies with (c)(i), (c)(ii) and (c) (iii) below, (D) in respect of an Award held by a particular Participant,

any acquisition by the Participant or any group of persons including the Participant (or any entity controlled by the Participant or

any group of persons including the Participant) of Outstanding Company Voting Securities pursuant to such Award;

(b)

at any time during a period of 24 consecutive months, the Incumbent Directors cease for any reason to constitute a majority of the Board;

(c)

consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company

or any of its Subsidiaries with any other corporation or entity that requires the approval of the Company’s shareholders, whether

for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately

following such Business Combination (i) more than 50% of the total voting power of (A) the entity resulting from such Business Combination

(the “Surviving Company”), or (B) if applicable, the ultimate parent entity that directly or indirectly has beneficial

ownership of sufficient voting securities eligible to elect a majority of the members of the board of directors (or the analogous governing

body) of the Surviving Company (the “Parent Company”), is represented by the Outstanding Company Voting Securities

that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which the Outstanding

Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in

substantially the same proportion as the voting power of the Outstanding Company Voting Securities among the holders thereof immediately

prior to the Business Combination; (ii) no Person (other than any employee benefit plan sponsored or maintained by the Surviving Company

or the Parent Company) is or becomes the Beneficial Owner, directly or indirectly, of 50% or more of the total voting power of the outstanding

voting securities eligible to elect members of the board of directors of the Parent Company (or the analogous governing body) (or, if

there is no Parent Company, the Surviving Company); and (iii) at least a majority of the members of the board of directors (or the analogous

governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company) following the consummation of the Business

Combination were Board members at the time of the Board’s approval of the execution of the initial agreement providing for such

Business Combination; or

(d)

The direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series

of related transactions, within a 12-month period, of the properties or assets of the Company and its Subsidiaries having an aggregate

fair market value of more than 50 percent of the fair market value of the Company and its Subsidiaries immediately prior to such transaction(s),

taken as a whole, to any Person that is not a Subsidiary of the Company.

Notwithstanding

the foregoing, (i) with respect to a Section 409A Award, the Committee may specify that the definition of Change in Control must also

constitute an event that is a change in ownership or effective control of the Company or a change in the ownership of a substantial portion

of the assets of the Company within the meaning of Section 409A and (ii) in no event will the acquisition of securities of the Company,

Parent Company, Affiliate or Subsidiary pursuant to an offer made to the general public through a registration statement filed with the

Securities and Exchange Commission constitute a Change in Control for purposes of this Plan or any Award.

The

Committee shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change

in Control of the Company has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and

any incidental matters relating thereto.

2.9.

“Code” means the Internal Revenue Code of 1986, as amended from time to time. Any reference to a section of the Code

shall be deemed to include a reference to any regulations promulgated thereunder.

2.10.

“Committee” means the Board, or any committee appointed by the Board, to administer Awards to Participants, as specified

in Article 3 hereof.

2.11.

“Company” means Venu Holding Corporation, a Colorado corporation and any successor thereto as provided in Article 17

hereof.

2.12.

“Consultant” means a consultant or adviser who provides bona fide services to the Company, a Subsidiary or an Affiliate

as an independent contractor and who qualifies as a consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the Securities

Act; provided, that, for purposes of determining eligibility to receive Nonqualified Stock Options or Stock Appreciation Rights,

a Consultant shall mean an employee of the Company or a Subsidiary.

2.13.

“Director” means any individual who is a member of the Board of Directors of the Company; provided, however, (i) that

any Director who is employed by the Company shall be considered an Employee under the Plan and (ii) for purposes of determining eligibility

to receive Nonqualified Stock Options or Stock Appreciation Rights, an Employee shall mean an employee of the Company or a Subsidiary.

2.14.

“Disability” shall have the meaning ascribed to such term in the Award Agreement. If no such definition is provided in

the Award Agreement, “Disability” shall mean a medically determinable physical or mental impairment which can be expected

to result in death or has lasted or can be expected to last for a continuous period of not less than six months if such disabling condition

renders the person unable to perform the material and substantial duties of his or her occupation. With respect to Section 409A Awards

that become payable upon a disability, such disability must also qualify as a disability within the meaning of Treasury Regulation 1.409A-3(i)(4).

2.15.

“Effective Date” means August 26, 2024, the date as of which this Plan was originally approved by the Board.

2.16.

“Employee” means any employee of the Company or its Subsidiaries or Affiliates; provided, that, (i) for purposes

of determining eligibility to receive Incentive Stock Options, an Employee shall mean an employee of the Company or a parent or subsidiary

corporation within the meaning of Section 424 of the Code and (ii) for purposes of determining eligibility to receive Nonqualified Stock

Options or Stock Appreciation Rights, an Employee shall mean an employee of the Company or a Subsidiary. Mere service as a Director or

payment of a director’s fee by the Company, a Subsidiary or an Affiliate shall not be sufficient to constitute “employment”

by the Company, a Subsidiary or an Affiliate.

2.17.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.

2.18.

“Fair Market Value” as of any date and in respect of any Share means if the Shares are listed on any established stock

exchange or a national market system or the OTC Ventures Market, the Fair Market Value shall be the closing price of a Share (or if no

sales were reported the closing price on the date immediately preceding such date) as quoted on such exchange or system on the day of

determination, as reported in as reported in a source the Committee deems reliable; provided that, if Shares shall not have been traded

on a national securities exchange or the or the OTC Ventures Market for more than 10 days immediately preceding such date or if deemed

appropriate by the Committee for any other reason, the fair market value of Shares shall be as determined by the Committee in such other

manner as it may deem appropriate, provided that such valuation is consistent with the requirements of Section 409A. In no event shall

the fair market value of any Share be less than its par value.

2.19.

“Freestanding SAR” means an SAR that is granted independently of any Options, as described in Article 7 hereof.

2.20.

“Incentive Stock Option” or “ISO” means an option to purchase Shares granted under Article 6 hereof

and that is designated as an Incentive Stock Option and that is intended to meet the requirements of Code Section 422. To the extent

that an option is granted that is intended to meet the requirements of Code Section 422, but fails to meet such requirements, the option

will be treated as a NQSO.

2.21.

“Incumbent Directors” means individuals who, on the Effective Date, constitute the Board, provided that any individual

becoming a Director subsequent to the Effective Date whose election or nomination for election to the Board was approved by a vote of

at least two-thirds of the Incumbent Directors then on the Board shall be an Incumbent Director. No individual initially elected or nominated

as a director of the Company as a result of an actual or threatened election contest with respect to Directors or as a result of any

other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be an Incumbent Director.

2.22.

“Insider” shall mean an individual who is, on the relevant date, an executive officer, director or ten percent (10%)

beneficial owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act,

all as defined under Section 16 of the Exchange Act.

2.23.

“Non-Employee Director” means a Director who is a “non-employee director” within the meaning of Rule 16b-3

or its successors under the Exchange Act.

2.24.

“Nonqualified Stock Option” or “NQSO” means an option to purchase Shares granted under Article 6 hereof

and that is not intended to be treated as an Incentive Stock Option, or that otherwise does not meet such requirements.

2.25.

“Option” means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6 hereof.

2.26.

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

2.27.

“Participant” means an Employee, a Director or a Consultant who has been selected to receive an Award or who has outstanding

an Award granted under the Plan.

2.28.

“Performance Share” means an Award granted to a Participant whose value is denominated in Shares and is earned by satisfaction

of specified performance goals and such other terms and conditions that the Committee may specify, as described in Article 9 hereof.

2.29.

“Performance Unit” means an Award granted to a Participant whose value is specified by the Committee and is earned by

satisfaction of specified performance goals and such other terms and conditions that the Committee may specify, as described in Article

9 hereof.

2.30.

“Period of Restriction” means the period during which the transfer of Shares of Restricted Stock is not permitted (e.g.,

based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee,

at its discretion), and the Shares are subject to a substantial risk of forfeiture, pursuant to the Restricted Stock Award Agreement,

as provided in Article 8 hereof.

2.31.

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

and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.

2.32.

“Restricted Stock” means an Award granted to a Participant pursuant to Article 8 hereof.

2.33.

“Restricted Stock Units” means an Award granted to a Participant whose value is denominated in Shares and is earned by

satisfaction of specified service requirements and such other terms and conditions that the Committee may specify, as described in Article

9 hereof.

2.34.

“Section 409A” means Code Section 409A and the regulations and other guidance issued thereunder.

2.35.

“Section 409A Award” means an Award that is subject to the requirements of Section 409A.

2.36.

“Securities Act” means the Securities Act of 1933, as amended from time to time, or any successor act thereto.

2.37.

“Shares” means the Company’s Class C Common Stock, par value $0.001 per share.

2.38.

“Stock Appreciation Right” or “SAR” means an Award, granted alone or in connection with a related

Option, designated as an SAR, pursuant to the terms of Article 7 hereof.

2.39.

“Stock Award” means an Award of Shares granted to a Participant pursuant to Section 8.8 hereof.

2.40.

“Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities

beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of

the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities

or interests in one of the other entities in such chain.

2.41.

“Substitute Awards” means Awards granted upon assumption of, or in substitution for, outstanding equity or equity-based

awards previously granted by a company or other entity (i) all or a portion of the assets or equity of which is acquired by the Company,

a Subsidiary or an Affiliate, or (ii) with which the Company, Subsidiary or an Affiliate merges or otherwise combines.

2.42.

“Tandem SAR” means an SAR that is granted in connection with a related Option pursuant to Article 7 hereof, the exercise

of which shall require forfeiture of the right to purchase a Share under the related Option (and when a Share is purchased under the

Option, the Tandem SAR shall similarly be canceled).

Article

Administration

3.1.

General. Subject to the terms and conditions of the Plan, the Plan shall be administered by the Committee. The members of the Committee

shall be appointed from time to time by, and shall serve at the discretion of, the Board of Directors. The Committee shall have the authority

to delegate administrative duties to officers of the Company.

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 (including, with respect to Section 409A Awards, the requirements of Section 409A), the Committee shall have

full power to select Employees, Directors and Consultants who shall participate in the Plan; determine the sizes and types of Awards;

determine the terms and conditions, including vesting criteria, of Awards in a manner consistent with the Plan; construe and interpret

the Plan and any agreement or instrument entered into under the Plan; reconcile any inconsistency in, correct any defect in and/or supply

any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; establish, amend, or waive rules

and regulations for the Plan’s administration; and amend the terms and conditions of any outstanding Award as provided in the Plan.

Further, the Committee shall make all other determinations and exercise its discretion as it deems necessary or advisable for the administration

of the Plan. As permitted by law and the terms of the Plan, the Committee may delegate its authority herein. No member of the Committee

shall be liable for any action taken or decision made in good faith relating to the Plan or any Award granted hereunder.

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 Committee shall be final, conclusive, and binding on all persons, including the Company, its stockholders,

Directors, Employees, Participants, and their estates and beneficiaries, unless changed by the Board.

3.4.

Delegation. The Committee or, if no Committee has been appointed, the Board may delegate administration of the Plan to a committee

or committees of one or more members of the Board, and the term “Committee” shall apply to any person or persons to whom

such authority has been delegated. The Committee shall have the power to delegate to a subcommittee any of the administrative powers

the Committee is authorized to exercise (and references in this Plan to the Board or the Committee shall thereafter be to the committee

or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time

to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. The members

of the Committee shall be appointed by and serve at the pleasure of the Board. From time to time, the Board may increase or decrease

the size of the Committee, add additional members to, remove members (with or without cause) from, appoint new members in substitution

therefor, and fill vacancies, however caused, in the Committee. The Committee shall act pursuant to a vote of the majority of its members

or, in the case of a Committee comprised of only two members, the unanimous consent of its members, whether present or not, or by the

written consent of the majority of its members and minutes shall be kept of all of its meetings and copies thereof shall be provided

to the Board. Subject to the limitations prescribed by the Plan and the Board, the Committee may establish and follow such rules and

regulations for the conduct of its business as it may determine to be advisable.

3.5.

Committee Composition. The Board shall have discretion to determine whether or not it intends to comply with the exemption requirements

of Rule 16b-3 or its successors under the Exchange Act. However, if the Board intends to satisfy such exemption requirements, with respect

to any insider subject to Section 16 of the Exchange Act, the Committee shall be a compensation committee of the Board that at all times

consists solely of two or more Non-Employee Directors. Within the scope of such authority, the Board or the Committee may delegate to

a committee of one or more members of the Board who are not Non-Employee Directors the authority to grant Awards to eligible persons

who are not then subject to Section 16 of the Exchange Act. Nothing herein shall create an inference that an Award is not validly granted

under the Plan in the event Awards are granted under the Plan by a compensation committee of the Board that does not at all times consist

solely of two or more Non-Employee Directors.

3.6.

Indemnification. In addition to such other rights of indemnification as they may have as Directors or members of the Committee, and

to the extent allowed by Applicable Laws, the Committee shall be indemnified by the Company against the reasonable expenses, including

attorney’s fees, actually incurred in connection with any action, suit or proceeding or in connection with any appeal therein,

to which the Committee may be party by reason of any action taken or failure to act under or in connection with the Plan or any Award

granted under the Plan, and against all amounts paid by the Committee in settlement thereof (provided, however, that the settlement

has been approved by the Company, which approval shall not be unreasonably withheld) or paid by the Committee in satisfaction of a judgment

in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding

that such Committee did not act in good faith and in a manner which such person reasonably believed to be in the best interests of the

Company, or in the case of a criminal proceeding, had no reason to believe that the conduct complained of was unlawful; provided,

however, that within 60 days after the institution of any such action, suit or proceeding, such Committee shall, in writing, offer

the Company the opportunity at its own expense to handle and defend such action, suit or proceeding.

Article

Subject to the Plan and Maximum Awards and Substituted Awards

4.1.

Number of Shares Available for Grants; Share Counting and Reacquired Shares. The number of Shares reserved for issuance to Participants

shall be Ten Million (10,000,000). Shares issued under the Plan may be authorized but unissued shares or treasury shares. The number

of Shares reserved for issuance to Participants under the Plan is subject to adjustment as provided in Section 4.2 hereof.

For

purposes of counting the number of Shares available for Awards under the Plan, the full number of shares of the Company’s common

stock covered by Freestanding SARs shall be counted against the number of Shares available for Awards (i.e., not the net Shares issued

in satisfaction of a Freestanding SAR Award); provided, however, that Freestanding SARs that may be settled in cash only shall not be

so counted. Additionally, if an Option may be settled by issuing net Shares (i.e., withholding a number of Shares equal to the exercise

price), the full number of shares of the Company’s common stock covered by the Option shall be counted against the number of Shares

available for Awards, not the net Shares issued in satisfaction of an Option. If any Award expires or is terminated, surrendered or canceled

without having been fully exercised or is forfeited in whole or in part, the unissued Shares covered by such Award shall again be available

for the grant of Awards; provided, however, in the case of Incentive Stock Options, the foregoing shall be subject to any limitations

under the Code. The following Shares shall not be added back to the number of Shares available for the future grant of Awards: (i) shares

of the Company’s common stock tendered to the Company by a Participant to (A) purchase shares of the Company’s common stock

upon the exercise of an Award, or (B) satisfy tax withholding obligations (including shares retained from the Award creating the tax

obligation); (ii) shares of the Company’s common stock that were subject to a stock-settled SAR granted under the Plan that were

not issued upon the exercise of such SAR, and (iii) shares of the Company’s common stock repurchased by the Company on the open

market using the proceeds from the exercise of an Award. Subject to the foregoing, the Committee shall determine the appropriate methodology

for calculating the number of Shares issued pursuant to the Plan.

The

maximum number of Shares which may be issued under Incentive Stock Options granted under the Plan is Ten Million (10,000,000).

4.2.

Adjustments in Authorized Shares. In the event of material changes in the outstanding number of Shares or in the capital structure

of the Company by reason of a stock split, stock or extraordinary dividend, a reverse stock split, or an extraordinary corporate transaction,

such as any recapitalization, merger, consolidation, combination, exchange of shares or the like, separation, including a spin-off, or

other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition

of such term in Code Section 368) or any partial or complete liquidation of the Company, the Committee shall make an appropriate adjustment

in the number and class of Shares that may be delivered under Section 4.1, and in the number, class of and/or price of Shares subject

to outstanding Awards granted under the Plan, as may be determined to be equitable by the Committee, in its sole discretion, to prevent

dilution or enlargement of rights. In the case of adjustments made pursuant to this Section 4.2, unless the Committee specifically determines

that such adjustment is in the best interests of the Company or its Affiliates, the Committee shall, in the case of Incentive Stock Options,

ensure that any adjustments under this Section 4.2 will not constitute a modification, extension or renewal of the Incentive Stock Options

within the meaning of Section 424(h)(3) of the Code and in the case of Nonqualified Stock Options, ensure that any adjustments under

this Section 4.2 will not constitute a modification of such Nonqualified Stock Options within the meaning of Section 409A of the Code.

Any adjustments made under this Section 4.2 shall be made in a manner which does not adversely affect the exemption provided pursuant

to Rule 16b-3 under the Exchange Act. The Company shall give each Participant notice of an adjustment hereunder and, upon notice, such

adjustment shall be conclusive and binding for all purposes.

4.3.

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 4.2 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.

4.4.

Limit on Compensation Paid to Directors. The total compensation paid to a single Director in any calendar year, including the cash

compensation and the cash value of all equity Awards granted to the Director in such calendar year, shall not exceed $1,000,000. Such

annual limit shall be measured based on the value of an Award as of the date the Award is granted (not the date of payment). Accordingly,

the annual limit shall not include the value of an Award in the calendar year when it is paid or vests if such year is different from

the year the Award is granted. For purposes of this Section 4.4, Director compensation in any calendar year shall include amounts or

grants that would have been paid or made, as applicable, to the Director in the calendar year absent the Director’s election to

defer such compensation to a subsequent year.

4.5.

Substitute Awards.

(a)

Notwithstanding any terms or conditions of the Plan to the contrary, Substitute Awards may have substantially the same terms and conditions,

including without limitation provisions relating to vesting, exercise periods, expiration, payment, forfeiture, and the consequences

of termination of service, as the awards that they replace, as determined by the Committee in its sole discretion.

(b)

The recipient or holder of a Substitute Award shall be an eligible Participant hereunder even if not an Employee, Director or Consultant

with respect to the Company or an Affiliate.

(c)

In the case of a Substitute Award, the date of grant may be treated as the effective date of the grant of such Award under the original

plan under which the award was authorized.

(d)

The per share exercise price of an Option that is a Substitute Award may be less than 100% of the Fair Market Value of a Share on the

date of grant, provided that such substitution or adjustment complies with applicable laws and regulations, including the listing requirements

of any national securities exchange on which the Company’s common stock may then be listed or quoted and Section 409A or Section

424 of the Code, as applicable. The per share exercise price of a Freestanding SAR that is a Substitute Award may be less than 100% of

the Fair Market Value of a Share on the date of grant, provided that such substitution or adjustment complies with applicable laws and

regulations, including the listing requirements of any national securities exchange on which the Company’s common stock may then

be listed or quoted and Section 409A, as applicable.

(e)

Notwithstanding anything to the contrary in this Plan, any Shares underlying Substitute Awards shall not be counted against the limits

set forth in Section 4.1, provided, that, Substitute Awards issued in connection with the assumption of, or in substitution for,

outstanding options intended to qualify as Incentive Stock Options shall be counted against the Incentive Stock Option limit. Subject

to applicable stock exchange requirements and Applicable Law, available shares under a shareholder-approved plan of an entity directly

or indirectly acquired by the Company or with which the Company combines (as appropriately adjusted to reflect such acquisition or transaction)

may be used for Awards under the Plan and shall not count toward the total share limit in Section 4.1.

Article

Eligibility

and Participation

5.1.

Eligibility. Persons eligible to participate in this 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.

5.3.

Newly Eligible Participants. The Committee shall be entitled to make such rules, regulations, determinations and awards as it deems

appropriate in respect of any Participant who becomes eligible to participate in the Plan.

5.4.

Leaves of Absence. The Committee shall be entitled to make such rules, regulations, and determinations as it deems appropriate under

the Plan in respect of any leave of absence taken by the recipient of any award. Without limiting the generality of the foregoing, the

Committee shall be entitled to determine: (a) whether or not any such leave of absence shall constitute a termination of employment within

the meaning of the Plan; and (b) the impact, if any, of such leave of absence on awards under the Plan theretofore made to any recipient

who takes such leave of absence. Notwithstanding the foregoing, with respect to any Section 409A Award, all leaves of absences and determinations

of terminations of employment must be construed and interpreted consistent with the requirements of Section 409A and the definition of

“separation from service” thereunder.

Article

Stock

Options

6.1.

Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number, and upon

such terms, and at any time and from time to time as shall be determined by the Committee. Notwithstanding the foregoing, (i) Incentive

Stock Options may only be granted to Employees of the Company or its Affiliates or Subsidiaries; provided that the Affiliate or Subsidiary

is a type of entity whose employees can receive such options under Code Sections 422 and 424 and (ii) Nonqualified Stock Options may

only be granted to Employees, Consultants or Directors of the Company or its Subsidiaries.

6.2.

Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the duration of

the Option, the number of Shares to which the Option pertains, and such other provisions as the Committee shall determine which are not

inconsistent with the terms of the Plan. All Options shall be separately designated Incentive Stock Options or Nonqualified Stock Options

at the time of grant. Notwithstanding the foregoing, the Company shall have no liability to any Participant or any other person if an

Option designated as an Incentive Stock Option fails to qualify as such at any time or if an Option is determined to constitute “nonqualified

deferred compensation” within the meaning of Section 409A of the Code and the terms of such Option do not satisfy the requirements

of Section 409A of the Code. The provisions of separate Options need not be identical.

6.3.

Option Price. The Option Price for each grant of an Option under this Plan shall be as determined by the Committee; provided, however,

the per-share exercise price shall not be less than 100 percent of the Fair Market Value of the Shares on the date the Option is granted.

With respect to a Participant who owns, directly or indirectly, more than 10% of the total combined voting power of all classes of the

stock of the Company or any Subsidiary, the Option Price of Shares subject to an ISO shall be at least 110% of the Fair Market Value

of such Shares on the ISO’s grant date. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an Option

Price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another

option in a manner satisfying the provisions of Section 424(a) of the Code and a Nonqualified Stock Option may be granted with an Option

Price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another

option in a manner satisfying the provisions of Section 409A of the Code.

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 that the Option must expire on or before the date that is the tenth anniversary of the date of grant. Notwithstanding

the foregoing, with respect to ISOs, in the case of a Participant who owns, directly or indirectly, more than 10% of the total combined

voting power of all classes of the stock of the Company, Affiliate or any Subsidiary as determined in accordance with Section 422 of

the Code, no such ISO shall be exercisable later than the fifth anniversary of the grant date.

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 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 or electronic notice of exercise to

the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for

the Shares.

The

Option Price upon exercise of any Option shall be payable to the Company in full, to the extent permitted by applicable statutes and

regulations, either: (a) in cash or its equivalent; or (b) by tendering previously acquired Shares having an aggregate Fair Market Value

at the time of exercise equal to the total Option Price; or (c) in the case of Nonqualified Stock Options, by a “net exercise”

arrangement pursuant to which the Company will reduce the number of Shares issuable upon exercise by the largest whole number of Shares

with a Fair Market Value on the date of exercise that does not exceed the exercise price, provided that (1) such Shares used to pay the

exercise price will not be exercisable thereafter and (2) any remaining balance of the exercise price not satisfied by such net exercise

is paid by the Participant in cash or other permitted form of payment; or (d) by a combination of (a), (b) and (c); or (d) any other

method approved by the Committee in its sole discretion. The tendering of previously acquired shares may be done through attestation.

No fractional shares may be tendered or accepted in payment of the Option Price. No Incentive Stock Option may utilize net exercise to

pay the Option Price.

Cashless

exercises are permitted pursuant to Federal Reserve Board’s Regulation T, subject to applicable securities law restrictions, or

by any other means which the Committee determines to be consistent with the Plan’s purpose and applicable law.

Subject

to any governing rules or regulations, as soon as practicable after receipt of notification of exercise and full payment, the Company

shall deliver to the Participant, in the Participant’s name, Share certificates in an appropriate amount based upon the number

of Shares purchased under the Option(s).

Unless

otherwise determined by the Committee, all payments under all methods indicated above shall be paid in United States dollars.

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, or under

any blue sky or state securities laws applicable to such Shares.

6.8.

Non-transferability of Options.

(a)

Incentive Stock Options. No ISO granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or

hypothecated, other than by will or by the laws of descent and distribution. Further, all ISOs granted to a Participant under the Plan

shall be exercisable during his or her lifetime only by such Participant.

(b)

Non-qualified Stock Options. Except as otherwise provided in a Participant’s Award Agreement, no NQSO granted under this

Article 6 may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent

and distribution; provided however, that no NQSO shall be transferable for value or consideration. Further, except as otherwise provided

in a Participant’s Award Agreement, all NQSOs granted to a Participant under this Article 6 shall be exercisable during his or

her lifetime only by such Participant or such Participant’s legal representative.

6.9.

Restriction on Cash Buyouts of Underwater Options. The Company may not purchase, cancel or buy out an underwater Option in exchange

for cash without first obtaining shareholder approval.

6.10.

$100,000 Limitation on ISOs. To the extent that the aggregate Fair Market Value (determined at the time of grant) of the Shares with

respect to which ISOs are exercisable for the first time by any Participant during any calendar year (under all plans of the Company

and any Affiliates as determined in accordance with Section 422 of the Code) exceeds $100,000 (or such other limit established in the

Code) or otherwise does not comply with the rules governing ISOs, the Options or portions thereof that exceed such limit (according to

the order in which they were granted) or otherwise do not comply with such rules will be treated as NQSOs, notwithstanding any contrary

provision of the applicable Award Agreement.

6.11.

Vesting of Options. Each Option may, but need not, vest and therefore become exercisable in periodic installments that may, but need

not, be equal. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may

be based on performance or other criteria) as the Committee may deem appropriate. The vesting provisions of individual Options may vary.

No Option may be exercised for a fraction of a Share. The Committee may, but shall not be required to, provide for an acceleration of

vesting and exercisability in the terms of any Award Agreement upon the occurrence of a specified event.

Article

Stock

Appreciation Rights

7.1.

Grant of SARs. Subject to the terms and conditions of the Plan, SARs may be granted to Participants at any time and from time to

time as shall be determined by the Committee. The Committee may grant Freestanding SARs, Tandem SARs, or any combination of these forms

of SARs.

Subject

to the terms and conditions of the Plan, the Committee shall have complete discretion in determining the number of SARs granted to each

Participant and, consistent with the provisions of the Plan, in determining the terms and conditions pertaining to such SARs. Any Tandem

SAR that relates to an Incentive Stock Option must be granted at the same time the Incentive Stock Option is granted.

The

grant price of a Freestanding SAR shall not be less than the Fair Market Value of a Share on the date of grant of the SAR. The grant

price of Tandem SARs shall equal the Option Price of the related Option.

7.2.

SAR 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.

7.3.

Term of SARs. The term of an SAR granted under the Plan shall be determined by the Committee, in its sole discretion; provided that

the SAR must expire on or before the date that is the tenth anniversary of the date of grant.

7.4.

Exercise of Freestanding SARs. Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion,

imposes upon them.

7.5.

Exercise of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender

of the right to exercise the equivalent portion of the related Option. A Tandem SAR may be exercised only with respect to the Shares

for which its related Option is then exercisable.

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 excess of 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.

the sole discretion of the Committee, the payment upon SAR exercise may be in cash, in Shares of equivalent value, in some combination

thereof, or in any other manner approved by the Committee. The Committee’s determination regarding the form of SAR payout shall

be set forth in the Award Agreement pertaining to the grant of the SAR.

7.7.

Non-transferability of SARs. Except as otherwise provided in a Participant’s Award Agreement, no SAR granted under the Plan

may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and

distribution. Further, except as otherwise provided in a Participant’s Award Agreement, all SARs granted to a Participant under

the Plan shall be exercisable during his or her lifetime only by such Participant or such Participant’s legal representative.

7.8.

Restriction on Cash Buyouts of Underwater SARs. The Company may not purchase, cancel or buy out an underwater SAR in exchange for

cash without first obtaining Shareholder approval.

7.9.

Vesting. Each SAR may, but need not, vest and therefore become exercisable in periodic installments that may, but need not, be equal.

The SAR may be subject to such other terms and conditions on the time or times when it may be exercised as the Committee may deem appropriate.

The vesting provisions of individual SARs may vary. No SARs may be exercised for a fraction of a Share. The Committee may, but shall

not be required to, provide for an acceleration of vesting and exercisability in the terms of any SAR upon the occurrence of a specified

event.

Article

Restricted

Stock/Stock Awards

8.1.

Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may

grant Shares of Restricted Stock to Participants in such amounts, as the Committee shall determine.

8.2.

Restricted Stock Agreement. Each Restricted Stock grant shall be evidenced by a Restricted Stock Award Agreement that shall specify

the Period(s) of Restriction, the number of Shares of Restricted Stock granted, and such other provisions as the Committee shall determine.

8.3.

Transferability. Unless otherwise specified by the Committee in its sole discretion and set forth in the Restricted Stock Award Agreement,

the Shares of Restricted Stock granted herein may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated

until the end of the applicable Period of Restriction established by the Committee and specified in the Restricted Stock Award Agreement,

or upon earlier satisfaction of any other conditions, as specified by the Committee in its sole discretion and set forth in the Restricted

Stock Award Agreement. All rights with respect to the Restricted Stock granted to a Participant under the Plan shall be available during

his or her lifetime only to such Participant or such Participant’s legal representative.

8.4.

Period of Restriction. With respect to Restricted Stock grants, the Period of Restriction will commence on the date of grant and

end at the time or times set forth on a schedule established by the Committee in the applicable Award Agreement.

8.5.

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, 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 federal or

state securities laws.

the extent deemed appropriate by the Committee, the Company may retain the certificates representing Shares of Restricted Stock in the

Company’s possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied.

of Restricted Stock covered by each Restricted Stock grant made under the Plan shall be subject to the restrictions on transferability

set forth in the Award Agreement.

8.6.

Voting Rights. If the Committee so determines, Participants holding Shares of Restricted Stock granted hereunder may be granted the

right to exercise full voting rights with respect to those Shares during the Period of Restriction.

8.7.

Dividends and Other Distributions. During the Period of Restriction, Participants holding Shares of Restricted Stock or Stock Awards

granted hereunder may, if the Committee so determines, be credited with dividends paid with respect to the underlying Shares while they

are so held; provided that, any dividends with respect to the Restricted Stock or Stock Awards shall not be paid to the Participant until

the Shares of Restricted Stock or Stock Awards to which the dividends relate vest. If any Shares of Restricted Stock or Stock Awards

are forfeited, the Participant shall have no right to the dividends related to the forfeited Shares.

8.8.

Stock Award. The Committee may grant and award Shares to a Participant that are not subject to Periods of Restrictions and which

may be subject to such conditions or provisions as the Committee determines.

Article

Restricted

Stock Units, Performance Units, Performance Shares, and Cash-Based Awards

9.1.

Grant of Restricted Stock Units, Performance Units, Performance Shares and Cash-Based Awards. Subject to the terms of the Plan, Restricted

Stock Units, Performance Shares, Performance Units, and/or Cash-Based Awards may be granted to Participants in such amounts and upon

such terms, and at any time and from time to time, as shall be determined by the Committee.

9.2.

Award Agreement. At the Committee’s discretion, each grant of Restricted Stock Units, Performance Shares, Performance Units

and Cash-Based Awards may be evidenced by an Award Agreement that shall specify the initial value, the duration of the Award, the performance

measures and/or service requirements, if any, applicable to the Award, and such other provisions as the Committee shall determine which

are not inconsistent with the terms of the Plan.

9.3.

Value of Performance Units/Shares and Cash-Based Awards. Each Performance Unit shall have an initial value that is established by

the Committee at the time of grant. Each Restricted Stock Unit and Performance Share shall have an initial value equal to the Fair Market

Value of a Share on the date of grant. Each Cash-Based Award shall have a value as may be determined by the Committee. The Committee

shall set performance goals and/or service requirements in its discretion which, depending on the extent to which they are met, will

determine the number and/or value of Restricted Stock Units, Performance Units, Performance Shares and Cash-Based Awards that will be

paid out to the Participant. Generally, a Participant’s right to receive amounts under a Restricted Stock Unit award shall be based

on the Participant’s satisfaction of a service requirement and such other terms and conditions that the Committee may specify.

Generally, a Participant’s right to receive amounts under a Performance Unit, Performance Share or Cash-Based Award shall be based

on the satisfaction of a performance requirement and such other terms and conditions that the Committee may specify. The Committee has

full discretionary authority to establish performance goals and/or service requirements, and a performance goal may include a service

requirement. For purposes of this Article 9, the time period during which the performance goals and/or service requirements must be met

shall be called a “Performance Period.”

9.4.

Earning of Restricted Stock Units, Performance Units, Performance Shares and Cash-Based Awards. Subject to the terms of this Plan

and the Award Agreement (if any), after the applicable Performance Period has ended, the holder of Restricted Stock Units, Performance

Units, Performance Shares or Cash-Based Awards shall be entitled to receive payout on the number and value of Restricted Stock Units,

Performance Units, Performance Shares or Cash-Based Awards earned by the Participant over the Performance Period, to be determined as

a function of the extent to which the corresponding performance goals and/or service requirements have been achieved. Unless otherwise

determined by the Committee, notwithstanding any other provision of the Plan, payment of Cash-Based Awards shall only be made for those

Participants who are Directors or in the employ of the Company at the end of the Performance Period or, if none has been specified, the

end of the applicable award year.

9.5.

Form and Timing of Payment of Restricted Stock Units, Performance Units, Performance Shares and Cash-Based Awards. Payment of earned

Restricted Stock Units, Performance Units, Performance Shares and Cash-Based Awards shall be as determined by the Committee and, if applicable,

as evidenced in the related Award Agreement. Subject to the terms of the Plan, the Committee, in its sole discretion, may pay earned

Restricted Stock Units, Performance Units, Performance Shares and Cash-Based Awards in the form of cash or in Shares (or in a combination

thereof) that have an aggregate Fair Market Value equal to the value of the earned Restricted Stock Units, Performance Units, Performance

Shares and Cash-Based Awards at the close of the applicable Performance Period. Such Shares may be granted subject to any restrictions

deemed appropriate by the Committee. No fractional shares will be issued. The determination of the Committee with respect to the form

of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.

Unless

otherwise provided by the Committee, Participants holding Restricted Stock Units, Performance Units, or Performance Shares may be entitled

to receive dividends or dividend units with respect to dividends declared on Shares underlying such Awards. No dividends or dividend

units with respect to the Restricted Stock Units, Performance Units, or Performance Shares shall be paid to the Participant until the

Restricted Stock Units, Performance Units, or Performance Shares to which the dividends relate vest. If any Restricted Stock Units, Performance

Units, or Performance Shares are forfeited, the Participant shall have no right to the dividends or dividend units related to the forfeited

Awards.

9.6.

Nontransferability. Except as otherwise provided in a Participant’s Award Agreement, Restricted Stock Units, Performance Units,

Performance Shares and Cash-Based Awards may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other

than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant’s Award Agreement,

a Participant’s rights under such Awards shall be exercisable during the Participant’s lifetime only by such Participant

or such Participant’s legal representative.

Article

10.

Beneficiary

Designation

The

Committee may permit Participants under the Plan to name, from time to time, 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

Company, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime.

If a beneficiary designation has not been made, or the beneficiary was not properly designated (in the sole discretion of the Committee),

has died or cannot be found, all payments after death shall be paid to the Participant’s estate. In case of disputes over the proper

beneficiary, the Company reserves the right to make any or all payments to the Participant’s estate.

Article

11.

Deferrals

Subject

to the requirements of Section 409A, the Committee may permit or require a Participant to defer such Participant’s receipt of the

payment of cash or the delivery of Shares that would otherwise be due to such Participant by virtue of the lapse or waiver of restrictions

with respect to Restricted Stock, payment of a Stock Award or the satisfaction of any requirements or goals with respect to Restricted

Stock Units, Performance Units/Shares and Cash-Based Awards. If any such deferral election is required or permitted, the Committee shall,

in its sole discretion, establish rules and procedures for such payment deferrals provided that such rules must comply with the requirements

of Section 409A.

Article

12.

Rights

of Participants

12.1.

Employment. Nothing in the Plan shall confer upon any Participant any right to continue in the Company’s or any Subsidiary’s

or any Affiliates’ employ, or as a Director, or as a Consultant, or interfere with or limit in any way the right of the Company,

Subsidiary or Affiliate to terminate any Participant’s employment, service relationship or directorship at any time.

12.2.

Participation. No Employee, Director or Consultant shall have the right to be selected to receive an Award under this Plan, or, having

been so selected, to be selected to receive a future Award.

12.3.

Rights as a Stockholder. Except as provided in Sections 8.6, 8.7 and 9.5, a Participant shall have none of the rights of a shareholder

with respect to shares of Common Stock covered by any Award until the Participant becomes the record holder of such shares.

Article

13.

Termination

of Employment/Directorship/Consulting Relationship

Each

Participant’s Award Agreement shall set forth the extent to which the Participant shall have the right to such Participant’s

outstanding Award(s) following termination of the Participant’s employment or directorship or consulting services with the Company.

Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreements entered into with

each Participant, need not be uniform among all Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons

for termination.

Article

14.

Change

in Control

14.1.

Treatment of Outstanding Awards Other than Cash-Based Awards. In the event 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,

the treatment of non-Cash-Based Awards shall be as specified in the applicable Award Agreement. Subject to such applicable laws, rules

and regulations, and unless the Committee specifies otherwise in the Award Agreement:

(a)

Non-Cash-Based Awards will fully vest if: (i) the Awards are not continued or assumed (e.g., the Awards are not equitably converted or

substituted for awards of a successor entity) in connection with the Change in Control; or (ii) the Participant has a qualifying termination

of his or her service relationship (as defined in the Award Agreement) within two years following the date of the Change in Control.

In the event that non-Cash-Based Awards to Participant are not so continued or assumed in connection with the Change in Control or in

the event of a qualifying termination of his or her service relationship (as defined in the Award Agreement) within two years following

the date of the Change in Control, then upon such Change in Control or such qualifying termination (as the case may be):

(i)

Any and all Options and SARs granted hereunder shall become fully exercisable during their remaining term; and

(ii)

Any restriction periods and restrictions imposed on Restricted Stock that are not performance-based shall lapse; and

(iii)

The target payout opportunities attainable under all outstanding Awards of performance-based Restricted Stock, Performance Units and

Performance Shares shall be deemed to have been fully earned for the entire Performance Period (s) as of the effective date of the Change

in Control or such qualifying termination. The vesting of all such Awards denominated in Shares shall be accelerated as of the effective

date of the Change in Control or such qualifying termination and shall be paid out to the Participants within thirty (30) days following

the effective date of the Change in Control or such qualifying termination based upon an assumed achievement of all relevant target performance

goals (such payment shall be in full satisfaction of the Award). Such Awards denominated in cash shall be paid to the Participants in

cash within thirty (30) days following the effective date of the Change in Control or such qualifying termination based on an assumed

achievement of all relevant target performance goals (such payment shall be in full satisfaction of the Award). Restricted Stock Units

shall be fully vested as of the effective date of the Change in Control or such qualifying termination, and the full value of such an

Award shall be paid out to the Participants within thirty (30) days following the effective date of the Change in Control or such qualifying

termination. Notwithstanding the foregoing, in the event that the Award is not so continued or assumed in connection with a Change in

Control, the payment of a Section 409A Award will only be accelerated if the Change in Control also constitutes a change in ownership

or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning

of Section 409A and will not result in additional taxes under Section 409A.

14.2.

Treatment of Cash-Based Awards. In the event 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, the treatment of Cash-Based

Awards shall be as specified in the applicable Award Agreement or resolutions adopted by the Committee. Subject to such applicable laws,

rules and regulations, unless the Committee shall provide otherwise in the Award Agreement or resolutions adopted by the Committee:

(a)

Cash-Based Awards will fully vest if: (i) the Awards are not continued or assumed (e.g., the Awards are not equitably converted or substituted

for awards of a successor entity) in connection with the Change in Control; or (ii) the Participant has a qualifying termination of his

or her service relationship (as defined in the Award Agreement) within two years following the date of the Change in Control. In the

event that the Cash-Based Awards granted to Participants are not so continued or assumed or in the event of a qualifying termination

of the service relationship (as defined in the Award Agreement) within two years following the date of the Change in Control, the vesting

of all outstanding Cash-Based Awards shall be accelerated as of the date of such event (and, in the case of performance-based Cash-Based

Awards, based on an assumed achievement of all relevant target performance goals), and all Cash-Based Awards shall be paid to Participants

in cash within thirty (30) days following the effective date of such event (such payment shall be in full satisfaction of the Award).

Notwithstanding the foregoing, in the event that the Cash-Based Awards is not so continued or assumed in connection with a Change in

Control, the payment of a Cash-Based Section 409A Award will only be accelerated if the Change in Control also constitutes a change in

ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within

the meaning of Section 409A and will not result in additional taxes under Section 409A.

14.3.

Cancellation of Underwater Options or SARs. In the event of a Change in Control, in the case of any Option or Stock Appreciation

Right with an Option Price that equals or exceeds the price paid for a Share in connection with the Change in Control, the Committee

may cancel the Option or Stock Appreciation Right without the payment of consideration therefor.

14.4.

Termination, Amendment, and Modifications of Change-in-Control Provisions. Notwithstanding any other provision of this Plan or any

Award Agreement provision, the provisions of this Article 14 may not be terminated, amended, or modified on or after the date of a Change

in Control to affect adversely any Award theretofore granted under the Plan and any rights or benefits provided to a Participant pursuant

to this Article 14 without the prior written consent of the Participant with respect to said Participant’s outstanding Awards;

provided, however, the Committee may terminate, amend, or modify this Article 14 at any time and from time to time prior to the date

of a Change in Control.

Article

15.

Amendment,

Modification, Termination and Tax Compliance.

15.1.

Amendment, Modification, and Termination. Subject to the terms of the Plan, the Committee or the Board may at any time and from time

to time, alter, amend, suspend, or terminate the Plan in whole or in part. However, except as provided in 4.2 and 4.3 relating to adjustments

upon changes to the Shares and Section 15.3, no amendment shall be effective unless approved by the shareholders of the Company to the

extent shareholder approval is necessary to satisfy any Applicable Laws. At the time of such amendment, the Board shall determine, upon

advice from counsel, whether such amendment will be contingent on shareholder approval.

15.2.

Awards Previously Granted. Notwithstanding any other provision of the Plan to the contrary, no termination, amendment, or modification

of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the

Participant holding such Award; provided that no consent is required for any amendment the Committee deems necessary or appropriate to

comply with Applicable Law or tax requirements.

15.3.

Contemplated Amendments. It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary

or advisable to provide eligible Employees, Consultants and Directors with the maximum benefits provided or to be provided under the

provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options or to the nonqualified deferred

compensation provisions of Section 409A of the Code and/or to bring the Plan and/or Awards granted under it into compliance therewith.

15.4.

Shareholder Approval Required for Certain Amendments. Shareholder approval will be required for any amendment of the Plan that does

any of the following: (a) permits the grant of any Option with an Option Price less than the Fair Market Value of the Shares on the date

of grant; (b) reduces the Option Price of an outstanding Option by lowering the Option Price, by canceling an outstanding Option and

granting a replacement Option with a lower exercise price, or by exchanging the outstanding Option with another stock-based or cash Award;

(c) permits the grant of any SAR with a grant price that is less than the Fair Market Value of the Shares on the date of grant; or (d)

reduces the grant price of an outstanding SAR by lowering the grant price, by canceling an outstanding SAR and granting a replacement

SAR with a lower exercise price, or by exchanging the outstanding SAR with another stock-based or cash Award.

15.5.

Compliance with Section 409A. It is intended that Awards under this Plan are either exempt from Section 409A or are structured to

comply with the requirements of Section 409A. The Plan shall be administered and interpreted in accordance with that intent. By way of

example, the following rules shall apply:

●

Any

provision of the Plan that would conflict with the requirements of a Section 409A Award shall not apply to a Section 409A Award.

●

Any

adjustment or modification to an Award shall be made in compliance with Section 409A (e.g., any adjustment to an Option or SAR under

Section 4.2 shall be made in accordance with the requirements of Section 409A).

●

For

Section 409A Awards, all rights to amend, terminate or modify the Plan or any Award are subject to the requirements and limitations

of Section 409A.

●

For

Section 409A Awards, any payment or distribution that is triggered upon termination or cessation of employment or a comparable event

shall be interpreted consistent with the definition of “separation from service” within the meaning of Treasury Regulation

Section 1.409A-1(h).

●

With

respect to amounts payable under a Section 409A Award, in the event that a Participant is a “specified employee” as defined

in Section 409A, any amount that is payable in connection with the Participant’s separation from service shall not be paid

prior to the date which is six months after the date the Participant separates from service (or, if earlier, the date the Participant

dies). A Participant who is subject to the restriction described in the previous sentence shall be paid on the first day of the seventh

month after the Participant’s separation from service an amount equal to the benefit that the Participant would have received

during such six month period absent the restriction.

While

the Company intends for Awards to either be exempt from or in compliance with Section 409A, none of the Company, any Subsidiary or Affiliated

or the Committee shall be liable to any person for the tax consequences of any failure to comply with the requirements of Section 409A

or any other tax consequences relating to Awards under this Plan.

Article

16.

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, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable

event arising as a result of this Plan; provided that the amount that is withheld, or may be withheld at the Participant’s discretion,

cannot exceed the amount of the taxes owed by the Participant using the minimum statutory tax rate in the Participant’s applicable

jurisdiction(s). The Participant may satisfy, totally or in part, his obligations pursuant to this Article by electing to have Shares

withheld, to redeliver Shares acquired under an Award, or to deliver previously owned Shares, provided that the election is made in writing

on or prior to (i) the date of exercise, in the case of Options and SARs (ii) the date of payment, in respect of Stock Awards, Restricted

Stock Units, Performance Units, Performance Shares, or Cash-Based Awards, and (iii) the expiration of the Period of Restriction, in respect

of Restricted Stock. Any election made under this Article shall be irrevocable by the Participant and may be disapproved by the Committee

at any time in its sole discretion. If an election is disapproved by the Committee, the Participant must satisfy his obligations pursuant

to this paragraph in cash.

Article

17.

Successors

All

obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company,

whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or

substantially all of the business, stock and/or assets of the Company.

Article

18.

General

Provisions

18.1.

Gender and Number. 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.

18.2.

Severability. If 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.

18.3.

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.

18.4.

Forfeiture Events. The Committee may specify in an Award Agreement that the Participant’s rights, payments and benefits with

respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain events, in addition

to applicable vesting conditions of an Award. Such events may include, without limitation, breach of non-competition, non-solicitation,

confidentiality, or other restrictive covenants that are contained in the Award Agreement or otherwise applicable to the Participant,

a termination of the Participant’s employment or service relationship for “cause”, or other conduct by the Participant

that is detrimental to the business or reputation of the Company, its Subsidiaries and/or its Affiliates.

18.5.

Clawback. Notwithstanding any other provisions in this Plan, the Company may cancel any Award, require reimbursement of any Award

by a Participant, and effect any other right of recoupment of equity or other compensation provided under the Plan in accordance with

any Company policies that may be adopted and/or modified from time to time (“Clawback Policy”). In addition, a Participant

may be required to repay to the Company previously paid compensation, whether provided pursuant to the Plan or an Award Agreement, in

accordance with the Clawback Policy. By accepting an Award, the Participant is agreeing to be bound by the Clawback Policy, as in effect

or as may be adopted and/or modified from time to time by the Company in its discretion (including, without limitation, to comply with

applicable law or stock exchange listing requirements).

18.6.

Securities Law Compliance. Each Award Agreement shall provide that no Shares shall be purchased or sold thereunder unless and until

(a) any then applicable requirements of state or federal laws and regulatory agencies have been fully complied with to the satisfaction

of the Company and its counsel and (b) if required to do so by the Company, the Participant has executed and delivered to the Company

a letter of investment intent in such form and containing such provisions as the Committee may require. The Company shall use reasonable

efforts to seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required

to grant Awards and to issue and sell Shares upon exercise of the Awards; provided, however, that this undertaking shall not require

the Company to register under the Securities Act the Plan, any Award or any Share issued or issuable pursuant to any such Award. If,

after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for

the Company deems necessary for the lawful issuance and sale of Shares under the Plan, the Company shall be relieved from any liability

for failure to issue and sell Shares upon exercise of such Awards unless and until such authority is obtained. With respect to insiders

(within the meaning of Section 16 of the Exchange Act), transactions under this Plan are intended to comply with all applicable conditions

of Rule 16b-3 or its successors under the Exchange Act, unless determined otherwise by the Board. To the extent any provision of the

Plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable

by the Board.

18.7.

No Additional Rights. Neither the Award nor any benefits arising under this Plan shall constitute part of an employment contract

between the Participant and the Company or any Subsidiary or Affiliate, and accordingly, subject to Section 15.2, this Plan and the benefits

hereunder may be terminated at any time in the sole and exclusive discretion of the Committee without giving rise to liability on the

part of the Company or any Affiliate for severance payments.

18.8.

Employees Based Outside of the United States. Notwithstanding any provision of the Plan to the contrary, to comply with provisions

of laws in other countries in which the Company, its Affiliates, and its Subsidiaries operate or have Employees, the Committee, in its

sole discretion, shall have the power and authority to:

(a)

Determine which Affiliates and Subsidiaries will be covered by the Plan or relevant subplans;

(b)

Determine which Employees employed outside the United States are eligible to become Participants in the Plan;

(c)

Modify the terms and conditions of any Award granted to Participants who are employed outside the United States;

(d)

Establish subplans, modified exercise procedures, and other terms and procedures to the extent such actions may be necessary, advisable

or convenient, or to the extent appropriate to provide maximum flexibility for the Participant’s financial planning. Any subplans

and modifications to the Plan terms or procedures established under this Section 18.8 by the Committee shall be filed with the Plan document

as Appendices; and

(e)

Take any action, before or after an Award is made, which the Committee deems advisable to obtain, comply with, or otherwise reflect any

necessary governmental regulatory procedures, exemptions or approvals, as they may affect this Plan, any subplan, or any Participant.

18.9.

Uncertificated Shares. To the extent that the Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer

of such Shares may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange.

18.10.

Governing Law. The Plan and each Award Agreement shall be governed by the laws of the State of Colorado, excluding any conflicts

or choice of law, rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another

jurisdiction.

18.11.

Unfunded Plan. The Plan shall be unfunded. Neither the Company, the Board nor the Committee shall be required to establish any special

or separate fund or to segregate any assets to assure the performance of its obligations under the Plan.

18.12.

Disqualifying Dispositions. Any Participant who shall make a “disposition” (as defined in Section 424 of the Code) of

all or any portion of Shares acquired upon exercise of an Incentive Stock Option within two years from the grant date of such Incentive

Stock Option or within one year after the issuance of the Shares acquired upon exercise of such Incentive Stock Option shall be required

to immediately advise the Company in writing as to the occurrence of the sale and the price realized upon the sale of such Shares.

18.13.

Effective Date of Plan. The Plan shall become effective as of the Effective Date, but no Award shall be exercised unless and until

the Plan has been approved by the shareholders of the Company, which approval shall be within twelve (12) months before or after the

date the Plan is adopted by the Board.

18.14.

Termination or Suspension of the Plan. The Plan shall terminate automatically on October 17, 2033. No Award shall be granted pursuant

to the Plan after such date, but Awards theretofore granted may extend beyond that date. The Board may suspend or terminate the Plan

at any earlier date pursuant to Section 15.1 hereof. No Awards may be granted under the Plan while the Plan is suspended or after it

is terminated.

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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