Form 8-K
8-K — REDWOOD TRUST INC
Accession: 0001104659-26-063849
Filed: 2026-05-19
Period: 2026-05-19
CIK: 0000930236
SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Submission of Matters to a Vote of Security Holders
Item: Financial Statements and Exhibits
Documents
8-K — tm2615120d1_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (tm2615120d1_ex10-1.htm)
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8-K (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):
May 19, 2026
REDWOOD
TRUST, INC.
(Exact name of registrant as specified in its
charter)
Maryland
(State or other
jurisdiction
of incorporation)
001-13759
(Commission
File Number)
68-0329422
(I.R.S. Employer
Identification No.)
One
Belvedere Place
Suite 300
Mill Valley, California
94941
(Address of principal executive offices and Zip Code)
(415)
389-7373
(Registrant’s telephone number, including area code)
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 (see General
Instruction A.2. below):
¨
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))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405
of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company
¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading symbol(s)
Name
of each exchange on which registered
Common
stock, par value $0.01 per share
RWT
New
York Stock Exchange
10%
Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock, par value $0.01 per share
RWT
PRA
New
York Stock Exchange
9.125%
Senior Notes Due 2029
RWTN
New
York Stock Exchange
9.0%
Senior Notes Due 2029
RWTO
New
York Stock Exchange
9.125%
Senior Notes Due 2030
RWTP
New
York Stock Exchange
9.500%
Senior Notes Due 2030
RWTQ
New
York Stock Exchange
Item 5.02. (e)
Compensatory Arrangements of Certain Employees
Redwood Trust, Inc. (“the
Company”) held its 2026 Annual Meeting of Stockholders on May 19, 2026 (the “Annual Meeting”). During the Annual Meeting,
stockholders voted to approve an amendment (the “Amendment”) to the Company’s Second Amended and Restated 2014 Incentive
Award Plan (the “Incentive Plan”) to increase the number of shares available for issuance under the Incentive Plan by 8,500,000
shares of common stock. With both stockholder approval of the Amendment and prior approval by the Company’s Board of Directors,
the number of shares available for issuance under the Incentive Plan, as amended by the Amendment, will increase by 8,500,000 shares of
common stock.
Item 5.07.
Submission of Matters to a Vote of Security Holders
As noted above, the Company
held its Annual Meeting on May 19, 2026. There were 124,994,931 shares of Company common stock entitled to vote at the Annual
Meeting. There were four items voted upon at the Annual Meeting, with the voting results for each item set forth below.
Item 1. During the Annual Meeting, stockholders voted to elect Greg H. Kubicek, Christopher J. Abate, Doneene K. Damon, Armando Falcon, Douglas B. Hansen, Debora D. Horvath, Dashiell I. Robinson, and Faith A. Schwartz as directors to serve on the Board of Directors until the annual meeting of stockholders in 2027 and until their successors are duly elected and qualify. The stockholders’ votes with respect to the election of directors were as follows:
Nominee
For
Against
Abstain
Broker
Non-Votes
Greg H. Kubicek
78,131,734
3,088,538
153,137
24,490,760
Christopher J. Abate
80,131,852
1,087,586
153,971
24,490,760
Doneene K. Damon
79,896,685
1,299,872
176,852
24,490,760
Armando Falcon
79,876,488
1,341,110
155,811
24,490,760
Douglas B. Hansen
80,073,974
1,142,976
156,459
24,490,760
Debora D. Horvath
78,785,557
2,433,183
154,669
24,490,760
Dashiell I. Robinson
79,497,267
1,713,019
163,123
24,490,760
Faith A. Schwartz
80,349,364
852,352
171,693
24,490,760
Item 2. During the Annual Meeting, stockholders voted to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The stockholders’ votes with respect to the ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm were as follows:
For
Against
Abstentions
Broker Non-Votes
102,402,420
3,293,418
168,330
0
Item 3. During the Annual Meeting, stockholders voted on the non-binding advisory resolution to approve named executive officer compensation as disclosed in the annual proxy statement for the Annual Meeting. The stockholders’ votes with respect to approval of this advisory resolution were as follows:
For
Against
Abstentions
Broker Non-Votes
77,832,360
3,149,440
391,608
24,490,760
Item 4. As noted in Item 5.02(e) above, during the Annual Meeting, stockholders voted to approve an Amendment to the Company’s Incentive Plan to increase the number of shares available for issuance under the Incentive Plan by 8,500,000 shares of common stock. The stockholders’ votes with respect to this Amendment of the Incentive Plan were as follows:
For
Against
Abstentions
Broker Non-Votes
78,222,232
2,587,891
563,285
24,490,760
Item 9.01.
Financial Statements and Exhibits
(d) Exhibits
Exhibit 10.1 Redwood Trust, Inc. Amendment to Second Amended and
Restated 2014 Incentive Award Plan
104 Cover
Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Date:
May 19, 2026
REDWOOD
TRUST, INC.
By:
/s/ Andrew P. Stone
Name:
Andrew P. Stone
Title:
Executive Vice President, Chief Legal Officer, and Secretary
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2615120d1_ex10-1.htm · Sequence: 2
Exhibit 10.1
REDWOOD TRUST, INC.
SECOND AMENDED AND RESTATED
2014 INCENTIVE AWARD PLAN, AS AMENDED
ARTICLE 1.
PURPOSE
The
purpose of the Second Amended and Restated Redwood Trust, Inc. 2014 Incentive Award Plan, as amended on May 19, 2026 (as it may be amended
or restated from time to time, the “Plan”), is to promote the success and enhance
the value of Redwood Trust, Inc. (the “Company”) by linking the individual interests
of the members of the Board, Employees, and Consultants to those of Company stockholders and by providing such individuals with an incentive
for outstanding performance to generate superior returns to Company stockholders. The Plan is further intended to provide flexibility
to the Company in its ability to motivate, attract, and retain the services of members of the Board, Employees, and Consultants upon whose
judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent. The Plan amends and
restates in its entirety the Amended and Restated Redwood Trust, Inc. 2014 Incentive Award Plan, as amended (the “Prior
Plan”).
ARTICLE 2.
DEFINITIONS AND CONSTRUCTION
Wherever the following terms
are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun
shall include the plural where the context so indicates.
2.1
“Administrator” shall mean the entity that conducts the general administration
of the Plan as provided in Article 13. With reference to the duties of the Committee under the Plan which have been delegated to one or
more persons pursuant to Section 13.6, or as to which the Board has assumed, the term “Administrator” shall refer to such
person(s) unless the Committee or the Board has revoked such delegation or the Board has terminated the assumption of such duties.
2.2
“Affiliate” shall mean (a) any Subsidiary; and (b) any domestic eligible entity
that is disregarded, under Treasury Regulation Section 301.7701-3, as an entity separate from either (i) the Company or (ii) any Subsidiary.
2.3
“Applicable Accounting Standards” shall mean Generally Accepted Accounting Principles
in the United States, International Financial Reporting Standards or such other accounting principles or standards as may apply to the
Company’s financial statements under United States federal securities laws from time to time.
2.4
“Applicable Law” shall mean any applicable law, including without limitation:
(i) provisions of the Code, the Securities Act, the Exchange Act and any rules or regulations thereunder; (ii) corporate, securities,
tax or other laws, statutes, rules, requirements or regulations, whether federal, state, local or foreign; and (iii) rules of any securities
exchange or automated quotation system on which the Shares are listed, quoted or traded.
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2.5
“Award” shall mean an Option, a Restricted Stock award, a Restricted Stock Unit
award, a Performance Award, a Dividend Equivalents award, a Deferred Stock Unit award, a Stock Payment award or a Stock Appreciation Right,
which may be awarded or granted under the Plan (collectively, “Awards”).
2.6
“Award Agreement” shall mean any written notice, agreement, terms and conditions,
contract or other instrument or document evidencing an Award, including through electronic medium, which shall contain such terms and
conditions with respect to an Award as the Administrator shall determine consistent with the Plan.
2.7
“Award Limit” shall mean with respect to Awards that shall be payable in Shares
or in cash, as the case may be, the respective limit set forth in the first sentence of Section 3.3.
2.8
“Board” shall mean the Board of Directors of the Company.
2.9
“Change in Control” shall mean and includes each of the following:
(I) With respect to any Award granted prior to the Effective Date, the following definition of “Change in Control” shall apply:
(a) any one person, or more
than one person acting as a group (within the meaning of Section 409A of the Code), acquires ownership of stock of the Company that, together
with other stock held by such person or group constitutes more than fifty percent (50%) of the total fair market value or total voting
power of all stock of the Company; or
(b) any one person, or more
than one person acting as a group (within the meaning of Section 409A of the Code), acquires (or has acquired during the twelve (12)-month
period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing thirty
percent (30%) or more of the total voting power of the stock of the Company; or
(c) during any twelve (12)-month
period, a majority of the members of the Company’s Board is replaced by directors whose appointment or election is not endorsed
by a majority of the members of the Board prior to such appointment or election; or
(d)
any one person, or more than one person acting as a group (within the meaning of Section 409A of the Code), acquires (or has acquired
during the twelve (12)-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company
that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the
assets of the Company immediately before such acquisition or acquisition; provided, that that
no “Change in Control” shall be deemed to occur when the assets are transferred to (x) a shareholder of the Company in exchange
for or with respect to its stock, (y) a person, or more than one person acting as a group (within the meaning of Section 409A of the Code),
that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all of the outstanding stock of the
Company, or (z) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly,
by a person that owns directly or indirectly fifty percent (50%) or more of the total value or voting power of all of the outstanding
stock of the Company, in each case with such persons status determined immediately after the transfer of assets.
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(II) With respect to any Award granted on or after the Effective Date, the following definition of “Change in Control” shall apply:
(a) a transaction or series
of transactions (other than an offering of common stock to the general public through a registration statement filed with the Securities
and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses (i) and (ii) of subsection (c)
below) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d)
and 14(d)(2) of the Exchange Act) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company
or any of its subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by,
or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under
the Exchange Act) of securities of the Company possessing more than 30% of the total combined voting power of the Company’s securities
outstanding immediately after such acquisition; or
(b) during any period of two
consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new Director(s) (other than
a Director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in subsections
(a) or (c) of this definition) whose election by the Board or nomination for election by the Company’s stockholders was approved
by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of the two-year period
or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or
(c) The consummation by the
Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger,
consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s
assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each
case other than a transaction:
(i) which results in the Company’s
voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being
converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly,
the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business
of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined
voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and
(ii) after which no person
or group beneficially owns voting securities representing 30% or more of the combined voting power of the Successor Entity; provided,
however, that no person or group shall be treated for purposes of this clause (ii) as beneficially owning 30% or more of the combined
voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.
(III) Notwithstanding the
foregoing, if a Change in Control constitutes a payment event with respect to any portion of an Award that provides for the deferral of
compensation and is subject to Section 409A of the Code, the transaction or event described in any of the foregoing subsections (I)(a),
(I)(b), (I)(c), (I)(d), (II)(a), (II)(b), or (II)(c) with respect to such Award (or portion thereof) must also constitute a “change
in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Section 409A.
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(IV)
The Committee shall have full and final authority, which shall be exercised in its sole 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; provided that any exercise of authority in conjunction
with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section
1.409A-3(i)(5) shall be consistent with such regulation.
2.10
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time,
together with the regulations and official guidance promulgated thereunder.
2.11
“Committee” shall mean the Compensation Committee of the Board, or another committee
or subcommittee of the Board or the Compensation Committee, appointed as provided in Section 13.1.
2.12
“Common Stock” shall mean the common stock of the Company, par value $0.01 per
share.
2.13
“Company” shall have the meaning set forth in Article 1.
2.14
“Consultant” shall mean any consultant or adviser engaged to provide services
to the Company or any Affiliate that qualifies as a consultant under the applicable rules of the Securities and Exchange Commission for
registration of shares on a Form S-8 Registration Statement.
2.15 [Reserved].
2.16
“Data” shall have the meaning set forth in Section 12.7.
2.17
“Deferred Stock Unit” shall mean a right to receive Shares awarded under Section
10.4.
2.18
“Director” shall mean a member of the Board, as constituted from time to time.
2.19
“Director Limit” shall have the meaning set forth in Section 3.3.
2.20
“Dividend Equivalent” shall mean a right to receive the equivalent value (in cash
or Shares) of dividends paid on Shares, awarded under Section 10.2.
2.21
“DRO” shall mean a domestic relations order as defined by the Code or Title I
of the Employee Retirement Income Security Act of 1974, as amended from time to time, or the rules thereunder.
2.22
“Effective Date” shall mean May 23, 2023; provided,
however, that solely for purposes of the second to last sentence of Section 14.1 hereof, the Effective Date shall be March 14, 2023.
2.23
“Eligible Individual” shall mean any person who is an Employee, a Consultant or
a Non-Employee Director, as determined by the Committee.
2.24
“Employee” shall mean any officer or other employee (as determined in accordance
with Section 3401(c) of the Code and the Treasury Regulations thereunder) of the Company or of any Affiliate.
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2.25
“Equity Restructuring” shall mean a nonreciprocal transaction between the Company
and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring
cash dividend, that affects the number or kind of Shares (or other securities of the Company) or the share price of Common Stock (or other
securities) and causes a change in the per-share value of the Common Stock underlying outstanding Awards.
2.26
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from
time to time.
2.27
“Expiration Date” shall have the meaning given to such term in Section 14.1.
2.28
“Fair Market Value” shall mean, as of any given date, the value of a Share determined
as follows:
(a)
If the Common Stock is listed on any (i) established securities exchange (such as the New York Stock Exchange, the NASDAQ Global Market
and the NASDAQ Global Select Market), (ii) national market system or (iii) automated quotation system on which the Shares are listed,
quoted or traded, its Fair Market Value shall be the closing sales price for a Share as quoted on such exchange or system for such date
or, if there is no closing sales price for a Share on the date in question, the closing sales price for a Share on the last preceding
date for which such quotation exists, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable;
(b)
If the Common Stock is not listed on an established securities exchange, national market system or automated quotation system, but the
Common Stock is regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid and low asked
prices for such date or, if there are no high bid and low asked prices for a Share on such date, the high bid and low asked prices for
a Share on the last preceding date for which such information exists, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable; or
(c) If the Common Stock is neither
listed on an established securities exchange, national market system or automated quotation system nor regularly quoted by a recognized
securities dealer, its Fair Market Value shall be established by the Administrator in good faith.
2.29
“Full Value Award” shall mean any Award that is settled in Shares other than:
(a) an Option, (b) a Stock Appreciation Right or (c) any other Award for which the Holder pays the Fair Market Value as of the date of
grant (whether directly or by forgoing a right to receive a payment from the Company or any Affiliate).
2.30
“Greater Than 10% Stockholder” shall mean an individual then owning (within the
meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any
subsidiary corporation (as defined in Section 424(f) of the Code) or parent corporation thereof (as defined in Section 424(e) of the Code).
2.31
“Holder” shall mean a person who has been granted an Award.
2.32
“Incentive Stock Option” shall mean an Option that is intended to qualify as an
incentive stock option and conforms to the applicable provisions of Section 422 of the Code.
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2.33
“Non-Employee Director” shall mean a Director of the Company who is not an Employee.
2.34
“Non-Employee Director Equity Compensation Policy” shall have the meaning set
forth in Section 4.6.
2.35
“Non-Qualified Stock Option” shall mean an Option that is not an Incentive Stock
Option or which is designated as an Incentive Stock Option but does not meet the applicable requirements of Section 422 of the Code.
2.36
“Option” shall mean a right to purchase Shares at a specified exercise price,
granted under Article 6. An Option shall be either a Non-Qualified Stock Option or an Incentive Stock Option; provided,
however, that Options granted to Non-Employee Directors and Consultants shall only be Non-Qualified
Stock Options.
2.37
“Option Term” shall have the meaning set forth in Section 6.4.
2.38
“Parent” shall mean any entity (other than the Company), whether domestic or foreign,
in an unbroken chain of entities ending with the Company if each of the entities other than the Company beneficially owns, at the time
of the determination, securities or interests representing at least fifty percent (50%) of the total combined voting power of all classes
of securities or interests in one of the other entities in such chain.
2.39
“Performance Award” shall mean a cash bonus award, stock bonus award, performance
award or incentive award that is paid in cash, Shares or a combination of both, awarded under Section 10.1.
2.40 [Reserved].
2.41
“Performance Criteria” shall mean the criteria (and adjustments) that the Committee
selects for an Award for purposes of establishing the Performance Goal or Performance Goals for a Performance Period, determined as follows:
(a) The Performance Criteria
that may be used to establish Performance Goals are as follows: (i) net earnings or net income (in either case before or after one or
more of the following: (A) interest, (B) taxes, (C) depreciation and (D) amortization); (ii) adjusted net income or adjusted net earnings
(including earnings available for distribution); (iii) interest income or net interest income; (iv) revenue, earnings, or income from
mortgage banking activities; (v) taxable earnings or taxable income; (vi) REIT taxable earnings or REIT taxable income; (vii) gross or
net sales or revenue (including, without limitation, revenue from gains); (viii) operating earnings, income or profit; (ix) gross or net
profit or operating margin; (x) cash flow (including, but not limited to, operating cash flow and free cash flow); (xi) return on assets
(including adjusted return on assets); (xii) return on capital (including adjusted return on capital); (xiii) return on investment (including
adjusted return on investment); (xiv) return on equity or stockholders’ equity (including adjusted return on equity or stockholders’
equity); (xv) return on sales or revenue (including adjusted return on sales or revenue); (xvi) total stockholder return; (xvii) productivity
or efficiency; (xviii) expenses, including, without limitation, expenses associated with a particular administrative department, business
function or activity or expenses per loan or designated unit; (xix) working capital; (xx) any measure of revenue, sales, income, earnings,
or profit described in clauses (i) through (ix) measured on a per share basis (basic or diluted) or per employee basis; (xxi) price per
share; (xxii) implementation or completion of designated projects or initiatives or milestones relating to any such projects or initiatives;
(xxiii) market share; (xxiv) dividends paid or payable; and (xxv) economic value (including economic profit), any of which may be measured
on an adjusted basis and/or either in absolute terms or as compared to any incremental increase or decrease or as compared to results
of a competitor or group of competitors, to results of a peer group, to market performance indicators or indices, or to other objective
benchmarks.
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(b) The Administrator, in its
sole discretion, may provide that one or more objectively determinable adjustments shall be made to one or more of the Performance Goals.
Such adjustments may include one or more of the following: (i) items related to a change in accounting principle; (ii) items relating
to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related
to acquisitions; (vi) items attributable to the business operations of any entity acquired by the Company during the Performance Period;
(vii) items related to the disposal of a business or segment of a business; (viii) items related to discontinued operations that do not
qualify as a segment of a business under Applicable Accounting Standards; (ix) items attributable to any stock dividend, stock split,
combination or exchange of stock occurring during the Performance Period; (x) any other items of significant income or expense which are
determined to be appropriate adjustments; (xi) items relating to unusual or extraordinary corporate transactions, events or developments,
(xii) items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core,
on-going business activities; (xiv) items related to acquired in-process research and development; (xv) items relating to changes in tax
laws; (xvi) items relating to major licensing or partnership arrangements; (xvii) items relating to asset impairment charges; (xviii)
items relating to gains or losses for litigation, arbitration and contractual settlements; or (xix) items relating to any other unusual
or nonrecurring events or changes in Applicable Law, accounting principles or business conditions.
2.42
“Performance Goals” shall mean, for a Performance Period, one or more goals established
in writing by the Administrator for the Performance Period based upon one or more Performance Criteria. Depending on the Performance Criteria
used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the performance
of a division, business unit, or an individual. The achievement of each Performance Goal shall be determined, to the extent applicable,
with reference to Applicable Accounting Standards.
2.43
“Performance Period” shall mean one or more periods of time, which may be of varying
and overlapping durations, as the Administrator may select, over which the attainment of one or more Performance Goals will be measured
for the purpose of determining a Holder’s right to, and the payment of, an Award.
2.44
“Performance Stock Unit” shall mean a Performance Award awarded under Section
10.1 which is denominated in units of value including dollar value of Shares.
2.45
“Permitted Transferee” shall mean, with respect to a Holder, (i) any “family
member” of the Holder, as defined in the instructions to Form S-8 under the Securities Act, or (ii) with the prior approval of the
Administrator, (a) a trust for the benefit of one or more of the Holder or any “family member” of the Holder as defined in
clause (i) above, (b) a partnership, limited liability company or corporation in which the Holder or any “family member” of
Holder as defined in clause (i) above are the only partners, members or shareholders, or (c) a charitable organization or foundation.
2.46
“Plan” shall have the meaning set forth in Article 1.
2.47
“Prior Plan” shall have the meaning set forth in Article 1.
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2.48
“Program” shall mean any program adopted by the Administrator pursuant to the
Plan containing the terms and conditions intended to govern a specified type of Award granted under the Plan and pursuant to which such
type of Award may be granted under the Plan.
2.49
“Restricted Stock” shall mean Common Stock awarded under Article 8 that is subject
to certain restrictions and may be subject to risk of forfeiture or repurchase.
2.50
“Restricted Stock Units” shall mean the right to receive a grant that is denominated
in Shares (and payable in Shares, cash, or a combination thereof), awarded under Article 9.
2.51
“Securities Act” shall mean the Securities Act of 1933, as amended.
2.52
“Shares” shall mean shares of Common Stock.
2.53
“Stock Appreciation Right” shall mean a stock appreciation right granted under
Article 11.
2.54
“Stock Appreciation Right Term” shall have the meaning set forth in Section 11.4.
2.55
“Stock Payment” shall mean (a) a payment in the form of Shares, or (b) an option
or other right to purchase Shares, as part of a bonus, deferred compensation or other arrangement, awarded under Section 10.3.
2.56
“Subsidiary” shall mean 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 fifty percent (50%) of the total
combined voting power of all classes of securities or interests in one of the other entities in such chain.
2.57
“Substitute Award” shall mean an Award granted under the Plan upon the assumption
of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction,
such as a merger, combination, consolidation or acquisition of property or stock; provided,
however, that in no event shall the term “Substitute Award” be construed to refer
to an award made in connection with the cancellation and repricing of an Option or Stock Appreciation Right.
2.58
“Termination of Service” shall mean:
(a) As to a Consultant, the
time when the engagement of a Holder as a Consultant to the Company or an Affiliate is terminated for any reason, with or without cause,
including, without limitation, by resignation, discharge, death or retirement, but excluding terminations where the Consultant simultaneously
commences or remains in employment or service with the Company or any Affiliate.
(b) As to a Non-Employee Director,
the time when a Holder who is a Non-Employee Director ceases to be a Director for any reason, including, without limitation, a termination
by resignation, failure to be elected, death or retirement, but excluding terminations where the Holder simultaneously commences or remains
in employment or service with the Company or any Affiliate.
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(c) As to an Employee, the time
when the employee-employer relationship between a Holder and the Company or any Affiliate is terminated for any reason, including, without
limitation, a termination by resignation, discharge, death, disability or retirement; but excluding terminations where the Holder simultaneously
commences or remains in employment or service with the Company or any Affiliate.
The
Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to any Termination of Service,
including, without limitation, the question of whether a Termination of Service resulted from a discharge for cause and all questions
of whether particular leaves of absence constitute a Termination of Service; provided, however,
that, with respect to Incentive Stock Options, unless the Administrator otherwise provides in the terms of the Program, the Award Agreement
or otherwise, or as otherwise required by Applicable Law, a leave of absence, change in status from an employee to an independent contractor
or other change in the employee-employer relationship shall constitute a Termination of Service only if, and to the extent that, such
leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then-applicable
regulations and revenue rulings under said Section. For purposes of the Plan, a Holder’s employee-employer relationship or consultancy
relations shall be deemed to be terminated in the event that the Affiliate employing or contracting with such Holder ceases to remain
an Affiliate following any merger, sale of stock or other corporate transaction or event (including, without limitation, a spin-off).
ARTICLE 3.
SHARES SUBJECT TO THE PLAN
3.1
Number of Shares.
(a) Subject to adjustment as provided in Sections
3.1(b) and 14.2, a total of 29,533,956 Shares shall be authorized for Awards granted under the Plan, any or all of which may be delivered
upon the exercise of Incentive Stock Options.
(b) If any Shares subject to
an Award are forfeited or expire or an Award is settled for cash (in whole or in part) or otherwise does not result in the issuance of
all or a portion of the Shares subject to such Award.
(c) In the event that Shares
delivered (either actually or by attestation) to the Company by a Holder to satisfy any applicable tax withholding obligation with respect
to an Award, in either case, that is a Full Value Award (including Shares retained by the Company from the Award being purchased and/or
creating the tax obligation) will, as applicable, become or again be available for Award grants under the Plan. The payment of Dividend
Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the Shares available for issuance under the
Plan. Effective as of the Effective Date, and notwithstanding anything to the contrary contained herein, the following Shares shall not
be added to the Shares authorized for grant under Section 3.1(a) and shall not be available for future grants of Awards: (i) Shares subject
to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right on exercise
thereof; (ii) Shares purchased on the open market with the cash proceeds from the exercise of Options; and (iii) Shares delivered (either
by actual delivery or attestation) to the Company by a Holder to satisfy the applicable exercise price of an Option or Stock Appreciation
Right and/or to satisfy any applicable tax withholding obligation with respect to any such Award (including Shares retained by the Company
from such Award being exercised and/or creating the tax obligation). Further, notwithstanding the provisions of this Section 3.1(b), no
Shares may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive
stock option under Section 422 of the Code.
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(d)
Substitute Awards shall not reduce the Shares authorized for grant under the Plan, except that Shares acquired by exercise of substitute
Incentive Stock Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock
Options under the Plan. Additionally, in the event that a company acquired by the Company or any Affiliate or with which the Company or
any Affiliate combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such
acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent
appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine
the consideration payable to the holders of common stock of the entities party to such acquisition
or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan; provided
that Awards using such available Shares shall not be made after the date awards or grants could have been
made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not
employed by or providing services to the Company or its Affiliates immediately prior to such acquisition or combination.
3.2
Stock Distributed. Any Shares distributed pursuant to an Award may consist, in whole or in
part, of authorized and unissued Common Stock, treasury Common Stock or Common Stock purchased on the open market.
3.3
Limitation on Number of Shares Subject to Awards. Notwithstanding any provision in the Plan
to the contrary, and subject to Section 14.2, (a) the maximum aggregate number of Shares with respect to one or more Awards of Options
and/or Stock Appreciation Rights that may be granted to any one person during any calendar year shall be 2,000,000 Shares, (b) the maximum
aggregate number of Shares with respect to one or more Awards (other than Options and Stock Appreciation Rights) that are denominated
in Shares that may be granted to any one person during any calendar year shall be 2,000,000 Shares, (c) the maximum aggregate amount of
cash that may be paid in cash to any one person during any calendar year with respect to one or more Awards that are denominated in cash
shall be $10,000,000. In addition, notwithstanding any provision in the Plan to the contrary, the sum of any cash compensation and the
grant date fair value (as determined on the date of grant) of all Awards granted to any one Non-Employee Director during any calendar
year shall not exceed $600,000 (the “Director Limit”).
ARTICLE 4.
GRANTING OF AWARDS
4.1
Participation. The Administrator may, from time to time, select from among all Eligible Individuals,
those to whom an Award shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with
the requirements of the Plan. Except as provided in Section 4.6 regarding the grant of Awards pursuant to the Non-Employee Director Equity
Compensation Policy, no Eligible Individual shall have any right to be granted an Award pursuant to the Plan.
4.2
Award Agreement. Each Award shall be evidenced by an Award Agreement that sets forth the terms,
conditions and limitations for such Award, which may include the term of the Award, the provisions applicable in the event of the Holder’s
Termination of Service, and the Company’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an
Award. Award Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable
provisions of Section 422 of the Code.
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4.3
Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan,
the Plan, and any Award granted or awarded to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to
any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the
Exchange Act and any amendments thereto) that are requirements for the application of such exemptive rule. To the extent permitted by
Applicable Law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable
exemptive rule.
4.4
At-Will Employment; Voluntary Participation. Nothing in the Plan or in any Program or Award
Agreement hereunder shall confer upon any Holder any right to continue in the employ of, or as a Director or Consultant for, the Company
or any Affiliate, or shall interfere with or restrict in any way the rights of the Company and any Affiliate, which rights are hereby
expressly reserved, to discharge any Holder at any time for any reason whatsoever, with or without cause, and with or without notice,
or to terminate or change all other terms and conditions of employment or engagement, except to the extent expressly provided otherwise
in a written agreement between the Holder and the Company or any Affiliate. Participation by each Holder in the Plan shall be voluntary
and nothing in the Plan shall be construed as mandating that any Eligible Individual shall participate in the Plan.
4.5
Foreign Holders. Notwithstanding any provision of the Plan to the contrary, in order to comply
with the laws in countries other than the United States in which the Company and its Affiliates may operate or have Employees, Non-Employee
Directors or Consultants, or in order to comply with the requirements of any foreign securities exchange, the Administrator, in its sole
discretion, shall have the power and authority to: (a) determine which Affiliates shall be covered by the Plan; (b) determine which Eligible
Individuals outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted
to Eligible Individuals outside the United States to comply with applicable foreign laws or listing requirements of any such foreign securities
exchange; (d) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary
or advisable (any such subplans and/or modifications shall be attached to the Plan as appendices); provided,
however, that no such subplans and/or modifications shall increase the share limitations contained
in Sections 3.1 and 3.3; and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply
with any necessary local governmental regulatory exemptions or approvals or listing requirements of any such foreign securities exchange.
Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate
Applicable Law. For purposes of the Plan, all references to foreign laws, rules, regulations or taxes shall be references to the laws,
rules, regulations and taxes of any applicable jurisdiction other than the United States or a political subdivision thereof.
4.6
Non-Employee Director Awards. The Administrator, in its sole discretion, may provide that
Awards granted to Non-Employee Directors shall be granted pursuant to a written nondiscretionary formula established by the Administrator
(the “Non-Employee Director Equity Compensation Policy”), subject to the limitations
of the Plan. The Non-Employee Director Equity Compensation Policy shall set forth the type of Award(s) to be granted to Non-Employee Directors,
the number of Shares to be subject to Non-Employee Director Awards, the conditions on which such Awards shall be granted, become exercisable
and/or payable and expire, and such other terms and conditions as the Administrator shall determine in its sole discretion. The Non-Employee
Director Equity Compensation Policy may be modified by the Administrator from time to time in its sole discretion.
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4.7
Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the sole discretion
of the Administrator, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards
granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant
of such other Awards.
ARTICLE 5.
[RESERVED]
ARTICLE 6.
GRANTING OF OPTIONS
6.1
Granting of Options to Eligible Individuals. The Administrator is authorized to grant Options
to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it may determine, which shall not be
inconsistent with the Plan.
6.2
Qualification of Incentive Stock Options. No Incentive Stock Option shall be granted to any
person who is not an Employee of the Company or any subsidiary corporation (as defined in Section 424(f) of the Code) of the Company.
No person who qualifies as a Greater Than 10% Stockholder may be granted an Incentive Stock Option unless such Incentive Stock Option
conforms to the applicable provisions of Section 422 of the Code. Any Incentive Stock Option granted under the Plan may be modified by
the Administrator, with the consent of the Holder, to disqualify such Option from treatment as an “incentive stock option”
under Section 422 of the Code. To the extent that the aggregate Fair Market Value of stock with respect to which “incentive stock
options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the
first time by a Holder during any calendar year under the Plan, and all other plans of the Company and any parent or subsidiary corporation
thereof (each as defined in Section 424(e) and 424(f) of the Code, respectively), exceeds $100,000, the Options shall be treated as Non-Qualified
Stock Options to the extent required by Section 422 of the Code. The rule set forth in the immediately preceding sentence shall be applied
by taking Options and other “incentive stock options” into account in the order in which they were granted and the Fair Market
Value of stock shall be determined as of the time the respective options were granted.
6.3
Option Exercise Price. The exercise price per Share subject to each Option shall be set by
the Administrator, but shall not be less than 100% of the Fair Market Value of a Share on the date the Option is granted (or, as to Incentive
Stock Options, on the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). In addition, in the
case of Incentive Stock Options granted to a Greater Than 10% Stockholder, such price shall not be less than 110% of the Fair Market Value
of a Share on the date the Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of
the Code).
6.4
Option Term. The term of each Option (the “Option Term”)
shall be set by the Administrator in its sole discretion; provided, however,
that the Option Term shall not be more than ten (10) years from the date the Option is granted, or five (5) years from the date an Incentive
Stock Option is granted to a Greater Than 10% Stockholder. The Administrator shall determine the time period, including the time period
following a Termination of Service, during which the Holder has the right to exercise the vested Options, which time period may not extend
beyond the last day of the Option Term. Except as limited by the requirements of Section 409A or Section 422 of the Code and regulations
and rulings thereunder and the first sentence of this Section 6.4, the Administrator may extend the Option Term of any outstanding Option,
and may extend the time period during which vested Options may be exercised, in connection with any Termination of Service of the Holder,
and may amend, subject to Section 14.1, any other term or condition of such Option relating to such a Termination of Service.
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6.5
Option Vesting.
(a) The period during which
the right to exercise, in whole or in part, an Option vests in the Holder shall be set by the Administrator and the Administrator may
determine that an Option may not be exercised in whole or in part for a specified period after it is granted. Such vesting may be based
on service with the Company or any Affiliate, any of the Performance Criteria, or any other criteria selected by the Administrator, and,
except as limited by the Plan, at any time after the grant of an Option, the Administrator, in its sole discretion and subject to whatever
terms and conditions it selects, may accelerate the period during which an Option vests.
(b) No portion of an Option
which is unexercisable at a Holder’s Termination of Service shall thereafter become exercisable, except as may be otherwise provided
by the Administrator either in the applicable Program, the Award Agreement evidencing the grant of an Option, or by action of the Administrator
following the grant of the Option. Unless otherwise determined by the Administrator in the Award Agreement or by action of the Administrator
following the grant of the Option, the portion of an Option that is unexercisable at a Holder’s Termination of Service shall automatically
expire thirty (30) days following such Termination of Service.
6.6
Substitute Awards. Notwithstanding the foregoing provisions of this Article 6 to the contrary,
in the case of an Option that is a Substitute Award, the price per share of the Shares subject to such Option may be less than the Fair
Market Value per share on the date of grant; provided that the excess of: (a) the aggregate
Fair Market Value (as of the date such Substitute Award is granted) of the Shares subject to the Substitute Award, over (b) the aggregate
exercise price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction
giving rise to the Substitute Award, such fair market value to be determined by the Administrator) of the shares of the predecessor entity
that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate exercise price of such shares.
ARTICLE 7.
EXERCISE OF OPTIONS
7.1
Partial Exercise. An exercisable Option may be exercised in whole or in part. However, an
Option shall not be exercisable with respect to fractional Shares and the Administrator may require that, by the terms of the Option,
a partial exercise must be with respect to a minimum number of Shares.
7.2
Manner of Exercise. All or a portion of an exercisable Option shall be deemed exercised upon
delivery of all of the following to the Secretary of the Company, the stock administrator of the Company or such other person or entity
designated by the Administrator, or his, her or its office, as applicable:
(a) A written or electronic
notice complying with the applicable rules established by the Administrator stating that the Option, or a portion thereof, is exercised.
The notice shall be signed by the Holder or other person then entitled to exercise the Option or such portion of the Option;
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(b) Such representations and
documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with Applicable Law. The Administrator,
in its sole discretion, may also take whatever additional actions it deems appropriate to effect such compliance including, without limitation,
placing legends on share certificates and issuing stop-transfer notices to agents and registrars;
(c) In the event that the Option
shall be exercised pursuant to Section 12.3 by any person or persons other than the Holder, appropriate proof of the right of such person
or persons to exercise the Option, as determined in the sole discretion of the Administrator; and
(d) Full payment of the exercise
price and applicable withholding taxes to the stock administrator of the Company for the Shares with respect to which the Option, or portion
thereof, is exercised, in a manner permitted by Sections 12.1 and 12.2.
7.3
Notification Regarding Disposition. The Holder shall give the Company prompt written or electronic
notice of any disposition of Shares acquired by exercise of an Incentive Stock Option which occurs within (a) two years from the date
of granting (including the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) such Option to
such Holder, or (b) one year after the transfer of such Shares to such Holder.
ARTICLE 8.
AWARD OF RESTRICTED STOCK
8.1
Award of Restricted Stock.
(a) The Administrator is authorized
to grant Restricted Stock to Eligible Individuals, and shall determine the terms and conditions, including the restrictions applicable
to each award of Restricted Stock, which terms and conditions shall not be inconsistent with the Plan, and may impose such conditions
on the issuance of such Restricted Stock as it deems appropriate.
(b)
The Administrator shall establish the purchase price, if any, and form of payment for Restricted Stock; provided,
however, that if a purchase price is charged, such purchase price shall be no less than the
par value, if any, of the Shares to be purchased, unless otherwise permitted by Applicable Law. In all cases, legal consideration shall
be required for each issuance of Restricted Stock.
8.2
Rights as Stockholders. Subject to Section 8.4, upon issuance of Restricted Stock, the Holder
shall have, unless otherwise provided by the Administrator, all the rights of a stockholder with respect to said Shares, subject to the
restrictions in the applicable Program or in each individual Award Agreement, including the right to receive all dividends and other distributions
paid or made with respect to the Shares; provided, however,
that, in the sole discretion of the Administrator, any extraordinary distributions with respect to the Shares shall be subject to the
restrictions set forth in Section 8.3. In addition, with respect to a share of Restricted Stock with performance-based vesting, dividends
which are paid to other stockholders prior to vesting shall only be paid out to the Holder to the extent that the performance-based vesting
conditions are subsequently satisfied and if/when the share of Restricted Stock vests.
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8.3
Restrictions. All shares of Restricted Stock (including any shares received by Holders thereof
with respect to shares of Restricted Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall,
in the terms of the applicable Program or in each individual Award Agreement, be subject to such restrictions and vesting requirements
as the Administrator shall provide. Such restrictions may include, without limitation, restrictions concerning voting rights and transferability
and such restrictions may lapse separately or in combination at such times and pursuant to such circumstances or based on such criteria
as selected by the Administrator, including, without limitation, criteria based on the Holder’s duration of employment, directorship
or consultancy with the Company, the Performance Criteria, Company performance, individual performance or other criteria selected by the
Administrator. By action taken after the Restricted Stock is issued, the Administrator may, on such terms and conditions as it may determine
to be appropriate, accelerate the vesting of such Restricted Stock by removing any or all of the restrictions imposed by the terms of
the applicable Program or Award Agreement. Restricted Stock may not be sold or encumbered until all restrictions are terminated or expire.
8.4
Repurchase or Forfeiture of Restricted Stock. Except as otherwise determined by the Administrator
at the time of the grant of the Award or thereafter, if no price was paid by the Holder for the Restricted Stock, upon a Termination of
Service during the applicable restriction period, the Holder’s rights in unvested Restricted Stock then subject to restrictions
shall lapse, and such Restricted Stock shall be surrendered to the Company and cancelled without consideration. If a price was paid by
the Holder for the Restricted Stock, upon a Termination of Service during the applicable restriction period, the Company shall have the
right to repurchase from the Holder the unvested Restricted Stock then subject to restrictions at a cash price per share equal to the
price paid by the Holder for such Restricted Stock or such other amount as may be specified in the applicable Program or Award Agreement.
Notwithstanding the foregoing, the Administrator, in its sole discretion, may provide that upon certain events, including a Change in
Control, the Holder’s death, retirement or disability or any other specified Termination of Service or any other event, the Holder’s
rights in unvested Restricted Stock shall not lapse, such Restricted Stock shall vest and, if applicable, the Company shall not have a
right of repurchase.
8.5
Certificates for Restricted Stock. Restricted Stock granted pursuant to the Plan may be evidenced
in such manner as the Administrator shall determine. Certificates or book entries evidencing shares of Restricted Stock shall include
an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock. The Company, in its sole
discretion, may (a) retain physical possession of any stock certificate evidencing shares of Restricted Stock until the restrictions thereon
shall have lapsed and/or (b) require that the stock certificates evidencing shares of Restricted Stock be held in custody by a designated
escrow agent (which may but need not be the Company) until the restrictions thereon shall have lapsed, and that the Holder deliver a stock
power, endorsed in blank, relating to such Restricted Stock.
8.6
Section 83(b) Election. If a Holder makes an election under Section 83(b) of the Code to be
taxed with respect to the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon
which the Holder would otherwise be taxable under Section 83(a) of the Code, the Holder shall be required to deliver a copy of such election
to the Company promptly after filing such election with the Internal Revenue Service along with proof of the timely filing thereof with
the Internal Revenue Service.
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ARTICLE 9.
AWARD OF RESTRICTED STOCK UNITS
9.1
Grant of Restricted Stock Units. The Administrator is authorized to grant Awards of Restricted
Stock Units to any Eligible Individual selected by the Administrator in such amounts and subject to such terms and conditions as determined
by the Administrator.
9.2
Term. Except as otherwise provided herein, the term of a Restricted Stock Unit award shall
be set by the Administrator in its sole discretion.
9.3
Purchase Price. The Administrator shall specify the purchase price, if any, to be paid by
the Holder to the Company with respect to any Restricted Stock Unit award; provided, however,
that value of the consideration shall not be less than the par value of a Share, unless otherwise permitted by Applicable Law.
9.4
Vesting of Restricted Stock Units. At the time of grant, the Administrator shall specify the
date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting
as it deems appropriate, including, without limitation, vesting based upon the Holder’s duration of service to the Company or any
Affiliate, one or more Performance Criteria, Company performance, individual performance or other specific criteria, in each case on a
specified date or dates or over any period or periods, as determined by the Administrator.
9.5
Maturity and Payment. At the time of grant, the Administrator shall specify the maturity date
applicable to each grant of Restricted Stock Units, which shall be no earlier than the vesting date or dates of the Award and may be determined
at the election of the Holder (if permitted by the applicable Award Agreement); provided that,
except as otherwise determined by the Administrator, set forth in any applicable Award Agreement, and subject to compliance with Section
409A of the Code, in no event shall the maturity date relating to each Restricted Stock Unit occur following the later of (a) the 15th
day of the third month following the end of calendar year in which the applicable portion of the Restricted Stock Unit vests; or (b) the
15th day of the third month following the end of the Company’s fiscal year in which the applicable portion of the Restricted
Stock Unit vests. On the maturity date, the Company shall, subject to Section 12.4(e), transfer to the Holder one unrestricted, fully
transferable Share for each Restricted Stock Unit scheduled to be paid out on such date and not previously forfeited, or in the sole discretion
of the Administrator, an amount in cash equal to the Fair Market Value of such Shares on the maturity date or a combination of cash and
Common Stock as determined by the Administrator.
9.6
Payment upon Termination of Service. An Award of Restricted Stock Units shall only be payable
while the Holder is an Employee, a Consultant or a member of the Board, as applicable; provided,
however, that the Administrator, in its sole discretion, may provide (in an Award Agreement
or otherwise) that a Restricted Stock Unit award may be paid subsequent to a Termination of Service in certain events, including a Change
in Control, the Holder’s death, retirement or disability or any other specified Termination of Service.
9.7
No Rights as a Stockholder. Unless otherwise determined by the Administrator, a Holder of
Restricted Stock Units shall possess no incidents of ownership with respect to the Shares represented by such Restricted Stock Units,
unless and until such Shares are transferred to the Holder pursuant to the terms of this Plan and the Award Agreement.
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ARTICLE 10.
AWARD OF PERFORMANCE AWARDS, DIVIDEND EQUIVALENTS,
STOCK
PAYMENTS, DEFERRED STOCK UNITS
10.1
Performance Awards.
(a) The Administrator is authorized
to grant Performance Awards, including Awards of Performance Stock Units, to any Eligible Individual. The value of Performance Awards,
including Performance Stock Units, may be linked to any one or more of the Performance Criteria or other specific criteria determined
by the Administrator, in each case on a specified date or dates or over any period or periods and in such amounts as may be determined
by the Administrator. Performance Awards, including Performance Stock Unit awards may be paid in cash, Shares, or a combination of cash
and Shares, as determined by the Administrator.
(b) Without limiting Section
10.1(a), the Administrator may grant Performance Awards to any Eligible Individual in the form of a cash bonus payable upon the attainment
of objective Performance Goals, or such other criteria, whether or not objective, which are established by the Administrator, in each
case on a specified date or dates or over any period or periods determined by the Administrator.
10.2
Dividend Equivalents.
(a) Dividend Equivalents may
be granted by the Administrator based on dividends declared on the Common Stock, to be credited as of dividend payment dates with respect
to dividends with record dates that occur during the period between the date an Award is granted to a Holder and the date such Award vests,
is exercised, is distributed or expires, as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional
Shares by such formula and at such time and subject to such restrictions and limitations as may be determined by the Administrator. In
addition, Dividend Equivalents with respect to an Award with performance-based vesting that are based on dividends paid to other stockholders
prior to the vesting of such Award shall only be paid out to the Holder to the extent that the performance-based vesting conditions are
subsequently satisfied and if/when the Award vests.
(b) Notwithstanding the foregoing,
no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights.
10.3
Stock Payments. The Administrator is authorized to make Stock Payments to any Eligible Individual.
The number or value of Shares of any Stock Payment shall be determined by the Administrator and may be based upon one or more Performance
Criteria or any other specific criteria, including service to the Company or any Affiliate, determined by the Administrator. Shares underlying
a Stock Payment which is subject to a vesting schedule or other conditions or criteria set by the Administrator shall not be issued until
those conditions have been satisfied. Unless otherwise provided by the Administrator, a Holder of a Stock Payment shall have no rights
as a Company stockholder with respect to such Stock Payment until such time as the Stock Payment has vested and the Shares underlying
the Award have been issued to the Holder. Stock Payments may, but are not required to, be made in lieu of base salary, bonus, fees or
other cash compensation otherwise payable to such Eligible Individual.
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10.4
Deferred Stock Units. The Administrator is authorized to grant Deferred Stock Units to any
Eligible Individual. The number of Deferred Stock Units shall be determined by the Administrator and may (but is not required to) be based
on one or more Performance Criteria or other specific criteria, including service to the Company or any Affiliate, as the Administrator
determines, in each case on a specified date or dates or over any period or periods determined by the Administrator. Each Deferred Stock
Unit shall entitle the Holder thereof to receive one Share on the date the Deferred Stock Unit becomes vested or upon a specified settlement
date thereafter (which settlement date may (but is not required to) be the date of the Holder’s Termination of Service). Shares
underlying a Deferred Stock Unit award which is subject to a vesting schedule or other conditions or criteria set by the Administrator
shall not be issued until on or following the date that those conditions and criteria have been satisfied. Unless otherwise provided by
the Administrator, a Holder of Deferred Stock Units shall have no rights as a Company stockholder with respect to such Deferred Stock
Units until such time as the Award has vested and any other applicable conditions and/or criteria have been satisfied and the Shares underlying
the Award have been issued to the Holder.
10.5
Term. The term of a Performance Award, Dividend Equivalent award, Stock Payment award, and/or
Deferred Stock Unit award shall be established by the Administrator in its sole discretion.
10.6
Purchase Price. The Administrator may establish the purchase price of a Performance Award,
Shares distributed as a Stock Payment award, Shares distributed pursuant to a Deferred Stock Unit award; provided,
however, that value of the consideration shall not be less than the par value of a Share,
unless otherwise permitted by Applicable Law.
10.7
Termination of Service. A Performance Award, Stock Payment award, Dividend Equivalent award,
and/or Deferred Stock Unit award is distributable only while the Holder is an Employee, Director or Consultant, as applicable. The Administrator,
however, in its sole discretion, may provide that the Performance Award, Dividend Equivalent award, Stock Payment award, and/or Deferred
Stock Unit award may be distributed subsequent to a Termination of Service in certain events, including a Change in Control, the Holder’s
death, retirement or disability or any other specified Termination of Service.
ARTICLE 11.
AWARD OF STOCK APPRECIATION RIGHTS
11.1
Grant of Stock Appreciation Rights.
(a) The Administrator is authorized
to grant Stock Appreciation Rights to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as
it may determine, which shall not be inconsistent with the Plan.
(b) A Stock Appreciation Right
shall entitle the Holder (or other person entitled to exercise the Stock Appreciation Right pursuant to the Plan) to exercise all or a
specified portion of the Stock Appreciation Right (to the extent then exercisable pursuant to its terms) and to receive from the Company
an amount determined by multiplying the difference obtained by subtracting the exercise price per share of the Stock Appreciation Right
from the Fair Market Value on the date of exercise of the Stock Appreciation Right by the number of Shares with respect to which the Stock
Appreciation Right shall have been exercised, subject to any limitations the Administrator may impose. Except as described in (c) below,
the exercise price per Share subject to each Stock Appreciation Right shall be set by the Administrator, but shall not be less than 100%
of the Fair Market Value on the date the Stock Appreciation Right is granted.
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(c)
Notwithstanding the foregoing provisions of Section 11.1(b) to the contrary, in the case of a Stock Appreciation Right that is a Substitute
Award, the price per share of the Shares subject to such Stock Appreciation Right may be less than 100% of the Fair Market Value per share
on the date of grant; provided that the excess of: (i) the aggregate Fair Market Value (as
of the date such Substitute Award is granted) of the Shares subject to the Substitute Award, over (ii) the aggregate exercise price thereof
does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to
the Substitute Award, such fair market value to be determined by the Administrator) of the shares of the predecessor entity that were
subject to the grant assumed or substituted for by the Company, over (y) the aggregate exercise price of such shares.
11.2
Stock Appreciation Right Vesting.
(a) The period during which
the right to exercise, in whole or in part, a Stock Appreciation Right vests in the Holder shall be set by the Administrator and the Administrator
may determine that a Stock Appreciation Right may not be exercised in whole or in part for a specified period after it is granted. Such
vesting may be based on service with the Company or any Affiliate, any of the Performance Criteria, or any other criteria selected by
the Administrator. Except as limited by the Plan, at any time after grant of a Stock Appreciation Right, the Administrator, in its sole
discretion and subject to whatever terms and conditions it selects, may accelerate the period during which a Stock Appreciation Right
vests.
(b) No portion of a Stock Appreciation
Right which is unexercisable at a Holder’s Termination of Service shall thereafter become exercisable, except as may be otherwise
provided by the Administrator in the applicable Program, the Award Agreement evidencing the grant of a Stock Appreciation Right, or by
action of the Administrator following the grant of the Stock Appreciation Right.
11.3
Manner of Exercise. All or a portion of an exercisable Stock Appreciation Right shall be deemed
exercised upon delivery of all of the following to the Secretary of the Company, the stock administrator of the Company, or such other
person or entity designated by the Administrator, or his, her or its office, as applicable:
(a) A written or electronic
notice complying with the applicable rules established by the Administrator stating that the Stock Appreciation Right, or a portion thereof,
is exercised. The notice shall be signed by the Holder or other person then entitled to exercise the Stock Appreciation Right or such
portion of the Stock Appreciation Right;
(b) Such representations and
documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with Applicable Law. The Administrator,
in its sole discretion, may also take whatever additional actions it deems appropriate to effect such compliance, including, without limitation,
placing legends on share certificates and issuing stop-transfer notices to agents and registrars;
(c) In the event that the Stock
Appreciation Right shall be exercised pursuant to this Section 11.3 by any person or persons other than the Holder, appropriate proof
of the right of such person or persons to exercise the Stock Appreciation Right, as determined in the sole discretion of the Administrator;
and
(d) Full payment of the exercise
price and applicable withholding taxes to the stock administrator of the Company for the Shares with respect to which the Stock Appreciation
Right, or portion thereof, is exercised, in a manner permitted by Sections 12.1 and 12.2.
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11.4
Stock Appreciation Right Term. The term of each Stock Appreciation Right (the “Stock
Appreciation Right Term”) shall be set by the Administrator in its sole discretion; provided,
however, that the Stock Appreciation Right Term shall not be more than ten (10) years from
the date the Stock Appreciation Right is granted. The Administrator shall determine the time period, including the time period following
a Termination of Service, during which the Holder has the right to exercise the vested Stock Appreciation Rights, which time period may
not extend beyond the last day of the Stock Appreciation Right Term applicable to such Stock Appreciation Right. Except as limited by
the requirements of Section 409A of the Code and regulations and rulings thereunder and the first sentence of this Section 11.4, the Administrator
may extend the Stock Appreciation Right Term of any outstanding Stock Appreciation Right, and may extend the time period during which
vested Stock Appreciation Rights may be exercised, in connection with any Termination of Service of the Holder, and may amend, subject
to Section 14.1, any other term or condition of such Stock Appreciation Right relating to such a Termination of Service.
11.5
Payment. Payment of the amounts payable with respect to Stock Appreciation Rights pursuant
to this Article 11 shall be in cash, Shares (based on its Fair Market Value as of the date the Stock Appreciation Right is exercised),
or a combination of both, as determined by the Administrator.
ARTICLE 12.
ADDITIONAL TERMS OF AWARDS
12.1
Payment. The Administrator shall determine the methods by which payments by any Holder with
respect to any Awards granted under the Plan shall be made, including, without limitation: (a) cash or check, (b) Shares (including, in
the case of payment of the exercise price of an Award, Shares issuable pursuant to the exercise of the Award) or Shares held for such
period of time as may be required by the Administrator in order to avoid adverse accounting consequences, in each case, having a Fair
Market Value on the date of delivery equal to the aggregate payments required, (c) delivery of a written or electronic notice that the
Holder has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable upon exercise or vesting
of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction
of the aggregate payments required; provided that payment of such proceeds is then made to
the Company upon settlement of such sale, or (d) other form of legal consideration acceptable to the Administrator in its sole discretion.
The Administrator shall also determine the methods by which Shares shall be delivered or deemed to be delivered to Holders. Notwithstanding
any other provision of the Plan to the contrary, no Holder who is a Director or an “executive officer” of the Company within
the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under the Plan,
or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation
of Section 13(k) of the Exchange Act.
12.2
Tax Withholding. The Company or any Affiliate shall have the authority and the right to deduct
or withhold, or require a Holder to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including
the Holder’s FICA, employment tax or other social security contribution obligation) required by law to be withheld with respect
to any taxable event concerning a Holder arising as a result of the Plan. The Administrator, in its sole discretion and in satisfaction
of the foregoing requirement or in satisfaction of any additional tax withholding, cause the Company to, or allow a Holder to elect to
have the Company withhold Shares otherwise issuable under an Award (or allow the surrender of Shares). The number of Shares which may
be so withheld or surrendered shall be limited to the number of Shares which have a fair market value on the date of withholding or repurchase
no greater than the aggregate amount of such liabilities based on the maximum individual statutory withholding rates for the applicable
jurisdictions. The Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Code,
for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving
the sale of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.
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12.3
Transferability of Awards.
(a) Except as otherwise provided
in Section 12.3(b) and 12.3(c):
(i) No Award under the Plan
may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to
the consent of the Administrator, pursuant to a DRO, unless and until such Award has been exercised, or the Shares underlying such Award
have been issued, and all restrictions applicable to such Shares have lapsed;
(ii) No Award or interest
or right therein shall be liable for the debts, contracts or engagements of the Holder or the Holder’s successors in interest or
shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal
or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except
to the extent that such disposition is permitted by Section 12.3(a)(i); and
(iii) During the lifetime
of the Holder, only the Holder may exercise an Award (or any portion thereof) granted to such Holder under the Plan, unless it has been
disposed of pursuant to a DRO; after the death of the Holder, any exercisable portion of an Award may, prior to the time when such portion
becomes unexercisable under the Plan or the applicable Program or Award Agreement, be exercised by the Holder’s personal representative
or by any person empowered to do so under the deceased Holder’s will or under the then-applicable laws of descent and distribution.
(b)
Notwithstanding Section 12.3(a), the Administrator, in its sole discretion, may determine to permit a Holder to transfer an Award other
than an Incentive Stock Option to any one or more Permitted Transferees, subject to the following terms and conditions: (i) an Award transferred
to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent
and distribution or pursuant to a DRO; (ii) an Award transferred to a Permitted Transferee shall continue to be subject to all the terms
and conditions of the Award as applicable to the original Holder (other than the ability to further transfer the Award); (iii) the Holder
and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents
to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer
under Applicable Law and (C) evidence the transfer; and (iv) any transfer of an Award to a Permitted Transferee shall be without
consideration, except as required by Applicable Law.
(c)
Notwithstanding Section 12.3(a), a Holder may, in the manner determined by the Administrator, designate a beneficiary to exercise the
rights of the Holder and to receive any distribution with respect to any Award upon the Holder’s death. A beneficiary, legal guardian,
legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and
any Program or Award Agreement applicable to the Holder, except to the extent the Plan, the Program and the Award Agreement otherwise
provide, and to any additional restrictions deemed necessary or appropriate by the Administrator. If the Holder is married or a domestic
partner in a domestic partnership qualified under Applicable Law and resides in a community property state, a designation of a person
other than the Holder’s spouse or domestic partner, as applicable, as the Holder’s beneficiary with respect to more than 50%
of the Holder’s interest in the Award shall not be effective without the prior written or electronic consent of the Holder’s
spouse or domestic partner. If no beneficiary has been designated or survives the Holder, payment shall be made to the person entitled
thereto pursuant to the Holder’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation
may be changed or revoked by a Holder at any time; provided that the change or revocation
is filed with the Administrator prior to the Holder’s death.
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12.4
Conditions to Issuance of Shares.
(a) Notwithstanding anything
herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any book entries evidencing Shares
pursuant to the exercise of any Award, unless and until the Board or the Committee has determined, with advice of counsel, that the issuance
of such Shares is in compliance with Applicable Law and the Shares are covered by an effective registration statement or applicable exemption
from registration. In addition to the terms and conditions provided herein, the Board or the Committee may require that a Holder make
such reasonable covenants, agreements and representations as the Board or the Committee, in its sole discretion, deems advisable in order
to comply with Applicable Law.
(b) All share certificates delivered
pursuant to the Plan and all Shares issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions
as the Administrator deems necessary or advisable to comply with Applicable Law. The Administrator may place legends on any share certificate
or book entry to reference restrictions applicable to the Shares.
(c) The Administrator shall
have the right to require any Holder to comply with any timing or other restrictions with respect to the settlement, distribution or exercise
of any Award, including a window-period limitation, as may be imposed in the sole discretion of the Administrator.
(d) No fractional Shares shall
be issued and the Administrator, in its sole discretion, shall determine whether cash shall be given in lieu of fractional Shares or whether
such fractional Shares shall be eliminated by rounding down.
(e) Notwithstanding any other
provision of the Plan, unless otherwise determined by the Administrator or required by Applicable Law, the Company shall not deliver to
any Holder certificates evidencing Shares issued in connection with any Award and instead such Shares shall be recorded in the books of
the Company (or, as applicable, its transfer agent or stock plan administrator).
12.5
Forfeiture and Claw-Back Provisions. Pursuant to its general authority to determine the terms
and conditions applicable to Awards under the Plan, the Administrator shall have the right to provide, in an Award Agreement or otherwise,
or to require a Holder to agree by separate written or electronic instrument, that:
(a) (i) Any proceeds, gains
or other economic benefit actually or constructively received by the Holder upon any receipt or exercise of the Award, or upon the receipt
or resale of any Shares underlying the Award, shall be paid to the Company, and (ii) the Award shall terminate and any unexercised portion
of the Award (whether or not vested) shall be forfeited, if (x) a Termination of Service occurs prior to a specified date, or within a
specified time period following receipt or exercise of the Award, or (y) the Holder at any time, or during a specified time period, engages
in any activity in competition with the Company, or which is inimical, contrary or harmful to the interests of the Company, as further
defined by the Administrator or (z) the Holder incurs a Termination of Service for “cause” (as such term is defined in the
sole discretion of the Administrator, or as set forth in a written agreement relating to such Award between the Company and the Holder);
and
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(b) All Awards (including any
proceeds, gains or other economic benefit actually or constructively received by the Holder upon any receipt or exercise of any Award
or upon the receipt or resale of any Shares underlying the Award) shall be subject to the provisions of any claw-back policy implemented
by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of Applicable Law, including
without limitation the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder,
to the extent set forth in such claw-back policy and/or in the applicable Award Agreement.
12.6
Prohibition on Repricing. Subject to Section 14.2, the Administrator shall not, without the
approval of the stockholders of the Company, (i) authorize the amendment of any outstanding Option or Stock Appreciation Right to reduce
its price per share, (ii) cancel any Option or Stock Appreciation Right in exchange for cash or another Award when the Option or Stock
Appreciation Right price per share exceeds the Fair Market Value of the underlying Shares, or (iii) take any other action with respect
to an Option or Stock Appreciation Right that would be treated as a repricing under the rules and regulations of the principal United
States national securities exchange on which the Shares are traded.
12.7
Data Privacy. As a condition for receiving any Award, each Holder explicitly and unambiguously
consents to the collection, use and transfer, in electronic or other form, of personal data as described in this Section 12.7 by and among
the Company and its Subsidiaries and Affiliates exclusively for implementing, administering and managing the Holder’s participation
in the Plan. The Company and its Subsidiaries and Affiliates may hold certain personal information about a Holder, including the Holder’s
name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality;
job title(s); any Shares held in the Company or its Subsidiaries and Affiliates; and Award details, to implement, manage and administer
the Plan and Awards (the “Data”). The Company and its Subsidiaries and Affiliates
may transfer the Data amongst themselves as necessary to implement, administer and manage a Holder’s participation in the Plan,
and the Company and its Subsidiaries and Affiliates may transfer the Data to third parties assisting the Company with Plan implementation,
administration and management. These recipients may be located in the Holder’s country, or elsewhere, and the Holder’s country
may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Holder authorizes
such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage
the Holder’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company
or the Holder may elect to deposit any Shares. The Data related to a Holder will be held only as long as necessary to implement, administer,
and manage the Holder’s participation in the Plan. A Holder may, at any time, view the Data that the Company holds regarding such
Holder, request additional information about the storage and processing of the Data regarding such Holder, recommend any necessary corrections
to the Data regarding the Holder or refuse or withdraw the consents in this Section 12.7 in writing, without cost, by contacting the local
human resources representative. The Company may cancel Holder’s ability to participate in the Plan and, in the Administrator’s
sole discretion, the Holder may forfeit any outstanding Awards if the Holder refuses or withdraws the consents in this Section 12.7. For
more information on the consequences of refusing or withdrawing consent, Holders may contact their local human resources representative.
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ARTICLE 13.
ADMINISTRATION
13.1
Administrator. The Committee (or another committee or a subcommittee of the Board assuming
the functions of the Committee under the Plan) shall administer the Plan (except as otherwise permitted herein). To the extent necessary
to comply with Rule 16b-3 of the Exchange Act, then the Committee (or another committee or subcommittee of the Board assuming the functions
of the Committee under the Plan) shall take all action with respect to such Awards, and the individuals taking such action shall consist
solely of two or more Non-Employee Directors appointed by and holding office at the pleasure of the Board, each of whom is intended to
qualify as both a “non-employee director” as defined by Rule 16b-3 of the Exchange Act or any successor rule. Additionally,
to the extent required by Applicable Law, each of the individuals constituting the Committee (or another committee or subcommittee of
the Board assuming the functions of the Committee under the Plan) shall be an “independent director” under the rules of any
securities exchange or automated quotation system on which the Shares are listed, quoted or traded. Notwithstanding the foregoing, any
action taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of such action are later
determined not to have satisfied the requirements for membership set forth in this Section 13.1 or otherwise provided in any charter of
the Committee. Except as may otherwise be provided in any charter of the Committee, appointment of Committee members shall be effective
upon acceptance of appointment. Committee members may resign at any time by delivering written or electronic notice to the Board. Vacancies
in the Committee may only be filled by the Board. Notwithstanding the foregoing, (a) the full Board, acting by a majority of its members
in office, shall conduct the general administration of the Plan with respect to Awards granted to Non-Employee Directors and, with respect
to such Awards, the terms “Administrator” and “Committee” as used in the Plan shall be deemed to refer to the
Board and (b) the Board or Committee may delegate its authority hereunder to the extent permitted by Section 13.6.
13.2
Duties and Powers of Committee. It shall be the duty of the Committee to conduct the general
administration of the Plan in accordance with its provisions. The Committee shall have the power to interpret the Plan, the Program and
the Award Agreement, and to adopt such rules for the administration, interpretation and application of the Plan as are not inconsistent
therewith, to interpret, amend or revoke any such rules and to amend any Program or Award Agreement; provided that
the rights or obligations of the Holder of the Award that is the subject of any such Program or Award Agreement are not affected adversely
by such amendment, unless the consent of the Holder is obtained or such amendment is otherwise permitted under Section 12.5 or Section
14.10. Any such grant or award under the Plan need not be the same with respect to each Holder. Any such interpretations and rules with
respect to Incentive Stock Options shall be consistent with the provisions of Section 422 of the Code. In its sole discretion, the Board
may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan except with respect to matters
which under Rule 16b-3 under the Exchange Act or any successor rule, or the rules of any securities exchange or automated quotation system
on which the Shares are listed, quoted or traded are required to be determined in the sole discretion of the Committee.
13.3
Action by the Committee. Unless otherwise established by the Board or in any charter of the
Committee, a majority of the Committee shall constitute a quorum and the acts of a majority of the members present at any meeting at which
a quorum is present, and acts approved in writing by all members of the Committee in lieu of a meeting, shall be deemed the acts of the
Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that
member by any officer or other employee of the Company or any Affiliate, the Company’s independent certified public accountants,
or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.
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13.4
Authority of Administrator. Subject to the Company’s Bylaws, the Committee’s Charter
and any specific designation in the Plan, the Administrator has the exclusive power, authority and sole discretion to:
(a) Designate Eligible Individuals
to receive Awards;
(b) Determine the type or types
of Awards to be granted to each Eligible Individual;
(c) Determine the number of
Awards to be granted and the number of Shares to which an Award will relate;
(d) Determine the terms and
conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, purchase price,
any Performance Criteria, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or
restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any provisions related to non-competition and
recapture of gain on an Award, based in each case on such considerations as the Administrator in its sole discretion determines;
(e) Determine whether, to what
extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may be paid in cash, Shares,
other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;
(f) Prescribe the form of each
Award Agreement, which need not be identical for each Holder;
(g) Decide all other matters
that must be determined in connection with an Award;
(h) Establish, adopt, or revise
any rules and regulations as it may deem necessary or advisable to administer the Plan;
(i) Interpret the terms of,
and any matter arising pursuant to, the Plan, any Program or any Award Agreement;
(j) Make all other decisions
and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable to administer the Plan;
and
(k) Accelerate wholly or partially
the vesting or lapse of restrictions of any Award or portion thereof at any time after the grant of an Award, subject to whatever terms
and conditions it selects and Section 14.2.
13.5
Decisions Binding. The Administrator’s interpretation of the Plan, any Awards granted
pursuant to the Plan, any Program, any Award Agreement and all decisions and determinations by the Administrator with respect to the Plan
are final, binding and conclusive on all parties.
13.6
Delegation of Authority. To the extent permitted by Applicable Law, the Board or Committee
may from time to time delegate to a committee of one or more members of the Board or one or more officers of the Company the authority
to grant or amend Awards or to take other administrative actions pursuant to this Article 13; provided,
however, that in no event shall an officer of the Company be delegated the authority to grant awards
to, or amend awards held by, the following individuals: (a) individuals who are subject to Section 16 of the Exchange Act, or (b) officers
of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder; provided,
further, that any delegation of administrative authority shall only be permitted to the extent
it is permissible under Applicable Law. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee
specifies at the time of such delegation, and the Board may at any time rescind the authority so delegated or appoint a new delegatee.
At all times, the delegatee appointed under this Section 13.6 shall serve in such capacity at the pleasure of the Board and the Committee,
as applicable, and the Board or the Committee may abolish any committee at any time and/or re-vest in itself any previously delegated
authority.
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ARTICLE 14.
MISCELLANEOUS PROVISIONS
14.1
Amendment, Suspension or Termination of the Plan. Except as otherwise provided in this Section
14.1, the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the
Board or the Committee. However, without approval of the Company’s stockholders given within twelve (12) months before or after
the action by the Administrator, no action of the Administrator may, except as provided in Section 14.2, (a) increase the limits imposed
in Section 3.1 on the maximum number of Shares which may be issued under the Plan or increase the Director Limit, (b) reduce the price
per share of any outstanding Option or Stock Appreciation Right granted under the Plan or take any action prohibited under Section 12.6,
or (c) cancel any Option or Stock Appreciation Right in exchange for cash or another Award when the Option or Stock Appreciation Right
price per share exceeds the Fair Market Value of the underlying Shares. Except as provided in Section 12.5 and Section 14.10, no amendment,
suspension or termination of the Plan shall, without the consent of the Holder, impair any rights or obligations under any Award theretofore
granted or awarded, unless the Award itself otherwise expressly so provides. No Awards may be granted or awarded during any period of
suspension or after termination of the Plan, and notwithstanding anything herein to the contrary, in no event may any Award be granted
under the Plan after the tenth (10th) anniversary of the Effective Date (the “Expiration Date”).
Any Awards that are outstanding on the Expiration Date shall remain in force according to the terms of the Plan and the applicable Award
Agreement.
14.2
Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events.
(a) In the event of any stock
dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends)
of Company assets to stockholders, or any other change affecting the Shares of the Company’s stock or the share price of the Company’s
stock other than an Equity Restructuring, the Administrator may make equitable adjustments, if any, to reflect such change with respect
to: (i) the aggregate number and kind of Shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations
in Sections 3.1 and 3.3 on the maximum number and kind of Shares which may be issued under the Plan, and adjustments of the Award Limit
or Director Limit); (ii) the number and kind of Shares (or other securities or property) subject to outstanding Awards; (iii) the number
and kind of Shares (or other securities or property) for which automatic grants are subsequently to be made to new and continuing Non-Employee
Directors pursuant to Section 4.6; (iv) the terms and conditions of any outstanding Awards (including, without limitation, any applicable
performance targets or criteria with respect thereto); and (v) the grant or exercise price per share for any outstanding Awards under
the Plan.
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(b) In the event of any transaction
or event described in Section 14.2(a) or any unusual or nonrecurring transactions or events affecting the Company, any Affiliate of the
Company, or the financial statements of the Company or any Affiliate, or of changes in Applicable Law or accounting principles, the Administrator,
in its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken
prior to the occurrence of such transaction or event and either automatically or upon the Holder’s request, is hereby authorized
to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Award
under the Plan, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles:
(i) To provide for either
(A) termination of any such Award in exchange for an amount of cash, if any, equal to the amount that would have been attained upon the
exercise of such Award or realization of the Holder’s rights (and, for the avoidance of doubt, if as of the date of the occurrence
of the transaction or event described in this Section 14.2 the Administrator determines in good faith that no amount would have been attained
upon the exercise of such Award or realization of the Holder’s rights, then such Award may be terminated by the Company without
payment) or (B) the replacement of such Award with other rights or property selected by the Administrator, in its sole discretion, having
an aggregate value not exceeding the amount that could have been attained upon the exercise of such Award or realization of the Holder’s
rights had such Award been currently exercisable or payable or fully vested;
(ii) To provide that such
Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options,
rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments
as to the number and kind of shares and prices;
(iii) To make adjustments
in the number and type of Shares of the Company’s stock (or other securities or property) subject to outstanding Awards, and in
the number and kind of outstanding Restricted Stock and/or in the terms and conditions of (including the grant or exercise price), and
the criteria included in, outstanding Awards and Awards which may be granted in the future;
(iv) To provide that such
Award shall be exercisable or payable or fully vested with respect to all Shares covered thereby, notwithstanding anything to the contrary
in the Plan or the applicable Program or Award Agreement; and
(v) To provide that the Award
cannot vest, be exercised or become payable after such event.
(c) In connection with the occurrence
of any Equity Restructuring, and notwithstanding anything to the contrary in Section 14.2(a) and 14.2(b):
(i) The number and type of
securities subject to each outstanding Award and the exercise price or grant price thereof, if applicable, shall be equitably adjusted;
and/or
C-27
(ii) The Administrator shall
make such equitable adjustments, if any, as the Administrator, in its sole discretion, may deem appropriate to reflect such Equity Restructuring
with respect to the aggregate number and kind of Shares that may be issued under the Plan (including, but not limited to, adjustments
of the limitations in Sections 3.1 and 3.3 on the maximum number and kind of Shares which may be issued under the Plan, and adjustments
of the Award Limit or Director Limit). The adjustments provided under this Section 14.2(c) shall be nondiscretionary and shall be final
and binding on the affected Holder and the Company.
(d) Notwithstanding any other
provision of the Plan, in the event of a Change in Control, each outstanding Award shall continue in effect or be assumed or an equivalent
Award substituted by the successor corporation or a parent or subsidiary of the successor corporation.
(e) In the event that the successor
corporation in a Change in Control refuses to assume or substitute for the Award, the Administrator may cause any or all of such Awards
to become fully exercisable immediately prior to the consummation of such transaction and all forfeiture restrictions on any or all of
such Awards to lapse. If an Award is exercisable in lieu of assumption or substitution in the event of a Change in Control, the Administrator
shall notify the Holder that the Award shall be fully exercisable for a period of fifteen (15) days from the date of such notice, contingent
upon the occurrence of the Change in Control, and the Award shall terminate upon the expiration of such period.
(f)
For the purposes of this Section 14.2, an Award shall be considered assumed if, following the Change in Control, the Award confers the
right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether
stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held on the
effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders
of a majority of the outstanding Shares); provided, however,
that if such consideration received in the Change in Control was not solely common stock of the successor corporation or its parent, the
Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the
Award, for each Share subject to an Award, to be solely common stock of the successor corporation or its parent equal in fair market value
to the per-share consideration received by holders of Common Stock in the Change in Control.
(g) The Administrator, in its
sole discretion, may include such further provisions and limitations in any Award, agreement or certificate, as it may deem equitable
and in the best interests of the Company that are not inconsistent with the provisions of the Plan.
(h) No adjustment or action
described in this Section 14.2 or in any other provision of the Plan shall be authorized to the extent that such adjustment or action
would cause the Plan to violate Section 422(b)(1) of the Code. Furthermore, no such adjustment or action shall be authorized to the extent
such adjustment or action would result in short-swing profits liability under Section 16 or violate the exemptive conditions of Rule 16b-3
unless the Administrator determines that the Award is not to comply with such exemptive conditions.
(i) The existence of the Plan,
the Program, the Award Agreement and the Awards granted hereunder shall not affect or restrict in any way the right or power of the Company
or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s
capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, warrants or rights to
purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or
the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or
any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character
or otherwise.
C-28
(j) No action shall be taken
under this Section 14.2 which shall cause an Award to fail to be exempt from or comply with Section 409A of the Code or the Treasury Regulations
thereunder.
(k) In the event of any pending
stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends)
of Company assets to stockholders, or any other change affecting the Shares or the share price of the Common Stock including any Equity
Restructuring, for reasons of administrative convenience, the Company, in its sole discretion, may refuse to permit the exercise of any
Award during a period of up to thirty (30) days prior to the consummation of any such transaction.
14.3
Approval of Plan by Stockholders. The Plan (as amended and restated) will be submitted for
the approval of the Company’s stockholders within twelve (12) months after the date of the Board’s initial adoption of the
Plan (as amended and restated).
14.4
No Stockholders Rights. Except as otherwise provided herein, a Holder shall have none of the
rights of a stockholder with respect to Shares covered by any Award until the Holder becomes the record owner of such Shares.
14.5
Paperless Administration. In the event that the Company establishes, for itself or using the
services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet
website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Holder may be permitted through
the use of such an automated system.
14.6
Effect of Plan upon Other Compensation Plans. The adoption of the Plan (as amended and restated)
shall not affect any other compensation or incentive plans in effect for the Company or any Affiliate. Nothing in the Plan shall be construed
to limit the right of the Company or any Affiliate: (a) to establish any other forms of incentives or compensation for Employees, Directors
or Consultants of the Company or any Affiliate, or (b) to grant or assume options or other rights or awards otherwise than under the Plan
in connection with any proper corporate purpose including without limitation, the grant or assumption of options in connection with the
acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, partnership,
limited liability company, firm or association.
14.7
Compliance with Laws. The Plan, the granting and vesting of Awards under the Plan and the
issuance and delivery of Shares and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance
with all Applicable Law (including but not limited to state, federal and foreign securities law and margin requirements), and to such
approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable
in connection therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring such
securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary
or desirable to assure compliance with all Applicable Law. To the extent permitted by Applicable Law, the Plan and Awards granted or awarded
hereunder shall be deemed amended to the extent necessary to conform to Applicable Law.
C-29
14.8
Titles and Headings, References to Sections of the Code or Exchange Act. The titles and headings
of the Sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than
such titles or headings, shall control. References to sections of the Code or the Exchange Act shall include any amendment or successor
thereto.
14.9
Governing Law. The Plan and any agreements hereunder shall be administered, interpreted and
enforced under the internal laws of the State of Delaware without regard to conflicts of laws thereof or of any other jurisdiction.
14.10
Section 409A.
(a)
General. To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A of the Code,
the Program pursuant to which such Award is granted and the Award Agreement evidencing such Award shall incorporate the terms and conditions
required by Section 409A of the Code. To the extent applicable, the Plan, the Program and any Award Agreements shall be interpreted in
accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including
without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of
the Plan to the contrary, in the event that following the Effective Date the Administrator determines that any Award may be subject to
Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued
after the Effective Date), the Administrator may adopt such amendments to the Plan and the applicable Program and Award Agreement or adopt
other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that
the Administrator determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended
tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and
related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section.
(b)
Separation from Service. If an Award constitutes “nonqualified deferred compensation” under Section 409A of the Code, any
payment or settlement of such Award upon a Holder’s Termination of Service will, to the extent necessary to avoid taxes under Section
409A of the Code, be made only upon the Holder’s “separation from service” (within the meaning of Section 409A of the
Code), whether such “separation from service” occurs upon or after the Holder’s Termination of Service. For purposes
of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination
of employment” or like terms means a “separation from service.”
(c)
Payments to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified
deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A of
the Code and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to
avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation
from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award Agreement)
on the day immediately following such six-month period or as soon as administratively practicable thereafter (without interest). Any payments
of “nonqualified deferred compensation” under such Award payable more than six months following the Holder’s “separation
from service” will be paid at the time or times the payments are otherwise scheduled to be made.
C-30
14.11
No Rights to Awards. No Eligible Individual or other person shall have any claim to be granted
any Award pursuant to the Plan, and neither the Company nor the Administrator is obligated to treat Eligible Individuals, Holders or any
other persons uniformly.
14.12
Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive
compensation. With respect to any payments not yet made to a Holder pursuant to an Award, nothing contained in the Plan or any Program
or Award Agreement shall give the Holder any rights that are greater than those of a general creditor of the Company or any Affiliate.
14.13
Indemnification. To the extent allowable pursuant to Applicable Law, each member of the Committee
or of the Board shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon
or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may
be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any
and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided
he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he
or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled pursuant to the Company’s Articles of Incorporation or Bylaws,
as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.
14.14
Relationship to other Benefits. No payment pursuant to the Plan shall be taken into account
in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of
the Company or any Affiliate except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.
14.15
Expenses. The expenses of administering the Plan shall be borne by the Company and its Affiliates.
C-31
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