Form 8-K

8-K — ProPetro Holding Corp.

Accession: 0001104659-26-065695

Filed: 2026-05-22

Period: 2026-05-19

CIK: 0001680247

SIC: 1389 (OIL, GAS FIELD SERVICES, NBC)

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 — tm2615470d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2615470d1_ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2615470d1_8k.htm · Sequence: 1

false

0001680247

2026-05-19

iso4217:USD

xbrli:shares

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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

ProPetro

Holding Corp.

(Exact name of registrant

as specified in its charter)

Delaware

001-38035

26-3685382

(State

or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S.

Employer

Identification No.)

One Marienfeld Place

110 N. Marienfeld Street, Suite 300

Midland, TX

79701

(Address

of principal executive office)

(Zip

Code)

Registrant’s

telephone number, including area code: (432)

688-0012

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant

under any of the following provisions:

¨ Written

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

¨ Soliciting

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

¨ Pre-commencement

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

¨ Pre-commencement

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

Securities registered pursuant to

Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, par value $0.001 per share

PUMP

New

York Stock Exchange

Indicate by check mark whether the

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

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

Emerging

growth company ¨

If an emerging growth company, indicate by check mark if the

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

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On April 7, 2026, the Board of Directors of ProPetro

Holding Corp. (the “Company”) approved, subject to stockholder approval, the Third Amended and Restated ProPetro Holding Corp.

2020 Long Term Incentive Plan (the “A&R LTIP”). As further described below in Item 5.07, the Company’s stockholders

approved the A&R LTIP at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 19, 2026.

As a result, the A&R LTIP became effective on May 19, 2026.

The A&R LTIP increases the number of shares

of common stock available for issuance thereunder by 3,540,000, from 10,520,000 to 14,060,000, subject to the share recycling and adjustment

provisions of the A&R LTIP. All 14,060,000 shares will be available for issuance upon the exercise of incentive stock options. The

A&R LTIP also extends the term of the plan to the tenth anniversary of the Annual Meeting.

Consistent with the predecessor plan, the A&R

LTIP provides for potential grants of: (i) incentive stock options qualified as such under U.S. federal income tax laws (“ISOs”),

(ii) stock options that do not qualify as ISOs, (iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock units,

(vi) awards of vested stock, (vii) dividend equivalents, (viii) other stock-based or cash awards, and (ix) substitute awards. Employees,

non-employee directors, and other service providers of the Company and its affiliates are eligible to receive awards under the A&R

LTIP. Consistent with the predecessor plan, the A&R LTIP provides that, subject to certain exceptions, in a single calendar year,

a non-employee director may not be paid compensation, whether denominated in cash or awards, for such individual’s service on the

Board in excess of $500,000.

The material terms of the A&R LTIP are described

in more detail in the section entitled “Proposal 3: Approval of The Third Amended and Restated 2020 Long Term Incentive Plan”

of the Company’s definitive proxy statement for the Annual Meeting, which was filed with the United States Securities and Exchange

Commission on April 8, 2026 and is incorporated by reference herein (the “Proxy Statement”).

The foregoing description of the A&R LTIP

is qualified in its entirety by reference to the A&R LTIP, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated

by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Company’s Annual Meeting, on May

19, 2026, the Company’s stockholders elected each of the Company’s eight director nominees to serve until the Company’s

2027 Annual Meeting of Stockholders. Further, the Company’s stockholders approved on an advisory basis the compensation paid to

the Company’s named executive officers, as disclosed in the Proxy Statement. The Company’s stockholders also approved the

A&R LTIP and the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm

for the fiscal year ending December 31, 2026.

The final results of the voting on each matter

of business at the Annual Meeting are as follows:

Proposal 1 – Election of eight director

nominees to serve for a one-year term.

NOMINEES

FOR

WITHHOLD

BROKER NON-VOTES

Phillip A. Gobe

101,385,863

2,357,907

5,178,770

Samuel D. Sledge

102,659,459

1,084,311

5,178,770

Mark S. Berg

87,173,176

16,570,594

5,178,770

Anthony J. Best

100,956,242

2,787,528

5,178,770

G. Larry Lawrence

102,249,933

1,493,837

5,178,770

Mary P. Ricciardello

103,149,416

594,354

5,178,770

Michele Vion

101,751,929

1,991,841

5,178,770

Alex V. Volkov

94,348,357

9,395,413

5,178,770

Proposal 2 – Approval, on an advisory

basis, of the compensation of the Company’s named executive officers.

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

101,804,092

1,425,578

514,096

5,178,774

Proposal 3 – Approval of the Third Amended

and Restated 2020 Long-Term Incentive Plan.

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

100,353,756

2,874,263

515,748

5,178,773

Proposal 4 – Ratification of the appointment

of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

FOR

AGAINST

ABSTAIN

108,512,857

37,747

371,936

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.1#

Third Amended and Restated ProPetro Holding Corp. 2020 Long Term Incentive Plan.

104

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

# Compensatory plan, contract or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities

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

PROPETRO HOLDING CORP.

Date: May 22, 2026

By: /s/ John J. Mitchell

John J. Mitchell

General Counsel and Corporate Secretary

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2615470d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

THIRD AMENDED AND RESTATED

PROPETRO HOLDING CORP.

2020 LONG TERM INCENTIVE PLAN

Purpose. The purpose of the Third Amended and Restated ProPetro Holding Corp. 2020 Long Term Incentive Plan (the “Plan”)

is to provide a means through which (a) ProPetro Holding Corp., a Delaware corporation (the “Company”), and

the Affiliates may attract, retain and motivate qualified persons as employees, directors and consultants, thereby enhancing the profitable

growth of the Company and the Affiliates and (b) persons upon whom the responsibilities of the successful administration and management

of the Company and the Affiliates rest, and whose present and potential contributions to the Company and the Affiliates are of importance,

can acquire and maintain stock ownership or awards the value of which is tied to the performance of the Company, thereby strengthening

their concern for the Company and the Affiliates. Accordingly, the Plan provides for the grant of Options, SARs, Restricted Stock, Restricted

Stock Units, Stock Awards, Dividend Equivalents, Other Stock-Based Awards, Cash Awards, Substitute Awards, or any combination of the foregoing,

as determined by the Committee in its sole discretion.

Definitions. For purposes of the Plan, the following terms shall be defined as set forth below:

(a)

“Affiliate” means any corporation, partnership, limited liability company, limited liability partnership,

association, trust or other organization that, directly or indirectly, controls, is controlled by, or is under common control with, the

Company. For purposes of the preceding sentence, “control” (including, with correlative meanings, the terms “controlled

by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession,

directly or indirectly, of the power (i) to vote more than 50% of the securities having ordinary voting power for the election of directors

of the controlled entity or organization or (ii) to direct or cause the direction of the management and policies of the controlled entity

or organization, whether through the ownership of voting securities, by contract, or otherwise.

(b)

“ASC Topic 718” means the Financial Accounting Standards Board Accounting Standards Codification Topic

718, Compensation-Stock Compensation, as amended or any successor accounting standard.

(c)

“Award” means any Option, SAR, Restricted Stock, Restricted Stock Unit, Stock Award, Dividend Equivalent,

Other Stock-Based Award, Cash Award, or Substitute Award, together with any other right or interest, granted under the Plan.

(d)

“Award Agreement” means any written instrument (including any employment, severance or change in control

agreement) that sets forth the terms, conditions, restrictions and/or limitations applicable to an Award, in addition to those set forth

under the Plan.

(e)

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

(f)

“Cash Award” means an Award denominated in cash granted under Section 6(i).

(g)

“Change in Control” means, except as otherwise provided in an Award Agreement, each of the following:

(i)

A transaction or series of transactions (other than an offering of Stock to the general public through a registration statement

filed with the SEC) whereby any Person directly or indirectly acquires beneficial ownership (within the meaning of Rules 13d-3 and 13d-5

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; provided, however, that the following acquisitions shall not constitute a Change

in Control:

(A)

any acquisition by the Company or any of its Subsidiaries;

(B)

any acquisition by an employee benefit plan maintained by the Company or any of its Subsidiaries;

(C)

any acquisition which complies with Sections 2(g)(iii)(A), 2(g)(iii)(B), and 2(g)(iii)(C); or

(D)

in respect of an Award held by a particular Participant, any acquisition by the Participant or any group of Persons including the

Participant (or any entity controlled by the Participant or any group of Persons including the Participant); or

(ii)

The Incumbent Directors cease for any reason to constitute a majority of the Board;

(iii)

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, (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:

(A)

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”)) at

least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction,

and

(B)

after which no Person beneficially owns voting securities representing 50% or more of the combined voting power of the Successor

Entity; provided, however, that no Person shall be treated for purposes of this Section 2(g)(iii) as beneficially owning 50% 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; and

(C)

after which at least a majority of the members of the board of directors (or the analogous governing body) of the Successor Entity

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

(iv)

The date which is 10 business days prior to the completion of a liquidation or dissolution of the Company.

Notwithstanding the foregoing, if a Change in

Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides for the deferral of compensation

that is subject to the Nonqualified Deferred Compensation Rules, to the extent required to avoid the imposition of additional taxes under

such rules, the transaction or event described in subsection (i), (ii), (iii) or (iv) with respect to such Award (or portion thereof)

shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change

in control event,” as defined in Treasury Regulation § 1.409A-3(i)(5).

The Board shall have full and final authority,

which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above

definition, 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.

(h)

“Code” means the Internal Revenue Code of 1986, as amended from time to time, including the guidance

and regulations promulgated thereunder and successor provisions, guidance and regulations thereto.

(i)

“Committee” means a committee of two or more directors designated by the Board to administer the Plan;

provided, however, that, unless otherwise determined by the Board, the Committee shall consist solely of two or more Qualified Members.

(j)

“Dividend Equivalent” means a right, granted to an Eligible Person under Section 6(g), to receive cash,

Stock, other Awards or other property equal in value to dividends paid with respect to a specified number of shares of Stock.

(k)

“Effective Date” means May 19, 2026.

(l)

“Eligible Person” means any individual who, as of the date of grant of an Award, is an officer or employee

of the Company or of any Affiliate, and any other person who provides services to the Company or any Affiliate, including directors of

the Company; provided, however, that, any such individual must be an “employee” of the Company or any of its parents or subsidiaries

within the meaning of General Instruction A.1(a) to Form S-8 if such individual is granted an Award that may be settled in Stock. An employee

on leave of absence may be an Eligible Person.

(m)

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

guidance, rules and regulations promulgated thereunder and successor provisions, guidance, rules and regulations thereto.

(n)

“Fair Market Value” of a share of Stock means, as of any specified date, (i) if the Stock is listed on

a national securities exchange, the closing sales price of the Stock, as reported on the stock exchange composite tape on that date (or

if no sales occur on such date, on the last preceding date on which such sales of the Stock are so reported); (ii) if the Stock is not

traded on a national securities exchange but is traded over the counter on such date, the average between the reported high and low bid

and asked prices of Stock on the most recent date on which Stock was publicly traded on or preceding the specified date; or (iii) in the

event Stock is not publicly traded at the time a determination of its value is required to be made under the Plan, the amount determined

by the Committee in its discretion in such manner as it deems appropriate, taking into account all factors the Committee deems appropriate,

including the Nonqualified Deferred Compensation Rules. Notwithstanding this definition of Fair Market Value, with respect to one or more

Award types, or for any other purpose for which the Committee must determine the Fair Market Value under the Plan, the Committee may elect

to choose a different measurement date or methodology for determining Fair Market Value so long as the determination is consistent with

the Nonqualified Deferred Compensation Rules and all other applicable laws and regulations.

(o)

“Incumbent Directors” shall mean for any period of 12 consecutive months, individuals who, at the beginning

of such period, constitute the Board together with any new members of the Board (other than a member of the Board designated by a Person

who shall have entered into an agreement with the Company to effect a transaction described in Section 2(g)(i) or 2(g)(iii)) whose election

or nomination for election to the Board was approved by a vote of at least a majority (either by a specific vote or by approval of the

proxy statement of the Company in which such Person is named as a nominee for member of the Board without objection to such nomination)

of the members of the Board then still in office who either were members of the Board at the beginning of the 12-month period or whose

election or nomination for election was previously so approved. No individual initially elected or nominated as a member of the Board

of the Company as a result of an actual or threatened election contest with respect to members of the Board or as a result of any other

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

(p)

“ISO” means an Option intended to be and designated as an “incentive stock option” within

the meaning of Section 422 of the Code.

(q)

“Nonqualified Deferred Compensation Rules” means the limitations and requirements of Section 409A of

the Code, as amended from time to time, including the guidance and regulations promulgated thereunder and successor provisions, guidance

and regulations thereto.

(r)

“Nonstatutory Option” means an Option that is not an ISO.

(s)

“Option” means a right, granted to an Eligible Person under Section 6(b), to purchase Stock at a specified

price during specified time periods, which may either be an ISO or a Nonstatutory Option.

(t)

“Other Stock-Based Award” means an Award granted to an Eligible Person under Section 6(h).

(u)

“Participant” means a person who has been granted an Award under the Plan that remains outstanding, including

a person who is no longer an Eligible Person.

(v)

“Person” means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of

the Exchange Act.

(w)

“Prior Plan” means the ProPetro Holding Corp. 2017 Incentive Award Plan.

(x)

“Qualified Member” means a member of the Board who is (i) a “non-employee director” within

the meaning of Rule 16b-3(b)(3), and (ii) “independent” under the listing standards or rules of the securities exchange upon

which the Stock is traded, but only to the extent such independence is required in order to take the action at issue pursuant to such

standards or rules.

(y)

“Restricted Stock” means Stock granted to an Eligible Person under Section 6(d) that is subject to certain

restrictions and to a risk of forfeiture.

(z)

“Restricted Stock Unit” means a right, granted to an Eligible Person under Section 6(e), to receive Stock,

cash or a combination thereof at the end of a specified period (which may or may not be coterminous with the vesting schedule of the Award).

(aa)

“Rule 16b-3” means Rule 16b-3, promulgated by the SEC under Section 16 of the Exchange Act.

(bb)

“SAR” means a stock appreciation right granted to an Eligible Person under Section 6(c).

(cc)

“SEC” means the Securities and Exchange Commission.

(dd)

“Securities Act” means the Securities Act of 1933, as amended from time to time, including the guidance,

rules and regulations promulgated thereunder and successor provisions, guidance, rules and regulations thereto.

(ee)

“Stock” means the Company’s Common Stock, par value $0.001 per share, and such other securities

as may be substituted (or re-substituted) for Stock pursuant to Section 8.

(ff)

“Stock Award” means unrestricted shares of Stock granted to an Eligible Person under Section 6(f).

(gg)

“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.

(hh)

“Substitute Award” means an Award granted under Section 6(j).

Administration.

(a)

Authority of the Committee. The Plan shall be administered by the Committee except to the extent the Board elects to administer

the Plan, in which case references herein to the “Committee” shall be deemed to include references to the “Board.”

Subject to the express provisions of the Plan, Rule 16b-3 and other applicable laws, the Committee shall have the authority, in its sole

and absolute discretion, to:

(i)

designate Eligible Persons as Participants;

(ii)

determine the type or types of Awards to be granted to an Eligible Person;

(iii)

determine the number of shares of Stock or amount of cash to be covered by Awards;

(iv)

determine the terms and conditions of any Award, including whether, to what extent and under what circumstances Awards may be vested,

settled, exercised, cancelled or forfeited (including conditions based on continued employment or service requirements or the achievement

of one or more performance goals);

(v)

modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting,

waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versa),

early termination of a performance period, or modification of any other condition or limitation regarding an Award;

(vi)

determine the treatment of an Award upon a termination of employment or other service relationship;

(vii)

impose a holding period with respect to an Award or the shares of Stock received in connection with an Award;

(viii)

interpret and administer the Plan and any Award Agreement;

(ix)

correct any defect, supply any omission or reconcile any inconsistency in the Plan, in any Award, or in any Award Agreement; and

(x)

make any other determination and take any other action that the Committee deems necessary or desirable for the administration of

the Plan.

The express grant of any specific power to the

Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee.

Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, Affiliates, stockholders, Participants,

beneficiaries, and permitted transferees under Section 7(a) or other persons claiming rights from or through a Participant.

(b)

Exercise of Committee Authority. At any time that a member of the Committee is not a Qualified Member, any action of the Committee

relating to an Award granted or to be granted to an Eligible Person who is then subject to Section 16 of the Exchange Act in respect of

the Company where such action is not taken by the full Board may be taken either (i) by a subcommittee, designated by the Committee, composed

solely of two or more Qualified Members, or (ii) by the Committee but with each such member who is not a Qualified Member abstaining or

recusing himself or herself from such action; provided, however, that upon such abstention or recusal, the Committee remains composed

solely of two or more Qualified Members. Such action, authorized by such a subcommittee or by the Committee upon the abstention or recusal

of such non-Qualified Member(s), shall be the action of the Committee for purposes of the Plan. For the avoidance of doubt, the full Board

may take any action relating to an Award granted or to be granted to an Eligible Person who is then subject to Section 16 of the Exchange

Act in respect of the Company.

(c)

Delegation of Authority. The Committee may delegate any or all of its powers and duties under the Plan to a subcommittee of directors

or to any officer of the Company, including the power to perform administrative functions and grant Awards; provided, that such delegation

does not (i) violate state or corporate law, or (ii) result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participants

subject to Section 16 of the Exchange Act in respect of the Company. Upon any such delegation, all references in the Plan to the “Committee,”

other than in Section 8, shall be deemed to include any subcommittee or officer of the Company to whom such powers have been delegated

by the Committee. Any such delegation shall not limit the right of such subcommittee members or such an officer to receive Awards; provided,

however, that such subcommittee members and any such officer may not grant Awards to himself or herself, a member of the Board, or any

executive officer of the Company or an Affiliate, or take any action with respect to any Award previously granted to himself or herself,

a member of the Board, or any executive officer of the Company or an Affiliate. The Committee may also appoint agents who are not executive

officers of the Company or members of the Board to assist in administering the Plan, provided, however, that such individuals may not

be delegated the authority to grant or modify any Awards that will, or may, be settled in Stock.

(d)          Limitation of Liability. The Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report

or other information furnished to him or her by any officer or employee of the Company or any Affiliate, the Company’s legal counsel,

independent auditors, consultants or any other agents assisting in the administration of the Plan. Members of the Committee and any officer

or employee of the Company or any Affiliate acting at the direction or on behalf of the Committee shall not be personally liable for any

action or determination taken or made in good faith with respect to the Plan, and shall, to the fullest extent permitted by law, be indemnified

and held harmless by the Company with respect to any such action or determination.

(e)

Participants in Non-U.S. Jurisdictions. Notwithstanding any provision of the Plan to the contrary, to comply with applicable laws

in countries other than the United States in which the Company or any Affiliate operates or has employees, directors or other service

providers from time to time, or to ensure that the Company complies with any applicable requirements of foreign securities exchanges,

the Committee, in its sole discretion, shall have the power and authority to: (i) determine which of the Affiliates shall be covered by

the Plan; (ii) determine which Eligible Persons outside the United States are eligible to participate in the Plan; (iii) modify the terms

and conditions of any Award granted to Eligible Persons outside the United States to comply with applicable foreign laws or listing requirements

of any foreign exchange; (iv) establish sub-plans and modify exercise procedures and other terms and procedures, to the extent such actions

may be necessary or advisable (any such sub-plans and/or modifications shall be attached to the Plan as appendices), provided, however,

that no such sub-plans and/or modifications shall increase the share limitations contained in Section 4(a); and (v) take any action, before

or after an Award is granted, that it deems advisable to comply with any applicable governmental regulatory exemptions or approval or

listing requirements of any such foreign securities exchange. 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.

Stock Subject to the Plan.

(a)

Number of Shares Available for Delivery. Subject to adjustment in a manner consistent with Section 8, (i) 14,060,000 shares of

Stock are reserved and available for delivery with respect to Awards, and such total shall be available for the issuance of shares upon

the exercise of ISOs, plus (ii) the number of shares of Stock that become available for Awards under this Plan pursuant to Section

4(d) below.

(b)

Application of Limitation to Grants of Awards. Subject to Section 4(c), no Award may be granted if the number of shares of Stock

that may be delivered in connection with such Award exceeds the number of shares of Stock remaining available under the Plan minus the

number of shares of Stock issuable in settlement of or relating to then-outstanding Awards. The Committee may adopt reasonable counting

procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or Substitute Awards) and make

adjustments if the number of shares of Stock actually delivered differs from the number of shares previously counted in connection with

an Award.

(c)

Availability of Shares Not Delivered under Awards. Shares of Stock subject to an Award under the Plan that expires or is cancelled,

forfeited, exchanged, settled in cash or otherwise terminated without the actual delivery of shares will again be available for Awards.

For the avoidance of doubt, Awards of Restricted Stock shall not be considered “delivered shares” for this purpose until vesting.

Notwithstanding the foregoing, (i) the number of shares tendered or withheld in payment of any exercise or purchase price of an Option

or an SAR or taxes relating to an Option or an SAR, including shares that were subject to an Option or an SAR but were not issued or delivered

as a result of the net settlement or net exercise of such Option or SAR and (ii) shares repurchased on the open market with the proceeds

of an Option’s exercise price, will be considered “delivered shares” and will not, in each case, be again available

for Awards. The number of shares of Stock withheld in payment of the tax withholding obligation related to an Award other than an Option

or an SAR will be again available for Awards under the Plan. For the avoidance of doubt, if an Award may be settled only in cash, such

Award need not ever be counted against any share limit under this Section 4.

(d)

Shares Available Under the Prior Plan. In addition, shares of Stock subject to an award granted under the Prior Plan and outstanding

as of October 22, 2020 (a “Prior Award”) that are forfeited or expire, are converted to shares of another Person

in connection with a spin-off or other similar event, or if such Prior Award is settled for cash (in whole or in part) (including shares

repurchased by the Company under Section 8.4 of the Prior Plan at the same price paid by the holder of such Prior Award), the shares of

Stock subject to such Prior Award shall, to the extent of such forfeiture, expiration, conversion or cash settlement, become available

for future grants of Awards under the Plan. For the avoidance of doubt, a number of shares of Stock equal to the difference between (i)

the maximum number of shares of Stock that could have been settled pursuant to performance-based Prior Awards, and (ii) the actual number

of shares of Stock delivered upon settlement of performance-based Prior Awards, shall become available for future grants of Awards under

the Plan. Notwithstanding anything to the contrary contained herein, the following shares of Stock subject to Prior Awards shall not be

added to the shares of Stock authorized for grant under Section 4(a) and shall not be available for future grants of Awards: (i) shares

tendered by a Holder (as such term is defined in the Prior Plan) or withheld by the Company in payment of the exercise price of a stock

option; (ii) shares of Stock tendered by the Holder or withheld by the Company to satisfy any tax withholding obligation with respect

to a Prior Award; (iii) shares of Stock subject to a stock appreciation right that are not issued in connection with the stock settlement

of the stock appreciation right on exercise thereof; and (iv) shares of Stock purchased on the open market by the Company with the cash

proceeds received from the exercise of stock options. For the avoidance of doubt, no awards will be granted under the Prior Plan on or

following October 22, 2020.

(e)

Shares Available Following Certain Transactions. Substitute Awards granted in accordance with applicable stock exchange requirements

and in substitution or exchange for awards previously granted by a company acquired by the Company or any Subsidiary or with which the

Company or any Subsidiary combines shall not reduce the shares authorized for issuance under the Plan or the limitations on grants to

non-employee members of the Board under Section 5(b), nor shall shares subject to such Substitute Awards be added to the shares available

for issuance under the Plan as provided above (whether or not such Substitute Awards are later cancelled, forfeited or otherwise terminated).

(f)

Stock Offered. The shares of Stock to be delivered under the Plan shall be made available from (i) authorized but unissued shares

of Stock, (ii) Stock held in the treasury of the Company, or (iii) previously issued shares of Stock reacquired by the Company, including

shares purchased on the open market.

Eligibility; Award Limitations for Non-Employee Members of the Board.

(a)

Awards may be granted under the Plan only to Eligible Persons.

(b)

In each calendar year during any part of which the Plan is in effect, a non-employee member of the Board may not be paid compensation,

whether denominated in cash or Awards, for such individual’s service on the Board in excess of $500,000; provided, however, that

for any calendar year in which a member of the Board (i) first commences service on the Board, (ii) serves on a special committee of the

Board, (iii) serves as lead director, or (iv) serves as non-executive Chairman of the Board, additional compensation, whether denominated

in cash or Awards may be paid. For purposes of this Section 5(b), the value of Awards shall be determined, if applicable, pursuant to

ASC Topic 718 on the date of grant and attributed to the compensation limit for the year in which the Award is granted. For the avoidance

of doubt, the limits set forth in this Section 5(b) shall be without regard to grants of Awards or other payments, if any, made to a non-employee

member of the Board during any period in which such individual was an employee of the Company or of any of its Affiliates or was otherwise

providing services to the Company or to any of its Affiliates other than in the capacity as a director of the Company. For the avoidance

of doubt, any cash compensation that is deferred shall be counted toward this limit for the year in which it was first earned, and not

when paid or settled, if later.

Specific Terms of Awards.

(a)

General.

(i)

Awards may be granted on the terms and conditions set forth in this Section 6. Awards granted under the Plan may, in the discretion

of the Committee, be granted either alone, in addition to, or in tandem with any other Award. In addition, the Committee may impose on

any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 10), such additional terms and conditions, not

inconsistent with the provisions of the Plan, as the Committee shall determine, including subjecting such awards to service- or performance-based

vesting conditions. Except as otherwise provided in an Award Agreement, the Committee may exercise its discretion to reduce or increase

the amounts payable under any Award.

(ii)

Without limiting the scope of Section 6(a)(i), with respect to any performance-based conditions, (i) the Committee may use one

or more business criteria or other measures of performance as it may deem appropriate in establishing any performance goals applicable

to an Award, (ii) any such performance goals may relate to the performance of the Participant, the Company (on a consolidated basis),

or to specified Subsidiaries, business or geographical units or operating areas of the Company, (iii) the performance period or periods

over which performance goals will be measured shall be established by the Committee, and (iv) any such performance goals and performance

periods may differ among Awards granted to any one Participant or to different Participants.

(iii)

Subject to Section 8(e) of the Plan, any Award (or portion thereof) granted under the Plan shall vest no earlier than the first

anniversary of the date the Award is granted; provided, however, that, notwithstanding the foregoing, Awards that result in the issuance

of an aggregate of up to 5% of the shares of Stock available pursuant to Section 4 may be granted to any one or more Eligible Persons

without respect to and/or administered without regard for this minimum vesting provision. For the avoidance of doubt, the grant of Stock

Awards will count against the 5% limit described in the immediately preceding sentence. No Award Agreement shall be permitted to reduce

or eliminate the requirements of this Section 6(a)(iii). Nothing in this Section 6(a)(iii) shall preclude the Committee from taking action,

in its sole discretion, to accelerate the vesting of any Award for any reason.

(b)

Options. The Committee is authorized to grant Options, which may be designated as either ISOs or Nonstatutory Options, to Eligible

Persons on the following terms and conditions:

(i)

Exercise Price. Each Award Agreement evidencing an Option shall state the exercise price per share of Stock (the “Exercise

Price”) established by the Committee; provided, however, that except as provided in Section 6(j) or in Section 8, the Exercise

Price of an Option shall not be less than the greater of (A) the par value per share of the Stock or (B) 100% of the Fair Market Value

per share of the Stock as of the date of grant of the Option (or in the case of an ISO granted to an individual who owns stock possessing

more than 10% of the total combined voting power of all classes of stock of the Company or its parent or any of its Subsidiaries, 110%

of the Fair Market Value per share of the Stock on the date of grant).

(ii)

Time and Method of Exercise; Other Terms. The Committee shall determine the methods by which the Exercise Price may be paid or

deemed to be paid, the form of such payment, including cash or cash equivalents, Stock (including previously owned shares or through a

cashless exercise, i.e., “net settlement”, a broker-assisted exercise, or other reduction of the amount of shares otherwise

issuable pursuant to the Option), other Awards or awards granted under other plans of the Company or any Affiliate, other property, or

any other legal consideration the Committee deems appropriate, the methods by or forms in which Stock will be delivered or deemed to be

delivered to Participants, including the delivery of Restricted Stock subject to Section 6(d), and any other terms and conditions of any

Option. In the case of an exercise whereby the Exercise Price is paid with Stock, such Stock shall be valued based on the Stock’s

Fair Market Value as of the date of exercise. No Option may be exercisable for a period of more than ten years following the date of grant

of the Option (or in the case of an ISO granted to an individual who owns stock possessing more than 10% of the total combined voting

power of all classes of stock of the Company or its parent or any of its Subsidiaries, for a period of more than five years following

the date of grant of the ISO).

(iii)

ISOs. The terms of any ISO granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code.

ISOs may only be granted to Eligible Persons who are employees of the Company or employees of a parent or any Subsidiary corporation of

the Company. Except as otherwise provided in Section 8, no term of the Plan relating to ISOs (including any SAR in tandem therewith) shall

be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be exercised, so as to disqualify either

the Plan or any ISO under Section 422 of the Code, unless notice has been provided to the Participant that such change will result in

such disqualification. ISOs shall not be granted more than ten years after the earlier of the adoption of the Plan or the approval of

the Plan by the Company’s stockholders. Notwithstanding the foregoing, to the extent that the aggregate Fair Market Value of shares

of Stock subject to an ISO and the aggregate Fair Market Value of shares of stock of any parent or Subsidiary corporation (within the

meaning of Sections 424(e) and (f) of the Code) subject to any other incentive stock options of the Company or a parent or Subsidiary

corporation (within the meaning of Sections 424(e) and (f) of the Code) that are exercisable for the first time by a Participant during

any calendar year exceeds $100,000, or such other amount as may be prescribed under Section 422 of the Code, such excess shall be treated

as Nonstatutory Options in accordance with the Code. As used in the previous sentence, Fair Market Value shall be determined as of the

date the ISO is granted. If a Participant shall make any disposition of shares of Stock issued pursuant to an ISO under the circumstances

described in Section 421(b) of the Code (relating to disqualifying dispositions), the Participant shall notify the Company of such disposition

within the time provided to do so in the applicable award agreement.

(c)

SARs. The Committee is authorized to grant SARs to Eligible Persons on the following terms and conditions:

(i)

Right to Payment. An SAR is a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one share of

Stock on the date of exercise over (B) the grant price of the SAR as determined by the Committee.

(ii)

Grant Price. Each Award Agreement evidencing an SAR shall state the grant price per share of Stock established by the Committee;

provided, however, that except as provided in Section 6(j) or in Section 8, the grant price per share of Stock subject to an SAR shall

not be less than the greater of (A) the par value per share of the Stock or (B) 100% of the Fair Market Value per share of the Stock as

of the date of grant of the SAR.

(iii)

Method of Exercise and Settlement; Other Terms. The Committee shall determine the form of consideration payable upon settlement,

the method by or forms in which Stock (if any) will be delivered or deemed to be delivered to Participants, and any other terms and conditions

of any SAR. SARs may be either free-standing or granted in tandem with other Awards. No SAR may be exercisable for a period of more than

ten years following the date of grant of the SAR.

(iv)

Rights Related to Options. An SAR granted in connection with an Option shall entitle a Participant, upon exercise, to surrender

that Option or any portion thereof, to the extent unexercised, and to receive payment of an amount determined by multiplying (A) the difference

obtained by subtracting the Exercise Price with respect to a share of Stock specified in the related Option from the Fair Market Value

of a share of Stock on the date of exercise of the SAR, by (B) the number of shares as to which that SAR has been exercised. The Option

shall then cease to be exercisable to the extent surrendered. SARs granted in connection with an Option shall be subject to the terms

and conditions of the Award Agreement governing the Option, which shall provide that the SAR is exercisable only at such time or times

and only to the extent that the related Option is exercisable and shall not be transferable except to the extent that the related Option

is transferrable.

(d)

Restricted Stock. The Committee is authorized to grant Restricted Stock to Eligible Persons on the following terms and conditions:

(i)

Restrictions. Restricted Stock shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions,

if any, as the Committee may impose. Except as provided in Section 7(a)(iii) and Section 7(a)(iv), during the restricted period applicable

to the Restricted Stock, the Restricted Stock may not be sold, transferred, pledged, hedged, hypothecated, margined or otherwise encumbered

by the Participant. Except as otherwise provided in the applicable Award Agreement and this Section 6(d), the holder of a Restricted Stock

Award will generally have the same rights as a stockholder, including the right to vote the Stock subject to the Restricted Stock Award

and to receive dividends on the Stock subject to the Restricted Stock Award during the restriction period (subject, in all cases, to the

limitations on payment of dividends on unvested Awards, as described in Section 6(d)(ii) below).

(ii)

Dividends and Splits. As a condition to the grant of an Award of Restricted Stock, the Committee may allow a Participant to elect,

or may require, that any cash dividends paid on a share of Restricted Stock be automatically reinvested in additional shares of Restricted

Stock, applied to the purchase of additional Awards or deferred without interest to the date of vesting of the associated Award of Restricted

Stock, provided that in all events such cash dividends shall be subject to restrictions and a risk of forfeiture to the same extent as

the Restricted Stock with respect to which such dividends were paid and shall not be paid unless and until such Restricted Stock has vested

and been earned. Stock distributed in connection with a Stock split or Stock dividend, and other property (other than cash) distributed

as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which

such Stock or other property has been distributed and shall not be delivered unless and until such Restricted Stock has vested and been

earned.

(e)

Restricted Stock Units. The Committee is authorized to grant Restricted Stock Units to Eligible Persons on the following terms

and conditions:

(i)

Award and Restrictions. Restricted Stock Units shall be subject to such restrictions (which may include a risk of forfeiture) as

the Committee may impose.

(ii)

Settlement. Settlement of vested Restricted Stock Units shall occur upon vesting or upon expiration of the deferral period specified

for such Restricted Stock Units by the Committee (or, if permitted by the Committee, as elected by the Participant). Restricted Stock

Units shall be settled by delivery of (A) a number of shares of Stock equal to the number of Restricted Stock Units for which settlement

is due, or (B) cash in an amount equal to the Fair Market Value of the specified number of shares of Stock equal to the number of Restricted

Stock Units for which settlement is due, or a combination thereof, as determined by the Committee at the date of grant or thereafter.

(f)

Stock Awards. The Committee is authorized to grant Stock Awards to Eligible Persons as a bonus, as additional compensation, or

in lieu of cash compensation any such Eligible Person is otherwise entitled to receive, in such amounts and subject to such other terms

as the Committee in its discretion determines to be appropriate.

(g)

Dividend Equivalents. The Committee is authorized to grant Dividend Equivalents to Eligible Persons, entitling any such Eligible

Person to receive cash, Stock, other Awards, or other property equal in value to dividends or other distributions paid with respect to

a specified number of shares of Stock. Dividend Equivalents may be awarded in connection with another Award (other than an Award of Restricted

Stock or Stock Award). Dividend Equivalents shall be subject to restrictions and a risk of forfeiture to the same extent as the Award

with respect to which such dividends accrue and shall not be paid unless and until such Award has vested and been earned.

(h)

Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to Eligible Persons

such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related

to, Stock, as deemed by the Committee to be consistent with the purposes of the Plan, including convertible or exchangeable debt securities,

other rights convertible or exchangeable into Stock, purchase rights for Stock, Awards with value and payment contingent upon performance

of the Company or any other factors designated by the Committee, and Awards valued by reference to the book value of Stock or the value

of securities of, or the performance of, specified Affiliates. The Committee shall determine the terms and conditions of such Other Stock-Based

Awards. Stock delivered pursuant to an Other- Stock Based Award in the nature of a purchase right granted under this Section 6(h) shall

be purchased for such consideration, paid for at such times, by such methods, and in such forms, including cash, Stock, other Awards,

or other property, as the Committee shall determine.

(i)

Cash Awards. The Committee is authorized to grant Cash Awards, on a free-standing basis or as an element of, a supplement to, or

in lieu of any other Award under the Plan to Eligible Persons in such amounts and subject to such other terms as the Committee in its

discretion determines to be appropriate, including for purposes of any annual or short-term incentive or other bonus program.

(j)

Substitute Awards; No Repricing. Awards may be granted in substitution or exchange for any other Award granted under the Plan

or under another plan of the Company or an Affiliate or any other right of an Eligible Person to receive payment from the Company or an

Affiliate. Awards may also be granted under the Plan in substitution for awards held by individuals who become Eligible Persons as a result

of a merger, consolidation or acquisition of another entity or the assets of another entity by or with the Company or an Affiliate. Such

Substitute Awards referred to in the immediately preceding sentence that are Options or SARs may have an exercise price that is less than

the Fair Market Value of a share of Stock on the date of the substitution if such substitution complies with the Nonqualified Deferred

Compensation Rules and other applicable laws and exchange rules. Except as provided in this Section 6(j) or in Section 8, without the

approval of the stockholders of the Company, the terms of outstanding Awards may not be amended to (i) reduce the Exercise Price or grant

price of an outstanding Option or SAR, (ii) grant a new Option, SAR or other Award in substitution for, or upon the cancellation of, any

previously granted Option or SAR that has the effect of reducing the Exercise Price or grant price thereof, (iii) exchange any Option

or SAR for Stock, cash or other consideration when the Exercise Price or grant price per share of Stock under such Option or SAR exceeds

the Fair Market Value of a share of Stock or (iv) take any other action that would be considered a “repricing” of an Option

or SAR under the applicable listing standards of the national securities exchange on which the Stock is listed (if any).

Certain Provisions Applicable to Awards.

(a)

Limit on Transfer of Awards.

(i)

Except as provided in Sections 7(a)(iii) and (iv), each Option and SAR shall be exercisable only by the Participant during the

Participant’s lifetime, or by the person to whom the Participant’s rights shall pass by will or the laws of descent and distribution.

Notwithstanding anything to the contrary in this Section 7(a), an ISO shall not be transferable other than by will or the laws of descent

and distribution.

(ii)

Except as provided in Sections 7(a)(i), (iii) and (iv), no Award, other than a Stock Award, and no right under any such Award,

may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant and any such purported assignment,

alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.

(iii)

To the extent specifically provided by the Committee and permitted pursuant to Form S-8 and the instructions thereto, an Award

may be transferred by a Participant on such terms and conditions as the Committee may from time to time establish; provided, however,

that no Award (other than a Stock Award) may be transferred to a third-party financial institution for value.

(iv)

An Award may be transferred pursuant to a domestic relations order entered or approved by a court of competent jurisdiction upon

delivery to the Company of a written request for such transfer and a certified copy of such order.

(b)

Form and Timing of Payment under Awards; Deferrals. Subject to the terms of the Plan and any applicable Award Agreement, payments

to be made by the Company or any Affiliates upon the exercise or settlement of an Award may be made in such forms as the Committee shall

determine in its discretion, including cash, Stock, other Awards or other property, and may be made in a single payment or transfer, in

installments, or on a deferred basis (which may be required by the Committee or permitted at the election of the Participant on terms

and conditions established by the Committee); provided, however, that any such deferred or installment payments will be set forth in the

Award Agreement. Payments may include, without limitation, provisions for the payment or crediting of reasonable interest on installment

or deferred payments or the grant or crediting of Dividend Equivalents or other amounts in respect of installment or deferred payments

denominated in Stock.

(c)

Evidencing Stock. The Stock or other securities of the Company delivered pursuant to an Award may be evidenced in any manner deemed

appropriate by the Committee in its sole discretion, including in the form of a certificate issued in the name of the Participant or by

book entry, electronic or otherwise, and shall be subject to such stop transfer orders and other restrictions as the Committee may deem

advisable under the Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such Stock or other

securities are then listed, and any applicable federal, state or other laws, and the Committee may cause a legend or legends to be inscribed

on any such certificates to make appropriate reference to such restrictions. Further, if certificates representing Restricted Stock are

registered in the name of the Participant, the Company may retain physical possession of the certificates and may require that the Participant

deliver a stock power to the Company, endorsed in blank, related to the Restricted Stock.

(d)

Consideration for Grants. Awards may be granted for such consideration, including services, as the Committee shall determine, but

shall not be granted for less than the minimum lawful consideration.

(e)

Additional Agreements. Each Eligible Person to whom an Award is granted under the Plan may be required to agree in writing, as

a condition to the grant of such Award or otherwise, to subject an Award that is exercised or settled following such Eligible Person’s

termination of employment or service to a general release of claims and/or a noncompetition or other restricted covenant agreement in

favor of the Company and the Affiliates, with the terms and conditions of such agreement(s) to be determined in good faith by the Committee.

(f)

Dividends and Dividend Equivalents Subject to Forfeiture. Any dividend or Dividend Equivalent credited with respect to any Award

(except for dividends paid following the grant of a Stock Award, which is an Award of unrestricted (i.e., fully vested) shares of Stock)

shall be subject to restrictions and a risk of forfeiture to the same extent as the Award with respect to which such Stock or other property

has been distributed and shall not be delivered unless and until such Award has vested and been earned.

Subdivision or Consolidation; Recapitalization; Change in Control; Reorganization.

(a)

Existence of Plans and Awards. The existence of the Plan and the Awards granted hereunder shall not affect in any way the right

or power of the Company, the Board 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 debt

or equity securities ahead of or affecting Stock or the rights thereof, the dissolution or liquidation of the Company or any sale, lease,

exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

(b)

Additional Issuances. Except as expressly provided herein, the issuance by the Company of shares of stock of any class, including

upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not

for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Stock subject

to Awards theretofore granted or the purchase price per share of Stock, if applicable.

(c)

Subdivision or Consolidation of Shares. The terms of an Award and the share limitations under the Plan shall be subject to adjustment

by the Committee from time to time, in accordance with the following provisions:

(i)

If at any time, or from time to time, the Company shall subdivide as a whole (by reclassification, by a Stock split, by the issuance

of a distribution on Stock payable in Stock, or otherwise) the number of shares of Stock then outstanding into a greater number of shares

of Stock or in the event the Company distributes an extraordinary cash dividend, then, as appropriate (A) the maximum number of shares

of Stock available for delivery with respect to Awards and applicable limitations with respect to Awards provided in Section 4 and Section

5 (other than cash limits) shall be increased proportionately, and the kind of shares or other securities available for the Plan shall

be appropriately adjusted, (B) the number of shares of Stock (or other kind of shares or securities) that may be acquired under any then-outstanding

Award shall be increased proportionately, and (C) the price (including the Exercise Price or grant price) for each share of Stock (or

other kind of shares or securities) subject to then-outstanding Awards shall be reduced proportionately, without changing the aggregate

purchase price or value as to which outstanding Awards remain exercisable or subject to restrictions; provided, however, that in

the case of an extraordinary cash dividend that is not an Adjustment Event, the adjustment to the number of shares of Stock and the Exercise

Price or grant price, as applicable, with respect to an outstanding Option or SAR may be made in such other manner as the Committee may

determine that is permitted pursuant to applicable tax and other laws, rules and regulations. Notwithstanding the foregoing, Awards that

already have a right to receive extraordinary cash dividends as a result of Dividend Equivalents or other dividend rights will not be

adjusted as a result of an extraordinary cash dividend.

(ii)

If at any time, or from time to time, the Company shall consolidate as a whole (by reclassification, by reverse Stock split, or

otherwise) the number of shares of Stock then outstanding into a lesser number of shares of Stock, then, as appropriate (A) the maximum

number of shares of Stock available for delivery with respect to Awards and applicable limitations with respect to Awards provided in

Section 4 and Section 5 (other than cash limits) shall be decreased proportionately, and the kind of shares or other securities available

for the Plan shall be appropriately adjusted, (B) the number of shares of Stock (or other kind of shares or securities) that may be acquired

under any then-outstanding Award shall be decreased proportionately, and (C) the price (including the Exercise Price or grant price) for

each share of Stock (or other kind of shares or securities) subject to then-outstanding Awards shall be increased proportionately, without

changing the aggregate purchase price or value as to which outstanding Awards remain exercisable or subject to restrictions.

(d)

Recapitalization. In the event of any change in the capital structure or business of the Company or other corporate transaction

or event that would be considered an “equity restructuring” within the meaning of ASC Topic 718 and, in each case, that would

result in an additional compensation expense to the Company pursuant to the provisions of ASC Topic 718, if adjustments to Awards with

respect to such event were discretionary or otherwise not required (each such an event, an “Adjustment Event”),

then the Committee shall equitably adjust (i) the aggregate number or kind of shares that thereafter may be delivered under the Plan,

(ii) the number or kind of shares or other property (including cash) subject to an Award, (iii) the terms and conditions of Awards, including

the purchase price or Exercise Price of Awards and performance goals, as applicable, and (iv) the applicable limitations with respect

to Awards provided in Section 4 and Section 5 (other than cash limits) to equitably reflect such Adjustment Event (“Equitable

Adjustments”). In the event of any change in the capital structure or business of the Company or other corporate transaction

or event that would not be considered an Adjustment Event, and is not otherwise addressed in this Section 8, the Committee shall have

complete discretion to make Equitable Adjustments (if any) in such manner as it deems appropriate with respect to such other event.

(e)

Change in Control and Other Events.

(i)

Treatment of Awards Assumed or Substituted by a Successor Entity.

(A)

Except as otherwise provided in an Award Agreement, in the event of a Change in Control, in which any successor entity assumes

outstanding Awards or substitutes similar awards under the successor entity’s equity compensation plan for outstanding Awards on

the same terms and conditions as the original Awards, such Awards that are assumed or substituted shall not vest solely with respect to

the occurrence of the Change in Control.

(B)

Except as otherwise provided in an Award Agreement, if, in connection with or within twelve (12) months following a Change in Control,

a Participant’s service, consulting relationship, or employment with the Company, an Affiliate, and the Successor Entity and its

affiliates is terminated without cause (as defined in the Award Agreement evidencing such Award or substitute award), the vesting and

exercisability of all Awards, including substitute awards, then held by such Participant will be accelerated in full and be settled, as

applicable, no later than sixty (60) days following the conclusion of the service or employment relationship (unless the Nonqualified

Deferred Compensation Rules would prohibit such acceleration of settlement, in which case such Awards shall vest but will be settled at

date(s) of settlement specified in the applicable Award Agreement) and the expiration date of any Options shall be the day three months

following the date the Participant ceases to be an employee or service provider to the Company, an Affiliate of the Company and the Successor

Entity and its affiliates. Except as otherwise provided in an Award Agreement, for Awards that vest based on performance, the number of

performance Awards that shall vest and be settled in accordance with this Section 8(e)(i)(B), shall be calculated assuming the attainment

of the target level of performance as set forth in a performance Award.

(ii)

Treatment of Awards not Assumed or Substituted. Unless otherwise provided in an Award Agreement, if, upon a Change in Control,

the successor entity does not assume outstanding Awards or substitute similar awards under the successor entity’s equity compensation

plan for outstanding Awards on the same terms and conditions as the original Awards, then the vesting of all outstanding Awards will be

accelerated in full with effect immediately prior to the occurrence of the Change in Control and shall be settled, as applicable, no later

than sixty (60) days following the Change in Control (unless the Nonqualified Deferred Compensation Rules would prohibit such acceleration

of settlement, in which case such Awards will be settled at the originally specified date(s) of settlement). The Participant shall be

permitted to conditionally redeem or exercise any or all Options, as applicable, effective immediately prior to the completion of any

such transaction for the sole purpose of participating in such transaction. For Awards that vest based on performance, for the purpose

of determining the achievement performance criteria, as set forth in the particular Award Agreement, and calculating the number of performance

Awards that shall vest in accordance with this Section 8(e)(ii), notwithstanding the terms of the Award Agreement, and unless otherwise

provided by the Committee, such performance Awards shall be settled at the greater of (A) the target level of performance as set forth

in the performance Award, and (B) the actual performance achieved, measured and calculated as of the date of the Change in Control pursuant

to shortened performance period ending on the occurrence of the Change in Control.

If an Adjustment Event occurs, this Section 8(e)

shall only apply to the extent it is not in conflict with Section 8(d).

General Provisions.

(a)

Tax Withholding. The Company and any Affiliate are authorized to withhold from any Award granted, or any payment relating to an

Award, including from a distribution of Stock, taxes due or potentially payable in connection with any transaction involving an Award,

and to take such other action as the Committee may deem advisable to enable the Company, the Affiliates and Participants to satisfy the

payment of withholding taxes and other tax obligations relating to any Award in such amounts as may be determined by the Committee. The

Committee shall determine, in its sole discretion, the form of payment acceptable for such tax withholding obligations, including the

delivery of cash or cash equivalents, Stock (including through delivery of previously owned shares, net settlement, a broker-assisted

sale, or other cashless withholding or reduction of the amount of shares otherwise issuable or delivered pursuant to the Award), other

property, or any other legal consideration the Committee deems appropriate. Any determination made by the Committee to allow a Participant

who is subject to Rule 16b-3 to pay taxes with shares of Stock through net settlement or previously owned shares shall be approved by

either a committee made up of solely two or more Qualified Members or the full Board. If such tax withholding amounts are satisfied through

net settlement or previously owned shares, the maximum number of shares of Stock that may be so withheld or surrendered shall be the number

of shares of Stock that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such

tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll

taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to such Award, as determined by

the Committee.

(b)

Limitation on Rights Conferred under Plan. Neither the Plan nor any action taken hereunder shall be construed as (i) giving any

Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company or

any Affiliate, (ii) interfering in any way with the right of the Company or any Affiliate to terminate any Eligible Person’s or

Participant’s employment or service relationship at any time, (iii) giving an Eligible Person or Participant any claim to be granted

any Award under the Plan or to be treated uniformly with other Participants and/or employees and/or other service providers, or (iv) conferring

on a Participant any of the rights of a stockholder of the Company unless and until the Participant is duly issued or transferred shares

of Stock in accordance with the terms of an Award.

(c)

Governing Law; Submission to Jurisdiction. All questions arising with respect to the provisions of the Plan and Awards shall be

determined by application of the laws of the State of Delaware, without giving effect to any conflict of law provisions thereof, except

to the extent Delaware law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to

applicable federal and state laws and to the approval of any governmental authority required in connection with the authorization, issuance,

sale, or delivery of such Stock. With respect to any claim or dispute related to or arising under the Plan, the Company and each Participant

who accepts an Award hereby consent to the exclusive jurisdiction, forum and venue of the state and federal courts located in Houston,

Texas.

(d)

Severability and Reformation. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable

in any jurisdiction or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee,

such provision shall be construed or deemed amended to conform to the applicable law or, if it cannot be construed or deemed amended without,

in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to

such jurisdiction, person or Award and the remainder of the Plan and any such Award shall remain in full force and effect. If any of the

terms or provisions of the Plan or any Award Agreement conflict with the requirements of Rule 16b-3 (as those terms or provisions are

applied to Eligible Persons who are subject to Section 16 of the Exchange Act) or Section 422 of the Code (with respect to ISOs), then

those conflicting terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of Rule 16b-3 (unless

the Board or the Committee, as appropriate, has expressly determined that the Plan or such Award should not comply with Rule 16b-3) or

Section 422 of the Code, in each case, only to the extent Rule 16b-3 and Section 422 of the Code are applicable. With respect to ISOs,

if the Plan does not contain any provision required to be included herein under Section 422 of the Code, that provision shall be deemed

to be incorporated herein with the same force and effect as if that provision had been set out at length herein; provided, further, that,

to the extent any Option that is intended to qualify as an ISO cannot so qualify, that Option (to that extent) shall be deemed a Nonstatutory

Option for all purposes of the Plan.

(e)

Unfunded Status of Awards; No Trust or Fund Created. The Plan is intended to constitute an “unfunded” plan for certain

incentive awards. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary

relationship between the Company or any Affiliate and a Participant or any other person. To the extent that any person acquires a right

to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any general

unsecured creditor of the Company or such Affiliate.

(f)

Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company

for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive

arrangements as it may deem desirable. Nothing contained in the Plan shall be construed to prevent the Company or any Affiliate from taking

any corporate action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether or not such action

would have an adverse effect on the Plan or any Award made under the Plan. No employee, beneficiary or other person shall have any claim

against the Company or any Affiliate as a result of any such action.

(g)

Fractional Shares. No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award, and the Committee

shall determine in its sole discretion whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional

shares of Stock or whether such fractional shares of Stock or any rights thereto shall be cancelled, terminated, or otherwise eliminated

with or without consideration.

(h)

Interpretation. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference.

Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

Words in the masculine gender shall include the feminine gender, and, where appropriate, the plural shall include the singular and the

singular shall include the plural. In the event of any conflict between the terms and conditions of an Award Agreement and the Plan, the

provisions of the Plan shall control. The use herein of the word “including” following any general statement, term or matter

shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word

or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited

to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters

that could reasonably fall within the broadest possible scope of such general statement, term or matter. References herein to any agreement,

instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time

to the extent permitted by the provisions thereof and not prohibited by the Plan.

(i)

Facility of Payment. Any amounts payable hereunder to any individual under legal disability or who, in the judgment of the Committee,

is unable to manage properly his financial affairs, may be paid to the legal representative of such individual, or may be applied for

the benefit of such individual in any manner that the Committee may select, and the Company shall be relieved of any further liability

for payment of such amounts.

(j)

Conditions to Delivery of Stock. Nothing herein or in any Award Agreement shall require the Company to issue any shares with respect

to any Award if that issuance would, in the opinion of counsel for the Company, constitute a violation of the Securities Act, any other

applicable statute or regulation, or the rules of any applicable securities exchange or securities association, as then in effect. In

addition, each Participant who receives an Award under the Plan shall not sell or otherwise dispose of Stock that is acquired upon grant,

exercise or vesting of an Award in any manner that would constitute a violation of any applicable federal or state securities laws, the

Plan or the rules, regulations or other requirements of the SEC or any stock exchange upon which the Stock is then listed. At the time

of any exercise of an Option or SAR, or at the time of any grant of any other Award, the Company may, as a condition precedent to the

exercise of such Option or SAR or settlement of any other Award, require from the Participant (or in the event of his or her death, his

or her legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning the holder’s intentions

with regard to the retention or disposition of the shares of Stock being acquired pursuant to the Award and such written covenants and

agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Company, may be necessary to ensure

that any disposition by that holder (or in the event of the holder’s death, his or her legal representatives, heirs, legatees, or

distributees) will not involve a violation of the Securities Act, any other applicable state or federal statute or regulation, or any

rule of any applicable securities exchange or securities association, as then in effect. Stock or other securities shall not be delivered

pursuant to any Award until payment in full of any amount required to be paid pursuant to the Plan or the applicable Award Agreement (including

any Exercise Price, grant price, or tax withholding) is received by the Company.

(k)

Section 409A of the Code. It is the general intention, but not the obligation, of the Committee to design Awards to comply with

or to be exempt from the Nonqualified Deferred Compensation Rules, and Awards will be operated and construed accordingly. Neither this

Section 9(k) nor any other provision of the Plan is or contains a representation to any Participant regarding the tax consequences of

the grant, vesting, exercise, settlement, or sale of any Award (or the Stock underlying such Award) granted hereunder, and should not

be interpreted as such. In no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses

that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred Compensation Rules. Notwithstanding

any provision in the Plan or an Award Agreement to the contrary, in the event that a “specified employee” (as defined under

the Nonqualified Deferred Compensation Rules) becomes entitled to a payment under an Award that would be subject to additional taxes and

interest under the Nonqualified Deferred Compensation Rules if the Participant’s receipt of such payment or benefits is not delayed

until the earlier of (i) the date of the Participant’s death, or (ii) the date that is six months after the Participant’s

“separation from service,” as defined under the Nonqualified Deferred Compensation Rules (such date, the “Section

409A Payment Date”), then such payment or benefit shall not be provided to the Participant until the Section 409A Payment

Date. Any amounts subject to the preceding sentence that would otherwise be payable prior to the Section 409A Payment Date will be aggregated

and paid in a lump sum without interest on the Section 409A Payment Date. The applicable provisions of the Nonqualified Deferred Compensation

Rules are hereby incorporated by reference and shall control over any Plan or Award Agreement provision in conflict therewith.

(l)

Clawback. The Plan and all Awards granted hereunder are subject to any written clawback policies that the Company, with the approval

of the Board or an authorized committee thereof, may adopt either prior to or following the Effective Date, including any policy adopted

to conform to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and rules promulgated thereunder by the SEC and that

the Company determines should apply to Awards. Any such policy may subject a Participant’s Awards and amounts paid or realized with

respect to Awards to reduction, cancelation, forfeiture or recoupment if certain specified events or wrongful conduct occur, including

an accounting restatement due to the Company’s material noncompliance with financial reporting regulations or other events or wrongful

conduct specified in any such clawback policy.

(m)

Status under ERISA. The Plan shall not constitute an “employee benefit plan” for purposes of Section 3(3) of the Employee

Retirement Income Security Act of 1974, as amended.

(n)

Plan Effective Date and Term. The Plan was adopted by the Board to be effective on the Effective Date. No Awards may be granted

under the Plan on and after the tenth anniversary of the Effective Date, which is May 19, 2036. However, any Award granted prior to such

termination (or any earlier termination pursuant to Section 10), and the authority of the Board or Committee to amend, alter, adjust,

suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award in accordance with the terms of

the Plan, shall extend beyond such termination until the final disposition of such Award.

10.

Amendments to the Plan and Awards. The Committee may amend, alter, suspend, discontinue or terminate any Award or Award

Agreement, the Plan or the Committee’s authority to grant Awards without the consent of stockholders or Participants, except that

any amendment or alteration to the Plan, including any increase in any share limitation, shall be subject to the approval of the Company’s

stockholders not later than the annual meeting next following such Committee action if such stockholder approval is required by any federal

or state law or regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed or quoted,

and the Committee may otherwise, in its discretion, determine to submit other changes to the Plan to stockholders for approval; provided,

that, without the consent of an affected Participant, no such Committee action may materially and adversely affect the rights of such

Participant under any previously granted and outstanding Award. For purposes of clarity, any adjustments made to Awards pursuant to Section

8 will be deemed not to materially and adversely affect the rights of any Participant under any previously granted and outstanding Award

and therefore may be made without the consent of affected Participants.

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