Form 8-K

8-K — Imunon, Inc.

Accession: 0001493152-26-028937

Filed: 2026-06-16

Period: 2026-06-16

CIK: 0000749647

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

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 — form8-k.htm (Primary)

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8-K

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2026-06-16

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 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): June 16, 2026

Imunon,

Inc.

(Exact

name of registrant as specified in its Charter)

Delaware

001-15911

52-1256615

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

997

Lenox Drive, Suite 100, Lawrenceville, NJ

08648-2311

(Address

of principal executive offices)

(Zip

Code)

(609)

896-9100

(Registrant’s

telephone number, including area code)

N/A

(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))

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

IMNN

Nasdaq

Capital Market

Indicate

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

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

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.02

Departure

of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Imunon, Inc. (the “Company”) held on June 16,

2026, the Company’s stockholders approved an amendment to the IMUNON, Inc. 2018 Stock Incentive Plan (the “Plan”),

which amendment was approved by the Company’s board of directors on February 27, 2026. The amendment increased the aggregate number

of shares of common stock that may be delivered pursuant to all awards granted under the Plan by an additional 1,000,000 shares so that

the new aggregate share limit for the Plan is 1,265,004 shares.

copy of the IMUNON, Inc. 2018 Stock Incentive Plan, as amended as of June 16, 2026, is attached hereto as Exhibit 10.1 and incorporated

herein by reference.

Item

5.07

Submission

of Matters to a Vote of Security Holders.

As of the record

date for the determination of shareholders entitled to vote at the Meeting, there were 3,983,342 shares of the Company’s common

stock outstanding and entitled to vote. At the Annual Meeting, 1,808,666 shares of the Company’s common stock were represented

in person or by proxy, constituting a quorum. Set forth

below are the matters acted upon at the Annual Meeting and the final voting results on each matter, each of which were described in the

Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on May 4, 2026.

Proposal

The

Company’s stockholders elected the individuals listed below as Class I directors of the Company’s board of directors until

the Company’s 2029 annual meeting of stockholders. The results of the vote were as follows:

Nominee

For

Withheld

Broker

Non-Votes

Mr.

Frederick J. Fritz

647,890

70,401

1,090,375

Ms.

Christine A. Pellizzari

653,302

64,989

1,090,375

addition to the directors elected above, Dr. Stacy R. Lindborg, Mr. Michael H. Tardugno, Mr. James E. Dentzer, and Dr. Donald P. Braun

continued to serve as directors after the Annual Meeting.

Proposal

The

Company’s stockholders ratified the appointment of WithumSmith + Brown, PC as the independent registered public accounting firm

for the fiscal year ending December 31, 2026. The results of the vote were as follows:

For

Against

Abstain

1,715,881

81,399

11,386

Proposal

The

proposal to approve, on an advisory basis, the 2025 compensation of the Company’s named executive officers (“Say-on-Pay”),

was approved based upon the following votes:

For

Against

Abstain

Broker

Non-Votes

580,096

115,666

22,529

1,090,375

Proposal

The

proposal to approve an Amendment to the IMUNON, INC. 2018 Stock Incentive Plan to increase the aggregate number of shares of common stock

that may be delivered pursuant to all awards granted under the Plan was approved based upon the following votes:

For

Against

Abstain

Broker

Non-Votes

562,622

137,055

18,614

1,090,375

Item

9.01

Financial

Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

IMUNON, Inc. 2018 Stock Incentive Plan, as amended as of June 16, 2026

104

Cover

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

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

IMUNON

INC.

Dated:

June 16, 2026

By:

/s/

Susan Eylward

Susan

Eylward

General

Counsel and Corporate Secretary

EX-10.1

Filename: ex10-1.htm · Sequence: 2

EXHIBIT

10.1

IMUNON,

INC.

THE

2018 STOCK INCENTIVE PLAN AS AMENDED AS OF JUNE 16, 2026

INTRODUCTION

1.1

Purposes. The purposes of the IMUNON, INC. 2018 Stock Incentive Plan (this “Plan”) are (i) to align the

interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of

such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting and retaining Non-Employee

Directors, officers, other employees, consultants, independent contractors and agents and (iii) to motivate such persons to act in the

long-term best interests of the Company and its stockholders.

1.2

Certain Definitions.

“Affiliate”

shall mean any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own directly or indirectly not less than

fifty percent (50%) of such entity.

“Agreement”

shall mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award.

“Board”

shall mean the Board of Directors of the Company.

“Change

in Control” shall have the meaning set forth in Section 5.8(b).

“Code”

shall mean the Internal Revenue Code of 1986, as amended.

“Committee”

shall mean the Compensation Committee of the Board, or a subcommittee thereof, or such other committee designated by the Board, in each

case, consisting of two or more members of the Board, each of whom is intended to be (i) a “Non-Employee Director” within

the meaning of Rule 16b-3 under the Exchange Act and (ii) “independent” within the meaning of the rules of the Nasdaq Capital

Market or, if the Common Stock is not listed on the Nasdaq Capital Market, within the meaning of the rules of the principal stock exchange

on which the Common Stock is then traded.

“Common

Stock” shall mean the common stock, par value $0.01 per share, of the Company, and all rights appurtenant thereto.

“Company”

shall mean IMUNON, Inc., a corporation organized under the laws of the State of Delaware, or any successor thereto.

“Effective

Date” shall have the meaning set forth in Section 5.1.

“Exchange

Act” shall mean the Securities Exchange Act of 1934, as amended.

“Fair

Market Value” shall mean the closing transaction price of a share of Common Stock as reported on the Nasdaq Capital Market

on the date as of which such value is being determined or, if the Common Stock is not listed on the Nasdaq Capital Market, the closing

transaction price of a share of Common Stock on the principal national stock exchange on which the Common Stock is traded on the date

as of which such value is being determined or, if there shall be no reported transactions for such date, on the next preceding date for

which transactions were reported; provided, however, that if the Common Stock is not listed on a national stock exchange

or if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined by the Committee by whatever means

or method as the Committee, in the good faith exercise of its discretion, shall at such time deem appropriate and in compliance with

Section 409A of the Code.

“Free-Standing

SAR” shall mean an SAR which is not granted in tandem with, or by reference to, an option, which entitles the holder thereof

to receive, upon exercise, shares of Common Stock (which may be Restricted Stock) or, to the extent set forth in the applicable Agreement,

cash or a combination thereof, with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the

date of exercise over the base price of such SAR, multiplied by the number of such SARs which are exercised.

“Incentive

Stock Option” shall mean an option to purchase shares of Common Stock that meets the requirements of Section 422 of the Code,

or any successor provision, which is intended by the Committee to constitute an Incentive Stock Option.

“Incumbent

Board” shall have the meaning set forth in Section 5.8(b).

“Non-Employee

Director” shall mean any director of the Company who is not an officer or employee of the Company or any Affiliate or Subsidiary.

“Nonqualified

Stock Option” shall mean an option to purchase shares of Common Stock which is not an Incentive Stock Option.

“Other

Stock Award” shall mean an award granted pursuant to Section 3.4 of the Plan.

“Performance

Award” shall mean a right to receive an amount of cash, Common Stock, or a combination of both, contingent upon the attainment

of specified Performance Measures within a specified Performance Period.

“Performance

Measures” shall mean the criteria and objectives, established by the Committee, which shall be satisfied or met (i) as a condition

to the grant or exercisability of all or a portion of an option or SAR or (ii) during the applicable Restriction Period or Performance

Period as a condition to the vesting of the holder’s interest, in the case of a Restricted Stock Award, of the shares of Common

Stock subject to such award, or, in the case of a Restricted Stock Unit Award, Other Stock Award or Performance Award, to the holder’s

receipt of the shares of Common Stock subject to such award or of payment with respect to such award.

“Performance

Period” shall mean any period designated by the Committee during which (i) the Performance Measures applicable to an award

shall be measured and (ii) the conditions to vesting applicable to an award shall remain in effect.

“Prior

Plan” shall mean the Celsion Corporation 2007 Stock Incentive Plan and each other equity plan maintained by the Company under

which awards are outstanding as of the effective date of this Plan.

“Restricted

Stock” shall mean shares of Common Stock which are subject to a Restriction Period and which may, in addition thereto, be subject

to the attainment of specified Performance Measures within a specified Performance Period.

“Restricted

Stock Award” shall mean an award of Restricted Stock under this Plan.

“Restricted

Stock Unit” shall mean a right to receive one share of Common Stock or, in lieu thereof and to the extent set forth in the

applicable Agreement, the Fair Market Value of such share of Common Stock in cash, which shall be contingent upon the expiration of a

specified Restriction Period and which may, in addition thereto, be contingent upon the attainment of specified Performance Measures

within a specified Performance Period.

“Restricted

Stock Unit Award” shall mean an award of Restricted Stock Units under this Plan.

“Restriction

Period” shall mean any period designated by the Committee during which (i) the Common Stock subject to a Restricted Stock Award

may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in this Plan

or the Agreement relating to such award, or (ii) the conditions to vesting applicable to a Restricted Stock Unit Award or Other Stock

Award shall remain in effect.

“SAR”

shall mean a stock appreciation right which may be a Free-Standing SAR or a Tandem SAR.

“Stock

Award” shall mean a Restricted Stock Award, Restricted Stock Unit Award or Other Stock Award.

“Subsidiary”

and “Subsidiaries” shall mean only a company or companies, whether now or hereafter existing, within the meaning of

the definition of “subsidiary company” provided in Section 424(f) of the Code, or any successor thereto of similar import.

“Substitute

Award” shall mean an award granted under this 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, including 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 SAR.

“Tandem

SAR” shall mean an SAR which is granted in tandem with, or by reference to, an option (including a Nonqualified Stock Option

granted prior to the date of grant of the SAR), which entitles the holder thereof to receive, upon exercise of such SAR and surrender

for cancellation of all or a portion of such option, shares of Common Stock (which may be Restricted Stock) or, to the extent set forth

in the applicable Agreement, cash or a combination thereof, with an aggregate value equal to the excess of the Fair Market Value of one

share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of shares of Common Stock subject

to such option, or portion thereof, which is surrendered.

“Tax

Date” shall have the meaning set forth in Section 5.5.

“Ten

Percent Holder” shall have the meaning set forth in Section 2.1(a).

1.3

Administration. This 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.” Any

one or a combination of the following awards may be made under this Plan to eligible persons: (i) options to purchase shares of Common

Stock in the form of Incentive Stock Options or Nonqualified Stock Options; (ii) SARs in the form of Tandem SARs or Free-Standing SARs;

(iii) Stock Awards in the form of Restricted Stock, Restricted Stock Units or Other Stock Awards; and (iv) Performance Awards. The Committee

shall, subject to the terms of this Plan, select eligible persons for participation in this Plan and determine the form, amount and timing

of each award to such persons and, if applicable, the number of shares of Common Stock subject to an award, the number of SARs, the number

of Restricted Stock Units, the dollar value subject to a Performance Award, the purchase price or base price associated with the award,

the time and conditions of exercise or settlement of the award and all other terms and conditions of the award, including, without limitation,

the form of the Agreement evidencing the award. The Committee may, in its sole discretion and for any reason at any time, take action

such that (i) any or all outstanding options and SARs shall become exercisable in part or in full, (ii) all or a portion of the Restriction

Period applicable to any outstanding awards shall lapse, (iii) all or a portion of the Performance Period applicable to any outstanding

awards shall lapse and (iv) the Performance Measures (if any) applicable to any outstanding awards shall be deemed to be satisfied at

the target, maximum or any other level. The Committee shall, subject to the terms of this Plan, interpret this Plan and the application

thereof, establish rules and regulations it deems necessary or desirable for the administration of this Plan and may impose, incidental

to the grant of an award, conditions with respect to the award, such as limiting competitive employment or other activities. All such

interpretations, rules, regulations and conditions shall be conclusive and binding on all parties.

The

Committee may delegate some or all of its power and authority hereunder to the Board (or any members thereof) or, subject to applicable

law, to a subcommittee of the Board, a member of the Board, the Chief Executive Officer or other executive officer of the Company as

the Committee deems appropriate; provided, however, that the Committee may not delegate its power and authority to a member

of the Board, the Chief Executive Officer or other executive officer of the Company with regard to the selection for participation in

this Plan of an officer, director or other person subject to Section 16 of the Exchange Act or decisions concerning the timing, pricing

or amount of an award to such an officer, director or other person.

member of the Board or Committee, and neither the Chief Executive Officer nor any other executive officer to whom the Committee delegates

any of its power and authority hereunder, shall be liable for any act, omission, interpretation, construction or determination made in

connection with this Plan in good faith, and the members of the Board and the Committee and the Chief Executive Officer or other executive

officer shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including

attorneys’ fees) arising therefrom to the full extent permitted by law (except as otherwise may be provided in the Company’s

Certificate of Incorporation and/or By-laws) and under any directors’ and officers’ liability insurance that may be in effect

from time to time.

1.4

Eligibility. Participants in this Plan shall consist of such officers, other employees, Non-Employee Directors, consultants,

independent contractors, agents, and persons expected to become officers, other employees, Non-Employee Directors, consultants, independent

contractors and agents of the Company and its Affiliates and Subsidiaries as the Committee in its sole discretion may select from time

to time. The Committee’s selection of a person to participate in this Plan at any time shall not require the Committee to select

such person to participate in this Plan at any other time. Except as otherwise provided for in an Agreement, for purposes of this Plan,

references to employment by the Company shall also mean employment by an Affiliate or Subsidiary, and references to employment shall

include service as a Non-Employee Director, consultant, independent contractor or agent. The Committee shall determine, in its sole discretion,

the extent to which a participant shall be considered employed during an approved leave of absence.

1.5

Shares Available. Subject to adjustment as provided in Section 5.7 and to all other limits set forth in this Plan,

the number of shares of Common Stock available for all awards under this Plan, other than Substitute Awards, shall be 1,265,004. All

of the shares available under the Plan may be issued under the Plan in connection with Incentive Stock Options. To the extent the Company

grants an award under the Plan, the number of shares of Common Stock that remain available for future grants under the Plan shall be

reduced by an amount equal to the number of shares subject to such award.

the extent that shares of Common Stock subject to an outstanding option, SAR, Stock Award or Performance Award granted under the Plan

or a similar type of award granted under the Prior Plan, other than Substitute Awards, are not issued or delivered by reason of (i) the

expiration, termination, cancellation or forfeiture of such award (excluding shares subject to an option cancelled upon settlement in

shares of a related Tandem SAR or shares subject to a Tandem SAR cancelled upon exercise of a related option) or (ii) the settlement

of such award in cash, then such shares of Common Stock shall again be available under this Plan; provided, however, that

shares of Common Stock subject to an award under this Plan or a Prior Plan shall not again be available for issuance under this Plan

if such shares are (x) shares that were subject to an option or stock-settled SAR and were not issued or delivered upon the net settlement

or net exercise of such option or SAR, (y) shares delivered to or withheld by the Company to pay the purchase price or the withholding

taxes related to an outstanding award or (z) shares repurchased by the Company on the open market with the proceeds of an option exercise.

The

number of shares of Common Stock available for awards under this Plan shall not be reduced by (i) the number of shares of Common Stock

subject to Substitute Awards or (ii) available shares under a stockholder approved plan of a company or other entity which was a party

to a corporate transaction with the Company (as appropriately adjusted to reflect such corporate transaction) which become subject to

awards granted under this Plan (subject to applicable stock exchange requirements).

of Common Stock to be delivered under this Plan shall be made available from authorized and unissued shares of Common Stock, or authorized

and issued shares of Common Stock reacquired and held as treasury shares or otherwise or a combination thereof.

II.

STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

2.1

Stock Options. The Committee may, in its discretion, grant options to purchase shares of Common Stock to such eligible persons

as may be selected by the Committee. Each option, or portion thereof, that is not an Incentive Stock Option, shall be a Nonqualified

Stock Option. To the extent that the aggregate Fair Market Value (determined as of the date of grant) of shares of Common Stock with

respect to which options designated as Incentive Stock Options are exercisable for the first time by a participant during any calendar

year (under this Plan or any other plan of the Company, or any parent or Subsidiary) exceeds the amount (currently $100,000) established

by the Code, such options shall constitute Nonqualified Stock Options.

Options

shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with

the terms of this Plan, as the Committee shall deem advisable:

(a)

Number of Shares and Purchase Price. The number of shares of Common Stock subject to an option and the purchase price per share

of Common Stock purchasable upon exercise of the option shall be determined by the Committee; provided, however, that the

purchase price per share of Common Stock purchasable upon exercise of an option shall not be less than 100% of the Fair Market Value

of a share of Common Stock on the date of grant of such option; provided further, that if an Incentive Stock Option shall be granted

to any person who, at the time such option is granted, owns capital stock possessing more than 10 percent of the total combined voting

power of all classes of capital stock of the Company (or of any parent or Subsidiary) (a “Ten Percent Holder”), the

purchase price per share of Common Stock shall not be less than the price (currently 110% of Fair Market Value) required by the Code

in order to constitute an Incentive Stock Option.

Notwithstanding

the foregoing, in the case of an option that is a Substitute Award, the purchase price per share of the shares subject to such option

may be less than 100% of 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 purchase

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 Committee) of the shares of the predecessor company

or other entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate purchase price of such

shares.

(b)

Option Period and Exercisability. The period during which an option may be exercised shall be determined by the Committee; provided,

however, that no option shall be exercised later than ten years after its date of grant; provided further, that if an Incentive

Stock Option shall be granted to a Ten Percent Holder, such option shall not be exercised later than five years after its date of grant.

The Committee may, in its discretion, establish Performance Measures which shall be satisfied or met as a condition to the grant of an

option or to the exercisability of all or a portion of an option. The Committee shall determine whether an option shall become exercisable

in cumulative or non-cumulative installments and in part or in full at any time. An exercisable option, or portion thereof, may be exercised

only with respect to whole shares of Common Stock.

(c)

Method of Exercise. An option may be exercised (i) by giving written notice to the Company specifying the number of whole shares

of Common Stock to be purchased and accompanying such notice with payment therefor in full (or arrangement made for such payment to the

Company’s satisfaction) either (A) in cash, (B) by delivery (either actual delivery or by attestation procedures established by

the Company) of shares of Common Stock having a Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase

price payable by reason of such exercise, (C) authorizing the Company to withhold whole shares of Common Stock which would otherwise

be delivered having an aggregate Fair Market Value, determined as of the date of exercise, equal to the amount necessary to satisfy such

obligation, (D) in cash by a broker-dealer acceptable to the Company to whom the participant has submitted an irrevocable notice of exercise

or (E) a combination of (A), (B) and (C), in each case to the extent set forth in the Agreement relating to the option, (ii) if applicable,

by surrendering to the Company any Tandem SARs which are cancelled by reason of the exercise of the option and (iii) by executing such

documents as the Company may reasonably request. Any fraction of a share of Common Stock which would be required to pay such purchase

price shall be disregarded and the remaining amount due shall be paid in cash by the participant. No shares of Common Stock shall be

issued and no certificate representing Common Stock shall be delivered until the full purchase price therefor and any withholding taxes

thereon, as described in Section 5.5, have been paid (or arrangement made for such payment to the Company’s satisfaction).

2.2

Stock Appreciation Rights. The Committee may, in its discretion, grant SARs to such eligible persons as may be selected by

the Committee. The Agreement relating to an SAR shall specify whether the SAR is a Tandem SAR or a Free-Standing SAR.

SARs

shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with

the terms of this Plan, as the Committee shall deem advisable:

(a)

Number of SARs and Base Price. The number of SARs subject to an award shall be determined by the Committee. Any Tandem SAR related

to an Incentive Stock Option shall be granted at the same time that such Incentive Stock Option is granted. The base price of a Tandem

SAR shall be the purchase price per share of Common Stock of the related option. The base price of a Free-Standing SAR shall be determined

by the Committee; provided, however, that such base price shall not be less than 100% of the Fair Market Value of a share

of Common Stock on the date of grant of such SAR (or, if earlier, the date of grant of the option for which the SAR is exchanged or substituted).

Notwithstanding

the foregoing, in the case of an SAR that is a Substitute Award, the base price per share of the shares subject to such SAR may be less

than 100% of 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 base 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 Committee) of the shares of the predecessor company or other

entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate base price of such shares.

(b)

Exercise Period and Exercisability. The period for the exercise of an SAR shall be determined by the Committee; provided,

however, that (i) no Tandem SAR shall be exercised later than the expiration, cancellation, forfeiture or other termination of

the related option and (ii) no Free-Standing SAR shall be exercised later than ten years after its date of grant. The Committee may,

in its discretion, establish Performance Measures which shall be satisfied or met as a condition to the grant of an SAR or to the exercisability

of all or a portion of an SAR. The Committee shall determine whether an SAR may be exercised in cumulative or non-cumulative installments

and in part or in full at any time. An exercisable SAR, or portion thereof, may be exercised, in the case of a Tandem SAR, only with

respect to whole shares of Common Stock and, in the case of a Free-Standing SAR, only with respect to a whole number of SARs. If an SAR

is exercised for shares of Restricted Stock, a certificate or certificates representing such Restricted Stock shall be issued in accordance

with Section 3.2(c), or such shares shall be transferred to the holder in book entry form with restrictions on the shares duly

noted, and the holder of such Restricted Stock shall have such rights of a stockholder of the Company as determined pursuant to Section

3.2(d). Prior to the exercise of a stock-settled SAR, the holder of such SAR shall have no rights as a stockholder of the Company

with respect to the shares of Common Stock subject to such SAR.

(c)

Method of Exercise. A Tandem SAR may be exercised (i) by giving written notice to the Company specifying the number of whole SARs

which are being exercised, (ii) by surrendering to the Company any options which are cancelled by reason of the exercise of the Tandem

SAR and (iii) by executing such documents as the Company may reasonably request. A Free-Standing SAR may be exercised (A) by giving written

notice to the Company specifying the whole number of SARs which are being exercised and (B) by executing such documents as the Company

may reasonably request. No shares of Common Stock shall be issued and no certificate representing Common Stock shall be delivered until

any withholding taxes thereon, as described in Section 5.5, have been paid (or arrangement made for such payment to the Company’s

satisfaction).

2.3

Termination of Employment or Service. All of the terms relating to the exercise, cancellation or other disposition of an option

or SAR (i) upon a termination of employment with or service to the Company of the holder of such option or SAR, as the case may be, whether

by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, shall be determined

by the Committee and set forth in the applicable award Agreement.

2.4

No Repricing. The Committee shall not, without the approval of the stockholders of the Company, (i) reduce the purchase price

or base price of any previously granted option or SAR, (ii) cancel any previously granted option or SAR in exchange for another option

or SAR with a lower purchase price or base price or (iii) cancel any previously granted option or SAR in exchange for cash or another

award if the purchase price of such option or the base price of such SAR exceeds the Fair Market Value of a share of Common Stock on

the date of such cancellation, in each case, other than in connection with a Change in Control or the adjustment provisions set forth

in Section 5.7.

2.5

No Dividend Equivalents. Notwithstanding anything in an Agreement to the contrary, the holder of an option or SAR shall not

be entitled to receive dividend equivalents with respect to the number of shares of Common Stock subject to such option or SAR.

III.

STOCK AWARDS

3.1

Stock Awards. The Committee may, in its discretion, grant Stock Awards to such eligible persons as may be selected by the

Committee. The Agreement relating to a Stock Award shall specify whether the Stock Award is a Restricted Stock Award, a Restricted Stock

Unit Award or, in the case of an Other Stock Award, the type of award being granted.

3.2

Terms of Restricted Stock Awards. Restricted Stock Awards shall be subject to the following terms and conditions and shall

contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.

(a)

Number of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Award and the Restriction

Period, Performance Period (if any) and Performance Measures (if any) applicable to a Restricted Stock Award shall be determined by the

Committee.

(b)

Vesting and Forfeiture. The Agreement relating to a Restricted Stock Award shall provide, in the manner determined by the Committee,

in its discretion, and subject to the provisions of this Plan, for the vesting of the shares of Common Stock subject to such award (i)

if the holder of such award remains continuously in the employment of the Company during the specified Restriction Period and (ii) if

specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the shares

of Common Stock subject to such award (x) if the holder of such award does not remain continuously in the employment of the Company during

the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance

Period.

(c)

Stock Issuance. During the Restriction Period, the shares of Restricted Stock shall be held by a custodian in book entry form

with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing a Restricted Stock Award shall

be registered in the holder’s name and may bear a legend, in addition to any legend which may be required pursuant to Section

5.6, indicating that the ownership of the shares of Common Stock represented by such certificate is subject to the restrictions,

terms and conditions of this Plan and the Agreement relating to the Restricted Stock Award. All such certificates shall be deposited

with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank

with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the

shares of Common Stock subject to the Restricted Stock Award in the event such award is forfeited in whole or in part. Upon termination

of any applicable Restriction Period (and the satisfaction or attainment of applicable Performance Measures), subject to the Company’s

right to require payment of any taxes in accordance with Section 5.5, the restrictions shall be removed from the requisite number

of any shares of Common Stock that are held in book entry form, and all certificates evidencing ownership of the requisite number of

shares of Common Stock shall be delivered to the holder of such award.

(d)

Rights with Respect to Restricted Stock Awards. Unless otherwise set forth in the Agreement relating to a Restricted Stock Award,

and subject to the terms and conditions of a Restricted Stock Award, the holder of such award shall have all rights as a stockholder

of the Company, including, but not limited to, voting rights, the right to receive dividends and the right to participate in any capital

adjustment applicable to all holders of Common Stock; provided, however, that a distribution or dividend with respect to

shares of Common Stock, including a regular cash dividend, shall be deposited with the Company and shall be subject to the same restrictions

as the shares of Common Stock with respect to which such distribution or dividend was made.

3.3

Terms of Restricted Stock Unit Awards. Restricted Stock Unit Awards shall be subject to the following terms and conditions

and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.

(a)

Number of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Unit Award, including the

number of shares that are earned upon the attainment of any specified Performance Measures, and the Restriction Period, Performance Period

(if any) and Performance Measures (if any) applicable to a Restricted Stock Unit Award shall be determined by the Committee.

(b)

Vesting and Forfeiture. The Agreement relating to a Restricted Stock Unit Award shall provide, in the manner determined by the

Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such Restricted Stock Unit Award (i) if

the holder of such award remains continuously in the employment of the Company during the specified Restriction Period and (ii) if specified

Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the shares of Common

Stock subject to such award (x) if the holder of such award does not remain continuously in the employment of the Company during the

specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance

Period.

(c)

Settlement of Vested Restricted Stock Unit Awards. The Agreement relating to a Restricted Stock Unit Award shall specify (i) whether

such award may be settled in shares of Common Stock or cash or a combination thereof and (ii) whether the holder thereof shall be entitled

to receive, on a deferred basis, dividend equivalents, and, if determined by the Committee, interest on, or the deemed reinvestment of,

any deferred dividend equivalents, with respect to the number of shares of Common Stock subject to such award. Any dividend equivalents

with respect to Restricted Stock Units that are subject to vesting conditions shall be subject to the same restrictions as such Restricted

Stock Units. Prior to the settlement of a Restricted Stock Unit Award, the holder of such award shall have no rights as a stockholder

of the Company with respect to the shares of Common Stock subject to such award.

3.4

Other Stock Awards. Subject to the limitations set forth in the Plan, the Committee is authorized to grant 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, shares of Common

Stock, including without limitation shares of Common Stock granted as a bonus and not subject to any vesting conditions, dividend equivalents,

deferred stock units, stock purchase rights and shares of Common Stock issued in lieu of obligations of the Company to pay cash under

any compensatory plan or arrangement, subject to such terms as shall be determined by the Committee. The Committee shall determine the

terms and conditions of such awards, which may include the right to elective deferral thereof, subject to such terms and conditions as

the Committee may specify in its discretion.

3.5

Termination of Employment or Service. All of the terms relating to the satisfaction of Performance Measures and the termination

of the Restriction Period or Performance Period relating to a Stock Award, or any forfeiture and cancellation of such award (i) upon

a termination of employment with or service to the Company of the holder of such award, whether by reason of disability, retirement,

death or any other reason, or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth in the

applicable award Agreement.

IV.

PERFORMANCE AWARDS

4.1

Performance Awards. The Committee may, in its discretion, grant Performance Awards to such eligible persons as may be selected

by the Committee.

4.2

Terms of Performance Awards. Performance Awards shall be subject to the following terms and conditions and shall contain such

additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.

(a)

Value of Performance Awards and Performance Measures. The method of determining the value of the Performance Award and the Performance

Measures and Performance Period applicable to a Performance Award shall be determined by the Committee.

(b)

Vesting and Forfeiture. The Agreement relating to a Performance Award shall provide, in the manner determined by the Committee,

in its discretion, and subject to the provisions of this Plan, for the vesting of such Performance Award if the specified Performance

Measures are satisfied or met during the specified Performance Period and for the forfeiture of such award if the specified Performance

Measures are not satisfied or met during the specified Performance Period.

(c)

Settlement of Vested Performance Awards. The Agreement relating to a Performance Award shall specify whether such award may be

settled in shares of Common Stock (including shares of Restricted Stock) or cash or a combination thereof. If a Performance Award is

settled in shares of Restricted Stock, such shares of Restricted Stock shall be issued to the holder in book entry form or a certificate

or certificates representing such Restricted Stock shall be issued in accordance with Section 3.2(c) and the holder of such Restricted

Stock shall have such rights as a stockholder of the Company as determined pursuant to Section 3.2(d). Any dividends or dividend

equivalents with respect to a Performance Award shall be subject to the same restrictions as such Performance Award. Prior to the settlement

of a Performance Award in shares of Common Stock, including Restricted Stock, the holder of such award shall have no rights as a stockholder

of the Company.

4.3

Termination of Employment or Service. All of the terms relating to the satisfaction of Performance Measures and the termination

of the Performance Period relating to a Performance Award, or any forfeiture and cancellation of such award (i) upon a termination of

employment with or service to the Company of the holder of such award, whether by reason of disability, retirement, death or any other

reason, or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth in the applicable award

Agreement.

GENERAL

5.1

Effective Date and Term of Plan. This Plan shall be submitted to the stockholders of the Company for approval at the Company’s

2018 annual meeting of stockholders and, if approved by the affirmative vote of a majority of the shares of Common Stock present in person

or represented by proxy at such annual meeting of stockholders, shall become effective as of the date on which the Plan was approved

by stockholders (the “Effective Date”). This Plan shall terminate as of the first annual meeting of the Company’s

stockholders to occur on or after the tenth anniversary of its Effective Date, unless terminated earlier by the Board. Termination of

this Plan shall not affect the terms or conditions of any award granted prior to termination.

Awards

hereunder may be made at any time prior to the termination of this Plan, provided that no Incentive Stock Option may be granted later

than ten years after the date on which the Plan was approved by the Board. In the event that this Plan is not approved by the stockholders

of the Company, this Plan and any awards hereunder shall be void and of no force or effect.

5.2

Amendments. The Board may amend this Plan as it shall deem advisable; provided, however, that no amendment to

the Plan shall be effective without the approval of the Company’s stockholders if (i) stockholder approval is required by applicable

law, rule or regulation, including any rule of the Nasdaq Capital Market or any other stock exchange on which the Common Stock is then

traded, or (ii) such amendment seeks to modify Section 2.4 hereof; provided further, that no amendment may materially impair

the rights of a holder of an outstanding award without the consent of such holder.

5.3

Agreement. Each award under this Plan shall be evidenced by an Agreement setting forth the terms and conditions applicable

to such award. No award shall be valid until an Agreement is executed by the Company and, to the extent required by the Company, executed

or electronically accepted by the recipient of such award. Upon such execution or acceptance and delivery of the Agreement to the Company

within the time period specified by the Company, such award shall be effective as of the effective date set forth in the Agreement.

5.4

Non-Transferability. No award shall be transferable other than by will, the laws of descent and distribution or pursuant to

beneficiary designation procedures approved by the Company or, to the extent expressly permitted in the Agreement relating to such award,

to the holder’s family members, a trust or entity established by the holder for estate planning purposes, a charitable organization

designated by the holder or pursuant to a domestic relations order, in each case, without consideration. Except to the extent permitted

by the foregoing sentence or the Agreement relating to an award, each award may be exercised or settled during the holder’s lifetime

only by the holder or the holder’s legal representative or similar person. Except as permitted by the second preceding sentence,

no award may be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law

or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate,

encumber or otherwise dispose of any award, such award and all rights thereunder shall immediately become null and void.

5.5

Tax Withholding. The Company shall have the right to require, prior to the issuance or delivery of any shares of Common Stock

or the payment of any cash pursuant to an award made hereunder, payment by the holder of such award of any federal, state, local or other

taxes which may be required to be withheld or paid in connection with such award. An Agreement may provide that (i) the Company shall

withhold whole shares of Common Stock which would otherwise be delivered to a holder, having an aggregate Fair Market Value determined

as of the date the obligation to withhold or pay taxes arises in connection with an award (the “Tax Date”), or withhold

an amount of cash which would otherwise be payable to a holder, in the amount necessary to satisfy any such obligation or (ii) the holder

may satisfy any such obligation by any of the following means (or by other means that the Committee deems appropriate): (A) a cash payment

or delivery of cash equivalents to the Company; (B) delivery (either actual delivery or by attestation procedures established by the

Company) to the Company of previously owned whole shares of Common Stock having an aggregate Fair Market Value, determined as of the

Tax Date, equal to the amount necessary to satisfy any such obligation; (C) authorizing the Company to withhold whole shares of Common

Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount

of cash which would otherwise be payable to a holder, in either case equal to the amount necessary to satisfy any such obligation; (D)

in the case of the exercise of an option, a cash payment by a broker-dealer acceptable to the Company to whom the participant has submitted

an irrevocable notice of exercise or (E) any combination of (A), (B) and (C), in each case to the extent set forth in the Agreement relating

to the award. Shares of Common Stock to be delivered or withheld may not have an aggregate Fair Market Value in excess of the amount

determined by applying the minimum statutory withholding rate (or, if permitted by the Company, such other rate as will not cause adverse

accounting consequences under the accounting rules then in effect, and is permitted under applicable IRS withholding rules). Any fraction

of a share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall

be paid in cash by the holder.

5.6

Restrictions on Shares. Each award made hereunder shall be subject to the requirement that if at any time the Company determines

that the listing, registration or qualification of the shares of Common Stock subject to such award upon any securities exchange or under

any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition

of, or in connection with, the delivery of shares thereunder, such shares shall not be delivered unless such listing, registration, qualification,

consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company

may require that certificates evidencing shares of Common Stock delivered pursuant to any award made hereunder bear a legend indicating

that the sale, transfer or other disposition thereof by the holder is prohibited except in compliance with the Securities Act of 1933,

as amended, and the rules and regulations thereunder.

5.7

Adjustment. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting

Standards Codification Topic 718, Compensation—Stock Compensation or any successor or replacement accounting standard) that causes

the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization

through an extraordinary cash dividend, the number and class of securities available under this Plan, the terms of each outstanding option

and SAR (including the number and class of securities subject to each outstanding option or SAR and the purchase price or base price

per share), the terms of each outstanding Stock Award (including the number and class of securities subject thereto), the terms of each

outstanding Performance Award (including the number and class of securities subject thereto, if applicable) shall be appropriately adjusted

by the Committee, such adjustments to be made in the case of outstanding options and SARs in accordance with Section 409A of the Code.

In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete

liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate

and equitable by the Committee to prevent dilution or enlargement of rights of participants. In either case, the decision of the Committee

regarding any such adjustment shall be final, binding and conclusive.

5.8

Change in Control.

(a)

Subject to the terms of the applicable award Agreements, in the event of a “Change in Control,” the Board, as constituted

prior to the Change in Control, may, in its discretion:

(1)

require

that (i) some or all outstanding options and SARs shall become exercisable in full or in part, either immediately or upon a subsequent

termination of employment, (ii) the Restriction Period applicable to some or all outstanding Stock Awards shall lapse in full or

in part, either immediately or upon a subsequent termination of employment, (iii) the Performance Period applicable to some or all

outstanding awards shall lapse in full or in part, and (iv) the Performance Measures applicable to some or all outstanding awards

shall be deemed to be satisfied at the target, maximum or any other level;

(2)

require

that shares of capital stock of the corporation resulting from or succeeding to the business of the Company pursuant to such Change

in Control, or a parent corporation thereof, be substituted for some or all of the shares of Common Stock subject to an outstanding

award, with an appropriate and equitable adjustment to such award as determined by the Board in accordance with Section 5.7;

and/or

(3)

require

outstanding awards, in whole or in part, to be surrendered to the Company by the holder, and to be immediately cancelled by the Company,

and to provide for the holder to receive (i) a cash payment in an amount equal to (A) in the case of an option or an SAR, the aggregate

number of shares of Common Stock then subject to the portion of such option or SAR surrendered, whether or not vested or exercisable,

multiplied by the excess, if any, of the Fair Market Value of a share of Common Stock as of the date of the Change in Control, over

the purchase price or base price per share of Common Stock subject to such option or SAR, (B) in the case of a Stock Award or a Performance

Award denominated in shares of Common Stock, the number of shares of Common Stock then subject to the portion of such award surrendered

to the extent the Performance Measures applicable to such award have been satisfied or are deemed satisfied pursuant to Section

5.8(a)(i), whether or not vested, multiplied by the Fair Market Value of a share of Common Stock as of the date of the Change

in Control, and (C) in the case of a Performance Award denominated in cash, the value of the Performance Award then subject to the

portion of such award surrendered to the extent the Performance Measures applicable to such award have been satisfied or are deemed

satisfied pursuant to Section 5.8(a)(i); (ii) shares of capital stock of the corporation resulting from or succeeding to the

business of the Company pursuant to such Change in Control, or a parent corporation thereof, having a fair market value not less

than the amount determined under clause (i) above; or (iii) a combination of the payment of cash pursuant to clause (i) above and

the issuance of shares pursuant to clause (ii) above.

(b)

For purposes of this Plan, a “Change in Control” shall mean:

(1)

The

consummation of an amalgamation, merger or consolidation of the Company with or into another entity or any other corporate reorganization

of the Company, if more than fifty percent (50%) of the combined voting power of the continuing or surviving entity’s securities

outstanding immediately after such amalgamation, merger, consolidation or other reorganization (or, if applicable, more than fifty

percent (50%) of the combined voting power of the ultimate parent company that directly or indirectly has beneficial ownership of

the securities of such continuing or surviving entity) is not owned directly or indirectly by persons who were holders of the Company’s

then-outstanding voting securities immediately prior to such amalgamation, merger, consolidation or other reorganization;

(2)

The

sale, transfer or other disposition of all or substantially all of the Company’s assets to an entity that is not a parent,

a Subsidiary or an Affiliate of the Company;

(3)

Any

transaction as a result of which any person becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange

Act), directly or indirectly, of securities of the Company representing at least fifty percent (50%) of the total voting power represented

by the Company’s then-outstanding voting securities. For purposes of this subsection, the term “person” shall have

the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall exclude: (i) any parent, Subsidiary or Affiliate

of the Company; (ii) any employee benefit plan (or related trust) sponsored or maintained by the Company, a parent, or any Subsidiary

or Affiliate; and (iii) any underwriter temporarily holding securities pursuant to an offering of such securities;

(4)

change in the composition of the Board over a period of twenty four (24) consecutive months or less as a result of which individuals

who, at the beginning of such period, constitute the Board (the “Incumbent Board”) cease for any reason to constitute

at least a majority of the Board; provided, however, that any individual subsequently becoming a director whose election,

or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then

comprising the Board (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 director, without written objection to such nomination) shall be considered as though such individual were a member

of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result

of either an actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board; or

(5)

The

stockholders of the Company approve a complete liquidation or dissolution of the Company;

provided,

that with respect to any nonqualified deferred compensation that becomes payable on account of the Change in Control, the transaction

or event described in clause (1), (2), (3) or (4) also constitutes a “change in control event,” as defined in Treasury Regulation

§1.409A-3(i)(5) if required in order for the payment not to violate Section 409A of the Code.

5.9

Deferrals. The Committee may determine that the delivery of shares of Common Stock or the payment of cash, or a combination

thereof, upon the settlement of all or a portion of any award made hereunder shall be deferred, or the Committee may, in its sole discretion,

approve deferral elections made by holders of awards. Deferrals shall be for such periods and upon such terms as the Committee may determine

in its sole discretion, subject to the requirements of Section 409A of the Code.

5.10

No Right of Participation, Employment or Service. Unless otherwise set forth in an employment agreement, no person shall have

any right to participate in this Plan. Neither this Plan nor any award made hereunder shall confer upon any person any right to continued

employment by or service with the Company, any Subsidiary or any Affiliate or affect in any manner the right of the Company, any Subsidiary

or any Affiliate to terminate the employment or service of any person at any time without liability hereunder.

5.11

Non-Uniform Determinations. The Committee’s determinations under the Plan (including without limitation determinations

of the persons to receive awards, the form, amount and time of such awards, the terms and provisions of such awards and the Agreements

evidencing awards) need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive, awards

under the Plan, whether or not such persons are similarly situated.

5.12

Rights as Stockholder. No person shall have any right as a stockholder of the Company with respect to any shares of Common

Stock or other equity security of the Company which is subject to an award hereunder unless and until such person becomes a stockholder

of record with respect to such shares of Common Stock or equity security.

5.13

Designation of Beneficiary. To the extent permitted by the Company, a holder of an award may file with the Company a written

designation of one or more persons as such holder’s beneficiary or beneficiaries (both primary and contingent) in the event of

the holder’s death or incapacity. To the extent an outstanding option or SAR granted hereunder is exercisable, such beneficiary

or beneficiaries shall be entitled to exercise such option or SAR pursuant to procedures prescribed by the Company. Each beneficiary

designation shall become effective only when filed in writing with the Company during the holder’s lifetime on a form prescribed

by the Company. The spouse of a married holder domiciled in a community property jurisdiction shall join in any designation of a beneficiary

other than such spouse. The filing with the Company of a new beneficiary designation shall cancel all previously filed beneficiary designations.

If a holder fails to designate a beneficiary, or if all designated beneficiaries of a holder predecease the holder, then each outstanding

award held by such holder, to the extent vested or exercisable, shall be payable to or may be exercised by such holder’s executor,

administrator, legal representative or similar person.

5.14

Awards Subject to Clawback. The awards granted under this Plan and any cash payment or shares of Common Stock delivered pursuant

to such an award are subject to forfeiture, recovery by the Company or other action pursuant to the applicable award Agreement or any

clawback or recoupment policy which the Company may adopt from time to time, including without limitation any such policy which the Company

may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder,

or as otherwise required by law.

5.15

Governing Law. This Plan, each award hereunder and the related Agreement, and all determinations made and actions taken pursuant

thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State

of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.

5.16

Foreign Employees. Without amending this Plan, the Committee may grant awards to eligible persons who are foreign nationals

and/or reside outside of the United States on such terms and conditions different from those specified in this Plan as may in the judgment

of the Committee be necessary or desirable to foster and promote achievement of the purposes of this Plan and, in furtherance of such

purposes the Committee may make such modifications, amendments, procedures, subplans and the like as may be necessary or advisable to

comply with provisions of laws in other countries or jurisdictions in which the Company or its Subsidiaries or Affiliates operates or

has employees.

5.17

Severability and Reformation. If any provision of the Plan or any award is, 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.

5.18

Unfunded Status of Awards; No Trust of Fund Created. The Plan is intended to constitute an “unfunded” plan. 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 Subsidiary or 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 Subsidiary or Affiliate pursuant to an award, such right shall be no greater than the right of any general

unsecured creditors of the Company or such Subsidiary or Affiliate.

5.19

No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any parent, Subsidiary

or Affiliate from adopting or continuing in effect other compensation arrangements (whether such arrangements be generally applicable

or applicable only in specific cases).

5.20

No Restriction of Corporate Action. Nothing contained in the Plan shall be construed to limit or impair the power of the Company

or any parent, Subsidiary or Affiliate to make adjustments, reclassifications, reorganizations, or changes in its capital or business

structure, or to amalgamate, merge or consolidate, liquidate, sell or transfer all or any part of its business or assets or to take other

actions which it deems to be necessary or appropriate. No employee, beneficiary or other person shall have any claim against the Company

or any parent, Subsidiary or Affiliate as a result of such action.

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Indicate if registrant meets the emerging growth company criteria.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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-Publisher SEC

-Name Exchange Act

-Number 240

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Local phone number for entity.

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No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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-Publisher SEC

-Name Exchange Act

-Number 240

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-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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

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

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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