{"url_path":"/sec/anik/8-k/2026-06-23/body","section_key":"body","section_title":"Body","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/898437/0001171843-26-004253-index.html","accession_number":"0001171843-26-004253","cik":"0000898437","ticker":"ANIK","issuer_name":"Anika Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/898437/0001171843-26-004253-index.html","primary_entity_key":"0000898437","primary_entity_name":"Anika Therapeutics, Inc."},"word_count":12298,"has_tables":true,"body_markdown":"EX-10.1\n2\nexh_101.htm\nEXHIBIT 10.1\n\n**Exhibit 10.1**\n\n**ANIKA THERAPEUTICS, INC.**\n\n**2017 OMNIBUS INCENTIVE PLAN**\n\n** **\n\n** **\n\nAnika Therapeutics, Inc. sets forth herein the terms of its 2017 Omnibus\nIncentive Plan.\n\n**1. PURPOSE**\n\n** **\n\nThe Plan is intended to enhance the ability of the Company and its Affiliates\nto attract and retain highly qualified officers, Non-employee Directors, employees, consultants and advisors, and to motivate such individuals\nto serve the Company and its Affiliates and to expend maximum effort to improve the business results and earnings of the Company, by providing\nto such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company.\nTo this end, the Plan provides for the grant of stock options, stock appreciation rights (“**SARs**”), restricted stock,\nrestricted stock units (“**RSUs**”), unrestricted stock, other share-based awards and cash awards. Any of these awards\nmay, but need not, be made as performance incentives to reward attainment of performance goals in accordance with the terms hereof. Upon\nthe Plan becoming effective, no further awards shall be made under the Prior Plan.\n\n**2. DEFINITIONS**\n\nFor purposes of interpreting the Plan and related documents (including Award\n/Agreements), the following definitions shall apply:\n\n“**Acquiror**” shall have the meaning set forth in **Section\n15.2.1**.\n\n“**Affiliate**” means any company or other trade or business\nthat “controls,” is “controlled by” or is “under common control with” the Company within the meaning\nof Rule 405 of Regulation C under the Securities Act, including any Subsidiary.\n\n“**Annual Incentive Award**” means a cash-based Performance\nAward with a performance period that is the Company’s fiscal year or other 12-month (or shorter) performance period as specified\nunder the terms of the Award as approved by the Board.\n\n“**Award**” means a grant under the Plan of an Option, SAR,\nRestricted Stock, RSU, Other Share-based Award or cash award.\n\n“**Award Agreement**” means a written agreement between the\nCompany and a Participant, or notice from the Company or an Affiliate to a Participant that evidences and sets out the terms of an Award.\n\n“**Board**” means the Board of Directors of the Company.\n\n“**Business Combination**” shall have the meaning set forth\nin **Section 15.2.2**.\n\n“**Cause**” shall be defined as that term is defined in the\nParticipant’s offer letter or other applicable employment agreement; or, if there is no such definition, “Cause” means,\nas determined by the Company in its sole discretion and unless otherwise provided in the applicable Award Agreement: (i) any material\nbreach by the Participant of any agreement between the Participant and the Company; (ii) the conviction of or plea of nolo contendere\nby the Participant to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance\n(other than by reason of disability) by the Participant of the Participant’s duties to the Company. A Separation from Service for\nCause shall be deemed to include a determination by the Company in its sole discretion following a Participant’s Separation from\nService that circumstances existing prior to such Separation from Service would have entitled the Company or an Affiliate to have terminated\nthe Participant’s service for Cause. All rights a Participant has or may have under the Plan shall be suspended automatically during\nthe pendency of any investigation by the Company, or during any negotiations between the Company and the Participant, regarding any actual\nor alleged act or omission by the Participant of the type described in the applicable definition of Cause.\n\n“**Change in Control**” shall have the meaning set forth in\n**Section 15.2.2**.\n\n“**Code**” means the Internal Revenue Code of 1986.\n\n“**Committee**” means the Compensation Committee of the Board,\nor such other committee as determined by the Board. The Compensation Committee of the Board may designate a subcommittee of its members\nto serve as the Committee (to the extent the Board has not designated another person, committee or entity as the Committee). The Board\nwill cause the Committee to satisfy the applicable requirements of any securities exchange on which the Common Stock may then be listed.\nFor purposes of Awards to Covered Employees intended to qualify as Performance-Based Compensation, to the extent required by Section 162(m),\nCommittee means all of the members of the Compensation Committee who are “outside directors” within the meaning of Section\n162(m). For purposes of Awards to Participants who are subject to Section 16 of the Exchange Act, Committee means all of the members of\nthe Compensation Committee who are “non-employee directors” within the meaning of Rule 16b-3 adopted under the Exchange Act.\n\n“**Company**” means Anika Therapeutics, Inc., a Massachusetts\ncorporation, or any successor corporation.\n\n“**Common Stock**” means the common stock of the Company.\n\n“**Consultant**” means a consultant or advisor that provides\nbona fide services to the Company or any Affiliate and who qualifies as a consultant or advisor under Form S-8.\n\n“**Covered Employee**” means a Participant who is a “covered\nemployee” within the meaning of Section 162(m) as qualified by **Section 12.4**.\n\n“**Disability**” shall be defined as that term is defined\nin the Participant’s offer letter or other applicable employment agreement; or, if there is no such definition, “Disability”\nmeans, as determined by the Company in its sole discretion and unless otherwise provided in the applicable Award Agreement, the Participant\nis unable to perform each of the essential duties of such Participant’s position by reason of a medically determinable physical\nor mental impairment which is potentially permanent in character or which can be expected to last for a continuous period of not less\nthan 12 months; *provided, however*, that, with respect to rules regarding expiration of an Incentive Stock Option following termination\nof the Participant’s employment, “Disability” means “permanent and total disability” as set forth in Code\nSection 22(e)(3).\n\n“**Effective Date**” means June 13, 2017, the date the Plan\nwas approved by the Stockholders.\n\n“**Exchange Act**” means the Securities Exchange Act of 1934.\n\n“**Fair Market Value**” means, as of any date, the value of\nthe Common Stock as determined below. If the Common Stock is listed on any established stock exchange or a national market system, including\nwithout limitation, the New York Stock Exchange or the Nasdaq Stock Market, the Fair Market Value shall be the closing price of a share\nof Common Stock (or if no sales were reported the closing price on the date immediately preceding such date) as quoted on such exchange\nor system on the day of determination. In the absence of an established market for the Common Stock, the Fair Market Value shall be determined\nin good faith by the Board and such determination shall be conclusive and binding on all persons.\n\n“**Family Member**” means a person who is a spouse, former\nspouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,\nbrother, sister, brother-in-law or sister-in-law, including adoptive relationships, of the applicable individual, any person sharing the\napplicable individual’s household (other than a tenant or employee), a trust in which any one or more of these persons have more\nthan 50% of the beneficial interest, a foundation in which any one or more of these persons (or the applicable individual) control the\nmanagement of assets, and any other entity in which one or more of these persons (or the applicable individual) own more than 50% of the\nvoting interests.\n\n“**Grant Date**” means the latest to occur of (i) the date\nas of which the Board approves an Award, (ii) the date on which the recipient of an Award first becomes eligible to receive an Award under\n**Section 6** or (iii) such other date as may be specified by the Board in the Award Agreement.\n\n“**Incentive Stock Option**” means an “incentive stock\noption” within the meaning of Code Section 422.\n\n“**Incumbent Directors**” shall have the meaning set forth\nin **Section 15.2.2**.\n\n“**New Shares**” shall have the meaning set forth in **Section\n15.1**.\n\n“**Non-employee Director**” means a member of the Board or\nthe board of directors of an Affiliate, in each case who is not an officer or employee of the Company or any Affiliate.\n\n“**Nonqualified Stock Option**” means an Option that is not\nan Incentive Stock Option.\n\n“**Option**” means an option to purchase one or more Shares\npursuant to the Plan.\n\n“**Option Price**” means the exercise price for each Share\nsubject to an Option.\n\n“**Other Share-based Awards**” means Awards consisting of\nShare units, or other Awards, valued in whole or in part by reference to, or otherwise based on, Shares.\n\n“**Participant**” shall mean a person who, as a Service Provider,\nhas been granted an Award under the Plan; *provided*, *however*, that in the case of the death or Disability of a Participant,\nthe term “Participant” refers to the Participant’s estate or other legal representative acting in a fiduciary capacity\non behalf of the Participant under applicable state law and court supervision.\n\n“**Performance Award**” means an Award made subject to the\nattainment of performance goals (as described in **Section 12**) over a performance period established by the Committee, and includes\nan Annual Incentive Award.\n\n“**Performance-Based Compensation**” means “performance-based\ncompensation” under Section 162(m).\n\n“**Plan**” means this Anika Therapeutics, Inc. 2017 Omnibus\nIncentive Plan.\n\n“**Policy**” shall have the meaning set forth in **Section\n3.2.2**.\n\n“**Prior Plan**” means the Anika Therapeutics, Inc. Second\nAmended and Restated 2003 Stock Option and Incentive Plan, as amended.\n\n“**Purchase Price**” means the purchase price for each Share\npursuant to a grant of Restricted Stock.\n\n“**Restricted Stock**” means restricted Shares, awarded to\na Participant pursuant to **Section 10**.\n\n“**Restricted Stock Unit**” or “**RSU**” means\na bookkeeping entry representing the equivalent of Shares, awarded to a Participant pursuant to **Section 10**.\n\n“**SAR Exercise Price**” means the per Share exercise price\nof a SAR granted to a Participant under **Section 9**.\n\n“**SEC**” means the United States Securities and Exchange\nCommission.\n\n“**Section 162(m)**” means Code Section 162(m).\n\n“**Section 409A**” means Code Section 409A.\n\n“**Securities Act**” means the Securities Act of 1933.\n\n“**Separation from Service**” means the termination of the\napplicable Participant’s employment with, and performance of services for, the Company and each Affiliate. A Participant employed\nby, or performing services for, an Affiliate or a division of the Company or an Affiliate shall not be deemed to incur a Separation from\nService if such Affiliate or division ceases to be an Affiliate or division of the Company, as the case may be, and the Participant immediately\nthereafter becomes an employee of (or service provider to), or member of the board of directors of, the Company or an Affiliate or a successor\ncompany or an affiliate or subsidiary thereof. Approved temporary absences from employment because of illness, vacation or leave of absence\nand transfers among the Company and its Affiliates shall not be considered Separations from Service. Notwithstanding the foregoing, with\nrespect to any Award that constitutes nonqualified deferred compensation under Section 409A, “Separation from Service” shall\nmean a “separation from service” as defined under Section 409A.\n\n“**Service Period**” shall have the meaning set forth in **Section\n10.1**.\n\n“**Service Provider**” means an employee, officer, Non-employee\nDirector or Consultant of the Company or an Affiliate.\n\n“**Share**” means a share of Common Stock.\n\n“**Stock Appreciation Right**” or “**SAR**”\nmeans a right granted to a Participant pursuant to **Section 9**.\n\n“**Stockholders**” means the stockholders of the Company.\n\n“**Subsidiary**” means any “subsidiary corporation”\nof the Company within the meaning of Code Section 424(f).\n\n“**Substitute Award**” means any Award granted in assumption\nof or in substitution for an award of a company or business acquired by the Company or an Affiliate or with which the Company or an Affiliate\ncombines.\n\n“**Ten Percent Stockholder**” means an individual who owns\nmore than 10% of the total combined voting power of all classes of outstanding stock of the Company, its parent or any of its Subsidiaries.\nIn determining stock ownership, the attribution rules of Code Section 424(d) shall be applied.\n\n“**Termination Date**” means the date that is 10 years after\nthe Effective Date, unless the Plan is earlier terminated by the Board under **Section 5.2**.\n\n“**Voting Securities**” shall have the meaning set forth in\n**Section 15.2.2**.\n\n**3. ADMINISTRATION OF THE PLAN**\n\n**3.1. General**\n\nThe Board shall have such powers and authorities related to the administration\nof the Plan as are consistent with the Company’s certificate of incorporation and bylaws and applicable law. The Board shall have\nthe power and authority to delegate its responsibilities hereunder to the Committee, which shall have full authority to act in accordance\nwith its charter, and with respect to the power and authority of the Board to act hereunder, all references to the Board shall be deemed\nto include a reference to the Committee, unless such power or authority is specifically reserved by the Board. Except as specifically\nprovided in **Section 14** or as otherwise may be required by applicable law, regulatory requirement or the certificate of incorporation\nor the bylaws of the Company, the Board shall have full power and authority to take all actions and to make all determinations required\nor provided for under the Plan, any Award or any Award Agreement, and shall have full power and authority to take all such other actions\nand make all such other determinations not inconsistent with the specific terms and provisions of the Plan that the Board deems to be\nnecessary or appropriate to the administration of the Plan. The Committee shall administer the Plan; *provided, however*, the Board\nshall retain the right to exercise the authority of the Committee to the extent consistent with applicable law and the applicable requirements\nof any securities exchange on which the Common Stock may then be listed. All actions, determinations and decisions by the Board or the\nCommittee under the Plan or any Award Agreement, or with respect to any Award, shall be in the sole discretion of the Board and shall\nbe final, binding and conclusive on all persons. Without limitation, the Board shall have full and final power and authority, subject\nto the other terms of the Plan, to:\n\n(i) designate Participants;\n\n(ii) determine the type or types of Awards to be made to Participants;\n\n(iii) determine the number of Shares to be subject to an Award;\n\n(iv) establish the terms of each Award (including the Option Price of\nany Option, the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise,\ntransfer or forfeiture of an Award or the Shares subject thereto and any terms or conditions that may be necessary to qualify Options\nas Incentive Stock Options);\n\n(v) subject to applicable law, delegate its authority and duties to\nthe Chief Executive Officer with respect to the granting of Options to individuals who are not Covered Employees or “insiders”\nwithin the meaning of Section 16 of the Exchange Act. Any such delegation by the Board shall include a limitation as to the amount of\nOptions that may be granted during the period of the delegation and shall contain guidelines as to the determination of the exercise price\nand the vesting criteria. The Board may revoke or amend the terms of a delegation at any time but such action shall not invalidate any\nprior actions of the Board’ delegate or delegates that were consistent with the terms of the Plan.;\n\n(vi) prescribe the form of each Award Agreement; and\n\n(vii) amend, modify or supplement the terms of any outstanding Award\nincluding the authority, in order to effectuate the purposes of the Plan, to modify Awards to foreign nationals or individuals who are\nemployed outside the United States to recognize differences in local law, tax policy or custom.\n\n**3.2. Separation from Service for Cause; Clawbacks**\n\n**3.2.1. Separation from Service for Cause**\n\nThe Company may annul an Award if the Participant incurs a Separation from\nService for Cause.\n\n**3.2.2. Clawbacks**\n\nAll awards, amounts or benefits received or outstanding under the Plan shall\nbe subject to clawback, cancellation, recoupment, rescission, payback, reduction or other similar action in accordance with the terms\nof any Company clawback or similar policy (the “**Policy**”) or any applicable law related to such actions, as may be in\neffect from time to time. A Participant’s acceptance of an Award shall be deemed to constitute the Participant’s acknowledgement\nof and consent to the Company’s application, implementation and enforcement of any applicable Policy that may apply to the Participant,\nwhether adopted prior to or following the Effective Date, and any provision of applicable law relating to clawback, cancellation, recoupment,\nrescission, payback or reduction of compensation, and the Participant’s agreement that the Company may take such actions as may\nbe necessary to effectuate any such policy or applicable law, without further consideration or action.\n\n**3.3. Deferral Arrangement**\n\nThe Board may permit or require the deferral of any Award payment into a\ndeferred compensation arrangement, subject to such rules and procedures as it may establish and in accordance with Section 409A, which\nmay include provisions for the payment or crediting of interest or dividend equivalents as provided in **Section 17.10**, including\nconverting such credits into deferred Share units.\n\n**3.4. No Liability**\n\nNo member of the Board or of the Committee shall be liable for any action\nor determination made in good faith with respect to the Plan, any Award or Award Agreement.\n\n**3.5. Book Entry**\n\nNotwithstanding any other provision of the Plan to the contrary, the Company\nmay elect to satisfy any requirement under the Plan for the delivery of stock certificates through the use of book entry.\n\n**3.6. No Repricing**\n\nNotwithstanding any provision herein to the contrary, the repricing or substitution\nof Options or SARs is prohibited without prior approval of the Stockholders. For this purpose, a “repricing” means any of\nthe following (or any other action that has the same effect as any of the following): (i) changing the terms or conditions of an Option\nor SAR to lower its Option Price or SAR Exercise Price; (ii) any other action that is treated as a “repricing” under generally\naccepted accounting principles; and (iii) repurchasing for cash or canceling an Option or SAR at a time when its Option Price or SAR Exercise\nPrice is greater than the Fair Market Value of the underlying Shares in exchange for or substitution of another Award, unless the cancellation\nand exchange occurs in connection with a change in capitalization or similar change under **Section 15**. A cancellation and exchange\nunder clause (iii) would be considered a “repricing” regardless of whether it is treated as a “repricing” under\ngenerally accepted accounting principles and regardless of whether it is voluntary on the part of the Participant.\n\n**4. STOCK SUBJECT TO THE PLAN**\n\n**4.1. Authorized Number of Shares**\n\nSubject to adjustment under **Section 15**, the total number of Shares\nauthorized to be awarded under the Plan shall not exceed  6,110,000 shares. The grant of any full value Award (i.e., an Award other\nthan an Option or a SAR) shall be deemed, for purposes of determining the number of Shares available for issuance under this **Section\n4.1**, as an Award of two (2) Shares for each Share actually subject to the Award. The grant of an Option or SAR shall be deemed, for\npurposes of determining the number of Shares available for issuance under this **Section 4.1**, as an Award for one (1) Share for each\nsuch Share actually subject to the Award. Any Shares returned to the Plan pursuant to **Section 4.2** shall be returned to the reserved\npool of Shares under the Plan in the same manner. In addition, Shares underlying any outstanding award granted under a Prior Plan that,\nfollowing the Effective Date, expires, or is terminated, surrendered or forfeited for any reason without issuance of Shares shall be available\nfor the grant of new Awards. As provided in **Section 1**, no new awards shall be granted under the Prior Plan following the Effective\nDate. Shares issued under the Plan may consist in whole or in part of authorized but unissued Shares, treasury Shares or Shares purchased\non the open market or otherwise.\n\n**4.2. Share Counting**\n\n**4.2.1. **Any Award settled in cash shall not be counted as issued\nShares for any purpose under the Plan.\n\n**4.2.2. **If any Award expires, or is terminated, surrendered or\nforfeited, in whole or in part, the unissued Shares covered by such Award shall again be available for the grant of Awards.\n\n**4.2.3. **If Shares issued pursuant to the Plan are repurchased\nby, or are surrendered or forfeited to the Company at no more than cost, such Shares shall again be available for the grant of Awards.\n\n**4.2.4. **If Shares issuable upon exercise, vesting or settlement\nof an Award, or Shares owned by a Participant (which are not subject to any pledge or other security interest) are surrendered or tendered\nto the Company in payment of the Option Price or Purchase Price of an Award, withheld upon the net settlement or net exercise of Options\nor stock-settled SARs granted under the Plan, or any taxes required to be withheld in respect of an Award, in each case, in accordance\nwith the terms of the Plan and any applicable Award Agreement, such surrendered or tendered Shares shall not be available again for the\ngrant of Awards.\n\n**4.2.5. **Substitute Awards shall not be counted against the number\nof Shares available for the grant of Awards.\n\n**4.3. Award Limits**\n\n**4.3.1. Incentive Stock Options**\n\nSubject to adjustment under **Section 15**,  6,110,000 Shares available\nfor issuance under the Plan shall be available for issuance as Incentive Stock Options.\n\n**4.3.2. Individual Award Limits for Section 162(m) -- Share-Based\nAwards**\n\nSubject to adjustment under **Section 15**, the maximum number of each\ntype of Award (other than cash-based Performance Awards) granted to any Participant in any calendar year shall not exceed the following\nnumber of Shares: (i) Options and SARs: 400,000 Shares; and (ii) all share-based Performance Awards (including Restricted Stock, RSUs\nand Other Share-based Awards that are Performance Awards): 400,000 Shares.\n\n**4.3.3. Individual Award Limits for Section 162(m) -- Cash-Based Awards**\n\nThe maximum amount of cash-based Performance Awards intended to qualify as\nPerformance-Based Compensation granted to any Participant in any calendar year shall not exceed the following: (i) Annual Incentive Awards:\n$1,000,000; and (ii) all other cash-based Performance Awards: $1,000,000.\n\n**4.3.4. Director Awards**\n\nThe maximum value of Awards granted during any calendar year to any Non-employee\nDirector, taken together with any cash fees paid to such Non-employee Director during the calendar year and the value of awards granted\nto the Non-employee Director under any other equity compensation plan of the Company or an Affiliate during the calendar year, shall not\nexceed the following in total value (calculating the value of any Awards or other equity compensation plan awards based on the fair market\nvalue as of grant date for financial reporting purposes): (i) $500,000 for the non-employee Chair or Lead Director of the Board and (ii)\n$425,000 for each Non-employee Director other than the Chair or Lead Director of the Board; *provided, however*, that awards granted\nto Non-employee Directors upon their initial election to the Board or the board of directors of an Affiliate shall not be counted towards\nthe limit under this **Section 4.3.4**.\n\n**5. EFFECTIVE DATE, DURATION AND AMENDMENTS**\n\n**5.1. Term**\n\nThe Plan shall be effective as of the Effective Date, *provided* that\nit has been approved by the Stockholders. The Plan shall terminate automatically on the 10-year anniversary of the Effective Date and\nmay be terminated on any earlier date as provided in **Section 5.2**.\n\n**5.2. Amendment and Termination of the Plan**\n\nThe Board may, at any time and from time to time, amend, suspend or terminate\nthe Plan as to any Awards which have not been made. An amendment shall be contingent on approval of the Stockholders to the extent stated\nby the Board, required by applicable law or required by applicable securities exchange listing requirements. No Awards shall be made after\nthe Termination Date. The applicable terms of the Plan, and any terms applicable to Awards granted prior to the Termination Date, shall\nsurvive the termination of the Plan and continue to apply to such Awards. No amendment, suspension or termination of the Plan shall, without\nthe consent of the Participant, materially impair rights or obligations under any Award theretofore awarded.\n\n**6. AWARD ELIGIBILITY AND LIMITATIONS**\n\n**6.1. Service Providers**\n\nSubject to this **Section 6**, Awards may be made to any Service Provider\nas the Board may determine and designate from time to time.\n\n**6.2. Successive Awards**\n\nAn eligible person may receive more than one Award, subject to such restrictions\nas are provided herein.\n\n**6.3. Stand-Alone, Additional, Tandem, and Substitute Awards**\n\nSubject to Section 3.6 above, Awards may be granted either alone or in addition\nto, in tandem with, or in substitution or exchange for, any other Award or any award granted under another plan of the Company, any Affiliate\nor any business entity to be acquired by the Company or an Affiliate, or any other right of a Participant to receive payment from the\nCompany or any Affiliate. Such additional, tandem or substitute or exchange Awards may be granted at any time. If an Award is granted\nin substitution or exchange for another award, the Board shall have the right to require the surrender of such other award in consideration\nfor the grant of the new Award. Subject to the requirements of applicable law, the Board may make Awards in substitution or exchange for\nany other award under another plan of the Company, any Affiliate or any business entity to be acquired by the Company or an Affiliate.\nIn addition, Awards may be granted in lieu of cash compensation, including in lieu of cash amounts payable under other plans of the Company\nor any Affiliate, in which the value of Shares subject to the Award is equivalent in value to the cash compensation (for example, RSUs\nor Restricted Stock).\n\n**6.4. Minimum Vesting**\n\nNotwithstanding any other provision of the Plan to the contrary, Share-based\nAwards granted under the Plan shall vest no earlier than the first anniversary of the date the Award is granted, excluding, for this purpose,\nany (i) Substitute Awards, (ii) Shares delivered in lieu of fully vested cash Awards, and (iii) Awards to Non-employee Directors that\nvest on the earlier of the one year anniversary of the date of grant or the next annual meeting of stockholders (provided that such vesting\nperiod under this clause (iii) may not be less than 50 weeks after grant; provided, that, the Board may grant Share-based Awards without\nregard to the foregoing minimum vesting requirement with respect to a maximum of five percent (5%) of the available share reserve authorized\nfor issuance under the Plan pursuant to Section 4.1 (subject to adjustment under Section 15); and, provided further, for the avoidance\nof doubt, that the foregoing restriction does not apply to the Committee’s discretion to provide for accelerated exercisability\nor vesting of any Award, including in cases of retirement, death, disability or a Change in Control, in the terms of the Award or otherwise.\n\n**7. AWARD AGREEMENT**\n\nThe grant of any Award may be contingent upon the Participant executing an\nappropriate Award Agreement, in such form or forms as the Board shall from time to time determine. Without limiting the foregoing, an\nAward Agreement may be provided in the form of a notice which provides that acceptance of the Award constitutes acceptance of all terms\nof the Plan and the notice. Award Agreements granted from time to time or at the same time need not contain similar provisions but shall\nbe consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended\nto be Nonqualified Stock Options or Incentive Stock Options, and in the absence of such specification such options shall be deemed Nonqualified\nStock Options.\n\n**8. TERMS AND CONDITIONS OF OPTIONS**\n\n**8.1. Option Price**\n\nThe Option Price of each Option shall be fixed by the Board and stated in\nthe related Award Agreement. The Option Price of each Option (except those that constitute Substitute Awards) shall be at least the Fair\nMarket Value on the Grant Date; *provided, however*, that in the event that a Participant is a Ten Percent Stockholder as of the\nGrant Date, the Option Price of an Option granted to such Participant that is intended to be an Incentive Stock Option shall be not less\nthan 110 percent of the Fair Market Value on the Grant Date. In no case shall the Option Price of any Option be less than the par value\nof a Share.\n\n**8.2. Vesting**\n\nSubject to **Section 8.3**, each Option shall become exercisable at such\ntimes and under such conditions (including performance requirements) as stated in the Award Agreement.\n\n**8.3. Term**\n\nEach Option shall terminate, and all rights to purchase Shares thereunder\nshall cease, upon the expiration of the Option term stated in the Award Agreement not to exceed 10 years from the Grant Date, or under\nsuch circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Board and stated in the related\nAward Agreement; *provided, however*, that in the event that the Participant is a Ten Percent Stockholder, an Option granted to such\nParticipant that is intended to be an Incentive Stock Option at the Grant Date shall not be exercisable after the expiration of five years\nfrom its Grant Date.\n\n**8.4. Limitations on Exercise of Option**\n\nNotwithstanding any other provision of the Plan, in no event may any Option\nbe exercised, in whole or in part, (i) prior to the date the Plan is approved by the Stockholders as provided herein or (ii) after the\noccurrence of an event which results in termination of the Option.\n\n**8.5. Method of Exercise**\n\nAn Option that is exercisable may be exercised by the Participant’s\ndelivery of a notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised,\naccompanied by full payment for the Shares. To be effective, notice of exercise must be made in accordance with procedures established\nby the Company from time to time.\n\n**8.6. Rights of Holders of Options**\n\nUnless otherwise provided in the applicable Award Agreement, an individual\nholding or exercising an Option shall have none of the rights of a Stockholder (for example, the right to direct the voting of the subject\nShares) until the Shares covered thereby are fully paid and issued to him or her. An individual holding an Option shall not have the right\nto receive cash or dividend payments or distributions attributable to the subject Shares until the Option has been exercised and the Shares\ncovered thereby are fully paid and issued to him or her. Except as provided in **Section 15** or the related Award Agreement, no adjustment\nshall be made for dividends, distributions or other rights for which the record date is prior to the date of such issuance.\n\n**8.7. Delivery of Stock Certificates**\n\nSubject to **Section 3.5**, promptly after the exercise of an Option by\na Participant and the payment in full of the Option Price, such Participant shall be entitled to the issuance of a stock certificate which\nevidences, or electronic notice of a book entry which records, his or her ownership of the Shares subject to the Option.\n\n**8.8. Limitations on Incentive Stock Options**\n\nAn Option shall constitute an Incentive Stock Option only (i) if the Participant\nof such Option is an employee of the Company or any Subsidiary of the Company; (ii) to the extent specifically provided in the related\nAward Agreement; and (iii) to the extent that the aggregate Fair Market Value (determined at the time the Option is granted) of the Shares\nwith respect to which all Incentive Stock Options held by such Participant become exercisable for the first time during any calendar year\n(under the Plan and all other plans of the Participant’s employer and its Affiliates) does not exceed $100,000. This limitation\nshall be applied by taking Options into account in the order in which they were granted. No Option shall be treated as an Incentive Stock\nOption unless the Plan has been approved by the Stockholders in a manner intended to comply with the stockholder approval requirements\nof Code Section 422(b)(1); *provided*, *however,*that any Option intended to be an Incentive Stock Option shall not fail to\nbe effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option\nunless and until such stockholder approval is obtained.\n\n**9. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS (SARs)**\n\n**9.1. Right to Payment**\n\nA SAR shall confer on the Participant a right to receive, upon exercise thereof,\nthe excess of (i) the Fair Market Value on the date of exercise over (ii) the SAR Exercise Price, as determined by the Board. The Award\nAgreement for a SAR (except those that constitute Substitute Awards) shall specify the SAR Exercise Price, which shall be fixed on the\nGrant Date as not less than the Fair Market Value on that date. SARs may be granted alone or in conjunction with all or part of an Option\nor at any subsequent time during the term of such Option or in conjunction with all or part of any other Award. A SAR granted in tandem\nwith an outstanding Option following the Grant Date of such Option shall have a grant price that is equal to the Option Price; *provided,\nhowever*, that the SAR’s grant price may not be less than the Fair Market Value on the Grant Date of the SAR to the extent required\nby Section 409A.\n\n**9.2. Other Terms**\n\nThe Board shall determine at the Grant Date or thereafter, the time or times\nat which and the circumstances under which a SAR may be exercised in whole or in part (including based on achievement of performance goals\nor future service requirements), the time or times at which SARs shall cease to be or become exercisable following Separation from Service\nor upon other conditions, the method of exercise, whether or not a SAR shall be in tandem or in combination with any other Award and any\nother terms of any SAR.\n\n**9.3. Term of SARs**\n\nThe term of a SAR granted under the Plan shall be determined by the Board;\n*provided, however*, that such term shall not exceed 10 years.\n\n**9.4. Payment of SAR Amount**\n\nUpon exercise of a SAR, a Participant shall be entitled to receive payment\nfrom the Company (in cash or Shares, as set forth in the Award Agreement) in an amount determined by multiplying:\n\n(i) the difference between the Fair Market Value on the date of exercise\nover the SAR Exercise Price; by\n\n(ii) the number of Shares with respect to which the SAR is exercised.\n\n**10. TERMS AND CONDITIONS OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS (RSUs)**\n\n**10.1. Restrictions (applicable to Restricted Stock and RSUs)**\n\nAt the time of grant, the Board may establish a period of time (a “**Service\nPeriod**”) and any additional restrictions including the satisfaction of corporate or individual performance objectives applicable\nto an Award of Restricted Stock or RSUs. Each Award of Restricted Stock or RSUs may be subject to a different Service Period and additional\nrestrictions. Neither Restricted Stock nor RSUs may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during\nthe Service Period or prior to the satisfaction of any other applicable restrictions.\n\n**10.2. Delivery of Shares (applicable to Restricted Stock and RSUs)**\n\nSubject to **Section 3.5**, upon the expiration or termination of any\nService Period and the satisfaction of any other conditions prescribed by the Board, the restrictions applicable to Shares of Restricted\nStock or RSUs settled in Shares shall lapse, and, unless otherwise provided in the applicable Award Agreement, a stock certificate for\nsuch Shares shall be delivered, free of all such restrictions, to the Participant or the Participant’s beneficiary or estate, as\nthe case may be.\n\n**10.3. Rights of Holders of Restricted Stock (applicable to Restricted\nStock, not RSUs)**\n\nUnless otherwise provided in the applicable Award Agreement, holders of Restricted\nStock shall have rights as Stockholders, including voting and dividend rights; *provided, however*, any dividends with respect to\nthe Restricted Stock shall be withheld by the Company for the Participant’s account, and interest may be credited on the amount\nof the dividends withheld at a rate and subject to such terms as determined by the Committee. The dividends so withheld by the Committee\nand attributable to any particular share of Restricted Stock (and earnings thereon, if applicable) shall be distributed to the Participant\nin cash or, at the discretion of the Committee, in Shares having a Fair Market Value equal to the amount of such dividends, if applicable,\nupon the release of restrictions on such Share and, if such Share is forfeited, the Participant shall have no right to such dividends.\n\n**10.4. Purchase of Restricted Stock (applicable to Restricted Stock,\nnot RSUs)**\n\nThe Participant shall be required, to the extent required by applicable law,\nto purchase the Restricted Stock from the Company at a Purchase Price equal to the greater of (i) the aggregate par value of the Shares\nrepresented by such Restricted Stock or (ii) the Purchase Price, if any, specified in the related Award Agreement. If specified in the\nAward Agreement, the Purchase Price may be deemed paid by services already rendered. The Purchase Price shall be payable in a form described\nin **Section 11**or, if so determined by the Board, in consideration for past services rendered.\n\n**10.5. Restricted Stock Certificates (applicable to Restricted Stock,\nnot RSUs)**\n\nSubject to **Section 3.5**, the Company shall issue, in the name of each\nParticipant to whom Restricted Stock has been granted, stock certificates or other evidence of ownership representing the total number\nof Shares of Restricted Stock granted to the Participant, as soon as reasonably practicable after the Grant Date. The Board may provide\nin an Award Agreement that either (i) the Secretary of the Company shall hold any stock certificates for the Participant’s benefit\nuntil such time as the Restricted Stock is forfeited to the Company or the restrictions lapse or (ii) such certificates shall be delivered\nto the Participant; *provided, however*, that such certificates shall bear a legend or legends that comply with the applicable securities\nlaws and regulations and make appropriate reference to the restrictions imposed under the Plan and the Award Agreement.\n\n**10.6. Rights of Holders of RSUs (applicable to RSUs, not Restricted\nStock)**\n\n**10.6.1. Settlement of RSUs**\n\nRSUs may be settled in cash or Shares, as set forth in the Award Agreement.\nThe Award Agreement shall also set forth whether the RSUs shall be settled (i) within the time period specified in Section 409A for short\nterm deferrals or (ii) otherwise within the requirements of Section 409A, in which case the Award Agreement shall specify upon which events\nsuch RSUs shall be settled.\n\n**10.6.2. Voting and Dividend Rights**\n\nUnless otherwise provided in the applicable Award Agreement, holders of RSUs\nshall not have rights as Stockholders, including voting or dividend or dividend equivalents rights. Dividend equivalent rights may be\ngranted with respect to RSUs pursuant to **Section 17.10**.\n\n**10.6.3. Creditor’s Rights**\n\nA holder of RSUs shall have no rights other than those of a general creditor\nof the Company. RSUs represent an unfunded and unsecured obligation of the Company, subject to the terms of the applicable Award Agreement.\n\n**11. FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK**\n\n**11.1. General Rule**\n\nPayment of the Option Price for the Shares purchased pursuant to the exercise\nof an Option or the Purchase Price for Restricted Stock shall be made in cash or in cash equivalents acceptable to the Company, except\nas provided in this **Section 11**.\n\n**11.2. Surrender of Shares**\n\nTo the extent the Award Agreement so provides, payment of the Option Price\nfor Shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock may be made all or in part through\nthe tender to the Company of Shares, which Shares shall be valued, for purposes of determining the extent to which the Option Price or\nPurchase Price for Restricted Stock has been paid thereby, at their Fair Market Value on the date of exercise or surrender. Notwithstanding\nthe foregoing, in the case of an Incentive Stock Option, the right to make payment in the form of already-owned Shares may be authorized\nonly at the time of grant.\n\n**11.3. Cashless Exercise**\n\nWith respect to an Option only (and not with respect to Restricted Stock),\nto the extent permitted by law and to the extent the Award Agreement so provides, payment of the Option Price may be made all or in part\nby delivery (on a form acceptable to the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company\nto sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the Option Price and any withholding taxes\ndescribed in **Section 17.3**.\n\n**11.4. Other Forms of Payment**\n\nTo the extent the Award Agreement so provides, payment of the Option Price\nor the Purchase Price for Restricted Stock may be made in any other form that is consistent with applicable laws, regulations and rules,\nincluding the Company’s withholding of Shares otherwise due to the exercising Participant.\n\n**12. TERMS AND CONDITIONS OF PERFORMANCE AWARDS**\n\n**12.1. Performance Conditions**\n\nThe right of a Participant to exercise or receive a grant or settlement of\nany Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Board. The Board may use such\nbusiness criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may reduce\nthe amounts payable under any Award subject to performance conditions, except as limited under **Section 12.2**in the case of Performance-Based\nCompensation.\n\n**12.2. Performance Awards Granted to Designated Covered Employees**\n\nIf and to the extent that the Board determines that a Performance Award to\nbe granted to a Participant who is designated by the Board as likely to be a Covered Employee should qualify as Performance-Based Compensation,\nthe grant, exercise or settlement of such Performance Award shall be contingent upon achievement of pre-established performance goals\nand other terms set forth in this **Section 12.2**. Notwithstanding anything herein to the contrary, the Board may provide for Performance\nAwards to Covered Employees that are not intended to qualify as Performance-Based Compensation.\n\n**12.2.1. Performance Goals Generally**\n\nThe performance goals for Performance Awards shall consist of one or more\nbusiness criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Board consistent\nwith this **Section 12.2**. Performance goals shall be objective and shall otherwise meet the requirements of Section 162(m), including\nthe requirement that the level or levels of performance targeted by the Board result in the achievement of performance goals being “substantially\nuncertain.” The Board may determine that Performance Awards shall be granted, exercised or settled upon achievement of any one performance\ngoal or that two or more of the performance goals must be achieved as a condition to grant, exercise or settlement of the Performance\nAwards. Performance goals may be established on a Company-wide basis, or with respect to one or more business units, divisions, Affiliates\nor business segments, as applicable. To the extent consistent with the requirements of Section 162(m), the Committee may determine at\nthe time that goals under this **Section 12**are established the extent to which measurement of performance goals may exclude the\nimpact of charges for restructuring, discontinued operations, extraordinary items, debt redemption or retirement, asset write downs, litigation\nor claim judgments or settlements, acquisitions or divestitures, foreign exchange gains and losses and other extraordinary, unusual or\nnon-recurring items, and the cumulative effects of tax or accounting changes (each as defined by generally accepted accounting principles\nand as identified in the Company’s financial statements or other SEC filings). Performance goals may differ for Performance Awards\ngranted to any one Participant or to different Participants.\n\n**12.2.2. Business Criteria**\n\nOne or more of the following business criteria for the Company, on a consolidated\nbasis, or specified Affiliates or business units of the Company (except with respect to the total stockholder return and earnings per\nshare criteria), shall be used exclusively by the Board in establishing performance goals for Performance Awards: (i) cash flow; (ii)\nearnings per share, as adjusted for any stock split, stock dividend or other recapitalization; (iii) earnings measures; (iv) return on\nequity; (v) total stockholder return; (vi) share price performance, as adjusted for any stock split, stock dividend or other recapitalization;\n(vii) return on capital; (viii) revenue; (ix) income; (x) profit margin; (xi) return on operating revenue; (xii) brand recognition or\nacceptance; (xiii) customer satisfaction; (xiv) productivity; (xv) expense targets; (xvi) market share; (xvii) cost control measures;\n(xviii) balance sheet metrics; (xix) strategic initiatives; (xx) implementation, completion or attainment of measurable objectives with\nrespect to recruitment or retention of personnel or employee satisfaction; (xxi) regulatory body approval for commercialization of a product;\n(xxii) implementation or completion of critical projects; or (xxiii) any other business criteria established by the Board; *provided,\nhowever*, that such business criteria shall include any derivations of business criteria listed above (*e.g.*, income shall include\npre-tax income, net income and operating income).\n\n**12.2.3. Timing for Establishing Performance Goals**\n\nPerformance goals shall be established not later than 90 days after the beginning\nof any performance period applicable to Performance Awards, or at such other date as may be required or permitted for Performance-Based\nCompensation.\n\n**12.2.4. Settlement of Performance Awards; Other Terms**\n\nSettlement of Performance Awards may be in cash, Shares, other Awards or\nother property. The Board may reduce the amount of a settlement otherwise to be made in connection with such Performance Awards.\n\n**12.3. Written Determinations**\n\nAll determinations by the Board as to the establishment of performance goals,\nthe amount of any Performance Award pool or potential individual Performance Awards and the achievement of performance goals relating\nto Performance Awards, shall be made in writing in the case of any Award intended to qualify as Performance-Based Compensation to the\nextent required by Section 162(m). To the extent permitted by Section 162(m), the Board may delegate any responsibility relating to Performance\nAwards.\n\n**12.4. Status of Section 12.2 Awards under Section 162(m)**\n\nIt is the intent of the Company that Performance Awards under **Section\n12.2** granted to persons who are designated by the Board as likely to be Covered Employees within the meaning of Section 162(m) shall,\nif so designated by the Board, qualify as Performance-Based Compensation. Accordingly, the terms of **Section 12.2**, including the\ndefinitions of Covered Employee and other terms used therein, shall be interpreted in a manner consistent with Section 162(m). The foregoing\nnotwithstanding, because the Board cannot determine with certainty whether a given Participant will be a Covered Employee with respect\nto a fiscal year that has not yet been completed, the term Covered Employee as used herein shall mean only a person designated by the\nBoard, at the time of grant of Performance Awards, as likely to be a Covered Employee with respect to that fiscal year. If any provision\nof the Plan or any agreement relating to such Performance Awards does not comply or is inconsistent with the requirements of Section 162(m),\nsuch provision shall be construed or deemed amended to the extent necessary to conform to such requirements.\n\n**13. OTHER SHARE-BASED AWARDS**\n\n**13.1. Grant of Other Share-based Awards**\n\nOther Share-based Awards may be granted either alone or in addition to or\nin conjunction with other Awards. Other Share-based Awards may be granted in lieu of other cash or other compensation to which a Service\nProvider is entitled from the Company or may be used in the settlement of amounts payable in Shares under any other compensation plan\nor arrangement of the Company, including any other Company incentive compensation plan. The Board shall have the authority to determine\nthe persons to whom and the time or times at which such Awards will be made, the number of Shares to be granted pursuant to such Awards,\nand all other terms of such Awards. Unless the Board determines otherwise, any such Award shall be confirmed by an Award Agreement, which\nshall contain such provisions as the Board determines to be necessary or appropriate to carry out the intent of the Plan with respect\nto such Award.\n\n**13.2. Terms of Other Share-based Awards**\n\nAny Common Stock subject to Awards made under this **Section 13** may\nnot be sold, assigned, transferred, pledged or otherwise encumbered prior to the date on which the Shares are issued, or, if later, the\ndate on which any applicable restriction, performance or deferral period lapses.\n\n**14. REQUIREMENTS OF LAW**\n\n**14.1. General**\n\nThe Company shall not be required to sell or issue any Shares under any Award\nif the sale or issuance of such Shares would constitute a violation by the Participant, any other individual exercising an Option or the\nCompany of any provision of any law or regulation of any governmental authority, including any federal or state securities laws or regulations.\nIf at any time the Board determines that the listing, registration or qualification of any Shares subject to an Award upon any securities\nexchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or\npurchase of Shares hereunder, no Shares may be issued or sold to the Participant or any other individual exercising an Option pursuant\nto such Award unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions\nnot acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award. Specifically,\nin connection with the Securities Act, upon the exercise of any Option or the delivery of any Shares underlying an Award, unless a registration\nstatement under such Act is in effect with respect to the Shares covered by such Award, the Company shall not be required to sell or issue\nsuch Shares unless the Board has received evidence satisfactory to it that the Participant or any other individual exercising an Option\nmay acquire such Shares pursuant to an exemption from registration under the Securities Act. The Company may, but shall in no event be\nobligated to, register any securities covered hereby pursuant to the Securities Act. The Company shall not be obligated to take any affirmative\naction in order to cause the exercise of an Option or the issuance of Shares pursuant to the Plan to comply with any law or regulation\nof any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until\nthe Shares covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in\nwhich the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability\nof such an exemption. The Committee may require the Participant to sign such additional documentation, make such representations and furnish\nsuch information as it may consider appropriate in connection with the grant of Awards or issuance or delivery of Shares in compliance\nwith applicable laws, rules and regulations.\n\n**14.2. Rule 16b-3**\n\nDuring any time when the Company has a class of equity security registered\nunder Section 12 of the Exchange Act, it is the intent of the Company that Awards and the exercise of Options will qualify for the exemption\nprovided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not\ncomply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the\nBoard, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may modify the Plan\nin any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.\n\n**15. EFFECT OF CHANGES IN CAPITALIZATION**\n\n**15.1. Adjustments for Changes in Capital Structure**\n\nSubject to any required action by the Stockholders, in the event of any change\nin the Common Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation,\nrecapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares,\nexchange of shares or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution\nto the Stockholders in a form other than Shares (excepting normal cash dividends) that has a material effect on the Fair Market Value,\nappropriate and proportionate adjustments shall be made in the number and class of shares subject to the Plan and to any outstanding Awards,\nand in the Option Price, SAR Exercise Price or Purchase Price per Share of any outstanding Awards in order to prevent dilution or enlargement\nof Participants’ rights under the Plan. For purposes of the foregoing, conversion of any convertible securities of the Company shall\nnot be treated as “effected without receipt of consideration by the Company.” If a majority of the Shares which are of the\nsame class as the Shares that are subject to outstanding Awards are exchanged for, converted into, or otherwise become (whether or not\npursuant to a Change in Control) shares of another corporation (the “**New Shares**”), the Board may unilaterally amend\nthe outstanding Awards to provide that such Awards are for New Shares. In the event of any such amendment, the number of Shares subject\nto, and the Option Price, SAR Exercise Price or Purchase Price per Share of, the outstanding Awards shall be adjusted in a fair and equitable\nmanner. Any fractional share resulting from an adjustment pursuant to this **Section 15.1**shall be rounded down to the nearest whole\nnumber and the Option Price, SAR Exercise Price or Purchase Price per share shall be rounded up to the nearest whole cent. In no event\nmay the exercise price of any Award be decreased to an amount less than the par value, if any, of the stock subject to the Award. The\nBoard may also make such adjustments in the terms of any Award to reflect, or related to, such changes in the capital structure of the\nCompany or distributions as it deems appropriate. Adjustments determined by the Board pursuant to this **Section 15.1** shall be made\nin accordance with Section 409A to the extent applicable.\n\n**15.2. Change in Control**\n\n**15.2.1. Consequences of a Change in Control**\n\nSubject to the requirements and limitations of Section 409A if applicable,\nthe Board may provide for any one or more of the following in connection with a Change in Control, which such actions need not be the\nsame for all Participants:\n\n(a) **Accelerated Vesting**. The Board may provide in any Award Agreement,\nor in the event of a Change in Control may take such actions as it deems appropriate to provide, for the acceleration of the exercisability,\nvesting or settlement in connection with such Change in Control of each or any outstanding Award or portion thereof and Shares acquired\npursuant thereto upon such terms, including a Participant’s Separation from Service prior to, upon, or following such Change in\nControl, to such extent as determined by the Board.\n\n(b) **Assumption, Continuation or Substitution**. In the event of\na Change in Control, the surviving, continuing, successor or purchasing corporation or other business entity or parent thereof, as the\ncase may be (the “**Acquiror**”), may, without the consent of any Participant, either assume or continue the Company’s\nrights and obligations under each or any Award or portion thereof outstanding immediately prior to the Change in Control or substitute\nfor each or any such outstanding Award or portion thereof a substantially equivalent award with respect to the Acquiror’s stock,\nas applicable. For purposes of this **Section 15.2.1**, an Award denominated in Shares shall be deemed assumed if, following the Change\nin Control, the Award confers the right to receive, subject to the terms of the Plan and the applicable Award Agreement, for each Share\nsubject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property\nor a combination thereof) to which a Stockholder on the effective date of the Change in Control was entitled; *provided, however*,\nthat if such consideration is not solely common stock of the Acquiror, the Board may, with the consent of the Acquiror, provide for the\nconsideration to be received upon the exercise or settlement of the Award, for each Share subject to the Award, to consist solely of common\nstock of the Acquiror equal in Fair Market Value to the per Share consideration received by Stockholders pursuant to the Change in Control.\nIf any portion of such consideration may be received by Stockholders pursuant to the Change in Control on a contingent or delayed basis,\nthe Board may determine such Fair Market Value as of the time of the Change in Control on the basis of the Board’s estimate of the\npresent value of the probable future payment of such consideration. Any Award or portion thereof which is neither assumed or continued\nby the Acquiror in connection with the Change in Control nor exercised or settled as of the time of consummation of the Change in Control\nshall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control.\n\n(c) **Cash-Out of Awards.** The Board may, without the consent of\nany Participant, determine that, upon the occurrence of a Change in Control, each or any Award or a portion thereof outstanding immediately\nprior to the Change in Control and not previously exercised or settled shall be canceled in exchange for a payment with respect to each\nvested Share (and each unvested Share, if so determined by the Board) subject to such canceled Award in (i) cash, (ii) stock of the Company\nor of a corporation or other business entity a party to the Change in Control or (iii) other property which, in any such case, shall be\nin an amount having a Fair Market Value equal to the Fair Market Value of the consideration to be paid per Share in the Change in Control,\nreduced by the exercise or purchase price per Share, if any, under such Award. If any portion of such consideration may be received by\nStockholders pursuant to the Change in Control on a contingent or delayed basis, the Board may determine such Fair Market Value as of\nthe time of the Change in Control on the basis of the Board’s estimate of the present value of the probable future payment of such\nconsideration. In the event such determination is made by the Board, the amount of such payment (reduced by applicable withholding taxes,\nif any) shall be paid to Participants in respect of the vested portions of their canceled Awards as soon as practicable following the\ndate of the Change in Control and in respect of the unvested portions of their canceled Awards in accordance with the vesting schedules\napplicable to such Awards. For avoidance of doubt, if the amount determined pursuant to this **Section 15.2.1(c)**for an Option or\nSAR is zero or less, the affected Option or SAR may be cancelled without any payment therefore.\n\n**15.2.2. Change in Control Defined**\n\nUnless otherwise provided in the applicable Award Agreement, a “**Change\nin Control**” means the consummation of any of the following events:\n\n(a) the acquisition, other than from the Company, by any individual,\nentity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), other than the Company or any subsidiary,\naffiliate (within the meaning of Rule 144 promulgated under the Securities Act) or employee benefit plan of the Company, of beneficial\nownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of the then\noutstanding voting securities of the Company entitled to vote generally in the election of directors (the “**Voting Securities**”);\nor\n\n(b) a reorganization, merger, consolidation or recapitalization of the\nCompany (a “**Business Combination**”), other than a Business Combination in which more than 50% of the combined voting\npower of the outstanding voting securities of the surviving or resulting entity immediately following the Business Combination is held\nby the persons who, immediately prior to the Business Combination, were the holders of the Voting Securities; or\n\n(c) a complete liquidation or dissolution of the Company, or a sale\nof all or substantially all of the assets of the Company; or\n\n(d) during any period of 12 consecutive months, the Incumbent Directors\ncease to constitute a majority of the Board; “**Incumbent Directors**” means individuals who were members of the Board\nat the beginning of such period or individuals whose election or nomination for election to the Board by the Stockholders was approved\nby a vote of at least a majority of the then Incumbent Directors (but excluding any individual whose initial election or nomination is\nin connection with an actual or threatened proxy contest relating to the election of directors). Notwithstanding the foregoing, if it\nis determined that an Award is subject to the requirements of Section 409A and payable upon a Change in Control, the Company will not\nbe deemed to have undergone a Change in Control for purposes of the Plan unless the Company is deemed to have undergone a “change\nin control event” pursuant to the definition of such term in Section 409A.\n\n**15.3. Adjustments**\n\nAdjustments under this **Section 15** related to Shares or other securities\nof the Company shall be made by the Board. No fractional Shares or other securities shall be issued pursuant to any such adjustment, and\nany fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole Share.\n\n**16. NO LIMITATIONS ON COMPANY**\n\nThe making of Awards shall not affect or limit in any way the right or power\nof the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, consolidate,\ndissolve or liquidate, or to sell or transfer all or any part of its business or assets.\n\n**17. TERMS APPLICABLE GENERALLY TO AWARDS**\n\n**17.1. Disclaimer of Rights**\n\nNo provision in the Plan or in any Award Agreement shall be construed to\nconfer upon any individual the right to remain in the employ or service of the Company or any Affiliate, or to interfere in any way with\nany contractual or other right or authority of the Company or any Affiliate either to increase or decrease the compensation or other payments\nto any individual at any time, or to terminate any employment or other relationship between any individual and the Company or any Affiliate.\nIn addition, notwithstanding anything contained in the Plan to the contrary, unless otherwise provided in the applicable Award Agreement,\nno Award shall be affected by any change of duties or position of the Participant, so long as such Participant continues to be a Service\nProvider. The obligation of the Company to pay any benefits pursuant to the Plan shall be interpreted as a contractual obligation to pay\nonly those amounts described herein, in the manner and under the conditions prescribed herein. The Plan shall in no way be interpreted\nto require the Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to\nany Participant or beneficiary under the terms of the Plan.\n\n**17.2. Nonexclusivity of the Plan**\n\nNeither the adoption of the Plan nor the submission of the Plan to the Stockholders\nfor approval shall be construed as creating any limitations upon the right or authority of the Board or its delegate to adopt such other\ncompensation arrangements as the Board or its delegate determines desirable.\n\n**17.3. Withholding Taxes**\n\nThe Company or an Affiliate, as the case may be, shall have the right to\ndeduct from payments of any kind otherwise due to a Participant any federal, state or local taxes of any kind required by law to be withheld\n(i) with respect to the vesting of or other lapse of restrictions applicable to an Award, (ii) upon the issuance of any Shares upon the\nexercise of an Option or SAR or (iii) otherwise due in connection with an Award. At the time of such vesting, lapse or exercise, the Participant\nshall pay to the Company or the Affiliate, as the case may be, any amount that the Company or the Affiliate may reasonably determine to\nbe necessary to satisfy such withholding obligation. In addition, the Board may provide one or more Participants with the right to direct\nthe Company to withhold, from the Shares otherwise issuable upon the exercise of an Option or Stock Appreciation Right or upon the issuance\nof fully-vested Shares (whether pursuant to Restricted Stock, RSUs, Other Share-based Awards, or otherwise), a portion of those Shares\nwith an aggregate Fair Market Value equal to the percentage of the applicable withholding taxes (not to exceed one hundred percent (100%))\ndesignated by the Participant; **provided, however**, that the amount of any Shares so withheld shall not exceed the amount\nnecessary to satisfy the Company’s required tax withholding obligations using not more than the applicable maximum statutory withholding\nrates (or such other rates as required to avoid adverse accounting treatment as determined by the Board). The Fair Market Value of the\nShares used to satisfy such withholding obligation shall be determined by the Company or the Affiliate as of the date that the amount\nof tax to be withheld is to be determined. A Participant who has made an election pursuant to this **Section 17.3** may satisfy his\nor her withholding obligation only with Shares that are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar\nrequirements.\n\n**17.4. Other Provisions; Legends**\n\nEach Award Agreement may contain such other terms not inconsistent with the\nPlan as may be determined by the Board. Any stock certificates for any Shares issued under the Plan shall be subject to such stop-transfer\norders and other restrictions as the Company in its sole discretion may deem advisable under the rules, regulations and other requirements\nof the SEC, any securities exchange on which the Common Stock may then be listed and any applicable federal or state securities law, and\nthe Company in its sole discretion may cause a legend or legends to be placed on such certificates to make appropriate reference to such\nrestrictions.\n\n**17.5. Severability**\n\nIf any provision of the Plan or any Award Agreement shall be determined to\nbe illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and\nenforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.\n\n**17.6. Governing Law**\n\nThe Plan shall be governed by and construed in accordance with the internal\nlaws of the Commonwealth of Massachusetts without regard to the principles of conflicts of law thereof or principles of conflicts of laws\nof any other jurisdiction that could cause the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts.\nFor purposes of resolving any dispute that arises directly or indirectly in connection with the Plan, each Participant, by virtue of receiving\nan Award, shall be deemed to have submitted to and consented to the exclusive jurisdiction of the Commonwealth of Massachusetts and to\nhave agreed that any related litigation shall be conducted solely in the courts of Middlesex County, Massachusetts or the United States\nDistrict Court for the District of Massachusetts, where the Plan is made and to be performed, and no other courts.\n\n**17.7. Section 409A**\n\nThe Plan is intended to comply with Section 409A, and, accordingly, to the\nmaximum extent permitted, the Plan shall be interpreted and administered to be in compliance therewith. Any payments described in the\nPlan that are due within the “short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation\nunless applicable laws require otherwise. Notwithstanding anything to the contrary in the Plan, to the extent required to avoid accelerated\ntaxation and tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant\nto the Plan during the six-month period immediately following the Participant’s Separation from Service shall instead be paid on\nthe first payroll date after the six-month anniversary of the Participant’s Separation from Service (or the Participant’s\ndeath, if earlier). Notwithstanding the foregoing, neither the Company nor the Committee shall have any obligation to take any action\nto prevent the assessment of any excise tax or penalty on any Participant under Section 409A and neither the Company nor the Board shall\nhave any liability to any Participant for such tax or penalty.\n\n**17.8. Separation from Service**\n\nThe Board shall determine the effect of a Separation from Service upon Awards,\nand such effect shall be set forth in the applicable Award Agreement. Without limiting the foregoing, the Board may provide in the Award\nAgreements at the time of grant, or any time thereafter with the consent of the Participant, the actions that will be taken upon the occurrence\nof a Separation from Service, including accelerated vesting or termination, depending upon the circumstances surrounding the Separation\nfrom Service.\n\n**17.9. Transferability of Awards**\n\n**17.9.1. Transfers in General**\n\nExcept as provided in **Section 17.9.2**, no Award shall be assignable\nor transferable by the Participant to whom it is granted, other than by will or the laws of descent and distribution, and, during the\nlifetime of the Participant, only the Participant personally (or the Participant’s personal representative) may exercise rights\nunder the Plan.\n\n**17.9.2. Family Transfers**\n\nIf authorized in the applicable Award Agreement, a Participant may transfer,\nnot for value, all or part of an Award (other than Incentive Stock Options) to any Family Member. For the purpose of this **Section 17.9.2**,\na “not for value” transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic relations order in settlement\nof marital property rights or (iii) a transfer to an entity in which more than 50% of the voting interests are owned by Family Members\n(or the Participant) in exchange for an interest in that entity. Following a transfer under this **Section 17.9.2**, any such Award\nshall continue to be subject to the same terms as were applicable immediately prior to transfer. Subsequent transfers of transferred Awards\nare prohibited except to Family Members of the original Participant in accordance with this **Section 17.9.2** or by will or the laws\nof descent and distribution.\n\n**17.10. Dividends and Dividend Equivalent Rights**\n\nIf specified in the Award Agreement, the recipient of an Award may be entitled\nto receive, currently or on a deferred basis, dividends or dividend equivalents with respect to the Common Stock or other securities covered\nby an Award; *provided, however*, that no dividends or dividend equivalents may be paid or granted with respect to an Option or SAR\nor the Shares subject thereto until such Award has been exercised. The terms of a dividend equivalent right may be set forth in the Award\nAgreement. Dividend equivalents credited to a Participant may be paid currently or may be deemed to be reinvested in additional Shares\nor other securities of the Company at a price per unit equal to the Fair Market Value on the date that such dividend was paid to Stockholders.\nNotwithstanding the foregoing, in no event will dividends or dividend equivalents on any Award that is subject to vesting conditions (including\nthe achievement of performance criteria) be payable before the Award has become vested.\n\n**17.11. Data Protection**\n\nA Participant’s acceptance of an Award shall be deemed to constitute\nthe Participant’s acknowledgement of and consent to the collection and processing of personal data relating to the Participant so\nthat the Company and the Affiliates can fulfill their obligations and exercise their rights under the Plan and generally administer and\nmanage the Plan. This data shall include data about participation in the Plan and Shares offered or received, purchased or sold under\nthe Plan and other appropriate financial and other data (such as the date on which the Awards were granted) about the Participant and\nthe Participant’s participation in the Plan.\n\n**17.12. Plan Construction**\n\nIn the Plan, unless otherwise stated, the following uses apply: (i) references\nto a statute or law refer to the statute or law and any amendments and any successor statutes or laws, and to all valid and binding governmental\nregulations, court decisions and other regulatory and judicial authority issued or rendered thereunder, as amended, or their successors,\nas in effect at the relevant time; (ii) in computing periods from a specified date to a later specified date, the words “from”\nand “commencing on” (and the like) mean “from and including,” and the words “to,” “until”\nand “ending on” (and the like) mean “to and including”; (iii) indications of time of day shall be based upon the\ntime applicable to the location of the principal headquarters of the Company; (iv) the words “include,” “includes”\nand “including” (and the like) mean “include, without limitation,” “includes, without limitation”\nand “including, without limitation” (and the like), respectively; (v) all references to articles and sections are to articles\nand sections in the Plan; (vi) all words used shall be construed to be of such gender or number as the circumstances and context require;\n(vii) the captions and headings of articles and sections have been inserted solely for convenience of reference and shall not be considered\na part of the Plan, nor shall any of them affect the meaning or interpretation of the Plan or any of its provisions; (viii) any reference\nto an agreement, plan, policy, form, document or set of documents, and the rights and obligations of the parties under any such agreement,\nplan, policy, form, document or set of documents, shall mean such agreement, plan, policy, form, document or set of documents as amended\nfrom time to time, and any and all modifications, extensions, renewals, substitutions or replacements thereof; and (ix) all accounting\nterms not specifically defined shall be construed in accordance with GAAP.\n\n**Adopted by the Board:**\n \n \n**March 31, 2017**\n\n**Approved by the Stockholders:**\n \n \n**June 13, 2017**\n\n**Amended by the Stockholders:**\n \n \n**June 18, 2019; June 16, 2020; June 16, 2021; June 8, 2022; June 14, 2023; June 20, 2025; June 18, 2026**\n\n**Scheduled Termination Date:**\n \n \n**June 13, 2027**\n\n \n \n \n "}