{"url_path":"/sec/bcrx/8-k/2026-06-12/body","section_key":"body","section_title":"Body","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/882796/0001171843-26-004096-index.html","accession_number":"0001171843-26-004096","cik":"0000882796","ticker":"BCRX","issuer_name":"BIOCRYST PHARMACEUTICALS INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/882796/0001171843-26-004096-index.html","primary_entity_key":"0000882796","primary_entity_name":"BIOCRYST PHARMACEUTICALS INC"},"word_count":11535,"has_tables":true,"body_markdown":"EX-10.1\n2\nexh_101.htm\nEXHIBIT 10.1\n\n**Exhibit 10.1**\n\n**BIOCRYST PHARMACEUTICALS, INC.\nSTOCK INCENTIVE PLAN\n(AS AMENDED AND RESTATED AS OF APRIL 20, 2026)**\n\nARTICLE\nOne\n\nGENERAL PROVISIONS\n\nI.PURPOSES OF THE PLAN\n\nA.\nThis Stock Incentive Plan (the “Plan”), formerly the “BioCryst Pharmaceuticals, Inc. 1991 Stock Option\nPlan,” is intended to promote the interests of BioCryst Pharmaceuticals, Inc., a Delaware corporation (the “Company”),\nby providing a method whereby (i) employees (including officers and directors) of the Company (or its parent or subsidiary corporations),\n(ii) non-employee members of the board of directors of the Company (the “Board”) (or of any parent or subsidiary corporations)\nand (iii) consultants and other independent contractors who provide valuable services to the Company (or any parent or subsidiary corporations)\nmay be offered the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Company as\nan incentive for them to remain in the service of the Company (or any parent or subsidiary corporations).\n\nB.\nFor purposes of the Plan, the following provisions shall be applicable in determining the parent and subsidiary corporations\nof the Company:\n\n(i)\nAny corporation (other than the Company) in an unbroken chain of corporations ending with the Company shall be considered\nto be a **parent**corporation of the Company, provided each such corporation in the unbroken chain (other than the Company) owns,\nat the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock\nin one of the other corporations in such chain.\n\n(ii)\nEach corporation (other than the Company) in an unbroken chain of corporations beginning with the Company shall be considered\nto be a **subsidiary** of the Company, provided each such corporation (other than the last corporation) in the unbroken chain owns,\nat the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock\nin one of the other corporations in such chain.\n\nC.\nThe Plan, as amended and restated, was approved and adopted by the Board, effective on April 20, 2026, in order to increase\nby 7,000,000 the number of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), available\nfor issuance under the Plan, subject to approval by the Company’s stockholders at the Company’s Annual Meeting of Stockholders\non June 11, 2026, and to make certain other changes.\n\nII.STRUCTURE OF THE PLAN\n\nA.\nThe Plan shall be divided into three separate equity programs:\n\n(i)\nthe Discretionary Option Grant Program specified in Article Two, pursuant to which eligible persons may, at the discretion\nof the Plan Administrator, be granted options to purchase shares of Common Stock,\n\n(ii)\nthe Stock Issuance Program specified in Article Three, pursuant to which eligible persons may, at the discretion of the\nPlan Administrator, be issued shares of Common Stock directly or through the issuance of restricted stock units (“RSUs”) that\nprovide for the issuance of shares of Common Stock if the applicable vesting criteria are satisfied, and\n\n(iii)\nthe Director Grant Program specified in Article Four, pursuant to which non-employee members of the Board may receive grants\nof awards.\n\nB.\nUnless the context clearly indicates otherwise, the provisions of Articles One and Five of the Plan shall apply to all equity\nprograms under the Plan and shall accordingly govern the interests of all individuals under the Plan.\n\nIII.ADMINISTRATION OF THE PLAN\n\nA.\nThe Plan shall be administered by the Committee who shall be the Compensation Committee of the Board or, in the absence\nof a Compensation Committee, a properly constituted committee or the Board itself (the administrator is referred to herein as the “Committee”\nor the “Plan Administrator”). Any power of the Committee may also be exercised by the Board, except to the extent that the\ngrant or exercise of such authority would cause any award or transaction to become subject to (or lose an exemption under) the short-swing\nprofit recovery provisions of Section 16 of the Securities Exchange Act of 1934, as amended (the “1934 Act”). To the extent\nthat any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control. The Committee\nmay by resolution authorize one or more officers of the Company to perform any or all things that the Committee is authorized and empowered\nto do or perform under the Plan, and for all purposes under this Plan, such officer or officers shall be treated as the Committee; provided,\nhowever, that the resolution so authorizing such officer or officers shall specify the total number of awards (if any) such officer or\nofficers may award pursuant to such delegated authority, and any such award shall be subject to the form of award agreement theretofore\napproved by the Compensation Committee. No such officer shall designate himself or herself as a recipient of any awards granted under\nauthority delegated to such officer. In addition, the Compensation Committee may delegate any or all aspects of the day-to-day administration\nof the Plan to one or more officers or employees of the Company or any subsidiary or affiliate, and/or to one or more agents.\n\nB.\nSubject to the express provisions of this Plan, the Committee shall be authorized and empowered to do all things that it\ndetermines to be necessary or appropriate in connection with the administration of this Plan, including, without limitation: (i) to prescribe,\namend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein; (ii) to determine which\npersons are grantees, to which of such grantees, if any, awards shall be granted hereunder and the timing of any such awards; (iii) to\ngrant awards to grantees and determine the terms and conditions thereof, including the number of shares of Common Stock subject to awards\nand the exercise or purchase price of such shares and the circumstances under which awards become exercisable or vested or are forfeited\nor expire, which terms may but need not be conditioned upon the passage of time, continued employment, the satisfaction of performance\ncriteria, the occurrence of certain events (including events which constitute a Change in Control to the extent permitted hereunder),\nor other factors; (iv) to establish and verify the extent of satisfaction of any performance goals or other conditions applicable to the\ngrant, issuance, exercisability, vesting and/or ability to retain any award; (v) to prescribe and amend the terms of the agreements or\nother documents evidencing awards made under this Plan (which need not be identical) and the terms of or form of any document or notice\nrequired to be delivered to the Company by grantees under this Plan; (vi) to determine the extent to which adjustments are required pursuant\nto Article One; (vii) to interpret and construe this Plan, any rules and regulations under this Plan and the terms and conditions of any\naward granted hereunder, and to make exceptions to any such provisions for the benefit of the Company; (viii) to approve corrections in\nthe documentation or administration of any award; and (ix) to make all other determinations deemed necessary or advisable for the administration\nof this Plan.\n\n2\n\nC.\nAll decisions, determinations and interpretations by the Committee regarding the Plan, any rules and regulations under the\nPlan and the terms and conditions of or operation of any award granted hereunder, shall be final and binding on all grantees, beneficiaries,\nheirs, assigns or other persons holding or claiming rights under the Plan or any award. The Committee shall consider such factors as it\ndeems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations including, without limitation,\nthe recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants as it may\nselect.\n\nD.\nThe Committee may delegate all or a portion of their duties hereunder to one or more individuals or committees. Any reference\nto the Committee or the Plan Administrator shall refer to such individual(s) or committee(s) to the extent of such delegation.\n\nIV.ELIGIBILITY\n\nA.\nThe persons eligible to participate in the Discretionary Option Grant and Stock Issuance Programs shall be limited to the\nfollowing:\n\n(i)\nofficers and other employees of the Company (or its parent or subsidiary corporations);\n\n(ii)\nindividuals who are consultants or independent advisors and who provide valuable services to the Company (or its parent\nor subsidiary corporations); and\n\n(iii)\nnon-employee members of the Board (or of the board of directors of parent or subsidiary corporations), subject to the limits\nset forth in Section II.A. of Article Four.\n\nB.\nOnly Board members who are not employees of the Company (or any parent or subsidiary) shall be eligible to receive grants\npursuant to the Director Grant Program specified in Article Four.\n\nC.\nThe Plan Administrator shall, within the scope of its administrative jurisdiction under the Plan, have full power and authority\nto determine (i) whether to grant options in accordance with the Discretionary Option Grant Program or to effect stock issuances in accordance\nwith the Stock Issuance Program, (ii) which eligible persons are to receive option grants under the Discretionary Option Grant Program,\nthe time or times when such option grants are to be made, the number of shares to be covered by each such grant, the status of the granted\noption as either an incentive stock option (“Incentive Option”) which satisfies the requirements of Section 422 of the Internal\nRevenue Code of 1986, as amended (the “Code”) or a non-statutory option not intended to meet such requirements, the time or\ntimes when each such option is to become exercisable, the vesting schedule (if any) applicable to the option shares and the maximum term\nfor which such option is to remain outstanding, and (iii) which eligible persons are to receive stock issuances under the Stock Issuance\nProgram, the time or times when such issuances are to be made, the number of shares to be issued to each grantee, the vesting schedule\n(if any) applicable to the shares and the consideration for such shares.\n\n3\n\nV.STOCK SUBJECT TO THE PLAN\n\nA.\nShares of the Company’s Common Stock shall be available for issuance under the Plan and shall be drawn from either\nthe Company’s authorized but unissued shares of Common Stock or from reacquired shares of Common Stock, including shares repurchased\nby the Company on the open market. The maximum number of shares of Common Stock which may be issued over the term of the Plan, as amended\nand restated, shall not exceed 88,090,000 shares, subject to adjustment from time to time in accordance with the provisions of this Section\nV. The total number of shares available under the Plan, as amended and restated, as of April 20, 2026 is 61,000,333. This amount consists\nof 46,287,133 shares reserved for awards already issued, 7,713,200 shares of Common Stock available for future issuance under the Plan,\nand the increase of 7,000,000 shares of Common Stock authorized by the Board (subject to approval by the Company’s stockholders\nat the Annual Meeting of Stockholders on June 11, 2026).\n\nB.\nIn no event shall the number of shares of Common Stock for which any one individual participating in the Plan may receive\noptions, separately exercisable stock appreciation rights and direct stock issuances and RSUs exceed 1,500,000 shares of Common Stock\nin the aggregate in any calendar year. For purposes of such limitation, however, no stock options granted prior to the date the Common\nStock was first registered under Section 12 of the 1934 Act (the “Section 12(g) Registration Date”) shall be taken into account.\n\nC.\nShould an outstanding option under this Plan expire or terminate for any reason prior to exercise in full, the shares subject\nto the portion of the option not so exercised shall be available for subsequent option grants or direct stock issuances or RSUs under\nthe Plan. Unvested shares issued under the Plan and subsequently repurchased by the Company, at the original issue price paid per share,\npursuant to the Company’s repurchase rights under the Plan, or shares underlying terminated RSUs, shall be added back to the number\nof shares of Common Stock reserved for issuance under the Plan and shall accordingly be available for reissuance through one or more subsequent\noption grants or direct stock issuances or RSUs under the Plan. However, shares subject to an award under the Plan may not again be made\navailable for issuance under the Plan if such shares are: (i) shares that were subject to a stock-settled stock appreciation right and\nwere not issued upon the net settlement or net exercise of such stock appreciation right, (ii) shares used to pay the exercise price of\nan option, (iii) shares delivered to or withheld by the Company to pay the withholding taxes related to an award, or (iv) shares repurchased\non the open market with the proceeds of an option exercise. Shares of Common Stock subject to any option surrendered for an appreciation\ndistribution under Section IV of Article Two or Section II.B.1.(iv) of Article Four shall not be available for subsequent issuance under\nthe Plan.\n\n4\n\nD.\nIn the event any change is made to the Common Stock issuable under the Plan by reason of any stock split, stock dividend,\nrecapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without\nreceipt of consideration, then appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under\nthe Plan, (ii) the maximum number and/or class of securities for which any one individual participating in the Plan may be granted stock\noptions, separately exercisable stock appreciation rights, and direct stock issuances and RSUs under the Plan from and after the Section\n12(g) Registration Date, (iii) the number and/or class of securities and price per share in effect under each outstanding option and stock\nappreciation right under the Plan, (iv) the number and/or class of securities in effect under each outstanding direct stock issuance and\nRSU under the Plan, and (v) the number and/or class of securities for which grants are subsequently to be made per non-employee Board\nmember under the Director Grant Program. The purpose of such adjustments shall be to preclude the enlargement or dilution of rights and\nbenefits under the Plan.\n\nE.\nThe fair market value per share of Common Stock on any relevant date under the Plan shall be determined in accordance with\nthe following provisions:\n\n(i)\nIf the Common Stock is not at the time listed or admitted to trading on any national securities exchange but is traded in\nthe over-the-counter market, the fair market value shall be the mean between the highest bid and lowest asked prices (or, if such information\nis available, the closing selling price) per share of Common Stock on the date in question in the over-the-counter market, as such prices\nare reported on the Nasdaq National Market, the Nasdaq Global Select Market or any successor system. If there are no reported bid and\nasked prices (or closing selling price) for the Common Stock on the date in question, then the mean between the highest bid price and\nlowest asked price (or the closing selling price) on the last preceding date for which such quotations exist shall be determinative of\nfair market value.\n\n(ii)\nIf the Common Stock is at the time listed or admitted to trading on any national securities exchange, then the fair market\nvalue shall be the closing selling price per share of Common Stock on the date in question on the securities exchange determined by the\nPlan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions\non such exchange. If there is no reported sale of Common Stock on the exchange on the date in question, then the fair market value shall\nbe the closing selling price on the exchange on the last preceding date for which such quotation exists.\n\n(iii)\nIf the Common Stock is at the time neither listed nor admitted to trading on any securities exchange nor traded in the over-the-counter\nmarket, then the fair market value shall be determined by the Plan Administrator after taking into account such factors as the Plan Administrator\nshall deem appropriate.\n\nVI.MINIMUM VESTING\n\nNotwithstanding any other provision of this Plan to the\ncontrary, in no event shall any award granted pursuant to this Plan vest prior to the twelve (12)-month anniversary of the date of grant,\nother than in connection with the grantee’s death or permanent disability or, to the extent permitted hereunder, in connection with\na Change in Control (provided that this limitation shall not apply with respect to up to five percent (5%) of the shares of Common Stock\navailable for issuance under this Plan following approval of the Plan at the Company’s Annual Meeting of Stockholders on June 11,\n2026). The minimum vesting period set forth in this Section VI may not be waived or superseded by any provision in an award or other agreement.\n\n5\n\nARTICLE\nTwo\n\nDISCRETIONARY OPTION GRANT PROGRAM\n\nI.TERMS AND CONDITIONS OF OPTIONS\n\nOptions granted pursuant to this Article Two shall be\nauthorized by action of the Plan Administrator and may, at the Plan Administrator’s discretion, be either Incentive Options or non-statutory\noptions. Individuals who are not Employees may only be granted non-statutory options under this Article Two. Each option granted shall\nbe evidenced by one or more instruments in the form approved by the Plan Administrator. Each such instrument shall, however, comply with\nthe terms and conditions specified below, and each instrument evidencing an Incentive Option shall, in addition, be subject to the applicable\nprovisions of Section II of this Article Two.\n\nA.\n**Option Price**.\n\n1.\nThe option price per share shall be fixed by the Plan Administrator. In no event, however, shall the option price per share\nbe less than one hundred percent (100%) of the fair market value per share of Common Stock on the date of the option grant.\n\n2.\nThe option price shall become immediately due upon exercise of the option and shall, subject to the provisions of Section\nIV of this Article Two and the instrument evidencing the grant, be payable through one of the following methods (or a combination thereof):\n\n(i)\nfull payment in cash or check drawn to the Company’s order;\n\n(ii)\nfull payment in shares of Common Stock held by the optionee for the requisite period necessary to avoid a charge to the\nCompany’s earnings for financial reporting purposes and valued at fair market value on the Exercise Date (as such term is defined\nbelow);\n\n(iii)\nfull payment through a “net settlement” procedure pursuant to which the Company shall withhold shares of Common\nStock issuable in connection with the exercise of the option with a fair market value equal to the exercise price and, if elected by the\noptionee, all applicable Federal and State income and employment taxes required to be withheld by the Company in connection with such\nexercise;\n\n(iv)\nfull payment through a broker-dealer sale and remittance procedure pursuant to which the optionee (I) shall provide irrevocable\nwritten instructions to a designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out\nof the sale proceeds available on the settlement date, sufficient funds to cover the aggregate option price payable for the purchased\nshares plus all applicable Federal and State income and employment taxes required to be withheld by the Company in connection with such\npurchase and (II) shall provide written directives to the Company to deliver the certificates for the purchased shares directly to such\nbrokerage firm in order to complete the sale transaction; or\n\n6\n\n(v)\nsuch other method as permitted by the Plan Administrator, including any combination of the foregoing.\n\nFor purposes of this subparagraph 2, the Exercise Date\nshall be the date on which written notice of the option exercise is delivered to the Company. Except to the extent the sale and remittance\nprocedure is utilized in connection with the exercise of the option, payment of the option price for the purchased shares must accompany\nsuch notice.\n\nB.\n**Term and Exercise of Options**.\n\nEach option granted under this Article Two shall be\nexercisable at such time or times, during such period, and for such number of shares as shall be determined by the Plan Administrator\nand set forth in the instrument evidencing the option grant. No such option, however, shall have a maximum term in excess of ten (10)\nyears from the grant date. During the lifetime of the optionee, the option, together with any stock appreciation rights pertaining to\nsuch option, shall be exercisable only by the optionee and shall not be assignable or transferable by the optionee except for a transfer\nof the option by will or by the laws of descent and distribution following the optionee’s death and, for the avoidance of doubt,\nmay not be transferred to a third party for cash or other value. However, the Plan Administrator shall have the discretion to provide\nthat a non-statutory option may, in connection with the optionee’s estate plan, be assigned in whole or in part during the optionee’s\nlifetime either (i) as a gift to one or more members of optionee’s immediate family, to a trust in which optionee and/or one or\nmore such family members hold more than fifty percent (50%) of the beneficial interest or an entity in which more than fifty percent (50%)\nof the voting interests are owned by optionee and/or one or more such family members, or (ii) pursuant to a domestic relations order.\nThe assigned portion shall be exercisable only by the person or persons who acquire a proprietary interest in the option pursuant to such\nassignment. The terms applicable to the assigned portion shall be the same as those in effect for this option immediately prior to such\nassignment and shall be set forth in such documents issued to the assignee as the Plan Administrator may deem appropriate.\n\nC.\n**Termination of Service**.\n\n1.\nExcept to the extent otherwise provided pursuant to Section V of this Article Two or pursuant to an applicable award agreement,\nthe following provisions shall govern the exercise period applicable to any options held by the optionee at the time of cessation of Service\nor death.\n\n(i)\nShould the optionee cease to remain in Service for any reason other than death or permanent disability, then the period\nfor which each outstanding vested option held by such optionee is to remain exercisable shall be limited to the three (3)-month period\nfollowing the date of such cessation of Service. However, should optionee die during the three (3)-month period following his or her cessation\nof Service, the personal representative of the optionee’s estate or the person or persons to whom the option is transferred pursuant\nto the optionee’s will or in accordance with the laws of descent and distribution shall have a twelve (12)-month period following\nthe date of the optionee’s death during which to exercise such option.\n\n7\n\n(ii)\nIn the event such Service terminates by reason of permanent disability (as defined in Section 22(e)(3) of the Code), then\nthe period for which each outstanding vested option held by the optionee is to remain exercisable shall be limited to the twelve (12)-month\nperiod following the date of such cessation of Service.\n\n(iii)\nShould the optionee, after completing five (5) full years of Service, die while in Service, then the exercisability of each\nof his or her outstanding options shall automatically accelerate so that each such option shall become fully exercisable with respect\nto the total number of shares of Common Stock at the time subject to such option and may be exercised for all or any portion of such shares.\nThe personal representative of the optionee’s estate or the person or persons to whom the option is transferred pursuant to the\noptionee’s will or in accordance with the laws of descent and distribution shall have a twelve (12)-month period following the date\nof the optionee’s death during which to exercise such option.\n\n(iv)\nIn the event such Service terminates by reason of death prior to the optionee obtaining five (5) full years of Service,\nthen the period for which each outstanding vested option held by the optionee at the time of death shall be exercisable by the optionee’s\nestate or the person or persons to whom the option is transferred pursuant to the optionee’s will or in accordance with the laws\nof descent and distribution shall be limited to the twelve (12)-month period following the date of the optionee’s death.\n\n(v)\nUnder no circumstances, however, shall any such option be exercisable after the specified expiration date of the option\nterm.\n\n(vi)\nEach such option shall, during such limited exercise period, be exercisable for any or all of the shares for which the option\nis exercisable on the date of the optionee’s cessation of Service. Upon the expiration of such limited exercise period or (if earlier)\nupon the expiration of the option term, the option shall terminate and cease to be exercisable. However, each outstanding option shall\nimmediately terminate and cease to remain outstanding, at the time of the optionee’s cessation of Service, with respect to any shares\nfor which the option is not otherwise at that time exercisable or in which the optionee is not otherwise vested.\n\n(vii)\nShould (i) the optionee’s Service be terminated for misconduct (including, but not limited to, any act of dishonesty,\nwillful misconduct, fraud or embezzlement) or (ii) the optionee make any unauthorized use or disclosure of confidential information or\ntrade secrets of the Company or its parent or subsidiary corporations, then in any such event all outstanding options held by the optionee\nunder this Article Two shall terminate immediately and cease to be exercisable.\n\n2.\nThe Plan Administrator shall have complete discretion, exercisable either at the time the option is granted or at any time\nwhile the option remains outstanding, to permit one or more options held by the optionee under this Article Two to be exercised, during\nthe limited period of exercisability provided under subparagraph 1 above, not only with respect to the number of shares for which each\nsuch option is exercisable at the time of the optionee’s cessation of Service but also with respect to one or more subsequent installments\nof purchasable shares for which the option would otherwise have become exercisable had such cessation of Service not occurred.\n\n8\n\n3.\nFor purposes of the foregoing provisions of this Section I.C (and for all other purposes under the Plan):\n\n(i)\nThe optionee shall be deemed to remain in the **Service** of the Company for so long as such individual renders services\non a periodic basis to the Company (or any parent or subsidiary corporation) in the capacity of an Employee, a non-employee member of\nthe board of directors or an independent consultant or advisor, unless the agreement evidencing the applicable option grant specifically\nstates otherwise.\n\n(ii)\nThe optionee shall be considered to be an **Employee**for so long as such individual remains in the employ of the Company\nor one or more of its parent or subsidiary corporations, subject to the control and direction of the employer entity not only as to the\nwork to be performed but also as to the manner and method of performance.\n\nD.\n**Stockholder Rights**.\n\nAn optionee shall have no stockholder rights with respect\nto any shares covered by the option until such individual shall have exercised the option and paid the option price for the purchased\nshares. Without limitation, an optionee shall not have any right to receive dividends with respect to an unexercised option.\n\nE.\n**No Repricing**.\n\nNo option or stock appreciation right may be repriced,\nregranted through cancellation, including cancellation in exchange for cash or other awards, or otherwise amended to reduce its option\nprice or exercise price (other than with respect to adjustments made in connection with a transaction or other change in the Company’s\ncapitalization as permitted under this Plan) without the approval of the stockholders of the Company.\n\nF.\n**Repurchase Rights**.\n\nThe shares of Common Stock acquired upon the exercise\nof options granted under this Article Two may be subject to repurchase by the Company in accordance with the following provisions:\n\n1.\nThe Plan Administrator shall have the discretion to grant options which are exercisable for unvested shares of Common Stock\nunder this Article Two. Should the optionee cease Service while holding such unvested shares, the Company shall have the right to repurchase\nany or all those unvested shares at the option price paid per share. The terms and conditions upon which such repurchase right shall be\nexercisable (including the period and procedure for exercise and the appropriate vesting schedule for the purchased shares) shall be established\nby the Plan Administrator and set forth in the instrument evidencing such repurchase right.\n\n2.\nAll of the Company’s outstanding repurchase rights shall automatically terminate, and all shares subject to such terminated\nrights shall immediately vest in full, upon the occurrence of any Corporate Transaction under Section III of this Article Two, except\nto the extent: (i) any such repurchase right is expressly assigned to the successor corporation (or parent thereof) in connection with\nthe Corporate Transaction or (ii) such termination is precluded by other limitations imposed by the Plan Administrator at the time the\nrepurchase right is issued.\n\n9\n\n3.\nThe Plan Administrator shall have the discretionary authority, exercisable either before or after the optionee’s cessation\nof Service, to cancel the Company’s outstanding repurchase rights with respect to one or more shares purchased or purchasable by\nthe optionee under this Discretionary Option Grant Program and thereby accelerate the vesting of such shares in whole or in part at any\ntime.\n\nII.INCENTIVE OPTIONS\n\nThe terms and conditions specified below shall be applicable\nto all Incentive Options granted under this Article Two. Incentive Options may only be granted to individuals who are Employees of the\nCompany. Options which are specifically designated as “non-statutory” options when issued under the Plan shall not be subject\nto such terms and conditions.\n\nA.\n**Dollar Limitation**. The aggregate fair market value (determined as of the respective date or dates of grant)\nof the Common Stock for which one or more options granted to any Employee under this Plan (or any other option plan of the Company or\nits parent or subsidiary corporations) may for the first time become exercisable as incentive stock options under the Federal tax laws\nduring any one calendar year shall not exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the Employee holds two\nor more such options which become exercisable for the first time in the same calendar year, the foregoing limitation on the exercisability\nof such options as incentive stock options under the Federal tax laws shall be applied on the basis of the order in which such options\nare granted. Should the number of shares of Common Stock for which any Incentive Option first becomes exercisable in any calendar year\nexceed the applicable One Hundred Thousand Dollar ($100,000) limitation, then that option may nevertheless be exercised in such calendar\nyear for the excess number of shares as a non-statutory option under the Federal tax laws.\n\nB.\n**10% Stockholder**. If any individual to whom an Incentive Option is granted is the owner of stock (as determined\nunder Section 424(d) of the Code) possessing 10% or more of the total combined voting power of all classes of stock of the Company or\nany one of its parent or subsidiary corporations, then the option price per share shall not be less than one hundred and ten percent (110%)\nof the fair market value per share of Common Stock on the grant date, and the option term shall not exceed five (5) years, measured from\nthe grant date.\n\nC.\n**Termination of Employment**. Any portion of an Incentive Option that remains outstanding (by reason of the optionee\nremaining in the Service of the Company, pursuant to the Plan Administrator’s exercise of discretion under Section V of this Article\nTwo, or otherwise) more than 3 months following the date an optionee ceases to be an Employee of the Company shall thereafter be exercisable\nas a non-statutory option under federal tax laws.\n\nExcept as modified by the preceding provisions of this\nSection II, the provisions of Articles One, Two and Five of the Plan shall apply to all Incentive Options granted hereunder.\n\n10\n\nIII.CORPORATE TRANSACTIONS/CHANGES IN CONTROL\n\nA.\nFor purposes of this Section III (and for all other purposes under the Plan), a Corporate Transaction shall be deemed to\noccur in the event of:\n\n1.\na merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose\nof which is to change the State of the Company’s incorporation,\n\n2.\nthe sale, transfer or other disposition of all or substantially all of the assets of the Company in liquidation or dissolution\nof the Company, or\n\n3.\nany reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent\n(50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different\nfrom the persons holding those securities immediately prior to such merger.\n\nB.\nImmediately after the consummation of the Corporate Transaction, all outstanding options under this Article Two shall fully\nvest, terminate and cease to be outstanding, except to the extent continued or assumed (as applicable) by the Company or the successor\ncorporation or its parent company. The Plan Administrator shall have complete discretion to provide, on such terms and conditions as it\nsees fit, for a cash payment to be made to any optionee on account of any option terminated in accordance with this paragraph, in an amount\nequal to the excess (if any) of (A) the fair market value of the shares subject to the option as of the date of the Corporate Transaction,\nover (B) the aggregate exercise price of the option.\n\nC.\nEach outstanding option under this Article Two which is assumed in connection with the Corporate Transaction or is otherwise\nto continue in effect shall be appropriately adjusted, immediately after such Corporate Transaction, to apply and pertain to the number\nand class of securities which would have been issued to the option holder, in consummation of such Corporate Transaction, had such person\nexercised the option immediately prior to such Corporate Transaction. Appropriate adjustments shall also be made to the option price payable\nper share, provided the aggregate option price payable for such securities shall remain the same. In addition, the class and number\nof securities available for issuance under the Plan following the consummation of the Corporate Transaction shall be appropriately adjusted.\nAny such options that are so continued or assumed in connection with a Corporate Transaction shall be treated as follows: if the grantee’s\nemployment is terminated by the Company without Cause or the grantee resigns due to a Constructive Termination, in either case within\nthe ninety (90) day period preceding or the two (2) year period following the Corporate Transaction, the exercisability of such option\nshall automatically accelerate, and the Company’s outstanding repurchase rights under this Article Two shall immediately terminate;\nprovided, however, that if the Company, the acquiror or successor refuses to continue (or, as applicable, assume) the option in connection\nwith the Corporate Transaction, the exercisability of such option under this Article Two shall automatically accelerate, and the Company’s\noutstanding repurchase rights under this Article Two shall immediately terminate upon the occurrence of such Corporate Transaction.\n\n11\n\nD.\nThe grant of options under this Article Two shall in no way affect the right of the Company to adjust, reclassify, reorganize\nor otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part\nof its business or assets.\n\nE.\nIn the event of a Change in Control: if the grantee’s employment is terminated by the Company without Cause or the\ngrantee resigns due to a Constructive Termination, in either case within the ninety (90) day period preceding or the two (2) year period\nfollowing the Change in Control, the exercisability of the grantee’s options shall automatically accelerate, and the Company’s\noutstanding repurchase rights under this Article Two shall immediately terminate; provided, however, that if the acquiror or successor\nrefuses to assume the option in connection with the Change in Control, the exercisability of such option under this Article Two shall\nautomatically accelerate, and the Company’s outstanding repurchase rights under this Article Two shall immediately terminate upon\nthe occurrence of such Change in Control. In the event that the acquiror or successor refuses to assume the option in connection with\nthe Change in Control, the Plan Administrator shall have complete discretion to provide, on such terms and conditions as it sees fit,\nfor a cash payment to be made to any optionee on account of any option terminated in accordance with this paragraph, in an amount equal\nto the excess (if any) of (A) the fair market value of the shares subject to the option as of the date of the Change in Control, over\n(B) the aggregate exercise price of the option.\n\nF.\nFor purposes of this Section III (and for all other purposes under the Plan), a Change in Control shall be deemed to occur\nin the event:\n\n1.\nany person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled\nby, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3\nof the 1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding\nsecurities pursuant to a tender or exchange offer made directly to the Company’s stockholders; or\n\n2.\nthere is a change in the composition of the Board over a period of twenty-four (24) consecutive months or less such that\na majority of the Board members (rounded up to the next whole number) ceases, by reason of one or more contested elections for Board membership,\nto be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been\nelected or nominated for election as Board members during such period by at least two-thirds of the Board members described in clause\n(A) who were still in office at the time such election or nomination was approved by the Board.\n\nG.\nUnless terminated in accordance with Section III.B of this Article Two above, all options accelerated in connection with\nthe Corporate Transaction or Change in Control (either at the time of the Corporate Transaction or Change in Control or as otherwise provided\nin this Section III) shall remain fully exercisable until the expiration or sooner termination of the option term.\n\n12\n\nH.\nThe portion of any Incentive Option accelerated under this Section III in connection with a Corporate Transaction or Change\nin Control shall remain exercisable as an incentive stock option under the Federal tax laws only to the extent the dollar limitation of\nSection II of this Article Two is not exceeded. To the extent such dollar limitation is exceeded, the accelerated portion of such option\nshall be exercisable as a non-statutory option under the Federal tax laws.\n\nI.\nFor purposes of this Article Two and for purposes of Article Three:\n\n1.\n“Cause” means, unless otherwise provided in the applicable award agreement, the Company’s termination\nof the grantee’s employment for any of the following reasons: (i) failure or refusal to comply in any material respect with lawful\npolicies, standards or regulations of the Company; (ii) a violation of a federal or state law or regulation applicable to the business\nof the Company; (iii) conviction or plea of no contest to a felony under the laws of the United States or any State; (iv) fraud or misappropriation\nof property belonging to the Company or its affiliates; (v) a breach in any material respect of the terms of any confidentiality, invention\nassignment or proprietary information agreement with the Company or with a former employer; (vi) failure to satisfactorily perform the\ngrantee’s duties after having received written notice of such failure and at least thirty (30) days to cure such failure; or (vii)\nmisconduct or gross negligence in connection with the performance of the grantee’s duties.\n\n2.\n“Constructive Termination” means, unless otherwise provided in the applicable award agreement, the grantee’s\nresignation of employment with the Company within ninety (90) days of the occurrence of any of the following: (i) a material reduction\nin the grantee’s responsibilities; (ii) a material reduction in the grantee’s base salary; or (iii) a relocation of the grantee’s\nprincipal office to a location more than 50 miles from the location of the grantee’s existing principal office.\n\nIV.STOCK APPRECIATION RIGHTS\n\nA.\nProvided and only if the Plan Administrator determines in its discretion to implement the stock appreciation right provisions\nof this Section IV, one or more optionees may be granted the right, exercisable upon such terms and conditions as the Plan Administrator\nmay establish, to surrender all or part of an unexercised option granted under this Article Two in exchange for a distribution from the\nCompany in an amount equal to the excess of (i) the fair market value (on the option surrender date) of the number of shares in which\nthe optionee is at the time vested under the surrendered option (or surrendered portion thereof) over (ii) the aggregate option price\npayable for such vested shares. The distribution may be made in shares of Common Stock valued at fair market value on the option surrender\ndate, in cash, or partly in shares and partly in cash, as the Plan Administrator shall determine in its sole discretion.\n\nB.\nThe shares of Common Stock subject to any option surrendered for an appreciation distribution pursuant to this Section IV\nshall not be available for subsequent option grant under the Plan.\n\nC.\n**Stockholder Rights**. A stock appreciation right holder shall have no stockholder rights with respect to any\nshares covered by the stock appreciation right until such individual shall have exercised the stock appreciation right and received the\nacquired shares. Without limitation, a stock appreciation right holder shall not have any right to receive dividends with respect to a\nstock appreciation right.\n\n13\n\nV.EXTENSION OF EXERCISE PERIOD\n\nThe Plan Administrator shall have full power and authority,\nexercisable either at the time the option is granted or at any time while the option remains outstanding, to extend the period of time\nfor which any option granted under this Article Two is to remain exercisable following the optionee’s cessation of Service or death\nfrom the limited period in effect under Section I.C.1 of Article Two to such greater period of time as the Plan Administrator shall deem\nappropriate; provided, however, that in no event shall such option be exercisable after the specified expiration date of the option\nterm.\n\nARTICLE\nThree\n\nSTOCK ISSUANCE PROGRAM\n\nI.STOCK ISSUANCE TERMS\n\nShares of Common Stock may be issued under the Stock\nIssuance Program through direct and immediate issuances without any intervening option grants. Each such stock issuance shall be evidenced\nby a Stock Issuance Agreement which complies with the terms specified below. Shares of Common Stock may also be issued under the Stock\nIssuance Program pursuant to RSUs, which are awards granted to eligible individuals that entitle them to shares of Common Stock (or cash\nin lieu thereof) in the future following the satisfaction of vesting conditions imposed by the Plan Administrator.\n\nA.\n**Vesting Provisions**.\n\n1.\nThe Plan Administrator may issue shares of Common Stock under the Stock Issuance Program which are to vest in one or more\ninstallments over the grantee’s period of Service or upon attainment of specified performance objectives. Alternatively, the Plan\nAdministrator may issue RSUs under the Stock Issuance Program which shall entitle the recipient to receive a specified number of shares\nof Common Stock upon the attainment of one or more Service and/or performance goals established by the Plan Administrator. Upon the attainment\nof such Service and/or performance goals, fully-vested shares of Common Stock shall be issued in satisfaction of those RSUs.\n\n2.\nAny new, substituted or additional securities or other property (including money paid other than as a regular cash dividend)\nissued by reason of any stock dividend, stock split, recapitalization, combination of shares, exchange of shares or other change affecting\nthe outstanding Common Stock as a class without the Company’s receipt of consideration, shall be issued or set aside with respect\nto the shares of unvested Common Stock granted to a grantee or subject to a grantee’s RSUs, subject to (i) the same vesting requirements\napplicable to the grantee’s unvested shares of Common Stock or RSUs, and (ii) such escrow arrangements as the Plan Administrator\nshall deem appropriate.\n\n14\n\n3.\nThe grantee shall have full stockholder rights with respect to any shares of Common Stock issued to the grantee under the\nStock Issuance Program, whether or not the grantee’s interest in those shares is vested, except that the grantee shall not have\ndividend rights with respect to such shares prior to the vesting of such shares. However, the Plan Administrator may provide for a grantee\nto receive one or more dividend equivalents with respect to such shares, entitling the grantee to all regular cash dividends payable on\nsuch shares of Common Stock, which amounts shall be (i) subject to the same vesting requirements applicable to the shares of Common Stock\ngranted hereunder, and (ii) payable upon vesting of the shares to which such dividend equivalents relate.\n\n4.\nThe grantee shall not have any stockholder rights with respect to any shares of Common Stock subject to an RSU. However,\nthe Plan Administrator may provide for a grantee to receive one or more dividend equivalents with respect to such shares, entitling the\ngrantee to all regular cash dividends payable on the shares of Common Stock underlying the RSU, which amounts shall be (i) subject to\nthe same vesting requirements applicable to the shares of Common Stock underlying the RSU, and (ii) payable upon issuance of the shares\nto which such dividend equivalents relate.\n\n5.\nShould the grantee cease to remain in Service while holding one or more unvested shares of Common Stock issued under the\nStock Issuance Program or should the performance objectives not be attained with respect to one or more such unvested shares of Common\nStock, then those shares shall be immediately surrendered to the Company for cancellation, and the grantee shall have no further stockholder\nrights with respect to those shares. To the extent the surrendered shares were previously issued to the grantee for consideration paid\nin cash, the Company shall repay to the grantee the cash consideration paid for the surrendered shares.\n\n6.\nExcept as prohibited by the last sentence of Section VI of Article One, the Plan Administrator may in its discretion waive\nthe surrender and cancellation of one or more unvested shares of Common Stock which would otherwise occur upon the cessation of the grantee’s\nService or the non-attainment of the performance objectives applicable to those shares. Such waiver shall result in the immediate vesting\nof the grantee’s interest in the shares of Common Stock as to which the waiver applies. Such waiver may be effected at any time,\nwhether before or after the grantee’s cessation of Service or the attainment or non-attainment of the applicable performance objectives.\n\n7.\nOutstanding RSUs under the Stock Issuance Program shall automatically terminate, and no shares of Common Stock shall actually\nbe issued in satisfaction of those awards, if the Service and/or performance goals established for such awards are not attained. The Plan\nAdministrator, however, shall, except as prohibited by the last sentence of Section VI of Article One above, have the discretionary authority\nto issue shares of Common Stock in satisfaction of one or more outstanding RSUs as to which the designated Service and/or performance\ngoals are not attained. Such authority may be exercised at any time, whether before or after the grantee’s cessation of Service\nor the attainment or non-attainment of the applicable performance objectives.\n\n15\n\nII.CORPORATE TRANSACTION/CHANGE IN CONTROL\n\nA.\nAll of the Company’s outstanding repurchase rights under the Stock Issuance Program shall terminate automatically,\nand all the shares of Common Stock subject to those terminated rights shall immediately vest in full, in the event of any Corporate Transaction,\nexcept to the extent (i) those repurchase rights are to be assigned to the successor corporation (or parent thereof) in connection with\nsuch Corporate Transaction, or (ii) such accelerated vesting is precluded by other limitations imposed in the Stock Issuance Agreement,\nunless the Plan Administrator determines to waive such limitations.\n\nB.\nEach award which is assigned in connection with (or is otherwise to continue in effect after) a Corporate Transaction shall\nbe appropriately adjusted such that it shall apply and pertain to the number and class of securities issued to the grantee in consummation\nof the Corporate Transaction with respect to the shares granted to grantee under this Article Three.\n\nC.\nIn the event of a Change in Control, shares of restricted stock and RSUs shall be treated as follows: if the grantee’s\nemployment is terminated by the Company without Cause or the grantee resigns due to a Constructive Termination, in either case within\nthe ninety (90) day period preceding or the two (2) year period following the Change in Control, the vesting of such restricted stock\nand RSUs shall automatically accelerate (and all of the shares of Common Stock subject to such RSUs shall be issued to grantees), and\nthe Company’s outstanding repurchase rights under this Article Three shall immediately terminate; provided, however, that if the\nacquiror or successor refuses to assume the shares of restricted stock or RSUs or substitute an award of equivalent value (as determined\nby the Committee in its discretion) in connection with the Change in Control, the vesting of such restricted stock or RSUs under this\nArticle Three shall automatically accelerate (and all of the shares of Common Stock subject to such RSUs shall be issued to grantees).\nTo the extent any shares of restricted stock or RSUs vest in whole or in part based on the achievement of performance criteria, the amount\nthat shall vest in accordance with the proviso to the immediately-preceding sentence shall vest based on the higher of actual performance\ngoal attainment through the date of the Change in Control or a prorated amount using target performance and based on the time elapsed\nin the performance period as of the date of the Change in Control.\n\nIII.STOCKHOLDER RIGHTS\n\nA.\nIndividuals who are granted shares of Common Stock pursuant to this Article Three shall be the owners of such shares for\nall purposes while holding such Common Stock, and may exercise full voting rights with respect to those shares at all times while held\nby the individuals. Individuals who have been granted RSUs shall have no voting rights with respect to Common Stock underlying RSUs unless\nand until such Common Stock is reflected as issued and outstanding shares on the Company’s stock ledger.\n\nB.\nIndividuals who are granted shares of Common Stock pursuant to this Article Three shall not have dividend rights with respect\nto such shares prior to the vesting of such shares. However, the Plan Administrator may provide for a grantee to receive one or more dividend\nequivalents with respect to such shares, entitling the grantee to all regular cash dividends payable on such shares of Common Stock, which\namounts shall be (i) subject to the same vesting requirements applicable to the shares of Common Stock granted hereunder, and (ii) payable\nupon vesting of the shares to which such dividend equivalents relate.\n\n16\n\nIV.SHARE ESCROW / LEGENDS\n\nUnvested shares may, in the Plan Administrator’s\ndiscretion, be held in escrow by the Company until the grantee’s interest in such shares vests or may be issued directly to the\ngrantee with restrictive legends on the certificates evidencing those unvested shares.\n\nARTICLE\nFour\n\nDIRECTOR GRANT PROGRAM\n\nI.ELIGIBILITY\n\nThe individuals eligible to receive grants pursuant to\nthe provisions of this Article Four shall be (i) those individuals who, after the effective date of this amendment and restatement, first\nbecome non-employee Board members, whether through appointment by the Board, election by the Company’s stockholders, or by continuing\nto serve as a Board member after ceasing to be employed by the Company, and (ii) those individuals already serving as non-employee Board\nmembers on the effective date of this amendment and restatement. As used herein, a “non-employee” Board member is any Board\nmember who is not employed by the Company on the date in question.\n\nII.TERMS AND CONDITIONS OF DIRECTOR GRANTS\n\nA.\n**Grants**. Grants under this Article Four shall be made pursuant to a Director Compensation Policy adopted by\nthe Board (the “Director Compensation Policy”) and may be in the form of non-statutory options, RSUs, shares of Common Stock,\nother awards issuable under the Plan or a combination thereof, as determined by the Committee. In no event shall the aggregate grant date\nfair value (calculated in accordance with FASB ASC Topic 718) of all awards granted under the Plan during any calendar year to any non-employee\nBoard member (excluding any awards granted at the election of a non-employee Board member in lieu of all or any portion of cash retainers\nor fees otherwise payable to non-employee Board members in cash), together with the amount of any cash fees or retainers paid to such\nnon-employee Board members during such calendar year with respect to such individual’s service as a non-employee Board member, exceed\n$750,000 (or, for a non-employee Board member who first joins the Board, $1,000,000).\n\nB.\n**Terms and Conditions of Grants**.\n\n1.\n**Options**.\n\n(i)\nTerm. Each option granted under this Article Four shall be exercisable at such time or times, during such period,\nand for such number of shares as shall be set forth in the Director Compensation Policy or as otherwise determined by the Plan Administrator\nand set forth in the instrument evidencing the option grant. No such option, however, shall have a maximum term in excess of ten (10)\nyears from the grant date.\n\n17\n\n(ii)\nOption Price. The option price per share shall be fixed by the Plan Administrator. In no event, however, shall the\noption price per share be less than one hundred percent (100%) of the fair market value per share of Common Stock on the date of the option\ngrant. The option price shall become immediately due upon exercise of the option and shall, subject to Section II.B.1.(iv) of this Article\nFour and the instrument evidencing the grant, be payable in any manner set forth in Section I.A.2 of Article Two.\n\n(iii)\nNon-Transferability. During the lifetime of the optionee, each option grant, together with any limited stock appreciation\nright pertaining to such option, shall be exercisable only by the optionee and shall not be assignable or transferable by the optionee,\nexcept to the extent such option or the limited stock appreciation right is assigned or transferred (i) by will or by the laws of descent\nand distribution following the optionee’s death, or (ii) during optionee’s lifetime either (A) as a gift in connection with\nthe optionee’s estate plan to one or more members of optionee’s immediate family, to a trust in which optionee and/or one\nor more such family members hold more than fifty percent (50%) of the beneficial interest or to an entity in which more than fifty percent\n(50%) of the voting interests are owned by optionee and/or one or more such family members, or (B) pursuant to a domestic relations order.\nThe portion of any option assigned or transferred during optionee’s lifetime shall be exercisable only by the person or persons\nwho acquire a proprietary interest in the option pursuant to such assignment. The terms applicable to the assigned portion shall be the\nsame as those in effect for this option immediately prior to such assignment and shall be set forth in such documents issued to the assignee\nas the Plan Administrator may deem appropriate.\n\n(iv)\nStock Appreciation Rights. With respect to each option granted under this Article Four, solely to the extent provided\nby the Plan Administrator in its sole discretion, each optionee shall have the right to surrender all or part of the option (to the extent\nnot then exercised) in exchange for a distribution from the Company in an amount equal to the excess of (i) the fair market value (on\nthe option surrender date) of the number of shares in which the grantee is at the time vested under the surrendered option (or surrendered\nportion thereof) over (ii) the aggregate option price payable for such vested shares. The distribution shall be made in shares of Common\nStock valued at fair market value on the option surrender date.\n\n(v)\nNo Repricing. No option or stock appreciation right may be repriced, regranted through cancellation, including cancellation\nin exchange for cash or other awards, or otherwise amended to reduce its option price or exercise price (other than with respect to adjustments\nmade in connection with a transaction or other change in the Company’s capitalization as permitted under this Plan) without the\napproval of the stockholders of the Company.\n\n2.\n**Grants Generally**.\n\n(i)\nStockholder Rights. The holder of an option grant under this Article Four shall have none of the rights of a stockholder\nwith respect to any shares subject to such option until such individual shall have exercised the option and paid the exercise price for\nthe purchased shares, and the holder of RSUs granted under this Article Four shall have none of the rights of a stockholder with respect\nto any shares subject to such RSUs until shares have been delivered in settlement thereof. Without limitation, a grantee shall not have\nany right to receive dividends with respect to an unexercised option or unsettled RSUs.\n\n18\n\n(ii)\nCorporate Transactions/Changes in Control. In connection with a Corporate Transaction or a Change in Control, grants\nunder this Article Four shall be treated in the manner specified in Article Two (with respect to options) or Article Three (with respect\nto shares of Common Stock and RSUs), as applicable.\n\n(iii)\nSubject to the terms of the Plan, the terms and conditions of the grants under this Article Four shall be determined by\nthe Plan Administrator consistent with the Director Compensation Policy.\n\nARTICLE\nFive\n\nPERFORMANCE GOALS\n\nI.GENERAL\n\nThe Plan Administrator may establish performance criteria\nand level of achievement versus such criteria that shall determine the number of shares of Common Stock or RSUs to be granted, retained,\nvested, issued or issuable under or in settlement of or the amount payable pursuant to an award hereunder. In addition, the Plan Administrator\nmay specify that an award or a portion of an award shall be subject to measures based on one or more performance criteria selected by\nthe Committee and specified at the time the award is granted. The Committee shall certify the extent to which any performance criteria\nhave been satisfied, and the amount payable as a result thereof, prior to payment, settlement or vesting of any award subject thereto.\nNotwithstanding satisfaction of any performance goals, the number of shares of Common Stock issued under or the amount paid under an award\nmay, to the extent specified in the applicable award agreement, be reduced by the Committee on the basis of such further considerations\nas the Committee in its sole discretion shall determine.\n\nII.PERFORMANCE CRITERIA\n\nFor purposes of this Plan, performance criteria may include\nany one or more performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole\nor to a business unit or subsidiary, either individually, alternatively or in any combination, and measured either quarterly, annually\nor cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results\nor to a designated comparison group, in each case as specified by the Committee. The Committee (A) shall appropriately adjust any evaluation\nof performance under applicable performance criteria to eliminate the effects of charges for restructurings, discontinued operations,\nextraordinary items and all items of gain, loss or expense determined to be extraordinary or unusual in nature or related to the acquisition\nor disposal of a segment of a business or related to a change in accounting principle all as determined in accordance with standards established\nby opinion No. 30 of the Accounting Principles Board (APB Opinion No. 30) or other applicable or successor accounting provisions, as well\nas the cumulative effect of accounting changes, in each case as determined in accordance with generally accepted accounting principles\nor identified in the Company’s financial statements or notes to the financial statements, and (B) may appropriately adjust any evaluation\nof performance under applicable performance criteria to exclude any of the following events that occurs during a performance period: (i)\nasset write-downs; (ii) litigation, claims, judgments or settlements; (iii) the effect of changes in tax law or other such laws or provisions\naffecting reported results; (iv) the adverse effect of work stoppages or slowdowns; (v) accruals for reorganization and restructuring\nprograms; and (vi) accruals of any amounts for payment under this Plan or any other compensation arrangement maintained by the Company.\n\n19\n\nARTICLE\nSix\n\nMISCELLANEOUS\n\nI.AMENDMENT OF THE PLAN\n\nThe Board shall have complete and exclusive power and\nauthority to amend or modify the Plan in any or all respects whatsoever. However, no such amendment or modification shall, without the\nconsent of the holders, adversely affect rights and obligations with respect to options at the time outstanding under the Plan. In addition,\ncertain amendments may require stockholder approval pursuant to applicable laws or regulations.\n\nII.TAX WITHHOLDING\n\nA.\nThe Company’s obligation to deliver shares or cash upon the exercise of stock options or stock appreciation rights\nor upon the grant or vesting of direct stock issuances or RSUs under the Plan shall be subject to the satisfaction of all applicable Federal,\nState, and local income and employment tax withholding requirements.\n\nB.\nThe Plan Administrator may, in its discretion and upon such terms and conditions as it may deem appropriate, provide any\nor all holders of outstanding options or stock issuances under the Plan (other than the grants under Article Four) with the election to\nhave the Company withhold, from the shares of Common Stock otherwise issuable upon the exercise or vesting of such awards, a whole number\nof such shares with an aggregate fair market value equal to the minimum amount necessary (or, if determined by the Plan Administrator\nin its discretion and to the extent adverse accounting treatment does not result, at the maximum applicable individual statutory tax rates)\nto satisfy the Federal, State and local income and employment tax withholdings (the “Taxes”) incurred in connection with the\nacquisition or vesting of such shares. In lieu of such direct withholding, one or more grantees may also be granted the right to deliver\nwhole shares of Common Stock to the Company in satisfaction of such Taxes. Any withheld or delivered shares shall be valued at their fair\nmarket value on the applicable determination date for such Taxes.\n\nIII.EFFECTIVE DATE AND TERM OF PLAN\n\nA.\nThe Plan, as amended and restated, shall be effective on the date specified in the Board of Directors resolution adopting\nthe Plan. Except as provided below, each option issued and outstanding under the Plan immediately prior to such effective date shall continue\nto be governed solely by the terms and conditions of the agreement evidencing such grant, and nothing in this restatement of the Plan\nshall be deemed to affect or otherwise modify the rights or obligations of the holders of such options with respect to their acquisition\nof shares of Common Stock thereunder. The Plan Administrator shall, however, have full power and authority, under such circumstances as\nthe Plan Administrator may deem appropriate (but in accordance with Section I of this Article Five), to extend one or more features of\nthis amendment and restatement to any options outstanding on the effective date.\n\n20\n\nB.\nUnless sooner terminated in accordance with the other provisions of this Plan, the Plan shall terminate upon the earlier\nof (i) ten (10) years following the date this amendment and restatement of the Plan is approved by the Board or (ii) the date on which\nall shares available for issuance under the Plan shall have been issued or cancelled pursuant to the exercise, surrender or cash-out of\nthe options granted hereunder. If the date of termination is determined under clause (i) above, then any options or stock issuances outstanding\non such date shall continue to have force and effect in accordance with the provisions of the agreements evidencing those awards.\n\nC.\nOptions may be granted with respect to a number of shares of Common Stock in excess of the number of shares at the time\navailable for issuance under the Plan, provided each granted option is not to become exercisable, in whole or in part, at any time\nprior to stockholder approval of an amendment authorizing a sufficient increase in the number of shares issuable under the Plan.\n\nIV.USE OF PROCEEDS\n\nAny cash proceeds received by the Company from the sale\nof shares pursuant to options or stock issuances granted under the Plan shall be used for general corporate purposes.\n\nV.REGULATORY APPROVALS\n\nA.\nThe implementation of the Plan, the granting of any option hereunder, and the issuance of stock (i) upon the exercise or\nsurrender of any option or (ii) under the Stock Issuance Program shall be subject to the procurement by the Company of all approvals and\npermits required by regulatory authorities having jurisdiction over the Plan, the options granted under it and the stock issued pursuant\nto it.\n\nB.\nNo shares of Common Stock or other assets shall be issued or delivered under the Plan unless and until there shall have\nbeen compliance with all applicable requirements of Federal and state securities laws, including (to the extent required) the filing and\neffectiveness of the Form S-8 registration statement for the shares of Common Stock issuable under the Plan, and all applicable listing\nrequirements of any stock exchange (or the Nasdaq National Market, the Nasdaq Global Select Market or any successor system, if applicable)\non which the Common Stock is then trading.\n\nVI.NO EMPLOYMENT/SERVICE RIGHTS\n\nNeither the action of the Company in establishing or\nrestating the Plan, nor any action taken by the Plan Administrator hereunder, nor any provision of the Plan shall be construed so as to\ngrant any individual the right to remain in the employ or service of the Company (or any parent or subsidiary corporation) for any period\nof specific duration, and the Company (or any parent or subsidiary corporation retaining the services of such individual) may terminate\nsuch individual’s employment or service at any time and for any reason, with or without cause.\n\n21\n\nVII.MISCELLANEOUS PROVISIONS\n\nA.\nExcept to the extent otherwise expressly provided in the Plan, the right to acquire Common Stock or other awards under the\nPlan may not be assigned, encumbered or otherwise transferred by any grantee.\n\nB.\nAwards issued under the Plan shall be subject to any clawback policy of the Company as in effect from time-to-time. No recovery\nof compensation under any such policy will be an event giving rise to a right to resign for “good reason” or be deemed a “constructive\ntermination” (or any similar term) as such terms are used in any agreement between any grantee and the Company.\n\nC.\nThe provisions of the Plan relating to the exercise of options and the issuance and/or vesting of shares shall be governed\nby the laws of the State of Delaware without resort to that state’s conflict-of-laws provisions, as such laws are applied to contracts\nentered into and performed in such State.\n\nD.\nThe Plan is intended to be an unfunded plan. Grantees are and shall at all times be general creditors of the Company with\nrespect to their awards. If the Committee or the Company chooses to set aside funds in a trust or otherwise for the payment of awards\nunder the Plan, such funds shall at all times be subject to the claims of the creditors of the Company in the event of its bankruptcy\nor insolvency.\n\nE.\n**Awards to Non-U.S. Employees**. The Committee shall have the power and authority to determine which subsidiary\ncorporations shall be covered by this Plan and which employees outside the United States shall be eligible to participate in the Plan.\nThe Committee may adopt, amend, or rescind rules, procedures, or sub-plans relating to the operation and administration of the Plan to\naccommodate the specific requirements of local laws, procedures, and practices. Without limiting the generality of the foregoing, the\nCommittee is specifically authorized to adopt rules, procedures, and sub-plans with provisions that limit or modify rights on death, disability,\nor retirement or on termination of employment; available methods of exercise or settlement of an award; payment of income, social insurance\ncontributions and payroll taxes; the withholding procedures and handling of any stock certificates or other indicia of ownership which\nvary with local requirements. The Committee may also adopt rules, procedures or sub-plans applicable to particular subsidiary corporations\nor locations.\n\n22"}