Form 8-K

8-K — OS Therapies Inc

Accession: 0001213900-26-098403

Filed: 2026-09-09

Period: 2026-09-09

CIK: 0001795091

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

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

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ea0305001-8k_ostherapies.htm (Primary)

EX-10.1 — OS THERAPIES INCORPORATED AMENDED AND RESTATED 2023 INCENTIVE COMPENSATION PLAN (ea030500101ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0305001-8k_ostherapies.htm · Sequence: 1

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0001795091

2026-09-09

iso4217:USD

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 9, 2026

OS THERAPIES INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware

001-42195

82-5118368

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

115 Pullman Crossing Road, Suite 103

Grasonville, Maryland

21638

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including

area code: (410) 297-7793

N/A

(Former name or former address, if changed since

last report.)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐

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

☐

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

☐

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

☐

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

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.001 per share

OSTX

NYSE American

Indicate by check mark whether the registrant

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

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

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

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

CURRENT REPORT ON FORM 8-K

OS Therapies Incorporated

September 9, 2026

Item 5.02. Departure of Directors or Certain

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

On September 9, 2026, the

stockholders of OS Therapies Incorporated (the “Company”) approved and adopted the amendment and restatement of the Company’s

2023 Incentive Compensation Plan, as amended (the “Amended and Restated Plan”), at its 2026 annual meeting of stockholders

(the “Annual Meeting”). A summary of the material terms of the Amended and Restated Plan is included under the heading “Proposal

No. 2: The Amended and Restated Plan Proposal” in the definitive proxy statement filed by the Company in connection with the Annual

Meeting with the Securities and Exchange Commission on July 24, 2026 (the “Proxy Statement”). The summary is qualified in

its entirety by reference to the full text of the Amended and Restated Plan, a copy of which is filed herewith as Exhibit 10.1 and incorporated

herein by reference.

Item 5.07. Submission of Matters to a Vote

of Security Holders.

The Company held the Annual

Meeting on September 9, 2026. At the Annual Meeting, the Company’s stockholders were asked to vote upon:

1. The election of six directors, each to serve until the Company’s 2027 annual meeting of stockholders

and until their respective successors are duly elected and qualified. The nominees for election were Paul A. Romness, John Ciccio, Craig

Eagle, Avril McKean Dieser, Olivier R. Jarry and Theodore F. Search;

2. The approval of the Amended and Restated Plan; and

3. The ratification of the appointment of MaloneBailey, LLP as the Company’s independent registered

public accounting firm for the fiscal year ending December 31, 2026.

The results of the matters

voted on at the Annual Meeting, based on the presence in person or by proxy of holders of record of 26,059,902 of the 46,205,601 shares

of the Company’s common stock entitled to vote, were as follows:

1. The stockholders approved the election of each of the director nominees to serve until the 2027 annual

meeting of stockholders and until their respective successors are duly elected and qualified, which required the affirmative vote of the

majority of shares of stock present, in person or by proxy, and entitled to vote. The voting results were as follows:

For

Withheld

Broker

Non-Votes

Paul A. Romness

7,336,591

67,922

18,655,389

John Ciccio

7,110,791

293,722

18,655,389

Craig Eagle

7,336,860

67,653

18,655,389

Avril McKean Dieser

7,336,889

67,624

18,655,389

Olivier R. Jarry

7,336,925

67,588

18,655,389

Theodore F. Search

7,336,522

67,991

18,655,389

2. The stockholders approved the Amended and Restated Plan, which required the affirmative vote of the majority

of shares of stock present, in person or by proxy, and entitled to vote. The voting results were as follows:

For

Against

Abstain

Broker Non-Votes

4,515,930

885,667

2,002,913

18,655,392

3. The stockholders ratified the appointment of MaloneBailey, LLP as the Company’s independent registered

public accounting firm for the fiscal year ending December 31, 2026, which required the affirmative vote of the majority of shares of

stock present, in person or by proxy, and entitled to vote. The voting results were as follows:

For

Against

Abstain

Broker Non-Votes

25,689,179

340,644

30,079

—

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

10.1

OS Therapies Incorporated Amended and Restated 2023 Incentive Compensation Plan.

104

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

SIGNATURE

Pursuant to the requirements

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

duly authorized.

OS THERAPIES INCORPORATED

Dated: September 9, 2026

By:

/s/ Paul A. Romness, MPH

Name:

Paul A. Romness, MPH

Title:

President and Chief Executive Officer

EX-10.1 — OS THERAPIES INCORPORATED AMENDED AND RESTATED 2023 INCENTIVE COMPENSATION PLAN

EX-10.1

Filename: ea030500101ex10-1.htm · Sequence: 2

Exhibit 10.1

OS THERAPIES INCORPORATED

AMENDED AND RESTATED

2023 INCENTIVE COMPENSATION PLAN

OS THERAPIES INCORPORATED

AMENDED AND RESTATED 2023 INCENTIVE COMPENSATION

PLAN

1. Purpose. The purpose

of the OS THERAPIES AMENDED AND RESTATED 2023 INCENTIVE COMPENSATION PLAN (the “Plan”) is to assist OS Therapies

Incorporated, a Delaware corporation (the “Company”), and its Related Entities (as hereinafter defined) in

attracting, motivating, retaining and rewarding high-quality executives and other employees, officers, directors, consultants and other

persons who provide services to the Company or its Related Entities by enabling such persons to acquire or increase a proprietary interest

in the Company in order to strengthen the mutuality of interests between such persons and the Company’s shareholders, and providing

such persons with performance incentives to expend their maximum efforts in the creation of shareholder value.

2. Definitions.

For purposes of the Plan, the following terms shall be defined as set forth below, in addition to such terms defined in Section 1 hereof.

(a) “Award”

means any Option, Stock Appreciation Right, Restricted Stock Award, Deferred Stock Award, Share granted as a bonus or in lieu of another

award, Dividend Equivalent, Other Stock-Based Award or Performance Award, together with any other right or interest, granted to a Participant

under the Plan.

(b) “Award

Agreement” means any written agreement, contract or other instrument or document evidencing any Award granted by the Committee

hereunder.

means the person, persons, trust or trusts that have been designated by a Participant in his or her most recent written beneficiary designation

filed with the Committee to receive the benefits specified under the Plan upon such Participant’s death or to which Awards or other

rights are transferred if and to the extent permitted under Section 10(b) hereof. If, upon a Participant’s death, there is no designated

Beneficiary or surviving designated Beneficiary, then the term Beneficiary means the person, persons, trust or trusts entitled by will

or the laws of descent and distribution to receive such benefits.

(d) “Beneficial

Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act and any successor to such Rule.

(e) “Board”

means the Company’s Board of Directors.

(f) “Cause”

shall, with respect to any Participant have the meaning specified in the Award Agreement. In the absence of any definition in the Award

Agreement, “Cause” shall have the equivalent meaning or the same meaning as “cause” or “for cause”

set forth in any employment, consulting, or other agreement for the performance of services between the Participant and the Company or

a Related Entity or, in the absence of any such agreement or any such definition in such agreement, such term shall mean (i) the failure

by the Participant to perform, in a reasonable manner, his or her duties as assigned by the Company or a Related Entity, (ii) any violation

or breach by the Participant of his or her employment, consulting or other similar agreement with the Company or a Related Entity, if

any, (iii) any violation or breach by the Participant of any non-competition, non-solicitation, non-disclosure and/or other similar agreement

with the Company or a Related Entity, (iv) any act by the Participant of dishonesty or bad faith with respect to the Company or a Related

Entity, (v) use of alcohol, drugs or other similar substances in a manner that adversely affects the Participant’s work performance,

or (vi) the commission by the Participant of any act, misdemeanor, or crime reflecting unfavorably upon the Participant or the Company

or any Related Entity. The good faith determination by the Committee of whether the Participant’s Continuous Service was terminated

by the Company for “Cause” shall be final and binding for all purposes hereunder.

(g) “Change

in Control” means a Change in Control as defined with related terms in Section 9(b) of the Plan.

(h) “Code”

means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions and regulations

thereto.

(i)

“Committee” means a committee designated by the Board to administer the Plan; provided, however,

that if the Board fails to designate a committee or if there are no longer any members on the committee so designated by the Board,

then the Board shall serve as the Committee. The Committee shall consist of at least two directors, and each member of the Committee

shall be (i) a “non-employee director” within the meaning of Rule 16b-3 (or any successor rule) under the Exchange

Act, unless administration of the Plan by “non-employee directors” is not then required in order for exemptions under

Rule 16b-3 to apply to transactions under the Plan, and (ii) “Independent.”

(j) “Consultant”

means any person (other than an Employee or a Director, solely with respect to rendering services in such person’s capacity as a

director) who is engaged by the Company or any Related Entity to render consulting or advisory services to the Company or such Related

Entity.

(k) “Continuous

Service” means the uninterrupted provision of services to the Company or any Related Entity in any capacity of Employee,

Director, Consultant or other service provider. Continuous Service shall not be considered to be interrupted in the case of (i) any approved

leave of absence, (ii) transfers among the Company, any Related Entities, or any successor entities, in any capacity of Employee, Director,

Consultant or other service provider, or (iii) any change in status as long as the individual remains in the service of the Company or

a Related Entity in any capacity of Employee, Director, Consultant or other service provider (except as otherwise provided in the Award

Agreement). An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave.

(l) “Deferred

Stock” means a right to receive Shares, including Restricted Stock, cash or a combination thereof, at the end of a specified

deferral period.

(m) “Deferred

Stock Award” means an Award of Deferred Stock granted to a Participant under Section 6(e) hereof.

(n) “Director”

means a member of the Board or the board of directors of any Related Entity.

(o) “Disability”

means a permanent and total disability (within the meaning of Section 22(e) of the Code), as determined by a medical doctor satisfactory

to the Committee.

(p) “Dividend

Equivalent” means a right, granted to a Participant under Section 6(g) hereof, to receive cash, Shares, other Awards or

other property equal in value to dividends paid with respect to a specified number of Shares, or other periodic payments.

(q) “Effective

Date” means the effective date of the Plan, which shall be the Shareholder Approval Date.

(r) “Eligible

Person” means each officer, Director, Employee, Consultant and other person who provides services to the Company or any

Related Entity. The foregoing notwithstanding, only Employees of the Company, or any parent corporation or subsidiary corporation of the

Company (as those terms are defined in Sections 424(e) and (f) of the Code, respectively), shall be Eligible Persons for purposes of receiving

any Incentive Stock Options. An Employee on leave of absence may be considered as still in the employ of the Company or a Related Entity

for purposes of eligibility for participation in the Plan.

(s) “Employee”

means any person, including an officer or Director, who is an employee of the Company or any Related Entity. The payment of a director’s

fee by the Company or a Related Entity shall not be sufficient to constitute “employment” by the Company.

(t) “Exchange

Act” means the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and successor provisions

and rules thereto.

(u) “Fair Market

Value” means the fair market value of Shares, Awards or other property as determined by the Committee, or under procedures

established by the Committee. Unless otherwise determined by the Committee, the Fair Market Value of a Share as of any given date shall

be the closing sale price per Share reported on a consolidated basis for stock listed on the principal stock exchange or market on which

Shares are traded on the date as of which such value is being determined or, if there is no sale on that date, then on the last previous

day on which a sale was reported.

(v) “Good Reason”

shall, with respect to any Participant, have the meaning specified in the Award Agreement. In the absence of any definition in the Award

Agreement, “Good Reason” shall have the equivalent meaning or the same meaning as “good reason” or “for

good reason” set forth in any employment, consulting or other agreement for the performance of services between the Participant

and the Company or a Related Entity or, in the absence of any such agreement or any such definition in such agreement, such term shall

mean (i) the assignment to the Participant of any duties inconsistent in any material respect with the Participant’s position, authority,

duties or responsibilities as assigned by the Company or a Related Entity, or any other action by the Company or a Related Entity which

results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose any action not taken

in bad faith and which is remedied by the Company or a Related Entity promptly after receipt of notice thereof given by the Participant,

or any action taken with the consent of the Participant; or (ii) any material failure by the Company or a Related Entity to comply with

its obligations to the Participant as agreed upon, other than any failure not occurring in bad faith and which is remedied by the Company

or a Related Entity promptly after receipt of notice thereof given by the Participant.

(w) “Incentive

Stock Option” means any Option intended to be designated as an “incentive stock option” within the meaning of

Section 422 of the Code or any successor provision thereto.

(x) “Independent,”

when referring to either the Board or members of the Committee, shall have the same meaning as used in the rules of the NYSE American

or any other national securities exchange on which any securities of the Company are listed for trading and, if not quoted or listed for

trading, by the rules of the NYSE American.

(y) “Incumbent

Board” means the Incumbent Board as defined in Section 9(b)(ii) of the Plan.

(z) “Option”

means a right granted to a Participant under Section 6(b) hereof, to purchase Shares or other Awards at a specified price during specified

time periods.

(aa) “Option

Proceeds” means the cash actually received by the Company for the exercise price in connection with the exercise of Options

that are exercised after the Effective Date of the Plan, plus the maximum tax benefit that could be realized by the Company as a result

of the exercise of such Options, which tax benefit shall be determined by multiplying (i) the amount that is deductible for Federal income

tax purposes as a result of any such option exercise (currently, equal to the amount upon which the Participant’s withholding tax

obligation is calculated), times (ii) the maximum Federal corporate income tax rate for the year of exercise. With respect to Options,

to the extent that a Participant pays the exercise price and/or withholding taxes with Shares, Option Proceeds shall not be calculated

with respect to the amounts so paid in Shares.

(bb) “Other Stock-Based

Awards” means Awards granted to a Participant under Section 6(i) hereof.

(cc) “Participant”

means a person who has been granted an Award under the Plan which remains outstanding, including a person who is no longer an Eligible

Person.

(dd) “Performance

Award” shall mean any Award of Performance Shares or Performance Units granted pursuant to Section 6(h).

(ee) “Performance

Period” means that period established by the Committee at the time any Performance Award is granted or at any time thereafter

during which any performance goals specified by the Committee with respect to such Award are to be measured.

(ff) “Performance

Share” means any grant pursuant to Section 6(h) of a unit valued by reference to a designated number of Shares, which value

may be paid to the Participant by delivery of such property as the Committee shall determine, including cash, Shares, other property,

or any combination thereof, upon achievement of such performance goals during the Performance Period as the Committee shall establish

at the time of such grant or thereafter.

(gg) “Performance

Unit” means any grant pursuant to Section 6(h) of a unit valued by reference to a designated amount of property (including

cash) other than Shares, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including

cash, Shares, other property, or any combination thereof, upon achievement of such performance goals during the Performance Period as

the Committee shall establish at the time of such grant or thereafter.

(hh) “Person”

shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,

and shall include a “group” as defined in Section 13(d) thereof.

(ii) “Prior Plan”

means the Company’s 2023 Incentive Compensation Plan, as in effect immediately prior to the Effective Date.

(jj) “Related

Entity” means any Subsidiary, and any business, corporation, partnership, limited liability company or other entity designated

by Board in which the Company or a Subsidiary holds a substantial ownership interest, directly or indirectly.

(kk) “Restricted

Stock” means any Share issued with the restriction that the holder may not sell, transfer, pledge or assign such Share and

with such risks of forfeiture and other restrictions as the Committee, in its sole discretion, may impose (including any restriction on

the right to vote such Share and the right to receive any dividends), which restrictions may lapse separately or in combination at such

time or times, in installments or otherwise, as the Committee may deem appropriate.

(ll) “Restricted

Stock Award” means an Award granted to a Participant under Section 6(d) hereof.

(mm) “Rule 16b-3”

means Rule 16b-3, as from time to time in effect and applicable to the Plan and Participants, promulgated by the Securities and Exchange

Commission under Section 16 of the Exchange Act.

(nn) “Shareholder

Approval Date” means the date on which this Plan is approved by shareholders of the Company eligible to vote in the election

of directors, by a vote sufficient to meet the requirements of Code Section 422, Rule 16b-3 under the Exchange Act (if applicable), applicable

requirements under the rules of any stock exchange or automated quotation system on which the Shares may be listed or quoted, and other

laws, regulations and obligations of the Company applicable to the Plan.

(oo) “Shares”

means the shares of common stock of the Company, par value $0.001 per share, and such other securities as may be substituted (or resubstituted)

for Shares pursuant to Section 10(c) hereof.

(pp) “Stock Appreciation

Right” means a right granted to a Participant under Section 6(c) hereof.

(qq) “Subsidiary”

means any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% or more of the total combined

voting power of the then outstanding securities or interests of such corporation or other entity entitled to vote generally in the election

of directors or in which the Company has the right to receive 50% or more of the distribution of profits or 50% or more of the assets

on liquidation or dissolution.

(rr) “Substitute

Awards” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for,

awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company or any Related Entity

or with which the Company or any Related Entity combines.

3. Administration.

(a) Authority of the

Committee. The Plan shall be administered by the Committee, except to the extent the Board elects to administer the Plan, in which

case the Plan shall be administered by only those directors who are Independent Directors, in which case references herein to the “Committee”

shall be deemed to include references to the Independent members of the Board. The Committee shall have full and final authority, subject

to and consistent with the provisions of the Plan, to select Eligible Persons to become Participants, grant Awards, determine the type,

number and other terms and conditions of, and all other matters relating to, Awards, prescribe Award Agreements (which need not be identical

for each Participant) and rules and regulations for the administration of the Plan, construe and interpret the Plan and Award Agreements

and correct defects, supply omissions or reconcile inconsistencies therein, and to make all other decisions and determinations as the

Committee may deem necessary or advisable for the administration of the Plan. In exercising any discretion granted to the Committee under

the Plan or pursuant to any Award, the Committee shall not be required to follow past practices, act in a manner consistent with past

practices, or treat any Eligible Person or Participant in a manner consistent with the treatment of other Eligible Persons or Participants.

(b) Manner of Exercise of

Committee Authority. The Committee, and not the Board, shall exercise sole and exclusive discretion on any matter relating to a Participant

then subject to Section 16 of the Exchange Act with respect to the Company to the extent necessary in order that transactions by

such Participant shall be exempt under Rule 16b-3 under the Exchange Act. Any action of the Committee shall be final, conclusive and

binding on all persons, including the Company, its Related Entities, Participants, Beneficiaries, transferees under Section 10(b) hereof

or other persons claiming rights from or through a Participant, and shareholders. The express grant of any specific power to the Committee,

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

may delegate to officers or managers of the Company or any Related Entity, or committees thereof, the authority, subject to such terms

as the Committee shall determine, to perform such functions, including administrative functions as the Committee may determine to the

extent that such delegation will not result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participants subject

to Section 16 of the Exchange Act in respect of the Company. The Committee may appoint agents to assist it in administering the Plan.

of Liability. The Committee and the Board, and each member thereof, shall be entitled to, in good faith, rely or act upon any report

or other information furnished to him or her by any officer or Employee, the Company’s independent auditors, Consultants or any

other agents assisting in the administration of the Plan. Members of the Committee and the Board, and any officer or Employee acting at

the direction or on behalf of the Committee or the Board, shall not be personally liable for any action or determination taken or made

in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with

respect to any such action or determination.

4. Shares

Subject to Plan.

(a) Limitation

on Overall Number of Shares Available for Delivery Under Plan; ISO Limit. Subject to adjustment as provided in Section 10(c) hereof,

the total number of Shares reserved and available for delivery under the Plan shall be 15,000,000 Shares, all of which may be issued pursuant

to the exercise of Incentive Stock Options. The foregoing Share limit includes (i) any Shares that, immediately prior to the Effective

Date, remained available for future grants under the Prior Plan and (ii) any Shares subject to awards granted under the Prior Plan that

are outstanding as of the Effective Date. From and after the Effective Date, no Shares shall remain available for future grants under

the Prior Plan. Shares subject to Awards and awards granted under the Prior Plan may again become available for delivery under the Plan

pursuant to Section 4(c) hereof, and such Shares shall be added back to the number of Shares available for delivery under the Plan, subject

to the share counting provisions of this Plan; provided that Shares subject to awards granted under the Prior Plan shall become available

for delivery under this Plan only to the extent such Shares would have become available for future grant under the Prior Plan and are

permitted to become available under the share counting provisions of this Plan. Any Shares delivered under the Plan may consist, in whole

or in part, of authorized and unissued shares or treasury shares.

(b) Application of

Limitation to Grants of Award. No Award may be granted if the number of Shares to be delivered in connection with such Award or,

in the case of an Award relating to Shares but settled only in cash, the number of Shares to which such Award relates, exceeds the number

of Shares remaining available for delivery under the Plan, after taking into account the number of Shares subject to then outstanding

Awards and awards granted under the Prior Plan that count against the Share limit under Section 4(a). The Committee may adopt reasonable

counting procedures to ensure appropriate counting, avoid double counting and make adjustments if the number of Shares actually delivered

differs from the number of Shares previously counted in connection with an Award or an award granted under the Prior Plan.

of Shares Not Delivered Under Awards and Adjustments to Limits.

(i) If

any Shares subject to an Award are forfeited, expire or otherwise terminate without issuance of such Shares, or any Award is settled for

cash or otherwise does not result in the issuance of all or a portion of the Shares subject to such Award or award, the Shares shall,

to the extent of such forfeiture, expiration, termination, cash settlement or non-issuance, again be available for Awards under the Plan,

subject to Section 4(c)(v) below.

(ii) In the event that any

Option or Stock Appreciation Right granted hereunder is exercised through the tendering of Shares (either actually or by attestation)

or by the withholding of Shares by the Company, or withholding tax liabilities arising from any Award are satisfied by the tendering

of Shares (either actually or by attestation) or by the withholding of Shares by the Company, then only the number of Shares issued net

of the number of Shares tendered or withheld shall be counted for purposes of determining the maximum number of Shares available for

grant under the Plan.

(iii) Shares

reacquired by the Company on the open market using Option Proceeds shall be available for Awards under the Plan. The increase in Shares

available pursuant to the repurchase of Shares with Option Proceeds shall not be greater than the amount of such proceeds divided by the

Fair Market Value of a Share on the date of exercise of the Option giving rise to such Option Proceeds.

(iv) Substitute

Awards shall not reduce the Shares authorized for grant under the Plan or authorized for grant to a Participant in any period. Additionally,

in the event that a company acquired by the Company or any Related Entity or with which the Company or any Related Entity combines has

shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination,

the shares available for delivery pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange

ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable

to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall

not reduce the Shares authorized for delivery under the Plan; provided that Awards using such available shares shall not be made after

the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall

only be made to individuals who were not Employees or Directors prior to such acquisition or combination.

(v) Any

Shares that again become available for delivery pursuant to this Section 4(c) shall be added back as one (1) Share.

(vi) Notwithstanding

anything in this Section 4(c) to the contrary and solely for purposes of determining whether Shares are available for delivery pursuant

to Incentive Stock Options, the maximum aggregate number of Shares that may be granted under this Plan shall be determined without regard

to any Shares restored pursuant to this Section 4(c) that, if taken into account, would cause the Plan to fail the requirement under Code

Section 422 that the Plan designate a maximum aggregate number of shares that may be issued.

5. Eligibility.

Awards may be granted under the Plan only to Eligible Persons. The Committee may, but is not required to, establish individual award

limits or guidelines in its discretion.

6. Specific

Terms of Awards.

(a) General.

Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the

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

with the provisions of the Plan, as the Committee shall determine, including terms requiring forfeiture of Awards in the event of termination

of the Participant’s Continuous Service and terms permitting a Participant to make elections relating to his or her Award. The Committee

shall retain full power and discretion to accelerate, waive or modify, at any time, any term or condition of an Award that is not mandatory

under the Plan. Except in cases in which the Committee is authorized to require other forms of consideration under the Plan, or to the

extent other forms of consideration must be paid to satisfy the requirements of applicable law, no consideration other than services may

be required for the grant (but not the exercise) of any Award.

(b) Options.

The Committee is authorized to grant Options to any Eligible Person on the following terms and conditions:

(i) Exercise

Price. Other than in connection with Substitute Awards, the exercise price per Share purchasable under an Option shall be determined

by the Committee, provided that such exercise price shall not, in the case of Incentive Stock Options, be less than 100% of the Fair Market

Value of a Share on the date of grant of the Option and shall not, in any event, be less than the par value of a Share on the date of

grant of the Option. If an Employee owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the

Code) more than 10% of the combined voting power of all classes of stock of the Company (or any parent corporation or subsidiary corporation

of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) and an Incentive Stock Option is granted

to such employee, the exercise price of such Incentive Stock Option (to the extent required by the Code at the time of grant) shall be

no less than 110% of the Fair Market Value a Share on the date such Incentive Stock Option is granted.

(ii) Time

and Method of Exercise. The Committee shall determine the time or times at which or the circumstances under which an Option may be

exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the time or times

at which Options shall cease to be or become exercisable following termination of Continuous Service or upon other conditions, the methods

by which the exercise price may be paid or deemed to be paid (including in the discretion of the Committee a cashless exercise procedure),

the form of such payment, including, without limitation, cash, Shares, other Awards or awards granted under other plans of the Company

or a Related Entity, or other property (including notes or other contractual obligations of Participants to make payment on a deferred

basis provided that such deferred payments are not in violation of the Sarbanes-Oxley Act of 2002, or any rule or regulation adopted thereunder

or any other applicable law), and the methods by or forms in which Shares will be delivered or deemed to be delivered to Participants.

(iii) Incentive

Stock Options. The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of

Section 422 of the Code. Anything in the Plan to the contrary notwithstanding, no term of the Plan relating to Incentive Stock Options

(including any Stock Appreciation Right issued in tandem therewith) shall be interpreted, amended or altered, nor shall any discretion

or authority granted under the Plan be exercised, so as to disqualify either the Plan or any Incentive Stock Option under Section 422

of the Code, unless the Participant has first requested, or consents to, the change that will result in such disqualification. Thus, if

and to the extent required to comply with Section 422 of the Code, Options granted as Incentive Stock Options shall be subject to the

following special terms and conditions:

(A) the

Option shall not be exercisable more than ten years after the date such Incentive Stock Option is granted; provided, however, that if

a Participant owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10% of the combined

voting power of all classes of stock of the Company (or any parent corporation or subsidiary corporation of the Company, as those terms

are defined in Sections 424(e) and (f) of the Code, respectively) and the Incentive Stock Option is granted to such Participant, the term

of the Incentive Stock Option shall be (to the extent required by the Code at the time of the grant) for no more than five years from

the date of grant; and

(B) The

aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted) of the Shares with respect to which Incentive

Stock Options granted under the Plan and all other option plans of the Company (and any parent corporation or subsidiary corporation of

the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) during any calendar year exercisable for

the first time by the Participant during any calendar year shall not (to the extent required by the Code at the time of the grant) exceed

$100,000.

Appreciation Rights. The Committee may grant Stock Appreciation Rights to any Eligible Person in conjunction with all or part of any

Option granted under the Plan or at any subsequent time during the term of such Option (a “Tandem Stock Appreciation Right”),

or without regard to any Option (a “Freestanding Stock Appreciation Right”), in each case upon such terms and conditions as

the Committee may establish in its sole discretion, not inconsistent with the provisions of the Plan, including the following:

(i) Right

to Payment. A Stock Appreciation Right shall confer on the Participant to whom it is granted a right to receive, upon exercise thereof,

the excess of (A) the Fair Market Value of one Share on the date of exercise over (B) the grant price of the Stock Appreciation Right

as determined by the Committee. The grant price of a Stock Appreciation Right shall not be less than 100% of the Fair Market Value of

a Share on the date of grant, in the case of a Freestanding Stock Appreciation Right, or less than the associated Option exercise price,

in the case of a Tandem Stock Appreciation Right.

(ii) Other

Terms. The Committee shall determine at the date of grant or thereafter, the time or times at which and the circumstances under which

a Stock Appreciation Right may be exercised in whole or in part (including based on achievement of performance goals and/or future service

requirements), the time or times at which Stock Appreciation Rights shall cease to be or become exercisable following termination of Continuous

Service or upon other conditions, the method of exercise, method of settlement, form of consideration payable in settlement, method by

or forms in which Shares will be delivered or deemed to be delivered to Participants, whether or not a Stock Appreciation Right shall

be in tandem or in combination with any other Award, and any other terms and conditions of any Stock Appreciation Right.

(iii) Tandem

Stock Appreciation Rights. Any Tandem Stock Appreciation Right may be granted at the same time as the related Option is granted or,

for Options that are not Incentive Stock Options, at any time thereafter before exercise or expiration of such Option. Any Tandem Stock

Appreciation Right related to an Option may be exercised only when the related Option would be exercisable and the Fair Market Value of

the Shares subject to the related Option exceeds the exercise price at which Shares can be acquired pursuant to the Option. In addition,

if a Tandem Stock Appreciation Right exists with respect to less than the full number of Shares covered by a related Option, then an exercise

or termination of such Option shall not reduce the number of Shares to which the Tandem Stock Appreciation Right applies until the number

of Shares then exercisable under such Option equals the number of Shares to which the Tandem Stock Appreciation Right applies. Any Option

related to a Tandem Stock Appreciation Right shall no longer be exercisable to the extent the Tandem Stock Appreciation Right has been

exercised, and any Tandem Stock Appreciation Right shall no longer be exercisable to the extent the related Option has been exercised.

(d) Restricted

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

(i) Grant

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

if any, as the Committee may impose, or as otherwise provided in this Plan, covering a period of time specified by the Committee (the

“Restriction Period”). The terms of any Restricted Stock Award granted under the Plan shall be set forth in a written Award

Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. The restrictions may lapse separately

or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements),

in such installments or otherwise, as the Committee may determine at the date of grant or thereafter. Except to the extent restricted

under the terms of the Plan and any Award Agreement relating to a Restricted Stock Award, a Participant granted Restricted Stock shall

have all of the rights of a shareholder, including the right to vote the Restricted Stock and the right to receive dividends thereon (subject

to any mandatory reinvestment or other requirement imposed by the Committee). During the Restriction Period, subject to Section 10(b)

below, the Restricted Stock may not be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the Participant.

(ii) Forfeiture.

Except as otherwise determined by the Committee, upon termination of a Participant’s Continuous Service during the applicable Restriction

Period, the Participant’s Restricted Stock that is at that time subject to a risk of forfeiture that has not lapsed or otherwise

been satisfied shall be forfeited and reacquired by the Company; provided that the Committee may provide, by rule or regulation or in

any Award Agreement, or may determine in any individual case, that forfeiture conditions relating to Restricted Stock Awards shall be

waived in whole or in part in the event of terminations resulting from specified causes.

(iii) Certificates

for Stock. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates

representing Restricted Stock are registered in the name of the Participant, the Committee may require that such certificates bear an

appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock, that the Company retain physical

possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank, relating to the Restricted

Stock.

(iv) Dividends

and Splits. As a condition to the grant of a Restricted Stock Award, the Committee may require or permit a Participant to elect that

any cash dividends paid on a Share of Restricted Stock be automatically reinvested in additional Shares of Restricted Stock or applied

to the purchase of additional Awards under the Plan. Unless otherwise determined by the Committee, Shares distributed in connection with

a stock split or stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture

to the same extent as the Restricted Stock with respect to which such Shares or other property have been distributed.

(e) Deferred

Stock Award. The Committee is authorized to grant Deferred Stock Awards to any Eligible Person on the following terms and conditions:

(i) Award

and Restrictions. Satisfaction of a Deferred Stock Award shall occur upon expiration of the deferral period specified for such Deferred

Stock Award by the Committee (or, if permitted by the Committee, as elected by the Participant). In addition, a Deferred Stock Award shall

be subject to such restrictions (which may include a risk of forfeiture) as the Committee may impose, if any, which restrictions may lapse

at the expiration of the deferral period or at earlier specified times (including based on achievement of performance goals and/or future

service requirements), separately or in combination, in installments or otherwise, as the Committee may determine. A Deferred Stock Award

may be satisfied by delivery of Shares, cash equal to the Fair Market Value of the specified number of Shares covered by the Deferred

Stock, or a combination thereof, as determined by the Committee at the date of grant or thereafter. Prior to satisfaction of a Deferred

Stock Award, a Deferred Stock Award carries no voting or dividend or other rights associated with Share ownership.

(ii) Forfeiture.

Except as otherwise determined by the Committee, upon termination of a Participant’s Continuous Service during the applicable deferral

period or portion thereof to which forfeiture conditions apply (as provided in the Award Agreement evidencing the Deferred Stock Award),

the Participant’s Deferred Stock Award that is at that time subject to a risk of forfeiture that has not lapsed or otherwise been

satisfied shall be forfeited; provided that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine

in any individual case, that forfeiture conditions relating to a Deferred Stock Award shall be waived in whole or in part in the event

of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of any

Deferred Stock Award.

(iii) Dividend

Equivalents. Unless otherwise determined by the Committee at date of grant, any Dividend Equivalents that are granted with respect

to any Deferred Stock Award shall be either (A) paid with respect to such Deferred Stock Award at the dividend payment date in cash or

in Shares of unrestricted stock having a Fair Market Value equal to the amount of such dividends, or (B) deferred with respect to such

Deferred Stock Award and the amount or value thereof automatically deemed reinvested in additional Deferred Stock, other Awards or other

investment vehicles, as the Committee shall determine or permit the Participant to elect.

(f) Bonus

Stock and Awards in Lieu of Obligations. The Committee is authorized to grant Shares to any Eligible Persons as a bonus, or to grant

Shares or other Awards in lieu of obligations to pay cash or deliver other property under the Plan or under other plans or compensatory

arrangements, provided that, in the case of Eligible Persons subject to Section 16 of the Exchange Act, the amount of such grants remains

within the discretion of the Committee to the extent necessary to ensure that acquisitions of Shares or other Awards are exempt from liability

under Section 16(b) of the Exchange Act. Shares or Awards granted hereunder shall be subject to such other terms as shall be determined

by the Committee.

(g) Dividend

Equivalents. The Committee is authorized to grant Dividend Equivalents to any Eligible Person entitling the Eligible Person to receive

cash, Shares, other Awards, or other property equal in value to the dividends paid with respect to a specified number of Shares, or other

periodic payments. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award. The Committee may

provide that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Shares,

Awards, or other investment vehicles, and subject to such restrictions on transferability and risks of forfeiture, as the Committee may

specify.

(h) Performance

Awards. The Committee is authorized to grant Performance Awards to any Eligible Person payable in cash, Shares, or other Awards, on

terms and conditions established by the Committee, subject to the provisions of Section 8 if and to the extent that the Committee shall,

in its sole discretion, determine that an Award shall be subject to those provisions. The performance criteria to be achieved during any

Performance Period and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Award.

Except as provided in Section 9 or as may be provided in an Award Agreement, Performance Awards will be distributed only after the end

of the relevant Performance Period. The performance goals to be achieved for each Performance Period shall be conclusively determined

by the Committee and may be based upon the criteria set forth in Section 8(b), or in the case of an Award that the Committee determines

shall not be subject to Section 8 hereof, any other criteria that the Committee, in its sole discretion, shall determine should be used

for that purpose. The amount of the Award to be distributed shall be conclusively determined by the Committee. Performance Awards may

be paid in a lump sum or in installments following the close of the Performance Period or, in accordance with procedures established by

the Committee, on a deferred basis.

(i) Other

Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to any Eligible Person such

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

Shares, as deemed by the Committee to be consistent with the purposes of the Plan. Other Stock-Based Awards may be granted to Participants

either alone or in addition to other Awards granted under the Plan, and such Other Stock-Based Awards shall also be available as a form

of payment in the settlement of other Awards granted under the Plan. The Committee shall determine the terms and conditions of such Awards.

Shares delivered pursuant to an Award in the nature of a purchase right granted under this Section 6(i) shall be purchased for such consideration

(including, without limitation, loans from the Company or a Related Entity provided that such loans are not in violation of the Sarbanes

Oxley Act of 2002, or any rule or regulation adopted thereunder or any other applicable law) paid for at such times, by such methods,

and in such forms, including, without limitation, cash, Shares, other Awards or other property, as the Committee shall determine.

7. Certain

Provisions Applicable to Awards.

(a) Stand-Alone,

Additional, Tandem and Substitute Awards. Awards granted under the Plan may, in the discretion of the Committee, be granted either

alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or any award granted under another plan of

the Company, any Related Entity, or any business entity to be acquired by the Company or a Related Entity, or any other right of a Participant

to receive payment from the Company or any Related Entity. Such additional, tandem, and substitute or exchange Awards may be granted at

any time. If an Award is granted in substitution or exchange for another Award or award, the Committee shall require the surrender of

such other Award or award in consideration for the grant of the new Award. In addition, Awards may be granted in lieu of cash compensation,

including in lieu of cash amounts payable under other plans of the Company or any Related Entity, in which the value of Shares subject

to the Award is equivalent in value to the cash compensation (for example, Deferred Stock or Restricted Stock), or in which the exercise

price, grant price or purchase price of the Award in the nature of a right that may be exercised is equal to the Fair Market Value of

the underlying Stock minus the value of the cash compensation surrendered (for example, Options or Stock Appreciation Right granted with

an exercise price or grant price “discounted” by the amount of the cash compensation surrendered).

(b) Term

of Awards. The term of each Award shall be for such period as may be determined by the Committee; provided that in no event shall

the term of any Option or Stock Appreciation Right exceed a period of ten years (or in the case of an Incentive Stock Option such shorter

term as may be required under Section 422 of the Code).

of Payment Under Awards; Deferrals. Subject to the terms of the Plan and any applicable Award Agreement, payments to be made

by the Company or a Related Entity upon the exercise of an Option or other Award or settlement of an Award may be made in such forms

as the Committee shall determine, including, without limitation, cash, Shares, other Awards or other property, and may be made in a single

payment or transfer, in installments, or on a deferred basis. Any installment or deferral provided for in the preceding sentence shall,

however, be subject to the Company’s compliance with the provisions of the Sarbanes-Oxley Act of 2002, the rules and regulations

adopted by the U.S. Securities and Exchange Commission thereunder, and all applicable rules of the NYSE American or any other national

securities exchange on which the Company’s securities are listed for trading and, if not listed for trading on either the NYSE

American or a national securities exchange, then the rules of NYSE American. The settlement of any Award may be accelerated, and cash

paid in lieu of Shares in connection with such settlement, in the discretion of the Committee or upon occurrence of one or more specified

events (in addition to a Change in Control). Installment or deferred payments may be required by the Committee (subject to Section 10(e)

of the Plan, including the consent provisions thereof in the case of any deferral of an outstanding Award not provided for in the original

Award Agreement) or permitted at the election of the Participant on terms and conditions established by the Committee. Payments may include,

without limitation, provisions for the payment or crediting of a reasonable interest rate on installment or deferred payments or the

grant or crediting of Dividend Equivalents or other amounts in respect of installment or deferred payments denominated in Shares.

(d) Exemptions

from Section 16(b) Liability. It is the intent of the Company that the grant of any Awards to or other transaction by a Participant

who is subject to Section 16 of the Exchange Act shall be exempt from Section 16 pursuant to an applicable exemption (except for transactions

acknowledged in writing to be non-exempt by such Participant). Accordingly, if any provision of this Plan or any Award Agreement does

not comply with the requirements of Rule 16b-3 then applicable to any such transaction, such provision shall be construed or deemed amended

to the extent necessary to conform to the applicable requirements of Rule 16b-3 so that such Participant shall avoid liability under Section

16(b).

(e) Clawback

and Recoupment. All Awards and any Shares, cash or other property delivered pursuant to an Award shall be subject to any clawback,

recoupment, recovery or forfeiture policy adopted by the Company, including any policy adopted to comply with Rule 10D-1 under the Exchange

Act, the rules of NYSE American or any other national securities exchange on which the Shares are listed, or any other applicable law,

rule or regulation, in each case as in effect from time to time. By accepting an Award, each Participant agrees to comply with any such

policy and to promptly repay, return or forfeit any compensation, Shares, cash or other property required to be repaid, returned or forfeited

pursuant to such policy or applicable law.

8. Reserved.

9. Change

in Control.

(a) Effect

of “Change in Control.” Subject to Section 9(a)(iv), and if and only to the extent provided in the Award Agreement, or

to the extent otherwise determined by the Committee, upon the occurrence of a “Change in Control,” as defined in Section 9(b):

(i) Any

Option or Stock Appreciation Right that was not previously vested and exercisable as of the time of the Change in Control, shall become

immediately vested and exercisable, subject to applicable restrictions set forth in Section 10(a) hereof.

(ii) Any

restrictions, deferral of settlement, and forfeiture conditions applicable to a Restricted Stock Award, Deferred Stock Award or an Other

Stock-Based Award subject only to future service requirements granted under the Plan shall lapse and such Awards shall be deemed fully

vested as of the time of the Change in Control, except to the extent of any waiver by the Participant and subject to applicable restrictions

set forth in Section 10(a) hereof.

(iii) With

respect to any outstanding Award subject to achievement of performance goals and conditions under the Plan, the Committee may, in its

discretion, deem such performance goals and conditions as having been met as of the date of the Change in Control.

(iv) Notwithstanding

the foregoing, if in the event of a Change in Control the successor company assumes or substitutes for an Option, Stock Appreciation Right,

Restricted Stock Award, Deferred Stock Award or Other Stock-Based Award, then each outstanding Option, Stock Appreciation Right, Restricted

Stock Award, Deferred Stock Award or Other Stock-Based Award shall not be accelerated as described in Sections 9(a)(i), (ii) and (iii).

For the purposes of this Section 9(a)(iv), an Option, Stock Appreciation Right, Restricted Stock Award, Deferred Stock Award or Other

Stock-Based Award shall be considered assumed or substituted for if following the Change in Control the award confers the right to purchase

or receive, for each Share subject to the Option, Stock Appreciation Right, Restricted Stock Award, Deferred Stock Award or Other Stock-Based

Award immediately prior to the Change in Control, the consideration (whether stock, cash or other securities or property) received in

the transaction constituting a Change in Control by holders of Shares for each Share held on the effective date of such transaction (and

if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares);

provided, however, that if such consideration received in the transaction constituting a Change in Control is not solely common stock

of the successor company or its parent or subsidiary, the Committee may, with the consent of the successor company or its parent or subsidiary,

provide that the consideration to be received upon the exercise or vesting of an Option, Stock Appreciation Right, Restricted Stock Award,

Deferred Stock Award or Other Stock-Based Award, for each Share subject thereto, will be solely common stock of the successor company

or its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of Shares in the

transaction constituting a Change in Control. The determination of such substantial equality of value of consideration shall be made by

the Committee in its sole discretion and its determination shall be conclusive and binding.

(b) Definition

of “Change in Control.” Unless otherwise specified in an Award Agreement, a “Change in Control” shall mean

the occurrence of any of the following:

(i) The

acquisition by any Person of Beneficial Ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty

percent (50%) of either (A) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”)

or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of

directors (the “Outstanding Company Voting Securities) (the foregoing Beneficial Ownership hereinafter being referred to as a “Controlling

Interest”); provided, however, that for purposes of this Section 9(b), the following acquisitions shall not constitute or result

in a Change of Control: (v) any acquisition directly from the Company; (w) any acquisition by the Company; (x) any acquisition by any

Person that as of the Effective Date owns Beneficial Ownership of a Controlling Interest; (y) any acquisition by any employee benefit

plan (or related trust) sponsored or maintained by the Company or any Subsidiary; or (z) any acquisition by any corporation pursuant to

a transaction which complies with clauses (A), (B) and (C) of subsection (iii) below; or

(ii) During

any period of two (2) consecutive years (not including any period prior to the Effective Date) individuals who constitute the Board on

the Effective Date (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided,

however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s

shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as

though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption

of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other

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

(iii) Consummation

of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of

its Subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or

stock of another entity by the Company or any of its Subsidiaries (each a “Business Combination”), in each case, unless, following

such Business Combination, (A) all or substantially all of the individuals and entities who were the Beneficial Owners, respectively,

of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially

own, directly or indirectly, more than fifty percent (50%) of the then outstanding shares of common stock and the combined voting power

of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation

resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the

Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially

the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding

Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of the Company or

such corporation resulting from such Business Combination or any Person that as of the Effective Date owns Beneficial Ownership of a Controlling

Interest) beneficially owns, directly or indirectly, fifty percent (50%) or more of the then outstanding shares of common stock of the

corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation

except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the Board

of Directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution

of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) Approval

by the shareholders of the Company of a complete liquidation or dissolution of the Company.

10. General

Provisions.

(a) Compliance

With Legal and Other Requirements. The Company may, to the extent deemed necessary or advisable by the Committee, postpone the issuance

or delivery of Shares or payment of other benefits under any Award until completion of such registration or qualification of such Shares

or other required action under any federal or state law, rule or regulation, listing or other required action with respect to any stock

exchange or automated quotation system upon which the Shares or other Company securities are listed or quoted, or compliance with any

other obligation of the Company, as the Committee, may consider appropriate, and may require any Participant to make such representations,

furnish such information and comply with or be subject to such other conditions as it may consider appropriate in connection with the

issuance or delivery of Shares or payment of other benefits in compliance with applicable laws, rules, and regulations, listing requirements,

or other obligations.

(b) Limits

on Transferability; Beneficiaries. No Award or other right or interest granted under the Plan shall be pledged, hypothecated or otherwise

encumbered or subject to any lien, obligation or liability of such Participant to any party, or assigned or transferred by such Participant

otherwise than by will or the laws of descent and distribution or to a Beneficiary upon the death of a Participant, and such Awards or

rights that may be exercisable shall be exercised during the lifetime of the Participant only by the Participant or his or her guardian

or legal representative, except that Awards and other rights (other than Incentive Stock Options and Stock Appreciation Rights in tandem

therewith) may be transferred to one or more Beneficiaries or other transferees during the lifetime of the Participant, and may be exercised

by such transferees in accordance with the terms of such Award, but only if and to the extent such transfers are permitted by the Committee

pursuant to the express terms of an Award Agreement (subject to any terms and conditions which the Committee may impose thereon). A Beneficiary,

transferee, or other person claiming any rights under the Plan from or through any Participant shall be subject to all terms and conditions

of the Plan and any Award Agreement applicable to such Participant, except as otherwise determined by the Committee, and to any additional

terms and conditions deemed necessary or appropriate by the Committee.

(i) Adjustments

to Awards. In the event that any extraordinary dividend or other distribution (whether in the form of cash, Shares, or other property),

recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange,

liquidation, dissolution or other similar corporate transaction or event affects the Shares and/or such other securities of the Company

or any other issuer such that a substitution, exchange, or adjustment is determined by the Committee to be appropriate, then the Committee

shall, in such manner as it may deem equitable, substitute, exchange or adjust any or all of (A) the number and kind of Shares which

may be delivered in connection with Awards granted thereafter, (B) the number and kind of Shares subject to or deliverable in respect

of outstanding Awards, (C) the exercise price, grant price or purchase price relating to any Award and/or make provision for payment

of cash or other property in respect of any outstanding Award, and (D) any other aspect of any Award that the Committee determines to

be appropriate.

(ii) Adjustments

in Case of Certain Corporate Transactions. In the event of any merger, consolidation or other reorganization in which the Company

does not survive, or in the event of any Change in Control, any outstanding Awards may be dealt with in accordance with any of the following

approaches, as determined by the agreement effectuating the transaction or, if and to the extent not so determined, as determined by the

Committee: (a) the continuation of the outstanding Awards by the Company, if the Company is a surviving corporation, (b) the assumption

or substitution for, as those terms are defined in Section 9(b)(iv) hereof, the outstanding Awards by the surviving corporation or its

parent or subsidiary, (c) full exercisability or vesting and accelerated expiration of the outstanding Awards, or (d) settlement of the

value of the outstanding Awards in cash or cash equivalents or other property followed by cancellation of such Awards (which value, in

the case of Options or Stock Appreciation Rights, shall be measured by the amount, if any, by which the Fair Market Value of a Share exceeds

the exercise or grant price of the Option or Stock Appreciation Right as of the effective date of the transaction). The Committee shall

give written notice of any proposed transaction referred to in this Section 10(c)(ii) a reasonable period of time prior to the closing

date for such transaction (which notice may be given either before or after the approval of such transaction), in order that Participants

may have a reasonable period of time prior to the closing date of such transaction within which to exercise any Awards that are then exercisable

(including any Awards that may become exercisable upon the closing date of such transaction). A Participant may condition his exercise

of any Awards upon the consummation of the transaction.

(iii) Other

Adjustments. The Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards

(including Performance Awards, or performance goals relating thereto) in recognition of unusual or nonrecurring events (including, without

limitation, acquisitions and dispositions of businesses and assets) affecting the Company, any Related Entity or any business unit, or

the financial statements of the Company or any Related Entity, or in response to changes in applicable laws, regulations, accounting

principles, tax rates and regulations or business conditions or in view of the Committee’s assessment of the business strategy

of the Company, any Related Entity or business unit thereof, performance of comparable organizations, economic and business conditions,

personal performance of a Participant, and any other circumstances deemed relevant; provided that no such adjustment shall be authorized

or made if and to the extent that such authority or the making of such adjustment would cause Options, Stock Appreciation Rights or Awards

intended to comply with applicable tax requirements, if any, to fail to qualify for such intended treatment.

(d) Taxes.

The Company and any Related Entity are authorized to withhold from any Award granted, any payment relating to an Award under the Plan,

including from a distribution of Shares, or any payroll or other payment to a Participant, amounts of withholding and other taxes due

or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem

advisable to enable the Company or any Related Entity and Participants to satisfy obligations for the payment of withholding taxes and

other tax obligations relating to any Award. This authority shall include authority to withhold or receive Shares or other property and

to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations, either on a mandatory or elective basis

in the discretion of the Committee.

(e) Changes

to the Plan and Awards. The Board may amend, alter, suspend, discontinue or terminate the Plan, or the Committee’s authority

to grant Awards under the Plan, without the consent of shareholders or Participants, except that any amendment or alteration to the Plan

shall be subject to the approval of the Company’s shareholders not later than the annual meeting next following such Board action

if such shareholder approval is required by any federal or state law or regulation (including, without limitation, Rule 16b-3 or the

rules of the NYSE American or any other stock exchange or automated quotation system on which the Shares may then be listed or quoted),

and the Board may otherwise, in its discretion, determine to submit other such changes to the Plan to shareholders for approval; provided

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

under any previously granted and outstanding Award. The Committee may waive any conditions or rights under, or amend, alter, suspend,

discontinue or terminate any Award theretofore granted and any Award Agreement relating thereto, except as otherwise provided in the

Plan; provided that, without the consent of an affected Participant, no such Committee or the Board action may materially and adversely

affect the rights of such Participant under such Award.

(f) Limitation

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

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

Entity; (ii) interfering in any way with the right of the Company or a Related Entity to terminate any Eligible Person’s or

Participant’s Continuous Service at any time, (iii) giving an Eligible Person or Participant any claim to be granted any Award

under the Plan or to be treated uniformly with other Participants and Employees, or (iv) conferring on a Participant any of the rights

of a shareholder of the Company unless and until the Participant is duly issued or transferred Shares in accordance with the terms of

an Award.

(g) Unfunded

Status of Awards; Creation of Trusts. The Plan is intended to constitute an “unfunded” plan for incentive and deferred

compensation. With respect to any payments not yet made to a Participant or obligation to deliver Shares pursuant to an Award, nothing

contained in the Plan or any Award shall give any such Participant any rights that are greater than those of a general creditor of the

Company; provided that the Committee may authorize the creation of trusts and deposit therein cash, Shares, other Awards or other property,

or make other arrangements to meet the Company’s obligations under the Plan. Such trusts or other arrangements shall be consistent

with the “unfunded” status of the Plan unless the Committee otherwise determines with the consent of each affected Participant.

The trustee of such trusts may be authorized to dispose of trust assets and reinvest the proceeds in alternative investments, subject

to such terms and conditions as the Committee may specify and in accordance with applicable law.

(h) Code

Section 409A. It is intended that any amounts payable under this Plan shall either be exempt from Section 409A of the Code or shall

comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not to subject the Employee

to payment of any other additional tax, penalty or interest imposed under Section 409A of the Code. The provisions of this Plan shall

be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet

preserve (to the nearest extent reasonably possible) the intended benefit payable to the Employee. Notwithstanding the foregoing, the

Company makes no representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible for any

and all applicable taxes on the severance payments provided by the Plan.

(i) Nonexclusivity

of the Plan. Neither the adoption of the Plan by the Board nor its submission to the shareholders of the Company for approval shall

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

as it may deem desirable, subject to applicable law and the rules of any stock exchange or automated quotation system on which the Shares

may then be listed or quoted.

(j) Payments

in the Event of Forfeitures; Fractional Shares. Unless otherwise determined by the Committee, in the event of a forfeiture of an Award

with respect to which a Participant paid cash or other consideration, the Participant shall be repaid the amount of such cash or other

consideration. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether

cash, other Awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any

rights thereto shall be forfeited or otherwise eliminated.

(k) Governing

Law. The validity, construction and effect of the Plan, any rules and regulations under the Plan, and any Award Agreement shall be

determined in accordance with the laws of the State of Delaware without giving effect to principles of conflict of laws, and applicable

federal law.

(l) Non-U.S.

Laws. The Committee shall have the authority to adopt such modifications, procedures, and subplans as may be necessary or desirable to

comply with provisions of the laws of foreign countries in which the Company or its Subsidiaries may operate to assure the viability of

the benefits from Awards granted to Participants performing services in such countries and to meet the objectives of the Plan.

(m) Plan

Effective Date and Shareholder Approval; Termination of Plan. The Plan shall become effective on the Effective Date. No Award may

be exercised or otherwise settled unless and until shareholder approval is obtained by shareholders of the Company eligible to vote in

the election of directors, by a vote sufficient to meet the requirements of Code Section 422, Rule 16b-3 under the Exchange Act (if applicable),

applicable requirements under the rules of the NYSE American or any other stock exchange or automated quotation system on which the Shares

may be listed or quoted, and other laws, regulations, and obligations of the Company applicable to the Plan. Awards may be granted before

the Effective Date subject to shareholder approval, but may not be exercised or otherwise settled unless and until shareholder approval

is obtained. If shareholder approval of the Plan is not obtained the Plan shall not become effective, no Awards shall be granted under

the Plan and the Prior Plan shall remain in effect in accordance with its terms. The Plan shall terminate at the earliest of (a) such

time as no Shares remain available for issuance under the Plan, (b) termination of this Plan by the Board, or (c) the tenth anniversary

of the Effective Date. Awards outstanding upon expiration of the Plan shall remain in effect until they have been exercised or terminated,

or have expired.

(n) Amendment

and Restatement; Prior Plan. This Plan amends and restates the Prior Plan in its entirety as of the Effective Date. From and after

the Effective Date, no new awards shall be granted under the Prior Plan, and all Awards granted on or after the Effective Date shall be

governed by the terms of this Plan. From and after the Effective Date, each award granted under the Prior Plan that is outstanding immediately

prior to the Effective Date shall remain outstanding and shall be deemed an Award under this Plan for purposed of administration, share

counting, adjustments, clawback and recoupment and compliance with applicable law, rule, regulation or securities exchange listing standard;

provided that the terms and conditions of each such award shall continue to be governed by the applicable award agreement and, to the

extent necessary to avoid any material adverse impairment of the holder’s rights, the terms of the Prior Plan as in effect immediately

prior to the Effective Date. In the event of any conflict between this Plan and the applicable award agreement for an award granted under

the Prior Plan, the applicable award agreement shall control, except to the extent the applicable provision of this Plan is required to

comply with applicable law, rule, regulation or securities exchange listing standard or related to Section 7(e). Nothing in this Plan

shall be construed to materially and adversely affect the rights of any holder of an outstanding award under the Prior Plan without such

holder’s consent, except to the extent required by applicable law, rule, regulation or securities exchange listing standard.

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