Form 8-K

8-K — Assertio Holdings, Inc.

Accession: 0001104659-26-057258

Filed: 2026-05-07

Period: 2026-05-05

CIK: 0001808665

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 — tm2611405d23_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2611405d23_ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2611405d23_8k.htm · Sequence: 1

false

0001808665

2026-05-05

iso4217:USD

xbrli:shares

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date

of earliest event reported)

May 5, 2026

ASSERTIO HOLDINGS, INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-39294

85-0598378

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

100

South Saunders Rd., Suite

300,

Lake Forest, IL 60045

(Address of principal executive offices, including

zip code)

(224) 419-7106

(Registrant’s telephone number, including

area code)

Not Applicable

(Former name or former address, if changed

since last report)

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, $0.0001 par value

ASRT

The

Nasdaq Stock Market LLC

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))

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. ¨

Assertio Holdings, Inc. (the “Company”)

held its 2026 Annual Meeting of Stockholders on May 5, 2026 at 11:30 a.m. Central Time (the “Annual Meeting”).

Item 5.02 Departure of Directors or Certain Officers; Election

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

(e) At the Annual Meeting, the

Company’s stockholders approved an amendment and restatement to the Company’s Amended and Restated 2014 Omnibus Incentive

Plan (as so amended, the “2014 Plan”) to increase the number of shares available for issuance thereunder by 400,000 shares.

For additional information regarding

the 2014 Plan, please refer to the heading “Description of the 2014 Plan” contained in Proposal 2 of the Company’s Definitive

Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 6, 2026 (the “Proxy Statement”).

The foregoing description and the summary

contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the

2014 Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

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

At the Annual Meeting, the Company’s

stockholders considered and voted on the following proposals: (i) to elect the six director nominees to hold office until the 2027

Annual Meeting of Stockholders (“Proposal 1”); (ii) to approve an amendment and restatement of the Company’s Amended

and Restated 2014 Omnibus Incentive Plan to increase the number of shares available for issuance thereunder (“Proposal 2”);

(iii) to approve, on an advisory basis, the compensation of the Company’s named executive officers (“Proposal 3”);

and (iv) to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for

the fiscal year ending December 31, 2026 (“Proposal 4”).

A summary of the final voting results for each of the four

matters voted upon by the stockholders at the Annual Meeting is set forth below.

Proposal 1: The stockholders

of the Company elected each of the six director nominees to serve on the board of directors (the “Board”) for a term to expire

at the 2027 Annual Meeting of Stockholders and until their successors are elected and qualified, or until their earlier death, retirement,

resignation or removal. The votes on Proposal 1 were as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

Heather L. Mason

1,760,660

488,116

25,397

1,802,006

Sravan K. Emany

1,757,938

490,430

25,803

1,802,008

Sigurd C. Kirk

1,748,914

499,041

26,216

1,802,008

William T. McKee

1,751,923

496,448

25,801

1,802,007

Mark L. Reisenauer

1,783,789

463,495

26,887

1,802,008

David M. Stark

1,767,339

480,127

26,705

1,802,008

Proposal 2: The stockholders

of the Company approved an amendment and restatement of the Company’s Amended and Restated 2014 Omnibus Incentive Plan to increase

the number of shares available for issuance thereunder. The votes on Proposal 2 were as follows:

Votes For

1,613,296

Votes Against

578,470

Abstentions

82,404

Broker Non-Votes

1,802,009

Proposal 3: The stockholders

of the Company approved, on an advisory basis, the compensation of the Company’s named executive officers. The votes on Proposal

3 were as follows:

Votes For

1,739,652

Votes Against

451,308

Abstentions

83,209

Broker Non-Votes

1,802,010

Proposal 4: The stockholders

of the Company ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for

the fiscal year ending December 31, 2026. The votes on Proposal 4 were as follows:

Votes For

3,577,437

Votes Against

289,020

Abstentions

209,722

Broker Non-Votes

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

10.1

Assertio Holdings, Inc. Amended and Restated 2014 Omnibus Incentive Plan, As Amended

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.

Date: May 7, 2026

ASSERTIO

HOLDINGS, INC.

/s/ Sam Schlessinger

Sam Schlessinger

Executive Vice President, General Counsel

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2611405d23_ex10-1.htm · Sequence: 2

Exhibit 10.1

ASSERTIO HOLDINGS, INC.

AMENDED AND RESTATED

2014 OMNIBUS INCENTIVE PLAN

1.     Plan.     Assertio

Holdings, Inc., a Delaware corporation (the “Company”), originally established the 2014 Omnibus Incentive Plan

(the “Original Plan”), effective as of February 19, 2014 (the “Effective Date”). The Original

Plan was most recently amended and restated in its entirety effective May 5, 2026 in connection with the Company’s 2026 annual

meeting of stockholders (as amended and restated, the “Plan”). This Plan shall continue in effect through May 4,

2029 unless sooner terminated by action of the Board of Directors of the Company.

2.     Objectives.     This

Plan is designed to attract and retain employees and consultants of the Company and its Subsidiaries (as defined herein), to attract and

retain qualified non-employee directors of the Company, to encourage the sense of proprietorship of such employees, consultants and directors

and to stimulate the active interest of such persons in the development and financial success of the Company and its Subsidiaries. These

objectives are to be accomplished by making Awards under this Plan and thereby providing Participants (as defined herein) with a proprietary

interest in the growth and performance of the Company and its Subsidiaries.

3.     Definitions.     As

used herein, the terms set forth below shall have the following respective meanings:

“Affiliate” means an entity

controlling, controlled by, or under common control with, the Company.

“Authorized Officer” means

the Chairman of the Board, the Chief Executive Officer of the Company (or any other senior officer of the Company to whom any of such

individuals shall delegate the authority to execute any Award Agreement).

“Award” means the grant of

any Option, Stock Appreciation Right, Stock Award, or Cash Award, any of which may be structured as a Performance Award, whether granted

singly, in combination or in tandem, to a Participant pursuant to such applicable terms, conditions, and limitations as the Committee

may establish in accordance with the objectives of this Plan.

“Award Agreement” means the

document (in written or electronic form) communicating the terms, conditions and limitations applicable to an Award. The Committee may,

in its discretion, require that the Participant execute such Award Agreement, or may provide for procedures through which Award Agreements

are made effective without execution. Any Participant who is granted an Award and who does not affirmatively reject the applicable Award

Agreement shall be deemed to have accepted the terms of Award as embodied in the Award Agreement.

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

“Cash Award” means an Award denominated in cash.

“Change in Control” means the

occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i)     the consummation

of any merger, consolidation or similar transaction involving the Company (“Merger”), if following such Merger the holders

of the Company’s outstanding voting securities immediately prior to such Merger do not own a majority of the outstanding voting

securities of the surviving corporation in approximately the same proportion as before such Merger (and in such event, excluding the ownership

of any person (or any other person acting in concert with such person) whose ownership percentage increased as a result of such Merger);

(ii)    the consummation

of any sale, lease, exchange, exclusive license or other transfer in one transaction or a series of related transactions of all or substantially

all of the Company’s assets, other than a transfer of the Company’s assets to a majority-owned subsidiary of the Company or

any other entity the majority of whose voting power is held by the shareholders of the Company in approximately the same proportion as

before such transaction;

(iii)   the liquidation or dissolution of the Company;

(iv)   the acquisition by a

person, as defined in Section 3(a)(9) of the Exchange Act, and including a group of persons within the meaning of Section 13(d)(3) of

the Exchange Act, of a majority or more of the Company’s outstanding voting securities (whether directly or indirectly, beneficially

or of record); or

(v)   such other transaction

as may be determined by the Board in good faith to constitute a change in control either (A) of the ownership or effective control

of the voting securities of the Company or (B) of all or substantially all of the assets or the business of the Company.

Ownership of voting securities shall take into

account and shall include ownership as determined by applying Rule 13d-3(d)(1)(i) (or any successor thereto) pursuant to the

Exchange Act. If required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred

if such transaction is not also a “change in the ownership or effective control” of the Company or change in the “ownership

of a substantial portion of the assets” of the Company as determined under U.S. Treasury Regulation Section 1.409A-3(i)(5) (without

regard to any alternative definition thereunder).

“Code” means the Internal Revenue Code of 1986,

as amended.

“Committee” means the Compensation

Committee of the Board, and any successor committee thereto or such other committee of the Board as may be designated by the Board to

administer this Plan in whole or in part including any subcommittee of the Committee or such other committee as designated by the Board.

“Common Stock” means the Common

Stock, par value $0.0001, of the Company.

“Company” means Assertio Holdings, Inc.,

a Delaware corporation, or any successor thereto.

“Consultant” means an individual

providing services to the Company or any of its Subsidiaries, other than an Employee or a Director, and an individual who has agreed to

become a consultant of the Company or any of its Subsidiaries and actually becomes such a consultant following such date of agreement.

“Consultant Award” means the

grant of any Award (other than an Incentive Stock Option), whether granted singly, in combination, or in tandem, to a Participant who

is a Consultant pursuant to such applicable terms, conditions, and limitations established by the Committee.

“Covered Employee” means any

Employee who is or may be a “covered employee,” as defined in Code Section 162(m).

“Director” means an individual

serving as a member of the Board who is not an Employee or a Consultant and an individual who has agreed to become a director of the Company

or any of its Subsidiaries and actually becomes such a director following such date of agreement.

“Director Award” means the

grant of any Award (other than an Incentive Stock Option), whether granted singly, in combination, or in tandem, to a Participant who

is a Director pursuant to such applicable terms, conditions, and limitations established by the Board.

“Disability” means (1) if

the Participant is an Employee, a disability that entitles the Employee to benefits under the Company’s long-term disability plan,

as may be in effect from time to time, as determined by the plan administrator of the long-term disability plan or (2) if the Participant

is a Director or a Consultant, a disability whereby the Director or Consultant is unable to engage in any substantial gainful activity

by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last

for a continuous period of not less than 12 months. Notwithstanding the foregoing, if an Award is subject to Code Section 409A,

the definition of Disability shall conform to the requirements of Treasury Regulation § 1.409A-3(i)(4)(i).

“Dividend Equivalents” means,

in the case of Restricted Stock Units or Performance Units, an amount equal to all dividends and other distributions (or the economic

equivalent thereof) that are payable to shareholders of record during the Restriction Period or performance period, as applicable, on

a like number of shares of Common Stock that are subject to the Award.

“Employee” means an employee

of the Company or any of its Subsidiaries and an individual who has agreed to become an employee of the Company or any of its Subsidiaries

and actually becomes such an employee following such date of agreement.

“Employee Award” means the

grant of any Award, whether granted singly, in combination, or in tandem, to an Employee pursuant to such applicable terms, conditions,

and limitations established by the Committee.

“Exchange Act” means the Securities Exchange Act

of 1934, as amended from time to time.

“Exercise Price” means the

price at which a Participant may exercise his right to receive cash or Common Stock, as applicable, under the terms of an Award.

“Fair Market Value” of a share

of Common Stock means, as of a particular date, (1) if shares of Common Stock are listed on a national securities exchange, the closing

sales price per share of Common Stock on the consolidated transaction reporting system for the principal national securities exchange

on which shares of Common Stock are listed on that date, or, if there shall have been no such sale so reported on that date, on the last

preceding date on which such a sale was so reported, (2) if the Common Stock is not so listed, the average of the closing bid and

asked price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations

shall be available, as reported by an inter- dealer quotation system, (3) if shares of Common Stock are not publicly traded, the

most recent value determined by an independent appraiser appointed by the Committee for such purpose, or (4) if none of the above

are applicable, the Fair Market Value of a share of Common Stock as determined in good faith by the Committee. This definition of “Fair

Market Value” may also be applied to Marketable Securities, in which case this definition shall mean (1) the closing sales

price per share of such Marketable Securities on the consolidated transaction reporting system for the principal national securities exchange

or other established securities exchange on which shares of such Marketable Securities are listed on that date, or, if there shall have

been no such sale as reported on that date, on the last preceding date on which such a sale was so reported, or (2) if the sales

price is not so reported, the average of the closing bid and asked price on that date, or, if there are no quotations available for such

date, on the last preceding date on which such quotations shall be available, as reported by an inter-dealer quotation system.

“Grant Date” means the date an Award is granted

to a Participant pursuant to this Plan.

“Incentive Stock Option” means

an Option that is intended to comply with the requirements set forth in Code Section 422.

“Marketable Securities” means

a class of equity securities actively traded on an established securities exchange.

“Nonqualified Stock Option”

means an Option that is not intended to comply with the requirements set forth in Code Section 422.

“Option” means a right to purchase

a specified number of shares of Common Stock at a specified Exercise Price, which is either an Incentive Stock Option or a Nonqualified

Stock Option.

“Participant” means an Employee,

Consultant or Director to whom an Award has been made under this Plan.

“Performance Award” means an

Award made pursuant to this Plan to a Participant which is subject to the attainment of one or more Performance Goals.

“Performance Goal” means one

or more standards established by the Committee to determine in whole or in part whether a Performance Award shall be earned.

“Performance Unit” means a

unit evidencing the right to receive in specified circumstances one share of Common Stock or equivalent value in cash, the value of which

at the time it is settled is determined as a function of the extent to which established performance criteria have been satisfied.

“Performance Unit Award” means an Award in the form

of Performance Units.

“Prior Plan” means the 2004 Equity Incentive Plan

of Assertio Therapeutics, Inc.

“Qualified Performance Awards” has the meaning set

forth in Section 8(a)(vii)(B).

“Restricted Stock” means a

share of Common Stock that is restricted or subject to forfeiture provisions.

“Restricted Stock Award” means

an Award that results in the issuance of Restricted Stock on the Grant Date.

“Restricted Stock Unit” means

a unit evidencing the right to receive in specified circumstances one share of Common Stock or equivalent value in cash that is restricted

or subject to forfeiture provisions.

“Restricted Stock Unit Award” means an Award in

the form of Restricted Stock Units.

“Restriction Period” means

a period of time beginning as of the date upon which a Restricted Stock Award or Restricted Stock Unit Award is made pursuant to this

Plan and ending as of the date upon which such Award is no longer restricted or subject to forfeiture provisions.

“Stock Appreciation Right”

or “SAR” means a right to receive a payment, in cash or Common Stock, equal to the excess of the Fair Market Value

of a specified number of shares of Common Stock on the date the right is exercised over a specified Exercise Price.

“Stock Award” means an Award

in the form of shares of Common Stock, including a Restricted Stock Award, and a Restricted Stock Unit Award or Performance Unit Award

that may be settled in shares of Common Stock, and excluding Options and SARs.

“Stock-Based Award Limitations” has the meaning

set forth in Section 5.

“Subsidiary” means (1) in

the case of a corporation, any corporation of which the Company directly or indirectly owns shares representing 50% or more of the combined

voting power of the shares of all classes or series of capital stock of such corporation which have the right to vote generally on matters

submitted to a vote of the shareholders of such corporation, and (2) in the case of a partnership or other business entity not organized

as a corporation, any such business entity of which the Company directly or indirectly owns 50% or more of the voting power of such business

entity (whether in the form of partnership interests, membership interests or otherwise) or serves, directly or indirectly as the general

partner (in the case of a limited partnership), the manager (in the case of a limited liability company) or in a comparable role (in the

case of another form of business entity).

4.     Eligibility.

(a)     Employees.     All

Employees are eligible for Employee Awards under this Plan, provided, however, that if the Committee makes an Employee Award

to an individual whom it expects to become an Employee following the Grant Date of such Award, such Award shall be subject to (among other

terms and conditions) the individual actually becoming an Employee.

(b)     Consultants.     All

Consultants are eligible for Consultant Awards under this Plan, provided, however, that if the Committee makes a Consultant

Award to an individual whom it expects to become a Consultant following the Grant Date of such Award, such Award shall be subject to (among

other terms and conditions) the individual actually becoming a Consultant.

Directors are eligible for Director Awards under this Plan, provided, however, that if the Board makes a Director Award to

an individual who expects to become a Director following the Grant Date of such Award, such Award shall be subject to (among other terms

and conditions) the individual actually becoming a Director.

The Committee (or the Board, in the case of Director

Awards) shall determine the type or types of Awards to be made under this Plan and shall designate from time to time the Employees, Consultants

or Directors who are to be granted Awards under this Plan.

5.     Common

Stock Available for Awards.     Subject to the provisions of Section 15 hereof, there

shall be available for Awards under this Plan granted wholly or partly in Common Stock (including rights or Options that may be

exercised for or settled in Common Stock) an aggregate of 2,271,167 shares of Common Stock (the “Maximum Share

Limit”), all of which shall be available for Incentive Stock Options. Each Stock Award granted under this Plan shall be

counted against the Maximum Share Limit as 1.11 shares of Common Stock; each Option and SAR shall be counted against the Maximum

Share Limit as 1 share of Common Stock.

Awards settled in cash shall not reduce the Maximum

Share Limit under the Plan. If an Award expires or is terminated, cancelled or forfeited, the shares of Common Stock associated with the

expired, terminated, cancelled or forfeited Award shall again be available for Awards under the Plan, and the Maximum Share Limit shall

be increased by the same amount as such shares were counted against the Maximum Share Limit (i.e., increased by 1.11 shares of

Common Stock, if a Stock Award, and 1 share of Common Stock, if an Option or SAR). Shares of Common Stock that are tendered by a Participant

or withheld as full or partial payment of minimum withholding taxes related to the vesting or settlement of an Award other than Options

or SARs shall become available again for Awards under the Plan. The following shares of Common Stock shall not become available again

for Awards under the Plan:

(i)     Shares of

Common Stock that are tendered by a Participant or withheld (1) as full or partial payment of minimum withholding taxes related to

the exercise or settlement of Options or SARs, (2) as payment for the Exercise Price of an Option or SAR or (3) in connection

with the settlement of an SAR;

(ii)     Shares

of Common Stock repurchased on the open market with the proceeds of an Exercise Price of an Option or SAR; and

(iii)     Shares

of Common Stock reserved for issuance upon grant of an SAR, to the extent the number of reserved shares of Common Stock exceeds the number

of shares of Common Stock actually issued upon exercise or settlement of such SAR.

The foregoing notwithstanding, subject to applicable

stock exchange listing requirements, the Maximum Share Limit shall not be reduced by (x) shares of Common Stock issued under Awards

granted in assumption, substitution or exchange for previously granted awards of a company acquired by the Company and (y) available

shares under a shareholder approved plan of an acquired company (as appropriately adjusted to reflect the transaction) and such shares

shall be available for Awards under the Plan.

The Board and the appropriate officers of the

Company shall from time to time take whatever actions are necessary to file any required documents with governmental authorities, stock

exchanges and transaction reporting systems to ensure that shares of Common Stock are available for issuance pursuant to Awards.

Notwithstanding anything to the contrary contained

in this Plan, the following limitations shall apply to any Awards made hereunder:

(a)     No Employee

may be granted during any calendar year Awards consisting of Options or SARs that are exercisable for more than 133,333 shares of Common

Stock;

(b)     No Employee

may be granted during any calendar year Qualified Performance Awards that are Stock Awards covering or relating to more than 133,333 shares

of Common Stock (the limitation set forth in this clause (b), together with the limitation set forth in clause (a) above, being hereinafter

collectively referred to as the “Stock-Based Award Limitations”); and

may be granted during any calendar year Qualified Performance Awards that are (1) Cash Awards or (2) Restricted Stock Unit Awards

or Performance Unit Awards that may be settled solely in cash having a value determined on the Grant Date in excess of $5,000,000.

Shares delivered by the Company in settlement

of Awards may be authorized and unissued shares of Common Stock, shares of Common Stock held in the treasury of the Company, shares of

Common Stock purchased on the open market or by private purchase or any combination of the foregoing.

6.     Administration.

(a)     Authority

of the Committee.     Except as otherwise provided in this Plan with respect to actions or

determinations by the Board, this Plan shall be administered by the Committee; provided, however, that (i) any and

all members of the Committee shall satisfy any independence requirements prescribed by any stock exchange on which the Company lists

its Common Stock; (ii) Awards may be granted to individuals who are subject to Section 16(b) of the Exchange Act only

if the Committee is comprised solely of two or more “Non-Employee Directors” as defined in Securities and Exchange

Commission Rule 16b-3 (as amended from time to time, and any successor rule, regulation or statute fulfilling the same or

similar function); and (iii) any Award intended to qualify for the “performance- based compensation” exception

under Code Section 162(m) shall be granted only if the Committee is comprised solely of two or more “outside

directors” within the meaning of Code Section l62(m) and regulations pursuant thereto. Subject to the provisions

hereof, the Committee shall have full and exclusive power and authority to administer this Plan and to take all actions that are

specifically contemplated hereby or are necessary or appropriate in connection with the administration hereof. The Committee shall

also have full and exclusive power to interpret this Plan and to adopt such rules, regulations and guidelines for carrying out this

Plan as it may deem necessary or proper, all of which powers shall be exercised in the best interests of the Company and in keeping

with the objectives of this Plan. Subject to Section 6(c) hereof, the Committee may, in its discretion, (x) provide

for the extension of the exercisability of an Award, or (y) in the event of death, Disability, retirement or Change in Control,

accelerate the vesting or exercisability of an Award, eliminate or make less restrictive any restrictions contained in an Award,

waive any restriction or other provision of this Plan or an Award or otherwise amend or modify an Award in any manner that is, in

either case, (1) not materially adverse to the Participant to whom such Award was granted, (2) consented to by such

Participant or (3) authorized by Section 15(c) hereof; provided, however, that except as expressly

provided in Section 8(a)(i) or 8(a)(ii) hereof, no such action shall permit the term of any Option or SAR to be

greater than 10 years from its Grant Date. The Committee may correct any defect or supply any omission or reconcile any

inconsistency in this Plan or in any Award Agreement in the manner and to the extent the Committee deems necessary or desirable to

further this Plan’s purposes. Any decision of the Committee in the interpretation and administration of this Plan shall lie

within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned. The Board shall have

the same powers as the Committee with respect to Director Awards.

(b)     Indemnity.     No

member of the Board or the Committee or officer of the Company to whom the Committee has delegated authority in accordance with the provisions

of Section 7 of this Plan shall be liable for anything done or omitted to be done by him, by any member of the Board or the Committee

or by any officer of the Company in connection with the performance of any duties under this Plan, except for his own willful misconduct

or as expressly provided by statute.

on Repricing of Awards.     Subject to the provisions of Section 15 hereof, the terms of outstanding

Award Agreements may not be amended without the approval of the Company’s shareholders so as to (i) reduce the Exercise Price

of any outstanding Options or SARs or (ii) cancel any outstanding Options or SARs in exchange for cash or other Awards (including

substitutions and cash buyouts), or Options or SARs with an Exercise Price that is less than the Exercise Price of the original Options

or SARs.

(d)     Minimum

Vesting Provisions.     Notwithstanding anything herein to the contrary, Awards granted under the Plan

may not become exercisable, vest or be settled, in whole or in part, prior to the one- year anniversary of the date of grant, except that

(i) the Committee (or the Board, as applicable) may provide that Awards become exercisable, vest or settle prior to such date in

the event of the Participant’s death or disability or in the event of a Change in Control and (ii) a Director Award may vest

on the earlier of the one-year anniversary of the date of grant and the next annual meeting of stockholders which is at least 50 weeks

after the immediately preceding year’s annual meeting. Notwithstanding the foregoing, up to 5% of the aggregate number of shares

of Common Stock subject to the Maximum Share Limit may be issued pursuant to Awards subject to any, or no, vesting conditions, as the

Committee (or the Board) determines appropriate.

7.     Delegation

of Authority.     The Committee may delegate any of its authority to grant Awards to Employees who

are not subject to Section 16(b) of the Exchange Act and Consultants, subject to Section 6(a) above, to the Board

or to any other committee of the Board, provided such delegation is made in writing and specifically sets forth such delegated authority.

The Committee may also delegate to an Authorized Officer authority to execute on behalf of the Company any Award Agreement. The Committee

and the Board, as applicable, may engage or authorize the engagement of a third party administrator to carry out administrative functions

under this Plan. Any such delegation hereunder shall only be made to the extent permitted by applicable law.

8.     Employee Awards.

(a)     Committee

shall determine the type or types of Employee Awards to be made under this Plan and shall designate from time to time the Employees

who are to be the recipients of such Awards. Each Award shall be embodied in an Award Agreement, which shall contain such terms,

conditions and limitations as shall be determined by the Committee, in its sole discretion, and, if required by the Committee, shall

be signed by the Participant to whom the Award is granted and by an Authorized Officer for and on behalf of the Company. Awards may

consist of those listed in this Section 8(a) hereof and may be granted singly, in combination or in tandem. Awards may

also be made in combination or in tandem with, in replacement of, or as alternatives to, grants or rights under this Plan or any

other plan of the Company or any of its Subsidiaries, including the plan of any acquired entity; provided, however,

that, except as contemplated in Section 15 hereof, no Option or SAR may be issued in exchange for the cancellation of an Option

or SAR with a higher Exercise Price nor may the Exercise Price of any Option or SAR be reduced. All or part of an Award may be

subject to conditions established by the Committee. Upon the termination of employment by a Participant who is an Employee, any

unexercised, unvested or unpaid Awards shall be treated as set forth in the applicable Award Agreement or in any other written

agreement the Company has entered into with the Participant.

(i)     Options.     An

Employee Award may be in the form of an Option. An Option awarded pursuant to this Plan may consist of either an Incentive Stock Option

or a Nonqualified Stock Option. The price at which shares of Common Stock may be purchased upon the exercise of an Option shall be not

less than the Fair Market Value of the Common Stock on the Grant Date, subject to adjustment as provided in Section 15 hereof. The

term of an Option shall not exceed 10 years from the Grant Date; provided, however, if the term of a Nonqualified Option

(but not an Incentive Option) expires when trading in the Common Stock is prohibited by law or the Company’s insider trading policy,

then the term of such Nonqualified Option shall expire on the 30th day after the expiration of such prohibition. Subject to the foregoing

provisions, the terms, conditions and limitations applicable to any Option, including, but not limited to, the term of any Option and

the date or dates upon which the Option becomes vested and exercisable, shall be determined by the Committee.

(ii)    Stock Appreciation

Rights.     An Employee Award may be in the form of an SAR. The Exercise Price for an SAR shall not

be less than the Fair Market Value of the Common Stock on the Grant Date, subject to adjustment as provided in Section 15 hereof.

The holder of a tandem SAR may elect to exercise either the Option or the SAR, but not both. The exercise period for an SAR shall extend

no more than 10 years after the Grant Date; provided, however, if the term of an SAR expires when trading in the Common

Stock is prohibited by law or the Company’s insider trading policy, then the term of such SAR shall expire on the 30th day after

the expiration of such prohibition. Subject to the foregoing provisions, the terms, conditions, and limitations applicable to any SAR,

including, but not limited to, the term of any SAR and the date or dates upon which the SAR becomes vested and exercisable, shall be determined

by the Committee.

(iii)   Stock Awards.     An

Employee Award may be in the form of a Stock Award. The terms, conditions and limitations applicable to any Stock Award, including, but

not limited to, vesting or other restrictions, shall be determined by the Committee, and subject to the minimum Restriction Period and

performance period requirements and any other applicable requirements described in this Section 8(a) hereof.

(iv)  Restricted Stock Unit Awards.     An

Employee Award may be in the form of a Restricted Stock Unit Award. The terms, conditions and limitations applicable to a Restricted Stock

Unit Award, including, but not limited to, the Restriction Period, shall be determined by the Committee. Subject to the terms of this

Plan, the Committee, in its sole discretion, may settle Restricted Stock Units in the form of cash or in shares of Common Stock (or in

a combination thereof) equal to the value of the vested Restricted Stock Units. Unless otherwise specified by the Committee with respect

to a specific Award, Restricted Stock Unit awards shall be settled in shares of Common Stock.

(v)   Performance Unit Awards.     An

Employee Award may be in the form of a Performance Unit Award. Each Performance Unit shall have an initial value that is established by

the Committee on the Grant Date. Subject to the terms of this Plan, after the applicable performance period has ended, the Participant

shall be entitled to receive settlement of the value and number of Performance Units earned by the Participant over the performance period,

to be determined as a function of the extent to which the corresponding performance goals have been achieved. Settlement of earned Performance

Units shall be as determined by the Committee and as evidenced in an Award Agreement. Subject to the terms of this Plan, the Committee,

in its sole discretion, may settle earned Performance Units in the form of cash or in shares of Common Stock (or in a combination thereof)

equal to the value of the earned Performance Units as soon as practicable after the end of the performance period and following the Committee’s

determination of actual performance against the performance measures and related goals established by the Committee.

(vi)  Cash Awards.     An

Employee Award may be in the form of a Cash Award. The terms, conditions and limitations applicable to a Cash Award, including, but not

limited to, vesting or other restrictions, shall be determined by the Committee.

(vii)  Performance Awards.     Without

limiting the type or number of Awards that may be made under the other provisions of this Plan, an Employee Award may be in the form of

a Performance Award. The terms, conditions and limitations applicable to an Award that is a Performance Award shall be determined by the

Committee. The Committee shall set Performance Goals in its discretion which, depending on the extent to which they are met, will determine

the value and/or amount of Performance Awards that will be paid out to the Participant and/or the portion of an Award that may be exercised.

(A)     Nonqualified

Performance Awards.     Performance Awards granted to Employees that are not intended to qualify as

qualified performance-based compensation under Code Section 162(m) shall be based on achievement of such Performance Goals and

be subject to such terms, conditions and restrictions as the Committee or its delegate shall determine.

(B)     Qualified

Performance Awards.     Performance Awards granted to Employees under this Plan that are intended to

qualify as qualified performance-based compensation under Code Section 162(m) shall be paid, vested or otherwise deliverable

solely on account of the attainment of one or more pre-established, objective Performance Goals established by the Committee prior to

the earlier to occur of (1) 90 days after the commencement of the period of service to which the Performance Goal relates and

(2) the lapse of 25% of the period of service (as scheduled in good faith at the time the goal is established), and in any event

while the outcome is substantially uncertain. A Performance Goal is objective if a third party having knowledge of the relevant facts

could determine whether the goal is met. One or more of such goals may apply to the Employee, one or more business units, divisions

or sectors of the Company, or the Company as a whole, and if so desired by the Committee, by comparison with a peer group of companies.

A Performance Goal shall include one or more of the following: (1) earnings per share; (2) net order dollars; (3) increase

in cash flow; (4) increase in cash flow from operations; (5) increase in cash flow return; (6) return on net assets; (7) return

on assets; (8) return on investment; (9) return on capital; (10) return on equity; (11) economic value added; (12) operating

margin; (13) net profit dollars; (14) net income; (15) net income per share; (16) pretax earnings; (17) pretax earnings before interest,

depreciation and amortization, or EBITDA; (18) pretax operating earnings after interest expense and before incentives, service fees, and

extraordinary or special items; (19) total shareholder return; (20) debt reduction; (21) net profit growth; (22) operating income; (23)

internal rate of return; (24) safety; (25) net revenue dollars; (26) capital efficiency; (27) revenue growth (including revenue growth

by product); (28) growth in product sales (including as measured by prescriptions for one or more pharmaceutical products); and (29) any

of the above goals determined on an absolute or relative basis or as compared to the performance of a published or special index deemed

applicable by the Committee including, but not limited to, the Russell 3000 Stock Index or a group of comparable companies.

Unless otherwise stated, such a Performance

Goal need not be based upon an increase or positive result under a particular business criterion and could include, for example,

maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific business criteria). In

interpreting Plan provisions applicable to Qualified Performance Awards, it is the intent of this Plan to conform with the standards

of Code Section 162(m) and Treasury Regulation § 1.162-27(e)(2)(i), as to grants to Covered Employees and the

Committee in establishing such goals and interpreting this Plan shall be guided by such provisions. Prior to the payment of any

compensation based on the achievement of Performance Goals applicable to Qualified Performance Awards, the Committee must certify in

writing that applicable Performance Goals and any of the material terms thereof were, in fact, satisfied. For this purpose, approved

minutes of the Committee meeting in which the certification is made shall be treated as such written certification. Subject to the

foregoing provisions, the terms, conditions and limitations applicable to any Qualified Performance Awards made pursuant to this

Plan shall be determined by the Committee. The Committee may provide in any such Performance Award that any evaluation of

performance may include or exclude any of the following events that occurs during a Performance Period: (a) asset write-downs,

(b) litigation or claim judgments or settlements, (c) the effect of changes in tax laws, accounting principles, or other

laws or provisions affecting reported results, (d) any reorganization and restructuring programs, (e) unusual or

nonrecurring items as described in Accounting Standards Codification (ASC) No. 225 (or any successor thereto) and/or in

management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual

report to shareholders for the applicable year, (f) acquisitions or divestitures, (g) foreign exchange gains and losses

and (h) settlement of hedging activities.

of Performance Awards.     Awards that are intended to be Qualified Performance Awards may not be adjusted

upward. The Committee may retain the discretion to adjust such Performance Awards downward, either on a formula or discretionary basis

or any combination, as the Committee determines.

9.     Consultant and Director

Awards.

(a)     Consultant

Awards.     The Committee has the sole authority to grant Consultant Awards from time to time in accordance

with this Section 9(a). Consultant Awards may consist of the forms of Award described in Section 8, with the exception of Incentive

Stock Options, may be granted singly, in combination, or in tandem and shall be granted subject to such terms and conditions as specified

in Section 8. Each Consultant Award shall be embodied in an Award Agreement, which shall contain such terms, conditions, and limitations

as shall be determined by the Committee, in its sole discretion.

(b)     Director

Awards.     The Board has the sole authority to grant Director Awards from time to time in accordance

with this Section 9(b). Director Awards may consist of the forms of Award described in Section 8, with the exception of Incentive

Stock Options, may be granted singly, in combination, or in tandem and shall be granted subject to such terms and conditions as specified

in Section 8. Each Director Award may, in the discretion of the Board, be embodied in an Award Agreement, which shall contain such

terms, conditions, and limitations as shall be determined by the Board, in its sole discretion. Notwithstanding anything herein to the

contrary, the aggregate number of shares of Common Stock subject to Director Awards granted under this Plan during any calendar year to

any one Director shall not exceed that number of shares having a Fair Market Value on the date of grant equal to $600,000.

10.    Award Payment; Dividends and Dividend

Equivalents.

(a)     General.     Payment

of Awards may be made in the form of cash or Common Stock, or a combination thereof, and may include such restrictions as the Committee

(or the Board, in the case of Director Awards) shall determine, including, but not limited to, in the case of Common Stock, restrictions

on transfer and forfeiture provisions. For a Restricted Stock Award, the certificates evidencing the shares of such Restricted Stock (to

the extent that such shares are so evidenced) shall contain appropriate legends and restrictions that describe the terms and conditions

of the restrictions applicable thereto. For a Restricted Stock Unit Award that may be settled in shares of Common Stock, the shares of

Common Stock that may be issued at the end of the Restriction Period shall be evidenced by book entry registration or in such other manner

as the Committee may determine.

(b)     Dividends

and Dividend Equivalents.     Rights to (1) dividends will be extended to and made part of any

Restricted Stock Award and (2) Dividend Equivalents may be extended to and made part of any Restricted Stock Unit Award and Performance

Unit Award, subject in each case to such terms, conditions and restrictions as the Committee may establish; provided, however,

that no such dividends or Dividend Equivalents shall be paid with respect to unvested Stock Awards, including Stock Awards subject to

Performance Goals. Dividends or Dividend Equivalents paid with respect to unvested Stock Awards may, in the discretion of the Committee,

be accumulated and paid to the Participant at the time that such Stock Award vests. Dividends and/or Dividend Equivalents shall not be

made part of any Options or SARs.

11.   Option

Exercise.     The Exercise Price shall be paid in full at the time of exercise in cash or, if

permitted by the Committee and elected by the Participant, the Participant may purchase such shares by means of the Company

withholding shares of Common Stock otherwise deliverable on exercise of the Award or tendering Common Stock valued at Fair Market

Value on the date of exercise, or any combination thereof. The Committee, in its sole discretion, shall determine acceptable methods

for Participants to tender Common Stock or other Awards. The Committee may provide for procedures to permit the exercise or purchase

of such Awards by use of the proceeds to be received from the sale of Common Stock issuable pursuant to an Award, and for the

avoidance of doubt, so long as the shares of Common Stock are publicly traded and unless the Committee specifically determines

otherwise, an Option may be exercised using consideration received by the Company under a procedure under which a licensed

broker-dealer advances funds on behalf of a Participant or sells shares of Common Stock on behalf of a Participant (a

“Cashless Exercise Procedure”), provided, however, that no officer or director may participate in

that Cashless Exercise Procedure to the extent prohibited by applicable law. The Committee may adopt additional rules and

procedures regarding the exercise of Options from time to time, provided that such rules and procedures are not inconsistent

with the provisions of this Section 11.

12.   Taxes.     The

Company shall have the right to deduct applicable taxes from any Award payment and withhold, at the time of delivery or vesting of cash

or shares of Common Stock under this Plan, an appropriate amount of cash or number of shares of Common Stock or a combination thereof

for payment of required withholding taxes or to take such other action as may be necessary in the opinion of the Company to satisfy all

obligations for withholding of such taxes including a requirement that a Participant pay in cash an amount sufficient to satisfy any required

withholding amount; provided, however, that in the event in the Committee’s sole discretion share withholding is permitted,

the number of shares of Common Stock withheld for payment of required withholding taxes must equal no more than the required minimum withholding

taxes. The Committee may also permit withholding to be satisfied by the transfer to the Company of shares of Common Stock theretofore

owned by the holder of the Award with respect to which withholding is required. If shares of Common Stock are used to satisfy tax withholding,

such shares shall be valued based on the Fair Market Value when the tax withholding is required to be made.

13.   Amendment, Modification,

Suspension or Termination.     The Board may amend, modify, suspend or terminate this Plan (and

the Committee may amend an Award Agreement) for the purpose of meeting or addressing any changes in legal requirements or for any other

purpose permitted by law, except that (1) no amendment or alteration that would materially adversely affect the rights of any Participant

under any Award previously granted to such Participant shall be made without the consent of such Participant and (2) no amendment

or alteration shall be effective prior to its approval by the shareholders of the Company to the extent shareholder approval is otherwise

required by applicable legal requirements or the requirements of the securities exchange on which the Company’s stock is listed,

including any amendment that expands the types of Awards available under this Plan, materially increases the number of shares of Common

Stock available for Awards under this Plan, materially expands the classes of persons eligible for Awards under this Plan, materially

extends the term of this Plan, materially changes the method of determining the Exercise Price of Options, or deletes or limits any provisions

of this Plan that prohibit the repricing of Options or SARs.

14.   Assignability.     Unless

otherwise determined by the Committee (or the Board in the case of Director Awards) or expressly provided for in an Award Agreement, no

Award or any other benefit under this Plan shall be assignable or otherwise transferable except (1) by will or the laws of descent

and distribution or (2) pursuant to a domestic relations order issued by a court of competent jurisdiction that is not contrary to

the terms and conditions of this Plan or applicable Award and in a form acceptable to the Committee. The Committee may prescribe and include

in applicable Award Agreements other restrictions on transfer. Any attempted assignment of an Award or any other benefit under this Plan

in violation of this Section 14 shall be null and void. Notwithstanding the foregoing, no Award may be transferred for value or consideration.

15.   Adjustments.

(a)     The existence

of outstanding Awards shall not affect in any manner the right or power of the Company or its shareholders to make or authorize any or

all adjustments, recapitalizations, reorganizations or other changes in the capital stock of the Company or its business or any merger

or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock (whether or not such issue is

prior to, on a parity with or junior to the Common Stock) or the dissolution or liquidation of the Company, or any sale or transfer of

all or any part of its assets or business, or any other corporate act or proceeding of any kind, whether or not of a character similar

to that of the acts or proceedings enumerated above.

(b)     In the

event of any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to

any outstanding Award without receipt of consideration by the Company through merger, reorganization, recapitalization,

reincorporation, combination, exchange of shares, change in corporate structure, subdivision, consolidation or other similar equity

restructuring transaction (as that term is used in ASC Topic 718 (or any successor thereto)) affecting outstanding shares of Common

Stock, declaration of a dividend payable in shares of Common Stock, dividend in property other than cash, large non-recurring cash

dividend, liquidating dividend, stock split or reverse stock split, then (1) the number of shares of Common Stock reserved

under this Plan, (2) the number of shares of Common Stock covered by outstanding Awards in the form of Common Stock

or units denominated in Common Stock, (3) the Exercise Price or other price in respect of such Awards, (4) the

Stock-Based Award Limitations, and (5) the appropriate Fair Market Value and other price determinations for such Awards shall

each be proportionately adjusted by the Committee as appropriate to reflect such transaction. Notwithstanding the foregoing, the

conversion of any convertible securities of the Company will not be treated as a transaction falling within the scope of this

Section 15(b).

of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization, liquidation, dissolution, or other

transaction or series of related transactions having a result similar to any of the above, including but not limited to a transaction

or series of related transactions that constitutes a Change in Control, the Committee may make such adjustments to Awards or other provisions

for the disposition of Awards as it in good faith deems equitable, and shall be authorized, in its discretion, (1) to provide for

the assumption or continuation of an Award covering, or the substitution of a new Award with, Marketable Securities or other arrangement

(which, if applicable, may be exercisable for such Marketable Securities as the Committee determines) for an Award or the assumption or

substitution of the Award, regardless of whether in a transaction to which Code Section 424(a) applies, so long as such Marketable

Securities have a value equal to the Fair Market Value of the securities underlying such Award (less any exercise price, if applicable),

(2) to provide, prior to the transaction, for the acceleration of the vesting and exercisability of, or lapse of restrictions with

respect to, the Award and, if the transaction is a cash merger, provide for the termination of any portion of the Award that remains unexercised

at the time of such transaction, or (3) to cancel an Award and to deliver to the Participant cash in an amount that the Committee

shall determine in its sole discretion is equal to the Fair Market Value of such Award on the date of such event, which in the case of

an Option or Stock Appreciation Right shall be the excess (if any) of the Fair Market Value of Common Stock on such date over the Exercise

Price of such Award. In the absence of an affirmative determination by the Committee, each outstanding Award, including each Performance

Award, will be assumed or substituted for Marketable Securities by such successor corporation or a parent or subsidiary of such successor

corporation (the “Successor Corporation”), unless the Successor Corporation does not agree to assume or substitute

the Award for Marketable Securities, in which case the vesting of such Award shall accelerate in its entirety (and, if applicable, the

time at which the Award may be exercised) to a date prior to the effective time of the Change in Control as the Committee will determine

(or, if the Committee will not determine such a date, to the date that is five days prior to the effective time of the Change in Control),

with such Award terminating if not exercised (if applicable) at or prior to the effective time of the Change in Control, and with such

exercise reversed if the Change in Control does not become effective. The Committee shall not have any obligation to treat all Awards

in the same manner, including Awards of the same type held by similarly situated Participants.

(d)     With respect

to any Award held by a Director at the time of a Change in Control, such Award shall automatically accelerate and become fully vested

immediately prior to the effective time of such transaction(s).

(e)     No adjustment

or substitution pursuant to this Section 15 shall be made in a manner that results in noncompliance with the requirements of Code

Section 409A, to the extent applicable.

16.   Restrictions.     No

Common Stock or other form of payment shall be issued with respect to any Award unless the Company shall be satisfied based on the advice

of its counsel that such issuance will be in compliance with applicable federal and state securities laws. Certificates evidencing shares

of Common Stock delivered under this Plan (to the extent that such shares are so evidenced) may be subject to such stop transfer orders

and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange

Commission, any securities exchange or transaction reporting system upon which the Common Stock is then listed or to which it is admitted

for quotation and any applicable federal or state securities law. The Committee may cause a legend or legends to be placed upon such certificates

(if any) to make appropriate reference to such restrictions.

17.   Unfunded Plan.     This

Plan is unfunded. Although bookkeeping accounts may be established with respect to Participants who are entitled to cash, Common Stock

or rights thereto under this Plan, any such accounts shall be used merely as a bookkeeping convenience. The Company shall not be required

to segregate any assets that may at any time be represented by cash, Common Stock or rights thereto, nor shall this Plan be construed

as providing for such segregation, nor shall the Company, the Board or the Committee be deemed to be a trustee of any cash, Common Stock

or rights thereto to be granted under this Plan. Any liability or obligation of the Company to any Participant with respect to an Award

of cash, Common Stock or rights thereto under this Plan shall be based solely upon any contractual obligations that may be created by

this Plan and any Award Agreement, and no such liability or obligation of the Company shall be deemed to be secured by any pledge or other

encumbrance on any property of the Company. None of the Company, the Board or the Committee shall be required to give any security or

bond for the performance of any obligation that may be created by this Plan. With respect to this Plan and any Awards granted hereunder,

Participants are general and unsecured creditors of the Company and have no rights or claims except as otherwise provided in this Plan

or any applicable Award Agreement.

18.   Code Section 409A.

(a)     Awards made

under this Plan are intended to comply with or be exempt from Code Section 409A, and ambiguous provisions hereof, if any, shall be

construed and interpreted in a manner consistent with such intent. No payment, benefit or consideration shall be substituted for an Award

if such action would result in the imposition of taxes under Code Section 409A. Notwithstanding anything in this Plan to the contrary,

if any Plan provision or Award under this Plan would result in the imposition of an additional tax under Code Section 409A, that

Plan provision or Award shall be reformed, to the extent permissible under Code Section 409A, to avoid imposition of the additional

tax, and no such action shall be deemed to adversely affect the Participant’s rights to an Award.

(b)     Unless the

Committee provides otherwise in an Award Agreement, each Restricted Stock Unit Award, Performance Unit Award or Cash Award (or portion

thereof if the Award is subject to a vesting schedule) shall be settled no later than the 15th day of the third month after the end of

the first calendar year in which the Award (or such portion thereof) is no longer subject to a “substantial risk of forfeiture”

within the meaning of Code Section 409A. If the Committee determines that a Restricted Stock Unit Award, Performance Unit Award or

Cash Award is intended to be subject to Code Section 409A, the applicable Award Agreement shall include terms that are designed to

satisfy the requirements of Code Section 409A.1

is identified by the Company as a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) on the

date on which the Participant has a “separation from service” (other than due to death) within the meaning of Treasury Regulation

§ 1.409A-1(h), any Award payable or settled on account of a separation from service that is deferred compensation subject to

Code Section 409A shall be paid or settled on the earliest of (1) the first business day following the expiration of six months

from the Participant’s separation from service, (2) the date of the Participant’s death, or (3) such earlier date

as complies with the requirements of Code Section 409A.

19.   Awards to Foreign

Nationals and Employees Outside the United States.     The Committee may, without amending this

Plan, (1) establish special rules applicable to Awards granted to Participants who are foreign nationals, are employed or otherwise

providing services outside the United States, or both, including rules that differ from those set forth in this Plan, and (2) grant

Awards to such Participants in accordance with those rules.

20.   Governing Law.     This

Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by mandatory provisions of the

Code or the securities laws of the United States, shall be governed by and construed in accordance with the laws of the State of Delaware,

without regard to that state’s conflict of laws rules.

21.   Right to Continued

Service or Employment.     Nothing in this Plan or an Award Agreement shall interfere with or limit

in any way the right of the Company or any of its Subsidiaries to terminate any Participant’s employment or other service relationship

with the Company or its Subsidiaries at any time, nor confer upon any Participant any right to continue in the capacity in which he is

employed or otherwise serves the Company or its Subsidiaries.

22.   Clawback Right.     Notwithstanding

any other provisions in this Plan, any Award shall be subject to recovery or clawback by the Company under any clawback policy adopted

by the Company whether before or after the date of grant of the Award.

23.   Usage.     Words

used in this Plan in the singular shall include the plural and in the plural the singular, and the gender of words used shall be construed

to include whichever may be appropriate under any particular circumstances of the masculine, feminine or neuter genders.

24.   Headings.     The

headings in this Plan are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Plan.

25.   Effectiveness.     The

Original Plan, as approved by the Board on February 19, 2014, became effective as of the Effective Date. This Plan, as amended and

restated herein, shall continue in effect through May 4, 2029, unless earlier terminated by action of the Board. The shareholders

of the Company approved the Original Plan on May 20, 2014. As of the date of shareholder approval of the Original Plan, no further

awards shall be made under the Prior Plan, provided, however, that any and all outstanding awards granted under the Prior

Plan shall continue to be outstanding and shall be subject to the terms of the Prior Plan as are in effect as of the Effective Date.

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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Address Line 2 such as Street or Suite number

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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- Definition

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

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

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

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No definition available.

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

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No definition available.

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- Definition

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

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Local phone number for entity.

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

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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Data Type:

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

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

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

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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