Appendix A
DEJOUR ENTERPRISES
LTD.
2009 U.S. STOCK
INCENTIVE PLAN (“Sub-plan”)
(As Amended
on JANUARY 6, 2012)
Section 1. Purpose.
This Sub-Plan is
an appendix to and is part of the Canadian Plan. Any option granted under this Plan is also subject to the terms and
conditions of the Canadian Plan. Unless otherwise explicitly provided in this Sub-Plan or an applicable Award Agreement,
where there is a conflict between the terms and conditions of this Sub-Plan and the terms and conditions of the Canadian
Plan, the terms and conditions of the Canadian Plan shall govern.
The purpose of this Sub-Plan
is to promote the interests of Dejour Enterprises Ltd. (the “Company”) and its stockholders by aiding the Company in
attracting and retaining employees, officers, consultants, independent contractors, advisors and non-employee Directors capable
of assuring the future success of the Company, to offer such persons incentives to put forth maximum efforts for the success of
the Company’s business and to compensate such persons through various stock-based arrangements and provide them with opportunities
for stock ownership in the Company, thereby aligning the interests of such persons with the Company’s stockholders.
Section 2. Definitions.
As used in the Sub-Plan,
the following terms shall have the meanings set forth below:
(a) “Administrator”
shall mean the Board or such director or other senior officer or employee of the Company or its Affiliate, as may be designated
as Administrator by the Board or Committee from time to time.
(b) “Affiliate”
shall mean (i) any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company and (ii)
any entity in which the Company has a significant equity interest, in each case as determined by the Committee.
(c) “Award”
shall mean any Option granted under the Sub-Plan.
(d) “Award
Agreement” shall mean any written agreement, contract or other instrument or document evidencing an Award granted under the
Sub-Plan. An Award Agreement may be in an electronic medium and need not be signed by a representative of the Company or the Participant.
Each Award Agreement shall be subject to the applicable terms and conditions of the Canadian Plan, the Sub-Plan and any other terms
and conditions (not inconsistent with the Canadian Plan and the Sub-Plan) determined by the Committee.
(e) “Board”
shall mean the Board of Directors of the Company.
(f) “Canadian
Plan” shall mean the Dejour Enterprises Ltd. Stock Option Plan as adopted by the Board on November 3, 2009, as it may be
amended from time to time.
(g) “Change
in Control” shall have the meaning ascribed to such term in an Award Agreement, or any other applicable employment, severance
or change in control agreement between the Participant and the Company.
(h) “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.
(i) “Committee”
shall mean the Compensation Committee of the Board or any successor committee of the Board designated by the Board to administer
the Sub-Plan. If the Company does not have a Compensation Committee, it will mean the majority of the independent directors. The
Committee shall be comprised of not less than such number of Directors as shall be required to permit Awards granted under the
Sub-Plan to qualify under Rule 16b-3, and each member of the Committee shall be a “Non-Employee Director” within the
meaning of Rule 16b-3 and an “outside director” within the meaning of Section 162(m). The Company expects to have
the Sub-Plan administered in accordance with the requirements for the award of “qualified performance-based compensation”
within the meaning of Section 162(m).
(j) “Company”
shall mean Dejour Enterprises Ltd., a British Columbia corporation, or any successor corporation.
(k) “Director”
shall mean a member of the Board.
(l) “Eligible
Person” shall mean any employee, officer, consultant, independent contractor, advisor or non-employee Director providing
services to the Company or any Affiliate whom the Committee determines to be an Eligible Person, provided that in any case an Eligible
Person must also satisfy the criteria necessary to be a “Participant” (as defined in the Canadian Plan) and an Eligible
Person must be a natural person who is resident in the United States, a United States citizen, or who is otherwise subject to United
States tax law as determined by the Committee.
(m) “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.
(n) “Fair
Market Value” shall mean, with respect to any property (including, without limitation, any Shares or other securities), the
fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.
Notwithstanding the foregoing, unless otherwise determined by the Committee, the Fair Market Value of Shares on a given
date for purposes of the Sub-Plan shall be the “Market Price” (as defined in the Canadian Plan).
(o) “Incentive
Stock Option” shall mean an option granted under Section 6(a) of the Sub-Plan that is intended to meet the requirements of
Section 422 of the Code or any successor provision.
(p) “Insider”
means an “Insider” as defined in the TSX Policies.
(q) “Non-Qualified
Stock Option” shall mean an option granted under Section 6(a) of the Sub-Plan that is not intended to be an Incentive Stock
Option.
(r) “Option”
shall mean an Incentive Stock Option or a Non-Qualified Stock Option.
(s) “Participant”
or “Optionee” shall mean an Eligible Person designated to be granted an Award under the Sub-Plan.
(t) “Person”
shall mean any individual or entity, including a corporation, partnership, limited liability company, association, joint venture
or trust.
(u) “Sub-Plan”
shall mean this Appendix A to the Canadian Plan, Dejour Enterprises Ltd. 2009 US Stock Incentive Plan, as amended from time to
time.
(v) “Qualifying
Termination” shall have the meaning ascribed to it in any applicable Award Agreement, and, if not defined in any applicable
Award Agreement, shall mean termination of employment under circumstances that, in the judgment of the Committee, warrant acceleration
of the exercisability of Options . Without limiting the generality of the foregoing, a Qualifying Termination may apply to large
scale terminations of employment relating to the disposition or divestiture of business or legal entities or similar circumstances.
(w) “Rule
16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act or any successor
rule or regulation.
(x) “Section
162(m)” shall mean Section 162(m) of the Code, or any successor provision, and the applicable Treasury Regulations promulgated
thereunder.
(y) “Section
409A” shall mean Section 409A of the Code, or any successor provision, and applicable Treasury Regulations and other applicable
guidance thereunder.
(z) “Shares”
shall mean the common shares in the capital of the Company or such other securities or property as may become subject to Awards
pursuant to an adjustment made under Section 4(c) of the Sub-Plan.
(aa) “Specified
Employee” shall mean a specified employee as defined in Code Section 409A(a)(2)(B) or applicable proposed or final regulations
under Code Section 409A.
(bb) “TSX
Policies” means the applicable policies included in the TSX Company Manual and “TSX Policy” means any one of
them.
Section 3. Administration.
(a) Power
and Authority of the Committee and Administrator. The Sub-Plan shall be administered by the Committee or an Administrator on
the instructions of the Board or Committee. Subject to the express provisions of the Canadian Plan, the Sub-Plan and to applicable
law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types
of Awards to be granted to each Participant under the Sub-Plan; (iii) determine the number of Shares to be covered by (or
the method by which payments or other rights are to be calculated in connection with) each Award; (iv) determine the terms
and conditions of any Award or Award Agreement, including any terms relating to the forfeiture of any Award and the forfeiture,
recapture or disgorgement of any cash, Shares, other securities, other Awards, other property and other amounts payable with respect
to any Award; (v) amend the terms and conditions of any Award or Award Agreement, provided, however, that, except as otherwise
provided in Section 4(c) hereof, the Committee shall comply with TSX Policies on any reprice, adjust or amend the exercise price
of Options previously awarded to any Participant; (vi) accelerate the exercisability of any Award or the lapse of restrictions
relating to any Award; (vii) determine whether, to what extent and under what circumstances Awards may be exercised in cash,
Shares, other securities, other Awards or other property, or canceled, forfeited or suspended; (viii) determine whether, to what
extent and under what circumstances cash, Shares, other securities, other Awards, other property and other amounts payable with
respect to an Award under the Sub-Plan shall be deferred either automatically or at the election of the holder of the Award or
the Committee; (ix) interpret and administer the Sub-Plan and any instrument or agreement, including any Award Agreement,
relating to the Sub-Plan; (x) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Sub-Plan; and (xi) make any other determination and take any other action
that the Committee deems necessary or desirable for the administration of the Sub-Plan. Unless otherwise expressly provided in
the Sub-Plan, all designations, determinations, interpretations and other decisions under or with respect to the Sub-Plan or any
Award or Award Agreement shall be within the sole discretion of the Committee or Administrator, may be made at any time and shall
be final, conclusive and binding upon any Participant, any holder or beneficiary of any Award or Award Agreement, and any employee
of the Company or any Affiliate.
(b) Power
and Authority of the Board of Directors. Notwithstanding anything to the contrary contained herein, the Board may, at any time
and from time to time, without any further action of the Committee, exercise the powers and duties of the Committee under the Sub-Plan,
unless the exercise of such powers and duties by the Board would cause the Sub-Plan not to comply with the requirements of Section
162(m).
Section 4. Shares
Available for Awards.
(a) Shares
Available. Subject to adjustment as provided in Section 4(c) of the Sub-Plan, the aggregate number of Shares that may
be issued under all Awards under the Sub-Plan shall be 12,800,000 minus such number of Shares as are issued under the Canadian
Plan. Shares to be issued under the Sub-Plan may be authorized but unissued Shares or treasury shares . If an Award terminates
or is forfeited or cancelled without the issuance of any Shares, or if any Shares covered by an Award or to which an Award relates
are not issued for any other reason, then the number of Shares counted against the aggregate number of Shares available under the
Sub-Plan with respect to such Award, to the extent of any such termination, forfeiture, cancellation or other event, shall again
be available for granting Awards under the Sub-Plan. Shares that are withheld in full or partial payment to the Company
of the purchase or exercise price relating to an Award or in connection with the satisfaction of tax obligations relating to an
Award shall not be available for granting Awards under the Sub-Plan.
(b) Accounting
for Awards. For purposes of this Section 4, if an Award entitles the holder thereof to receive or purchase Shares, the number
of Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such Award against the
aggregate number of Shares available for granting Awards under the Sub-Plan.
(c) Adjustments.
The adjustment provisions set forth in the Canadian Plan, specifically Article Six of the Canadian Plan, shall apply to the Options.
(d) Award
Limitations Under the Sub-Plan.
(i) Section
162(m) Limitation for Certain Types of Awards. No Eligible Person may be granted Options or any other Award or Awards under
the Sub-Plan, the value of which Award or Awards is based solely on an increase in the value of the Shares after the date of grant
of such Award or Awards, for more than 5% of the total number of issued and outstanding Shares (subject to adjustment as
provided in Section 4(c) of the Sub-Plan) in the aggregate in any 12 month period.
(ii) Limitation
on Awards Granted to Certain Persons. The number of Shares which may be issuable under the Sub-Plan and all of the Company’s
other previously established or proposed share compensation arrangements, within a one-year period: (a) to any one Participant,
shall not exceed 5% of the total number of issued and outstanding Shares on the Grant Date on a non-diluted basis; (b) to Insiders
as a group shall not exceed 10% of the total number of issued and outstanding Shares on the Grant Date on a non-diluted basis.
Section 5. Eligibility.
Any Eligible Person shall
be eligible to be designated a Participant. In determining which Eligible Persons shall receive an Award and the terms of any Award,
the Committee may take into account the nature of the services rendered by the respective Eligible Persons, their present and potential
contributions to the success of the Company or such other factors as the Committee, in its discretion, shall deem relevant. Notwithstanding
the foregoing, an Incentive Stock Option may only be granted to full-time or part-time employees (which term as used herein includes,
without limitation, officers and Directors who are also employees), and an Incentive Stock Option shall not be granted to an employee
of an Affiliate unless such Affiliate is also a “subsidiary corporation” of the Company within the meaning of Section 424(f)
of the Code or any successor provision. Further, notwithstanding the foregoing, Options and Stock Appreciation Rights shall not
be granted to an Eligible Person providing direct services to an Affiliate unless the Company has a “controlling interest”
in such Affiliate within the meaning of Treas. Reg. Sec. 1.409A-1(b)(5)(iii)(E)(1).
Section 6. Awards.
(a) Options.
The Committee is hereby authorized to grant Options to Eligible Persons with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the Sub-Plan as the Committee shall determine:
(i) Exercise
Price. The purchase price per Share purchasable under an Option shall be determined by the Committee and shall not be less
than 100% of the Fair Market Value of a Share on the date of grant of such Option.
(ii) Option
Term. The term of each Option shall be fixed by the Committee but shall not be longer than 10 years from the date of
grant and in no event will an Incentive Stock Option be exercisable after the expiration of ten years from the date
such option is granted notwithstanding anything contained in sections 1.01(i) and 4.04 of the Plan arguably to the contrary. The
option term of an Incentive Stock Option granted to an individual owning more than 10% of the total combined voting power of all
classes of stock of the Corporation and related corporations as described in Treas. Reg. 1.422-2(f) shall not be longer than 5
years from the date of grant and, notwithstanding anything in the Plan arguably to the contrary, in no event will such an option
be exercisable after the expiration of 5 years from the date such option is granted.
(iii) Time
and Method of Exercise. The Option shall be exercisable by delivering to the Company a notice specifying
the number of Shares in respect of which the Option is exercised together with payment in full of the Option Price for each such
Share. Upon notice and payment there will be a binding contract for the issue of the Shares in respect of which the Option is exercised,
upon and subject to the provisions of the Plan.
Option Exercise is settled
in Canadian dollar by certified cheque or wire transfer. Nevertheless, the Committee or Administrator shall have discretion to
determine the time or times at which an Option may be exercised in whole or in part and the method or methods by which, and the
form or forms (including, without limitation, cash, foreign currency, Shares, other securities, other Awards or other property,
or any combination thereof, having a Fair Market Value on the exercise date equal to the applicable exercise price) in which, payment
of the exercise price with respect thereto may be made or deemed to have been made.
If the Participant’s cheque is not honoured
by the financial institution, the Company has the right to collect the payment from the Participant and has the right to cancel
the Shares issued upon exercise. The Company can charge an administration fee of $35.00 for any dishonoured cheque.
(b) General.
(i) Consideration
for Awards. Awards may be granted for no cash consideration or for any cash or other consideration as may be determined by
the Committee or required by applicable law.
(ii) Awards
May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be granted either alone or in addition
to, in tandem with or in substitution for any other Award or any award granted under any other plan of the Company or any Affiliate.
Awards granted in addition to or in tandem with other Awards or in addition to or in tandem with awards granted under any other
plan of the Company or any Affiliate may be granted either at the same time as or at a different time from the grant of such other
Awards or awards.
(iii) Forms
of Payment under Awards. Subject to the terms of the Sub-Plan and of any applicable Award Agreement, payments or transfers
to be made by the Company or an Affiliate upon the grant, exercise or payment of an Award may be made in such form or forms as
the Committee shall determine (including, without limitation, cash, Shares, other securities, other Awards or other property, or
any combination thereof), and may be made in a single payment or transfer, in installments or on a deferred basis, in each case
in accordance with rules and procedures established by the Committee.
(iv) Term
of Awards. The term of each Award shall be for a period not longer than 10 years from the date of grant.
(v) Limits
on Transfer of Awards. Except as otherwise provided in this Section 6(b)(v), no Award and no right under any such Award shall
be transferable by a Participant other than by will or by the laws of descent and distribution. The Committee may establish procedures
as it deems appropriate for a Participant to designate a Person or Persons, as beneficiary or beneficiaries, to exercise the rights
of the Participant and receive any property distributable with respect to any Award in the event of the Participant’s death.
The Committee, in its discretion and subject to such additional terms and conditions as it determines, may permit a Participant
to transfer a Non-Qualified Stock Option to any “family member” (as such term is defined in the General Instructions
to Form S-8 (or any successor to such Instructions or such Form) under the Securities Act of 1933, as amended) at any time that
such Participant holds such Option, provided that such transfers may not be for value (i.e., the transferor may not receive any
consideration therefor) and the family member may not make any subsequent transfers other than by will or by the laws of descent
and distribution. Each Award under the Sub-Plan or right under any such Award shall be exercisable during the Participant’s
lifetime only by the Participant (except as provided herein or in an Award Agreement or amendment thereto relating to a Non-Qualified
Stock Option) or, if permissible under applicable law, by the Participant’s guardian or legal representative. No Award or
right under any such Award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment
or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate.
(vi) Restrictions;
Securities Exchange Listing. All Shares or other securities delivered under the Sub-Plan pursuant to any Award or the exercise
thereof shall be subject to such restrictions as the Committee may deem advisable under the Sub-Plan, applicable federal or state
securities laws and regulatory requirements, and the Committee may cause appropriate entries to be made or legends to be placed
on the certificates for such Shares or other securities to reflect such restrictions. If the Shares or other securities are traded
on a securities exchange, the Company shall not be required to deliver any Shares or other securities covered by an Award unless
and until such Shares or other securities have been admitted for trading on such securities exchange.
(vii) Section
409A Provisions. Notwithstanding anything in the Sub-Plan or any Award Agreement to the contrary, to the extent that any amount
or benefit that constitutes “deferred compensation” to a Participant under Section 409A of the Code and applicable
guidance thereunder is otherwise payable or distributable to a Participant under the Sub-Plan or any Award Agreement solely by
reason of the occurrence of a Change in Control or due to the Participant’s disability or “separation from service”
(as such term is defined under Section 409A), such amount or benefit will not be payable or distributable to the Participant by
reason of such circumstance unless the Committee determines in good faith that (i) the circumstances giving rise to such Change
in Control, disability or separation from service meet the definition of a change in ownership or control, disability, or separation
from service, as the case may be, in Section 409A(a)(2)(A) of the Code and applicable proposed or final regulations, or (ii) the
payment or distribution of such amount or benefit would be exempt from the application of Section 409A by reason of the short-term
deferral exemption or otherwise. Any payment or distribution that otherwise would be made to a Participant who is a Specified Employee
(as determined by the Committee in good faith) on account of separation from service may not be made before the date which is 6
months after the date of the Specified Employee’s separation from service (or if earlier, upon the Specified Employee’s
death) unless the payment or distribution is exempt from the application of Section 409A by reason of the short-term deferral exemption
or otherwise.
Section 7. Amendment
and Termination; Corrections.
(a) Amendments
to the Sub-Plan. The Board may amend, alter, suspend, discontinue or terminate the Sub-Plan at any time without the approval
of the stockholders of the Company; provided, however, that, notwithstanding any other provision of the Sub-Plan or any Award Agreement,
prior approval of the stockholders of the Company shall be required for any amendment to the Sub-Plan that:
(i) requires
stockholder approval under the applicable rules or regulations of the Securities and Exchange Commission, the American Stock Exchange,
TSX Policies or any other securities exchange that are applicable to the Company;
(ii) increases
the number of shares authorized under the Sub-Plan as specified in Section 4(a) of the Sub-Plan;
(iii) increases
the number of shares subject to the limitations contained in Sections 4(d)(i), (iii) and (iv) of the Sub-Plan or the dollar amount
subject to the limitation contained in Section 4(d)(ii) of the Sub-Plan;
(iv) reduce
the exercise price of Options to Insider, unless such repricing does not required stockholders approval according to TSX Policies;
(v) permits
the award of Options at a price less than 100% of the Fair Market Value of a Share on the date of grant of such Option or Stock
Appreciation Right; and
(vi) would
cause Section 162(m) to become unavailable with respect to the Sub-Plan.
(b) Amendments
to Awards. Subject to the provisions of the Sub-Plan, the Committee or Administrator may waive any conditions of or rights
of the Company under any outstanding Award, prospectively or retroactively. Except as otherwise provided in the Sub-Plan, the Committee
or Administrator may amend, alter, suspend, discontinue or terminate any outstanding Award, prospectively or retroactively, but
no such action may adversely affect the rights of the holder of such Award without the consent of the Participant or holder or
beneficiary thereof. The Company intends that Awards under the Sub-Plan shall satisfy the requirements of Section 409A to avoid
any adverse tax results thereunder, and the Committee shall administer and interpret the Sub-Plan and all Award Agreements in a
manner consistent with that intent. If any provision of the Sub-Plan or an Award Agreement would result in adverse tax consequences
under Section 409A, the Committee may amend that provision (or take any other action reasonably necessary) to avoid any adverse
tax results and no action taken to comply with Section 409A shall be deemed to impair or otherwise adversely affect the rights
of any holder of an Award or beneficiary thereof.
(c) Correction
of Defects, Omissions and Inconsistencies. The Committee may correct any defect, supply any omission or reconcile any inconsistency
in the Sub-Plan or in any Award or Award Agreement in the manner and to the extent it shall deem desirable to implement or maintain
the effectiveness of the Sub-Plan.
Section 8. Income
Tax Withholding.
In order to comply with all
applicable federal, state, local or foreign income tax laws or regulations, the Company may take such action as it deems appropriate
to ensure that all applicable federal, state, local or foreign payroll, withholding, income or other taxes, which are the sole
and absolute responsibility of a Participant, are withheld or collected from such Participant. In order to assist a Participant
in paying all or a portion of the applicable taxes to be withheld or collected upon exercise or receipt of (or the lapse of restrictions
relating to) an Award, the Committee, in its discretion and subject to such additional terms and conditions as it may adopt, may
permit the Participant to satisfy such tax obligation by (a) electing to have the Company withhold a portion of the Shares
otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market
Value equal to the amount of such taxes or (b) delivering to the Company Shares other than Shares issuable upon exercise or
receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes. The
election, if any, must be made on or before the date that the amount of tax to be withheld is determined.
Section 9. General
Provisions.
(a) No
Rights to Awards. No Eligible Person, Participant or other Person shall have any claim to be granted any Award under the Sub-Plan,
and there is no obligation for uniformity of treatment of Eligible Persons, Participants or holders or beneficiaries of Awards
under the Sub-Plan. The terms and conditions of Awards need not be the same with respect to any Participant or with respect to
different Participants.
(b) Award
Agreements. No Participant shall have rights under an Award granted to such Participant unless and until an Award Agreement
shall have been duly executed on behalf of the Company and, if requested by the Company, signed by the Participant, or until such
Award Agreement is delivered and accepted through any electronic medium in accordance with procedures established by the Company.
(c) No
Rights of Stockholders. Except with respect to Restricted Stock and Stock Awards, neither a Participant nor the Participant’s
legal representative shall be, or have any of the rights and privileges of, a stockholder of the Company with respect to any Shares
issuable upon the exercise or payment of any Award, in whole or in part, unless and until the Shares have been issued.
(d) No
Limit on Other Compensation Plans or Arrangements. Nothing contained in the Sub-Plan shall prevent the Company or any Affiliate
from adopting or continuing in effect other or additional compensation plans or arrangements, and such plans or arrangements may
be either generally applicable or applicable only in specific cases.
(e) No
Right to Employment or Directorship. The grant of an Award shall not be construed as giving a Participant the right to be retained
as an employee of the Company or any Affiliate, or a Director to be retained as a Director, nor will it affect in any way the right
of the Company or an Affiliate to terminate a Participant’s employment at any time, with or without cause. In addition, the
Company or an Affiliate may at any time dismiss a Participant from employment free from any liability or any claim under the Sub-Plan
or any Award, unless otherwise expressly provided in the Sub-Plan or in any Award Agreement.
(f) Governing
Law. The internal law, and not the law of conflicts, of the State of Delaware, shall govern all questions concerning the validity,
construction and effect of the Sub-Plan or any Award, and any rules and regulations relating to the Sub-Plan or any Award.
(g) Severability.
If any provision of the Sub-Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction
or would disqualify the Sub-Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed
or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination
of the Committee, materially altering the purpose or intent of the Sub-Plan or the Award, such provision shall be stricken as to
such jurisdiction or Award, and the remainder of the Sub-Plan or any such Award shall remain in full force and effect.
(h) No
Trust or Fund Created. Neither the Sub-Plan nor any Award shall create or be construed to create a trust or separate fund of
any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent
that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be
no greater than the right of any unsecured general creditor of the Company or any Affiliate.
(i) No
Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Sub-Plan or any Award, and the Committee
shall determine whether cash shall be paid in lieu of any fractional Share or whether such fractional Share or any rights thereto
shall be canceled, terminated or otherwise eliminated.
(j) Headings.
Headings are given to the Sections and subsections of the Sub-Plan solely as a convenience to facilitate reference. Such headings
shall not be deemed in any way material or relevant to the construction or interpretation of the Sub-Plan or any provision thereof.
Section 10. Effective
Date of the Sub-Plan; Effect on Prior Sub-Plan.
The Sub-Plan shall be subject
to approval by the stockholders of the Company at the first annual meeting of stockholders of the Company to be held after January
6, 2012 and the Sub-Plan shall be effective as of the date of such stockholder approval. In addition, the increase in the number
of Shares from 9,579,104 to 12,800,000 that may be issued under the Sub-Plan shall be subject to approval by the stockholders
of the Company and such increase under the Sub-Plan shall be effective as of the date of such stockholder approval.
Section 11. Term
of the Sub-Plan.
The Sub-Plan shall terminate
at midnight on January 5, 2022, unless terminated before then by the Board. Awards may be granted under the Sub-Plan until the
Sub-Plan terminates or until all Shares available for Awards under the Sub-Plan have been purchased or acquired; provided, however,
that Incentive Stock Options may not be granted following the 10-year anniversary of the Board’s adoption of the Sub-Plan.
As long as any Awards are outstanding under the Sub-Plan, the terms of the Sub-Plan shall govern such Awards.
Adopted by Board and shareholders on
December 17, 2009 and amended by Board on January 6, 2012.