展品10.1

帕克电化学公司

2018年修订和重新制定的股票期权计划

1. 计划目的。 这家Park Electrochemical corp.公司2018年期权计划（以下简称"Plan"）旨在通过为Park Electrochemical corp.及其目前或未来的子公司（"公司"）的某些雇员，包括公司的高管，提供适当的激励，以提升股东价值，并为吸引员工、董事和顾问的服务提供额外的诱因。该计划提供（i）激励股票期权的授予（"401(k)计划的雇主贡献），并为吸引员工、董事和顾问的服务提供额外的诱因。该计划提供（i）激励股票期权的授予（"公司），并为吸引员工、董事和顾问的服务提供额外的诱因。该计划提供（i）激励股票期权的授予（"子公司）认股期权根据现行或以后修订的1986年《内部税收法典》第422节的规定，应当纳税或以后被取代（称为“代码”，这些期权应按照法典第421节描述的税收待遇纳税，以及（ii）非合格股票期权（“非合格股票期权”以及激励股票期权，Options”).

该计划取代并替换了Park Electrochemical corp 2002股票期权计划，如已修订（以下简称“Prior Plan”），适用于本计划生效日（如下文第14条所定义）之后授予的期权。自生效日起，不得在旧计划下授予期权，但该计划的通过和生效不会影响自生效日前根据旧计划授予的任何未行使、放弃、取消、到期或以其他方式终止的期权的条款或条件，旧计划将继续有效，涉及在旧计划下授予的所有未行使的期权，直到这些期权根据这些期权的条款行使、取消、到期或以其他方式终止。在生效日期，先前计划下可使用的普通股部分不会在本计划下可使用，并且先前计划下已授予的未行使期权所涉及的普通股部分也不会再次可用于根据该计划发行，无论是在这些期权到期、终止、取消或放弃后还是以其他方式。

2。股票受计划约束。 根据本计划，可以授予期权，总共购买不超过1,550,000股股票¹ 公司的普通股，面值每股0.10美元（”普通股“），哪些股份可以由公司董事会自行决定（”板”），全部或部分由已授权但未发行的普通股或公司库中持有的普通股组成，所有这些股票均可用于授予激励性股票期权和非合格股票期权。在不违反本协议第7节规定的前提下，任何受期权约束的普通股因任何原因到期或在未行使的情况下终止的，均应根据本计划再次可供发行。

3. 计划的管理。 计划将由董事会或董事会不时设立或指定的委员会（以下简称“委员会”）。委员会应由一个或多个成员组成，每个成员除非董事会另有决定，否则应符合1934年证券交易法修订的规则160亿.3下“非雇员董事”（以下简称“使拥有公司注册证券类别10%以上股权的官员、董事或实际股东代表签署人递交表格3、4和5（包括修正版及有关联合递交协议）,符合证券交易法案第16(a)条及其下属规则规定的要求；”）。委员会应具有与计划管理相关的权力和职责，这些职权和职责应与公司的管理文件和适用法律一致。如果董事会未设立或指定委员会来管理该计划，则本处对委员会的所有引用应视为对董事会的引用。此外，计划中对委员会的授权、决定或行动的引用应视为包括董事会以及委员会的授权、决定和行动，包括委员会有权将任何决定或行动提交给董事会审核、批准和/或董事会批准。

这份修订和重新制订的2018年股票期权计划中唯一的修正是，公司董事会于2024年6月13日通过，并在2024年7月18日公司股东年度大会上获得批准的，计划授权发行股份总数从80万股增加到155万股。

在不违反本计划的明确规定的前提下，委员会有权自行决定 (i) 确定获得期权的个人（每个”期权人”），（ii）确定期权持有人获得期权的时间，（iii）确定每种期权的普通股数量（但不能 “串联” 授予期权，即行使一项期权的全部或部分自动导致另一期权的全部或部分终止），（iv）确定期权是否以及在多大程度上终止），（iv）确定期权是否以及在多大程度上终止应指定为激励性股票期权或非合格股票期权，（v）确定任何所需的联邦所得税或其他预扣税的金额金额，(vii) 确定每份期权的期限，(vii) 确定每份期权的可行使日期，(viii) 确定期权是可以全部、部分还是分期行使，如果是分期行使，则确定每期权的股数、每期可行使的日期和每期的期限，以及是否加快任何分期付款的行使日期，(ix) 修改、修改或修改补充已授予的任何期权的条款，(x) 因此做出任何必要或理想的调整在向美国境外的符合条件的个人授予期权时，(xi) 确定每种期权的条款和条件（包括但不限于行使价（定义见第 5 节）、与归属（包括绩效条件）、行使、转让、暂停或没收期权或相关普通股相关的任何限制或条件（或失效条款）的性质和期限以及方法或方法用于相同目的的方法以及任何可能的条款或条件符合激励性股票期权资格或确保豁免或遵守《守则》第 409A 条所必需的，(xii) 规定了证明根据本计划授予期权的协议的形式，(xiii) 确定期权是否、在多大程度上和在什么情况下可以以现金、普通股、其他证券或其他财产进行结算，以及期权结算的方法或方法，(xiv) 许可或要求延期因在递延薪酬安排中行使期权而产生的任何收益，前提是遵守《守则》第409A条（如适用）及其可能制定的规则和程序，其中可能包括支付或贷记利息或股息等价物（如果有）的规定，包括将此类利息或股息等价物转换为递延普通股等价物；但是，尽管有上述规定，如果延期机会限制任何本来会被排除的期权，则不允许延期从《守则》第 409A 条到《守则》第 409A 条的要求，以及 (xv) 将某些公司和个人业绩状况作为接收、行使或结算期权及其时间安排的条件，其中此类条件可能包括一项或多项业务标准和在任何业绩期内实现的此类标准的目标绩效水平以及该绩效期的长度；前提是，授予任何一个期权持有人或不同期权持有者的期权的绩效条件可能有所不同。

委员会有权解释计划以及计划下授予的期权和证明这些期权的协议，设立、修改和废止任何与计划有关的规则，并做出其认为对计划的管理必要或理想的任何其他决定；但应提出，尽管上述，未经期权持有人同意，不得修改、变更或补充任何尚未行使的期权，以损害期权持有人在该未行使的期权下的权利，或使任何尚未行使的期权受到《税法》第409A条豁免适用于授予日时已免除的规定。委员会可以在其认为必要或理想的范围内，纠正计划中的任何缺陷，补充任何遗漏或调和计划中或任何期权或证明期权的协议中的任何不一致之处。如所述，委员会在计划的解释和管理中作出的任何决定将仅适用于其独立和绝对酌情权，并将对所有相关方具有最终性、决定性和约束力。委员会只能在任何权任的多数成员同意的情况下采取行动，但其中的成员可以授权其一个或多个成员或公司的任何官员代表委员会执行和交付文件，或针对授予或将授予期权的期权持有人采取任何其他行动。

除非属于该人自己的故意不当行为或根据适用法律明文规定，否则委员会任何成员和公司任何职员就其本人，委员会任何其他成员或公司任何职员在履行计划下的职责方面所为或所不为的任何事项均不负责。除非属于该人自己的故意不当行为或恶意，公司应对委员会每一成员和对可能分配或委派与计划管理或解释相关的任务或权力的每一公司职员进行赔偿和豁免，针对因在计划方面采取行动或遗漏行动而引起的任何成本或费用（包括律师费）或负债（包括支付清算索赔的任何金额）。然而，需要董事会批准才能支付解决针对任何此类人士的索赔的任何金额。前述赔偿权利不会排他性地排除任何这些人依据公司章程、法律或其他方式可能享有的任何其他赔偿权利，或公司可能有的赔偿或豁免他们的任何权力。

尽管计划中的任何内容相反，优先期权不得修改以降低该期权的行使价，并且一个行使价高于普通股一股的市价的优先期权不能被以现金或另一个行使价低于原有期权的期权交换取消，除非获得公司股东事先批准，但根据本章程第10条，可以就优先期权作出适当调整。

根据计划，期权的「授予日期」应为委员会批准授予的日期，或者可以由委员会指定的较晚日期。

4. 合格性。 委员会可以在计划生效日起的十（10）年内，根据计划的目的，随时授予期权给（i）公司或其附属公司的某些员工，包括是公司的高管和董事，（ii）并非公司或其附属公司的员工的公司董事，以及（iii）为公司或其附属公司提供服务的顾问，涵盖委员会可能判断的普通股股份数，并受限于委员会随时拥有独立判断权确定的各种条款和条件，但受计划条款和规定的限制。

根据此计划，对于哪些激励期权可能按本计划及公司或任何子公司（按代码第424（f）条款定义）或母公司（按代码第424（e）条款定义）的其他计划根据第422条款要求满足的激励期权授予日确定的普通股份的累计公平市值在任何日历年度第一次由具体期权行使人行使不得超过该期权行使人的100,000美元。此外，如果根据计划授予的期权，加上计划下任何其他适用的激励期权的授予和公司或任何子公司的任何其他计划（按代码第424（f）条款定义）或其母公司（按代码第424（e）条款定义）下满足代码要求的任何其他激励期权的授予，超过代码为激励期权确定的任何其他适用最大限额，则不得根据此计划授予任何激励期权。如果根据计划授予的期权超出前述限额，则该期权将被视为非符合资格股份期权，超出该限额范围。

尽管计划中有任何相反之处，自2019年3月3日结束的公司财政年度开始，任何个人在任何这样的财政年度内，所获取的与普通股有关的期权总数不得超过以下两者之较大者（i）计划根据在任何这样的年度授予的普通股总数的50%或（ii）10万股普通股。此外，尽管计划中有任何相反之处，赋予公司任何一名非雇员董事的所有期权的授予日期总公平市值（根据适用的财务会计准则，在任何单一财政年度内的授予当日计算）不得超过50万美元；但是，该限制不适用于任何非雇员董事选择以期权代替所有或部分任何年度委员会现金保留者报酬或其他类似的现金支付。

5. 行使价。 每个选择权下的普通股行使价，应由委员会确定，但绝对不可低于授予日期普通股的公允市值；但前提是，如果在激励股票选择权的授予日期之日起，受托人拥有占公司全部资本股中所有类别的合并投票权超过10%的股票，或其现在及未来子公司（根据代码第424(f)条定义），或父公司（根据代码第424(e)条定义），则行使价不得低于授予日期普通股的公允市值的110%（“行使价格”).

“公平市值「'收市价格' 指股票授予日期的前一日根据纽约证券交易所（或如果该普通股当时未在纽约证券交易所上市，则根据当时该普通股可能上市的其他证券交易所）的报告收市价格，或如果在该日期没有普通股的买卖报告，则应根据上一个普通股买卖报告的最后一天来确定； provided that，如果前述条件不适用，则应由委员会确定公允市值，并且就激励期权而言，如果该方法与美国财政部采纳的适用于该期权的任何法规不一致，则公允市值应由委员会按照该法规一致地确定。」

6. 期权/解约。 根据该计划所授予的每一项优惠期权的期限不得超过自授予之日起十(10)年；但是，如果至优惠期权授予之日，受让人拥有本公司、任何现有或将来子公司(按照《税法》第424(f)条的定义)或母公司(按照《税法》第424(e)条的定义)全部股本的总共同表决权的10%以上的股票，则授予该个人的优惠期权期限不得超过自授予之日起五(5)年。根据该计划所授予的每项非合格期权的期限不得超过自授予之日起十(10)年。期权将受到下文提供的提前终止条款的约束。

Subject to Section 10(b) hereof, each Option shall have a minimum vesting period of one year from the grant date; provided that, Options with respect to 5% of the total Common Stock authorized to be issued under the Plan may have a vesting period of less than one year.

7. Exercise or Surrender of Option. (a) General. An Option (or any part or installment thereof) shall be exercised by giving written notice to the Company at its principal office (as of the Effective Date, located at 48 South Service Road, Melville, NY 11747 ), identifying the Option being exercised, specifying the number of shares of Common Stock as to which such Option is being exercised and accompanied by payment in full of the aggregate Exercise Price therefor (i) in cash (including check, bank draft or money order, or wire or other transfer of funds to the Company), (ii) at the discretion of the Committee (including if provided in the applicable Stock Option Contract), in shares of Common Stock with a Fair Market Value equal to the Exercise Price or a combination of cash and shares of Common Stock which in the aggregate are equal in value to such Exercise Price, plus, in either case, any required federal income tax or other withholding amount or (iii) to the extent permitted by law and to the extent permitted by the Committee, in its sole discretion, may be made all or in part by delivery (on a form acceptable to the Committee) of an irrevocable direction to a registered securities broker acceptable to the Company to sell shares of Common Stock and to deliver all or part of the sales proceeds to the Company in payment of the Exercise Price and any required federal income tax or other withholding amount. Certificates representing the shares of Common Stock purchased shall be issued as promptly as practicable thereafter, and, at the discretion of the Committee, such certificates may be issued in the name of the Optionee and another person jointly with the right of survivorship. The Optionee shall not have the right of a shareholder with respect to the shares of Common Stock covered by the Option until the date of issuance of a stock certificate to such Optionee for such shares or as evidenced by the appropriate entry on the books of the Company. In no case may a fraction of a share be purchased or issued under the Plan. For the avoidance of doubt, shares of Common Stock used to satisfy the payment of the Exercise Price or any required federal income tax or other withholding requirements, will not then be again available for issuance under the Plan for grants of Options.

(b) Surrender. (1) General Rule. The Committee may provide in the applicable Stock Option Contract that an Optionee may surrender such Option in whole or in part in lieu of the exercise in whole or in part of that Option on any date that:

(a) the Fair Market Value of the Common Stock subject to such Option exceeds the Exercise Price for such Common Stock; and

(b) the Option to purchase such Common Stock is otherwise exercisable.

(2) Procedure. The surrender of an Option in whole or in part shall be effected by the delivery of the Stock Option Contract to the Committee or to its delegate together with a statement signed by the holder of the Option which specifies the number of shares of Common Stock as to which the Optionee surrenders the Option and how the Optionee desires payment be made for such Common Stock surrendered in accordance with this Section 7(b)(2).

(3) Payment. In exchange for the Option surrendered in accordance with this Section 7(b)(3), the Optionee shall receive a payment in cash or in Common Stock, or in a combination of cash and Common Stock, equal in amount on the date such surrender is effected to the excess of the Fair Market Value of the Common Stock subject to such Option surrendered in accordance with this Section 7(b)(3) on such date over the Exercise Price for such Common Stock subject to such Option (reduced by any applicable federal income tax or other withholding amount). The Committee may approve or disapprove the request for payment by the Optionee in whole or in part in cash and may cause such payment to be made in cash or in such combination of cash and Common Stock as the Committee deems appropriate. A request for payment only in Common Stock shall be approved and made in Common Stock to the extent payment can be made in whole shares of Common Stock and, at the Committee's discretion, in cash in lieu of any fractional share of Common Stock.

8. Termination of Employment. Unless otherwise provided in connection with the grant of any Option, the applicable Stock Option Contract or an employment, consulting or severance agreement with the Company or any Subsidiary, (a) upon the termination of employment or service as a director or consultant of any Optionee, all Options held by such Optionee that have not previously become exercisable shall terminate on the date of such termination of employment or service, (b) any Optionee whose employment or whose service as a director or consultant has terminated for any reason other than death, or as set forth in (d) below, may exercise such Option, to the extent exercisable upon the date of such termination, at any time within three (3) months (or, for an Optionee terminated by reason of disability (as defined in Section 22(e)(3) of the Code), within one (1) year), after the date of termination, but in no event after the expiration of the term of the Option, (c) with respect to any Optionee whose employment or service as a director or consultant has terminated as a result of the Optionee’s death, the executor, administrator or such other person at such time entitled by law to such rights under such Option, may exercise such Option, to the extent exercisable upon the date of such termination, at any time within six (6) months after the date of termination, but in no event after the expiration of the term of the Option and (d) with respect to any Optionee whose employment or service as a director or consultant has terminated either (i) for Cause (as defined below), or (ii) without the consent of the Company, all Options (to the extent not previously exercised) held by such Optionee shall terminate immediately.

Options granted under the Plan shall not be affected by any change of employment (including duties or position) so long as the Optionee continues to be an employee of the Company or of any Subsidiary or of a corporation or its parent or subsidiary issuing or assuming an Option in a transaction to which Section 424(a) of the Code applies. In connection with the termination of employment or service as a director or consultant of any Optionee, the Committee may, in its discretion, determine to permit a longer period than that specified in this Section 8, the applicable Stock Option Contract or an applicable employment, consulting or severance agreement with the Company or any Subsidiary for the exercise of all or any part of such Option after such termination; provided, that, such period does not extend past the expiration of the term of such Option or is otherwise not permitted under Section 409A of the Code. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Options and may reflect distinctions based on the reason for a termination of employment or service.

For the purpose of the Plan, an employment relationship shall be deemed to exist between an individual and a corporation if, at the time of the determination, the individual was an employee of such corporation for purposes of Section 422(a) of the Code. As a result, an individual on military leave, sick leave or other bona fide leave of absence shall continue to be considered an employee for purposes of the Plan during such leave if the period of the leave does not exceed 90 days, or, if longer, so long as the individual's right to re-employment with the Company or any of its Subsidiaries is guaranteed either by applicable law or by contract. If the period of leave exceeds 90 days and the individual’s right to re-employment is not guaranteed by applicable law or by contract, the employment relationship shall be deemed to have terminated on the 91st day of such leave.

Nothing in the Plan or in any Option shall confer on any person any right to continue in the employ or as a consultant of the Company or any Subsidiary, or as a director or consultant of the Company, or interfere in any way with any contractual or other right of the Company or any Subsidiary to terminate such relationship (or revise the compensation, position or duties of such person) at any time for any reason whatsoever. The obligation of the Company to pay any benefits pursuant to this Plan shall be interpreted as a contractual obligation to pay only those amounts described in this Plan, in the manner and under the conditions prescribed in this Plan, and to the extent that any Optionee or beneficiary acquires a right to receive payments from the Company pursuant to an Option, such right shall be not greater than the right of any unsecured creditor of the Company. The Plan shall in no way be interpreted to require the Company to transfer any amounts to a third party or otherwise hold any amounts in trust or escrow for payment to any Optionee or beneficiary under the terms of the Plan.

"Cause", in connection with the termination of an Optionee, shall mean (i) "cause," as such term (or any similar term, such as "with cause") is defined in any employment, consulting, severance or other applicable agreement for services between the Company or any Subsidiary and such Optionee, or (ii) in the absence of such an agreement, "cause," as such term is defined in the Stock Option Contract executed by the Company and such Optionee pursuant to Section 9 hereof, or (iii) in the absence of both of the foregoing, (A) indictment of such Optionee for any illegal conduct, (B) failure of such Optionee to adequately perform any of the Optionee's duties and responsibilities in any capacity held with the Company or any Subsidiary (other than any such failure resulting solely from such Optionee's physical or mental incapacity), (C) the commission of any act or failure to act by such Optionee that involves moral turpitude, dishonesty, theft, destruction of property, fraud, embezzlement or unethical business conduct, or that is otherwise injurious to the Company or any Subsidiary or any other affiliate of the Company (or its or their respective employees), whether financially or otherwise, (D) any violation by such Optionee of any Company rule or policy, or (E) any violation by such Optionee of the requirements of any other contract or agreement between the Company or any Subsidiary and such Optionee or the Plan (as in effect from time to time); in each case, with respect to subsections (A) through (E), as determined by the Board or the Committee.

9. Stock Option Contracts. Each Option shall be evidenced by an appropriate Stock Option Contract which shall provide, among other things, (a) that in the event of the exercise of such Option, unless the Common Stock received upon exercise shall have been registered pursuant to an effective registration statement under the Securities Act of 1933, as amended, the individual acknowledges that such Common Stock may be "restricted securities" as defined in Rule 144 under such Act and agrees that such Common Stock may not be sold except in compliance with applicable provisions of such Act, and (b) that in the event of any disposition of the Common Stock acquired upon the exercise of an Incentive Stock Option within two (2) years from the grant date or one (1) year from the date of issuance of Common Stock (upon the exercise of such Option) to the Optionee, such Optionee will notify the Company thereof in writing within thirty (30) days after such disposition and will pay to the Company an amount necessary to satisfy any obligations the Company may have to withhold any taxes by reason of such disqualifying disposition.

10. Adjustments Upon Changes in Common Stock; Certain Other Changes.

(a) In the event the shares of Common Stock are changed into or exchanged for any other class or series of capital stock or cash or securities or other property pursuant to a recapitalization, reclassification, share split, reverse split, combination of shares, exchange of shares, share dividend or other extraordinary or special distribution, occurring after the Effective Date, the number shares of Common Stock for which grants of Options may be made under the Plan shall be adjusted proportionately and accordingly by the Board, whose determination shall be conclusive. In addition, the number shares of Common Stock for which Options are outstanding shall be adjusted proportionately and accordingly so that the proportionate interest of the Optionee immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in respect of Options shall not change the economic value of such unexercised Options, but shall include a corresponding proportionate adjustment in the Exercise Price. Notwithstanding the foregoing, in the event of any extraordinary or special distribution or dividend to shareholders of the Company but excluding a non-extraordinary or non-special dividend payable in cash or in shares of Common Stock, the Company may, in such manner as the Board, whose determination shall be conclusive, deems appropriate, adjust the number shares of Common Stock subject to the Option and/or the Exercise Price of such Option to reflect such distribution or dividend. Any adjustment under this Section 10 shall be made in a manner consistent with the requirements of Sections 409A and 424 of the Code and the regulations promulgated thereunder.

(b) The provisions of this Section 10(b) shall apply in the case of a Change of Control. If more specific terms are set forth in any separate plan document or agreement between the Company or any Subsidiary and an Optionee, such separate plan or document shall govern the treatment of Options.

To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Section 422(d) of the Code, the excess Options shall be deemed to be Non-Qualified Stock Options.

For purposes of the foregoing, “Change of Control” shall mean: (i) any Person (as defined in Section 3(a)(9) of the Exchange Act, but excluding (1) the Company, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, or (4) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the "Beneficial Owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company) representing 30% or more of the Company's then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a Non-control Merger (as defined in clause (iii) below); or (ii) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to, a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's shareholders was approved or recommended by a vote of at least two-thirds of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended; or (iii) there is consummated a merger or consolidation of the Company with any other corporation; other than a merger or consolidation immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the Board, the entity surviving such merger or consolidation or any parent thereof (a "Non-control Merger"); or (iv) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the Board of the entity to which such assets are sold or disposed or any parent thereof.

For purposes of the foregoing, “Good Reason”, in connection with the termination of an Optionee, shall mean (i) “good reason,” as such term (or any similar term) is defined in any employment, consulting, severance or other applicable agreement for services between the Company or any Subsidiary and such Optionee, or (ii) in the absence of such agreement, “good reason,” as such term is defined in the Stock Option Contract executed by the Company and such Optionee pursuant to Section 9 hereof, or (iii) in the absence of both or the foregoing, a voluntary resignation within six (6) months after any of the following actions are taken by the Company or any of its Subsidiaries or affiliates without the Optionee’s consent: (A) a material diminution in the responsibilities or authority of the Optionee and which is materially inconsistent with the Optionee’s position other than (1) in connection with the termination of the Optionee’s employment or service for Cause, (2) temporarily while the Optionee is physically or mentally incapacitated or (3) as required by applicable law; (B) a material diminution in the annual base salary, bonus or fees to be paid to the Optionee (other than a general reduction that affects all similarly situated employees, directors or consultants of the Company in substantially the same proportions); or (C) a relocation of the Optionee's principal place of employment or service by more than 50 miles; provided, however, that none of the foregoing events shall constitute Good Reason unless the Optionee shall have notified the Company in writing describing the event(s) which constitute Good Reason within thirty (30) days of the Optionee’s knowledge of the event and then only if the Company shall have failed to cure such event(s) within thirty (30) days after the Company’s receipt of such written notice.

In addition, if a Change of Control constitutes a payment event with respect to any amount which constitutes or provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction or event described herein with respect to such amount must also constitute a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Section 409A of the Code.

11. Amendments and Termination of the Plan. The Committee may, at any time, suspend or terminate the Plan or revise or amend it in any respect whatsoever, provided, however, that the requisite shareholder approval shall be required if and to the extent the Committee determines that such approval is appropriate or necessary for purposes of satisfying Section 422 of the Code or Rule 16b-3 under the Exchange Act or other applicable law or regulations of the New York Stock Exchange (or other securities exchange on which the Common Stock is then listed). Options may be granted under the Plan prior to the receipt of such shareholder approval, but each such grant shall be subject in its entirety to such approval and no Option may be exercised, vested or otherwise satisfied prior to the receipt of such approval. No suspension, termination, revision or amendment of the Plan shall, without the consent of the Optionee affected thereby, adversely affect such Optionee’s rights under such Option.

12. Non-Transferability of Options. No Option shall be transferable otherwise than by will or the laws of descent and distribution, and Options may be exercised, during the lifetime of the Optionee thereof, only by the Optionee.

If authorized in the applicable Stock Option Contract, an Optionee may transfer, not for value, all or part of an Option which is not an Incentive Stock Option to any person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of the Optionee, any person sharing the Optionee’s household (other than a tenant or employee), a trust in which any one or more of these persons (or the Optionee) have more than fifty percent of the beneficial interest, a foundation in which any one or more of these persons (or the Optionee) control the management of assets, and any other entity in which one or more of these persons (or the Optionee) own more than fifty percent of the voting interests (the “Family Members”). For the purpose of this Section 12, a “not for value” transfer is a transfer which is (i) a gift to a trust for the benefit of the Optionee and/or one or more Family Members, or (ii) a transfer under a domestic relations order in settlement of marital property rights. Following a transfer under this Section 12, any such Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. Subsequent transfers of transferred Options are prohibited except in accordance with this Section 12 or by will or the laws of descent and distribution. The events of termination of employment of Section 8 hereof shall continue to be applied with respect to the original Optionee, following which the Option shall be exercisable by the transferee only to the extent, and for the periods specified, in Section 8 hereof.

13. Conditions of Exercise or Surrender. Each Option shall be subject to the requirement that, if at any time the Committee shall determine, in its discretion, that the listing, registration or qualification of the Common Stock subject to such Option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, as a condition of, or in connection with, the granting of such Option or the issue or purchase of Common Stock thereunder, no such Option may be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

14. Effective Date and Term of Plan. The Plan shall become effective when adopted by the Board (the “Effective Date”), but the Plan (and any grants of Options made prior to shareholder approval of the Plan) shall be subject to the requisite approval of the shareholders of the Company. In the absence of such approval, such Options shall be null and void. Unless earlier terminated by the Committee, the right to grant Options under the Plan shall terminate on the tenth anniversary of the Effective Date. Options outstanding at Plan termination shall remain in effect according to their terms and the provisions of the Plan.

15. Miscellaneous. (a) No Shareholder Rights. No Optionee shall have any rights as a shareholder of the Company as a result of the grant of an Option to the Optionee under this Plan or such Optionee’s exercise or surrender of such Option pending the actual issuance of shares of Common Stock subject to such Option to such Optionee.

(b) Withholding. The exercise or surrender of any Option granted under this Plan shall constitute the Optionee's full and complete consent to whatever action the Committee elects to satisfy the federal and state tax withholding requirements, if any, which the Committee in its discretion deems applicable to such exercise or surrender.

(c) Dividends. In the event dividends or dividend equivalents are payable with respect to any Option under this Plan, no Stock Option Contract shall otherwise provide for payment of dividends or dividend equivalents on any Option or portion of an Option that is not vested.

(d) Captions. The use of captions in this Plan or any Stock Option Contract is for the convenience of reference only and shall not affect the meaning of any provision of the Plan or such Stock Option Contract.

(e) Number and Gender. With respect to words used in this Plan, the singular form shall include the plural form, the masculine gender shall include the feminine gender, etc., as the context requires.

(f) Severability. If any provision of this Plan or any Stock Option Contract shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions of the Plan or the Stock Option Contract, as applicable, shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

16. Foreign Employees. In order to facilitate the making of any grant under this Plan, the Committee may provide for such special terms for grants to employees or other persons under this Plan who are foreign nationals or who are employed by the Company or any Subsidiary outside the United States of America as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to or amendments, restatements or alternative versions of this Plan as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the Secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, shall include any provision that is inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the shareholders of the Company.

17. Recoupment Policy. Notwithstanding any provision in this Plan, any Stock Option Contract or any employment, consulting or severance agreement with the Company or any Subsidiary, all Options under this Plan shall be subject to any compensation recoupment, other compensation recovery or clawback policy of the Company that may be applicable to any Optionee, as in effect from time to time, as approved by the Committee or the Board.

18. Section 409A.  This Plan and Options are intended to either be exempt from, or comply in form and operation with, the requirements of Section 409A of the Code, and the final regulations issued thereunder.  To the extent permitted by applicable Department of Treasury/Internal Revenue Service guidance, or law or regulation, the Company will take reasonable actions to reform this Plan and/or Option or any actions taken pursuant to the operation of this Plan if necessary to comply with Section 409A of the Code.  Notwithstanding the foregoing, in no event shall the Company or any Subsidiary, affiliates or representatives be liable to the Optionee for any additional tax, interest or penalty imposed upon, or other detriment suffered by, the Optionee under Section 409A of the Code or for any damage suffered by the Optionee for failure of this Plan and/or Option to comply with or be exempt from Section 409A of the Code.  In addition, for purposes of this Plan and Options, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein). Notwithstanding anything contained herein to the contrary, if the Optionee is a “specified employee” within the meaning of Section 409A of the Code, then to the extent required in order to avoid additional and/or accelerated taxation under Section 409A of the Code, if the Optionee becomes entitled to receive a payout in respect to such Optionee’s Options on account of the Optionee’s termination of employment as set forth in this Plan, such payout shall be paid on the earlier of (i) the first business day after the date that is six (6) months following the Optionee’s termination or (ii) the date of the Optionee’s death.

19. Section 280G. Notwithstanding any other provision of this Plan or any other agreement, contract or understanding entered into by an Optionee and the Company or any Subsidiary, except an agreement, contract or understanding hereinafter entered into that expressly modifies or excludes application of this paragraph, and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to the Optionee (including groups or classes of Optionees or beneficiaries of which the Optionee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee, if the Optionee is a “disqualified individual,” as defined in Section 280G(c) of the Code and any payment or benefit (whether or not pursuant to this Plan) the Optionee would receive in connection with a Change of Control from the Company or otherwise (the “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this paragraph, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Optionee shall receive the Payment that provides the greater after-tax benefit to the Optionee based on the following two alternatives: (A) payment in full of the entire amount of the Payment, or (B) payment of only a part of the Payment so that the Optionee receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). In determining the Reduced Payment, the reduction in payments and/or benefits shall occur in the following order: (A) reduction of cash payments in the reverse chronological order in which otherwise payable; (B) cancellation of accelerated vesting of outstanding Options; and (C) reduction of other benefits paid to Optionee in the reverse chronological order in which otherwise payable. In the event that acceleration of compensation from outstanding Options is to be reduced, such acceleration of vesting shall be canceled in the reverse order of the grant date and, in the case of a particular grant, in the reverse chronological order in which the grant would otherwise vest.

20. Statute of Limitations. An Optionee or any other person filing a claim for benefits under this Plan must file a claim within one-year after the Optionee or other person knew or reasonably should have known of the principal facts on which the claim is based.

21. Governing Law. The validity and construction of this Plan and Stock Option Contracts shall be governed by the laws of the State of New York, without giving effect to any choice or conflicts of laws’ provisions or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

May 8, 2018, as amended on June 13, 2024