The Plan was adopted on February 15, 2017 by the Board, subject to the approval by the stockholders of the Company at the 2017 Annual Meeting of Stockholders on May 10, 2017 (the date following such approval being the “ Effective Date ”). The Plan will only be effective if it is approved by the stockholders of the Company at the 2017 Annual Meeting. Any Awards granted under the Plan prior to such stockholder approval shall be conditioned upon such approval and shall be null and void if such approval is not obtained; provided, however, that Options and Stock Appreciation Rights granted under the Plan prior to such stockholder approval may not be exercisable until after such stockholder approval and no shares of Common Stock may be delivered pursuant to a Restricted Stock Unit granted under the Plan prior to such stockholder approval until after such stockholder approval; provided further that Restricted Stock and other stock-based or stock-related Awards may not be granted prior to obtaining stockholder approval. If the Plan is not so approved by the stockholders of the Company, then the Plan will be null and void in its entirety.