Exhibit 10.1


 


Minim,
Inc.


 


Omnibus
Incentive Compensation Plan


 




    	 



     


    

 


Table
of Contents


 


	 	Page
	 	 
	Article
    1. Establishment, Objectives, and Duration	1
	 	 
	1.1	Establishment
    of the Plan	1
	1.2	Objectives
    of the Plan	1
	1.3	Duration
    of the Plan	1
	 	 	 
	Article
    2. Definitions	1
	 	 
	Article
    3. Administration	5
	 	 
	3.1	Power
    of Administrator	5
	3.2	Delegation	6
	3.3	Decisions
    Binding	6
	3.4	Liability	6
	 	 	 
	Article
    4. Shares Subject to the Plan, Maximum Awards and Limitations	6
	 	 
	4.1	Number
    of Shares Available for Grants	6
	4.2	Adjustments
    in Authorized Shares	7
	4.3	Adjustment
    of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events	7
	4.4	Minimum
    Service Requirement for Service-Based Awards	7
	 	 	 
	Article
    5. Eligibility and Participation	8
	 	 
	5.1	Eligibility	8
	5.2	Actual
    Participation	8
	 	 	 
	Article
    6. Stock Options	8
	 	 
	6.1	Grant
    of Options	8
	6.2	Option
    Agreement	8
	6.3	Option
    Price	8
	6.4	Duration
    of Options	8
	6.5	Exercise
    of Options	9
	6.6	Payment	9
	6.7	Registration	9
	6.8	Restrictions
    on Shares	10
	6.9	Nontransferability
    of Options	10
	6.10	Special
    Limitation on Grants of Incentive Stock Options	10
	6.11	Early
    Exercise	10
	 	 	 
	Article
    7. Stock Appreciation Rights	10
	 	 
	7.1	Grant
    of SARs	10
	7.2	SAR
    Agreement	11
	7.3	Term
    of SARs	11
	7.4	Exercise
    of SARs	11
	7.5	Payment
    of SAR Amount	11
	7.6	Nontransferability
    of SARs	11



 




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Table
of Contents (continued)


 


	 	Page
	 	 
	Article
    8. Restricted Stock and Stock Awards	11
	 	 
	8.1	Grant
    of Restricted Stock	11
	8.2	Restricted
    Stock Agreement	11
	8.3	Transferability	12
	8.4	Other
    Restrictions	12
	8.5	Voting
    Rights	12
	8.6	Dividends
    and Other Distributions	12
	8.7	Stock
    Award	12
	 	 	 
	Article
    9. Restricted Stock Units, Performance Units, and Performance Shares	12
	 	 
	9.1	Grant
    of Restricted Stock Units, Performance Units, and Performance Shares	12
	9.2	Award
    Agreement	13
	9.3	Value
    of Restricted Stock Units, Performance Units, and Performance Shares	13
	9.4	Earning
    of Restricted Stock Units, Performance Units, and Performance Shares	13
	9.5	Form
    and Timing of Payment of Restricted Stock Units, Performance Units, and Performance Shares	13
	9.6	Nontransferability	14
	 	 	 
	Article
    10. Cash-Based Awards	14
	 	 
	10.1	Grant
    of Cash-Based Awards	14
	10.2	Award
    Agreement	14
	10.3	Value
    of Cash-Based Awards	14
	10.4	Earning
    of Cash-Based Awards	14
	10.5	Form
    and Timing of Payment of Cash-Based Awards	14
	10.6	Nontransferability	14
	 	 	 
	Article
    11. Termination for Cause	15
	 	 
	Article
    12. Performance Measures	15
	 	 
	Article
    13. Rights of Participants	15
	 	 
	13.1	Employment	15
	13.2	Participation	15
	13.3	Rights
    as a Stockholder	15
	 	 	 
	Article
    14. Termination of Service	15
	 	 
	14.1	Effect
    of Termination	15
	14.2	Leave
    of Absence	15
	14.3	Termination	16
	14.4	Different
    Rules	16
	14.5	Forfeiture	16
	 	 	 
	Article
    15. Change in Control	16
	 	 
	15.1	Continued
    or Assumed Awards	16
	15.2	Awards
    Not Continued or Assumed	17



 



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Table
of Contents (continued)


 


	 	Page
	 	 
	Article
    16. Amendment, Modification, and Termination	18
	 	 
	16.1	Amendment,
    Modification, and Termination	18
	16.2	Awards
    Previously Granted	18
	16.3	Stockholder
    Approval Required for Certain Plan Amendments	18
	16.4	Restriction
    on Repricing or Amending Awards or Plan to Reduce Option or Grant Price	18
	 	 	 
	Article
    17. Withholding	18
	 	 
	Article
    18. Successors	19
	 	 
	Article
    19. Substitute Awards	19
	 	 
	Article
    20. General Provisions	20
	 	 
	20.1	Gender
    and Number	20
	20.2	Severability	20
	20.3	Requirements
    of Law	20
	20.4	Securities
    Law Compliance	20
	20.5	Recoupment
    or Clawback	20
	20.6	Listing	20
	20.7	Inability
    to Obtain Authority	20
	20.8	No
    Additional Rights	20
	20.9	Noncertificated
    Shares	21
	20.10	Governing
    Law	21
	20.11	Participants
    in Other Countries or Jurisdictions	21
	20.12	Compliance
    with Section 409A	21
	20.13	Facility
    of Payment	22
	20.14	Deferrals	22


 




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Article
1. Establishment, Objectives, and Duration


 


1.1 Establishment
of the Plan. Minim, Inc., a Delaware corporation, (the “Company”) hereby adopts the Minim, Inc. Omnibus Incentive Compensation
Plan (the “Plan”), as set forth in this document. The Plan permits the grant of Nonqualified Stock Options, Incentive Stock
Options, Stock Appreciation Rights, Restricted Stock, Stock Awards, Restricted Stock Units, Performance Shares, Performance Units, and
Cash-Based Awards. This Plan shall become effective as of the date of approval by the Company’s Board of Directors, provided however,
that no Restricted Stock or Stock Awards shall be granted prior to stockholder approval of the Plan, and no Awards of any type hereunder
shall vest unless and until stockholder approval of the Plan.


 


1.2 Objectives
of the Plan. The objectives of the Plan are to optimize the profitability and growth of the Company and its Subsidiaries through
incentives that are consistent with the goals of the Company and its Subsidiaries and that link the personal interests of Participants
to those of the Company’s stockholders, to provide Participants with an incentive for excellence in individual performance, and
to promote teamwork among Participants. The Plan is further intended to provide flexibility to the Company and its Subsidiaries in its
ability to motivate, attract, and retain the services of Participants who make significant contributions to the success of the Company
and its Subsidiaries and to allow Participants to share in that success.


 


1.3 Duration
of the Plan. The Plan shall commence on the Effective Date and remain in effect, subject to the right of the Administrator to amend
or terminate the Plan at any time pursuant to Article 15 hereof, until all Shares subject to it shall have been purchased or acquired
according to the Plan’s provisions. However, in no event may an Award be granted under the Plan on or after the tenth (10th)
anniversary of the Effective Date.


 


Article
2. Definitions


 


Whenever
used in this Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter
of the word shall be capitalized:


 


“Administrator”
means the Compensation Committee of the Board or such other committee of one or more Board members to which the Board allocates administration
of the Plan. The Administrator shall be comprised of individuals who shall satisfy the independence or other requirements of any exchange
on which Shares are listed and to the extent necessary in order to permit officers and directors of the Company to be exempt from the
provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) with respect to transactions
related to Awards under the Plan, be comprised entirely of “Non-Employee Directors” within the meaning of Rule 16b-3 promulgated
by the Securities and Exchange Commission under the 1934 Act.


 


“Award”
means, individually or collectively, a grant under this Plan of Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation
Rights, Restricted Stock, unrestricted Shares, Restricted Stock Units, Performance Shares, Performance Units, or Cash-Based Awards.


 




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“Award
Agreement” means a written or electronic agreement entered into by the Company and a Participant setting forth the terms and
provisions applicable to an Award.


 


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


 


“Cash-Based
Awards” are Awards denominated and payable in cash.


 


“Cause”
means that Participant is determined by the Administrator to have committed an act of embezzlement, fraud, dishonesty, or breach
of fiduciary duty to the Company, or to have deliberately disregarded the rules of the Company, under circumstances that could normally
be expected to result in loss, damage, or injury to the Company, or because Participant has made any unauthorized disclosure of any of
the secrets or confidential information of the Company, has induced any client or customer or employee of the Company to break any contract
or service arrangement with the Company, has induced any principal for whom the Company acts as agent to terminate the agency relationship,
or while in the service of the Company has engaged in any conduct that constitutes competition with the Company. The preceding notwithstanding,
if the Participant has a written employment, severance or similar agreement with the Company that defines the term Cause, then the definition(s)
of such term in such agreement shall control for purposes of this Plan. The Administrator may also determine that a Participant’s
termination was for Cause retroactively if the Administrator determines after the date of termination that grounds for termination for
Cause existed at the time of termination. The determination as to whether a Participant termination was for Cause shall be made in good
faith by the Company and shall be final and binding on the Participant.


 


“Change
in Control” means (1) a sale of all or substantially all of the Company’s assets, or (2) any merger, consolidation or
other business combination transaction of the Company with or into another corporation, entity or person, other than a transaction in
which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction
continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the
surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving
entity) outstanding immediately after such transaction, (3) the direct or indirect acquisition (including by way of a tender or exchange
offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing
a majority of the voting power of the then outstanding shares of capital stock of the Company or (4) a contested election of Directors,
as a result of which or in connection with which the persons who were Directors before such election or their nominees (the “Incumbent
Directors”) cease to constitute a majority of the Board; provided however that if the election or nomination for election by the
Company’s stockholders, of any new Director was approved by a vote of at least fifty percent (50%) of the Incumbent Directors,
such new Director shall be considered as an Incumbent Director. However, with respect to a Section 409A Award, the event must also constitute
a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the
Company within the meaning of Section 409A of the Code.


 




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“Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


“Company”
means Minim, Inc, a Delaware corporation.


 


“Consultant”
means a natural person (other than an Employee or Director) who provides bona fide services to the Company or a Subsidiary, provided
the services are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly
promote or maintain a market for the Company’s securities (within the meaning of Rule 701(c)(1) issued under the Securities Act
of 1933). However, “Consultant” shall not be so limited if the Administrator specifically determines that the term shall
have a wider meaning in connection with a specific grant.


 


“Director”
means any individual who is a member of the Board of Directors of the Company; provided, however, that any Director who is employed
by the Company or a Subsidiary shall be considered an Employee for purposes of the Plan.


 


“Disability”
has the meaning given by Code Section 22(e)(3), i.e., the inability to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than twelve months.


 


“Effective
Date” has the meaning given in Section 1.1 hereof.


 


“Employee”
means any employee, including an officer, of the Company or its Subsidiaries.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.


 


“Fair
Market Value” as of any date and in respect of any Share means the then most recent closing price of a Share reported by the
exchange or other trading system on which Shares are primarily traded or, if the Shares are not publicly traded, then the fair market
value of Shares shall be as determined by the Administrator using a reasonable valuation method that satisfies the requirements of Section
409A. In no event shall the fair market value of any Share be less than its par value (if any).


 


“Fiscal
Year” means the annual period with respect to which the Company reports for Federal income tax purposes.


 


“Incentive
Stock Option” or “ISO” means an “incentive stock option” within the meaning of Code Section
422.


 


“Insider”
means an individual who is, on the relevant date, an executive officer, director or ten percent (10%) beneficial owner of any class
of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, all as defined under Section
16 and Rule 13d-3 of the Exchange Act.


 


“Nonqualified
Stock Option” or “NQSO” means an option that is not an Incentive Stock Option.


 




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“Option”
means an option granted pursuant to Article 6.


 


“Option
Agreement” means an agreement between the Participant and the Company evidencing the terms of an Option.


 


“Option
Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.


 


“Participant”
means an Employee, employee-Director or Consultant who has been selected to receive an Award or who has an outstanding Award granted
under the Plan.


 


“Performance
Period” means the time period during which the performance goals and/or service requirements with respect to an Award must
be met.


 


“Performance
Share” means an Award granted to a Participant the value of which is denominated in Shares and is earned by satisfaction of
specified performance goals and such other terms and conditions that the Administrator may specify, as described in Article 9 hereof.


 


“Performance
Unit” means an Award granted to a Participant the value of which is specified by the Administrator and is earned by satisfaction
of specified performance goals and such other terms and conditions that the Administrator may specify, as described in Article 9 hereof.


 


“Period
of Restriction” means the period during which the transfer of Shares of Restricted Stock is not permitted (e.g., based on the
passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Administrator, at
its discretion), and the Shares are subject to a substantial risk of forfeiture, pursuant to the Restricted Stock Award Agreement, as
provided in Article 8 hereof.


 


“Person”
shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) of the Exchange
Act, including a “group” as defined in Section 13(d) of the Exchange Act.


 


“Restricted
Stock” means an Award granted to a Participant pursuant to Article 8 hereof.


 


“Restricted
Stock Units” means an Award granted to a Participant the value of which is denominated in Shares and is earned by satisfaction
of specified service requirements and such other terms and conditions that the Administrator may specify, as described in Article 9 hereof.


 


“Section
409A” means Code Section 409A and the regulations and other guidance issued thereunder.


 


“Section
409A Award” means an Award that is subject to the requirements of Section 409A.


 


“Service”
means the Participant’s employment or service with the Company or a Subsidiary, whether in the capacity of an Employee, a Director,
or a Consultant.


 




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“Shares”
means shares of the Company’s common stock, par value $.01 per share.


 


“Stock
Appreciation Right” or “SAR” means an Award, granted alone or in connection with a related Option, designated
as a SAR, pursuant to the terms of Article 7 hereof.


 


“Subsidiary”
generally means any corporation, partnership, joint venture, or other entity in a chain of organizations all of which have a controlling
interest in another organization, beginning with the Company and ending with the Subsidiary, subject to the special rules of Reg. §1.409A-1(b)(5)(iii).
For Options or SARs, Subsidiary has the meaning given by the regulations under Section 409A to the term “service recipient stock”
such that a grant of an Option or SAR to an employee of a Subsidiary will be a grant related to service recipient stock. For an Option
to be an ISO, “Subsidiary” must be limited to a “subsidiary corporation” within the meaning of Code Section 424(f)
and the rules thereunder.


 


“Substitute
Awards” means Awards granted upon assumption of, or in substitution for, outstanding awards previously granted by a company
or other entity (i) all or a portion of the assets or equity of which is acquired by the Company or (ii) with which the Company merges
or otherwise combines.


 


“Tandem
SAR” means a SAR that is granted in connection with a related Option pursuant to Article 7 hereof, the exercise of which shall
require forfeiture of the right to purchase a Share under the related Option (and when a Share is purchased under the Option, the Tandem
SAR shall similarly be canceled).


 


“Ten
Percent Shareholder” means an Employee who at the time an ISO is granted owns (or is treated as owning) Shares possessing more
than ten percent of the total combined voting power of all classes of Shares of the Company or a Subsidiary.


 


Article
3. Administration


 


3.1 Power
of Administrator. The Plan shall be administered by the Administrator. Except as limited by law (including, with respect to Section
409A Awards, the requirements of Section 409A) or by the Certificate of Incorporation or Bylaws of the Company, and subject to the provisions
herein, the Administrator shall have full power to


 


		(a)	select
                                            Employees, Directors and Consultants who shall be offered the opportunity to participate
                                            in the Plan;



 


		(b)	determine
                                            the sizes and types of Awards;



 


		(c)	determine
                                            the terms and conditions of Awards in a manner consistent with the Plan;



 


		(d)	construe
                                            and interpret the Plan and any agreement or instrument entered into under the Plan;



 


		(e)	establish,
                                            amend, or waive rules and regulations for the Plan’s administration;



 




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		(f)	accelerate
                                            or waive vesting conditions in whole or part, including without limitation upon the death
                                            or disability of a Participant, or otherwise amend the terms and conditions of any outstanding
                                            Award, consistent with the terms of the Plan; and



 


		(g)	make
                                            all other determinations that it deems necessary or advisable for the administration of the
                                            Plan.



 


3.2 Delegation.
As permitted by law and the terms of the Plan, the Administrator may delegate its authority herein. In particular, the Administrator
may by resolution authorize one or more officers of the Company to do one or both of the following with respect to recipients that are
not Insiders:


 


		(a)	designate
                                            officers and employees of the Company of its Subsidiaries to be recipients of rights or Options;
                                            and



 


		(b)	determine
                                            the number of rights or Options to be received by such officers and employees; provided that
                                            (i) the resolution shall specify the total number of rights or Options such officer or officers
                                            may award and (ii) the officer may not designate himself or herself as a recipient of any
                                            such rights or Options.



 


Any
such delegatee(s) shall be considered the Administrator with respect to authority so delegated.


 


3.3 Decisions
Binding. All determinations and decisions made by the Administrator pursuant to the provisions of the Plan and all related orders
and resolutions of the Administrator shall be final, conclusive, and binding on all persons, including the Company, its stockholders,
Subsidiaries, Directors, Employees, Consultants, Participants, and their estates and beneficiaries, unless changed by the Board.


 


3.4 Liability.
No member of the Administrator shall be liable for any action taken or decision made in good faith relating to the Plan or any Award
granted hereunder.


 


Article
4. Shares Subject to the Plan, Maximum Awards and Limitations


 


4.1 Number
of Shares Available for Grants. Shares may be authorized, unissued shares or Treasury shares. Subject to adjustment as provided in
Section 4.2 hereof, the number of Shares hereby reserved for issuance to Participants under the Plan shall equal three million (3,000,000),
which consists of 1,343,079 Shares, plus 1,656,921 Shares that were previously approved by the stockholders of the Company as available
for issuance under the Company’s 2019 Stock Option Plan but not awarded prior to the Effective Date of this Plan; no further awards
shall be made under the Company’s 2019 Stock Option Plan after the Effective Date of this Plan. If unvested Shares are forfeited
or repurchased by the Company at their original purchase price, such Shares shall become available for future grant under the Plan, but
the total number of such forfeited Shares that become available may not exceed twice the maximum number set forth in the preceding sentence.
The Administrator shall determine the appropriate methodology for calculating the number of Shares issued pursuant to the Plan, subject
to the following rules:


 


		(a)	Any
                                            Shares covered by an Award (or a portion of an Award) granted under the Plan which is forfeited
                                            or canceled or expires shall be deemed not to have been delivered for purposes of determining
                                            counting the Shares available for delivery under the Plan.



 




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		(b)	If
                                            any unissued Shares are retained by the Company upon exercise of an Option in order to satisfy
                                            the exercise price for such Option or any withholding taxes due with respect to such exercise,
                                            the unissued or retained Shares shall become available for future grant under the Plan (unless
                                            the Plan has terminated).



 


		(c)	If
                                            an Option may be settled by issuing net Shares (i.e., withholding a number of Shares equal
                                            to the exercise price), the full number of shares of the Company’s common stock covered
                                            by the Option shall be counted (not the net Shares issued).



 


		(d)	The
                                            full number of shares of the Company’s common stock covered by freestanding SARs shall
                                            be counted (not the net Shares issued). Freestanding SARs that may be settled in cash only
                                            shall not be counted.



 


4.2 Adjustments
in Authorized Shares. Upon a change in corporate capitalization, such as a stock split, stock dividend or a corporate transaction,
such as any merger, consolidation, combination, exchange of shares or the like, separation, including a spin-off, or other distribution
of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term
in Code Section 368) or any partial or complete liquidation of the Company, such adjustment shall be made in the number and class of
Shares that may be delivered under Section 4.1 hereof, in the number and class of and/or price of Shares subject to outstanding Awards
granted under the Plan, and in the Award limits set forth in Section 4.1 hereof, as may be determined to be appropriate and equitable
by the Administrator, in its sole discretion, to prevent dilution or enlargement of rights.


 


4.3 Adjustment
of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Administrator shall make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including the events described
in Section 4.2 hereof), events presented as extraordinary (or similar term on the Company’s audited financial statements, purchase
or sale of substantial assets, an unbudgeted material expense incurred by or at the direction of the Board, or a material litigation
settlement or judgment) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations,
or accounting principles, whenever the Administrator determines that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available under the Plan; provided that, unless the Administrator
determines otherwise at the time such adjustment is considered, no such adjustment shall be authorized to the extent that such authority
would be inconsistent with the Plan’s or any Award’s meeting the requirements of Code Section 409A or an Incentive Stock
Option ceasing to meet the requirements of Code Section 422.


 




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4.4 Minimum
Service Requirement for Service-Based Awards. Stock-based Awards that vest solely based on service will be subject to a minimum vesting
period requiring at least one year of service; provided that the Administrator may adopt shorter vesting periods or provide for accelerated
vesting after less than one year: (i) in connection with terminations of employment due to death, disability, retirement or other circumstances
that the Administrator determines to be appropriate; (ii) in connection with a Change in Control in which the Award is not continued
or assumed (e.g., the Award is not equitably converted or substituted for a substantially similar award of the successor company); (iii)
for grants made in connection with an acquisition by the Company or its Subsidiaries in substitution for pre-existing awards; (iv) for
new hire inducement awards or off-cycle awards; or (v) to comply with contractual rights in effect on the Effective Date.


 


Article
5. Eligibility and Participation


 


5.1 Eligibility.
Persons eligible to participate in this Plan include all Employees and Consultants of the Company or a Subsidiary. A Director of the
Company or a subsidiary who is not also an Employee of the Company or a Subsidiary at the time of granting an Award shall not be eligible
to participate hereunder.


 


5.2 Actual
Participation. Subject to the provisions of the Plan, the Administrator may, from time to time, select from all eligible Employees,
Directors and Consultants, those to whom Awards shall be granted and shall determine the nature and amount of each Award, provided that
Incentive Stock Options shall only be awarded to Employees of the Company or a Subsidiary.


 


Article
6. Stock Options


 


6.1 Grant
of Options. Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number, and upon such
terms, and at any time and from time to time, as determined by the Administrator.


 


6.2 Option
Agreement. Each Option grant shall be evidenced by an Option Agreement that shall specify the Option Price, the duration of the Option,
the number of Shares to which the Option pertains, whether the Option is intended to be an ISO or a NQSO, and such other provisions as
the Administrator shall determine which are not inconsistent with the terms of the Plan.


 


6.3 Option
Price. The Option Price for each grant of an Option under this Plan shall be as determined by the Administrator; provided, however,
the per-share exercise price shall not be less than the Fair Market Value of the Shares on the date of grant. If an ISO is granted to
a Ten Percent Shareholder, the Option Price shall not be less than 110 percent of the Fair Market Value of the Shares on the date of
grant.


 


6.4 Duration
of Options. Unless the Option Agreement provides a different expiration date,


 


		(a)	each
                                            ISO granted to a Ten Percent Shareholder shall expire on the fifth (5th) anniversary in the
                                            date the ISO was granted,



 


		(b)	each
                                            other Option shall expire on the tenth (10th) anniversary of the date the Option was granted,
                                            and



 


		(c)	each
                                            Option shall expire in accordance with Article 14.



 




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6.5 Exercise
of Options. Options shall be exercisable at such times and shall be subject to such restrictions and conditions as the Administrator
shall in each instance approve, which need not be the same for each grant or for each Participant.


 


6.6 Payment.
Options shall be exercised by the delivery of a written, electronic or telephonic notice of exercise to the Company or its designated
agent, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment of the Option
Price for the Shares. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment,
shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant) and
may consist of:


 


		(a)	cash
                                            (or its equivalent) or check (in United States dollars unless otherwise determined by the
                                            Administrator);



 


		(b)	by
                                            delivery ( or by attestation) of previously acquired whole (not fractional) Shares having
                                            an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided
                                            that in the case of Shares acquired, directly or indirectly, from the Company, such Shares
                                            must have been owned by the Participant for more than six months on the date of surrender
                                            (or such other period as may be required for securities law purposes or to avoid the Company’s
                                            incurring an adverse accounting charge);



 


		(c)	by
                                            a net exercise method or by a cashless exercise method, including a broker-assisted cashless
                                            exercise, that complies with the Applicable Laws (including without limitation the requirements
                                            of Regulation T and other applicable regulations promulgated by the Federal Reserve Board)
                                            and that ensures prompt delivery to the Company of the amount required to pay the exercise
                                            price and any applicable withholding taxes;



 


		(d)	subject
                                            to any requirements of the Applicable Laws, delivery of Participant’s promissory note
                                            having such recourse, interest, security and redemption provisions as the Administrator determines
                                            to be appropriate;



 


		(e)	any
                                            combination of the foregoing methods of payment; or



 


		(f)	such
                                            other consideration and method of payment as determined by the Administrator and to the extent
                                            permitted under Applicable Laws.



 


In
making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration
may be reasonably expected to benefit the Company and the Administrator may, in its sole discretion, refuse to accept a particular form
of consideration at the time of any Option exercise other than cash or certified check.


 


6.7 Registration.
Subject to any governing rules or regulations, as soon as practicable after receipt of notification of exercise and full payment, the
Company shall register, in the Participant’s name, Shares in an appropriate amount based upon the number of Shares purchased pursuant
to the Option(s).


 




    	9



     


    

 


6.8 Restrictions
on Shares. The Administrator may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under
this Article as it may deem advisable, including, without limitation, Periods of Restrictions or restrictions under applicable federal
securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, or under
any blue sky or state securities laws applicable to such Shares.


 


6.9 Nontransferability
of Options.


 


		(a)	Incentive
                                            Stock Options. No ISO granted under the Plan may be sold, transferred, pledged, assigned,
                                            encumbered or otherwise alienated or hypothecated, other than by will or by the laws of descent
                                            and distribution. Further, all ISOs granted to a Participant under the Plan shall be exercisable
                                            during such Participant’s lifetime only by such Participant.



 


		(b)	Nonqualified
                                            Stock Options. Except as otherwise provided in the applicable Award Agreement, no NQSO
                                            may be sold, transferred, pledged, assigned, encumbered or otherwise alienated or hypothecated,
                                            other than by will or by the laws of descent and distribution. Further, except as otherwise
                                            provided in the applicable Award Agreement, all NQSOs granted to a Participant shall be exercisable
                                            during such Participant’s lifetime only by such Participant.



 


6.10 Special
Limitation on Grants of Incentive Stock Options. No ISO shall be granted to an Employee under the Plan or any other ISO plan of the
Company to purchase Shares as to which the aggregate Fair Market Value (determined as of the date of grant) of the Shares which first
become exercisable by the Employee in any calendar year exceeds $100,000. To the extent an Option initially designated as an ISO exceeds
the value limit of this Section or otherwise fails to satisfy the requirements applicable to ISOs, it shall be deemed a NQSO and shall
otherwise remain in full force and effect.


 


6.11 Early
Exercise. Option grants may in the Administrator’s discretion include a provision whereby the Participant may elect at any
time before his or her service for the Company terminates and after stockholder approval of the Plan to exercise the Option as to any
part or all of the Shares subject to the Option prior to the full vesting of the Option, and any Shares acquired upon such exercise shall
be subject to the same vesting and other restrictions as applied to the Option.


Article
7. Stock Appreciation Rights


 


7.1 Grant
of SARs. Subject to the terms and conditions of the Plan, SARs (including SARs) may be granted to Participants at any time and from
time to time as shall be determined by the Committee. Subject to the terms and conditions of the Plan, the Committee shall have complete
discretion in determining the number of SARs granted to each Participant and, consistent with the provisions of the Plan, in determining
the terms and conditions pertaining to such SARs. The grant price of a SAR shall not be less than the Fair Market Value of a Share on
the date of grant of the SAR, and the grant price of Tandem SARs shall equal the Option Price of the related Option.


 




    	10



     


    

 


7.2 SAR
Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall specify the grant price, the term of the SAR, and such
other provisions as the Committee shall determine.


 


7.3 Term
of SARs. The term of a SAR granted under the Plan shall be determined by the Committee, in its sole discretion; provided that the
SAR must expire on or before the date that is the tenth anniversary of the date of grant.


 


7.4 Exercise
of SARs. SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes upon them. Tandem
SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent
portion of the related Option. A Tandem SAR may be exercised only with respect to the Shares for which its related Option is then exercisable.


 


7.5 Payment
of SAR Amount. Upon exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount determined
by multiplying:


 


		(a)	The
                                            excess of the Fair Market Value of a Share on the date of exercise over the grant price;
                                            by



 


		(b)	The
                                            number of Shares with respect to which the SAR is exercised.



 


As
provided in the Award Agreement, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or in some combination
thereof. Any Shares delivered in payment shall be deemed to have a value equal to the Fair Market Value on the date of exercise of the
SAR.


 


7.6 Nontransferability
of SARs. No SAR granted under the Plan may be sold, transferred, pledged, assigned, encumbered, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant’s Award Agreement,
all SARs granted to a Participant under the Plan shall be exercisable during such Participant’s lifetime only by such Participant.


 


Article
8. Restricted Stock and Stock Awards


 


8.1 Grant
of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant
Shares of Restricted Stock to Participants in such amounts as the Administrator shall determine.


 


8.2 Restricted
Stock Agreement. Each Restricted Stock grant shall be evidenced by a Restricted Stock Award Agreement that shall specify the Period(s)
of Restriction, the number of Shares of Restricted Stock granted, and such other provisions as the Administrator shall determine which
are not inconsistent with the terms of this Plan.


 




    	11



     


    

 


8.3 Transferability.
Except as provided in the Award Agreement, the Shares of Restricted Stock granted herein may not be sold, transferred, pledged, assigned,
encumbered, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction established by the Administrator
and specified in the Restricted Stock Award Agreement, or upon earlier satisfaction of any other conditions, as specified by the Administrator
in its sole discretion and set forth in the Restricted Stock Award Agreement. All rights with respect to the Restricted Stock granted
to a Participant under the Plan shall be available during such Participant’s lifetime and prior to the end of the Period of Restriction
only to such Participant or such Participant’s legal representative.


 


8.4 Other
Restrictions. The Administrator may impose such other conditions and/or restrictions on any Shares of Restricted Stock granted pursuant
to the Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for
each Share of Restricted Stock, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting
following the attainment of the performance goals, time-based restrictions, and/or restrictions under applicable federal or state securities
laws.


 


To
the extent deemed appropriate by the Administrator, the Company may retain the certificates representing Shares of Restricted Stock in
the Company’s possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied.


 


Except
as otherwise provided in the Award Agreement, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan shall
become freely transferable by the Participant after the last day of the applicable Period of Restriction.


 


8.5 Voting
Rights. If the Administrator so determines, Participants holding Shares of Restricted Stock granted hereunder may be granted the
right to exercise full voting rights with respect to those Shares during the Period of Restriction.


 


8.6 Dividends
and Other Distributions. During the Period of Restriction, Participants holding Shares of Restricted Stock granted hereunder (whether
or not the Company holds the certificate(s) representing such Shares) may, if the Administrator so determines, be credited with dividends
paid with respect to the underlying Shares while they are so held. The Administrator shall apply any vesting and other restrictions to
the dividends that the apply to the Shares of Restricted Stock to which they relate, so that no dividends may be paid on Shares of Restricted
Stock that are not earned.


 


8.7 Stock
Award. The Administrator may grant and award Shares to a Participant that are not subject to Periods of Restrictions and which may
be subject to such conditions or provisions as the Administrator may deem advisable including, without limitation, a requirement that
the Participant pay a stipulated purchase price for each Share.


 


Article
9. Restricted Stock Units, Performance Units, and Performance Shares


 


9.1 Grant
of Restricted Stock Units, Performance Units, and Performance Shares. Subject to the terms of the Plan, Restricted Stock Units, Performance
Shares, and/or Performance Units, representing the conditional right to receive future payment, may be granted to Participants in such
amounts and upon such terms, and at any time and from time to time, as shall be determined by the Administrator.


 




    	12



     


    

 


9.2 Award
Agreement. At the Administrator’s discretion, each grant of Restricted Stock Units, Performance Shares, and Performance Units
may be evidenced by an Award Agreement that shall specify the initial value, the duration of the Award, the performance measures and/or
service requirements, if any, applicable to the Award, and such other provisions as the Administrator shall determine which are not inconsistent
with the terms of the Plan.


 


9.3 Value
of Restricted Stock Units, Performance Units, and Performance Shares. Each Performance Unit shall have an initial value that is established
by the Administrator at the time of grant. Each Restricted Stock Unit and Performance Share shall have an initial value equal to the
Fair Market Value of a Share on the date of grant. The Administrator shall set performance goals and/or service requirements in its discretion
which, depending on the extent to which they are met, will determine the number and/or value of Restricted Stock Units, Performance Units,
and Performance Shares that will be paid out to the Participant. Generally, a Participant’s right to receive amounts under a Restricted
Stock Unit award shall be based on the Participant’s satisfaction of a service requirement and such other terms and conditions
that the Administrator may specify. Generally, a Participant’s right to receive amounts under a Performance Unit or Performance
Share shall be based on the satisfaction of a performance requirement and such other terms and conditions that the Administrator may
specify. The Administrator has full discretionary authority to establish performance goals and/or service requirements, and a performance
goal may include a service requirement.


 


9.4 Earning
of Restricted Stock Units, Performance Units, and Performance Shares. As provided in the Award Agreement, after the applicable Performance
Period has ended, the holder of Restricted Stock Units, Performance Units, or Performance Shares shall be entitled to receive payout
on the number and value of Restricted Stock Units, Performance Units, or Performance Shares earned by the Participant over the Performance
Period, to be determined as a function of the extent to which the corresponding performance goals and/or service requirements have been
achieved.


 


9.5 Form
and Timing of Payment of Restricted Stock Units, Performance Units, and Performance Shares. Payment of earned Restricted Stock Units,
Performance Units, and Performance Shares shall in the form of cash or in Shares (or in a combination thereof) that have an aggregate
Fair Market Value equal to the value of the earned Restricted Stock Units, Performance Units, and Performance Shares at the close of
the applicable Performance Period. Shares so paid may be delivered subject to any restrictions deemed appropriate by the Administrator.
No fractional shares will be issued. The determination of the Administrator with respect to the form of payout of such Awards shall be
set forth in the Award Agreement pertaining to the grant of the Award.


 


To
the extent provided by the Administrator in an Award Agreement, Participants holding Performance Units, or Performance Shares (but not
Restricted Stock Units) may be entitled to receive dividend units with respect to dividends declared with respect to the Shares underlying
such Awards; provided that no dividend units may be paid on Performance Units or Performance Shares that are not earned. Such dividends
shall be subject to the same accrual, forfeiture, and payout restrictions as apply to dividends earned with respect to Shares of Restricted
Stock, as set forth in Section 8.6 hereof, as determined by the Administrator.


 




    	13



     


    

 


9.6 Nontransferability.
Except as otherwise provided in a Participant’s Award Agreement, Restricted Stock Units, Performance Units, and Performance Shares
may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent
and distribution. Further, except as otherwise provided in a Participant’s Award Agreement, a Participant’s rights under
such Awards shall be exercisable during the Participant’s lifetime only by such Participant or such Participant’s legal representative.


 


Article
10. Cash-Based Awards


 


10.1 Grant
of Cash-Based Awards. Cash-Based Awards may be granted to Participants in such amounts and upon such terms, and at any time and from
time to time, as shall be determined by the Administrator.


 


10.2 Award
Agreement. At the Administrator’s discretion, each grant of Cash-Based Awards may be evidenced by an Award Agreement that shall
specify the value, the duration of the Award, the performance measures and/or service requirements, if any, applicable to the Award,
and such other provisions as the Administrator shall determine which are not inconsistent with the terms of the Plan.


 


10.3 Value
of Cash-Based Awards. Each Cash-Based Award shall have a value as may be determined by the Administrator. The Administrator may set
performance and/or service requirements in its discretion which, depending on the extent to which they are met, will determine the number
of Cash-Based Awards that will be paid out to the Participant. The time period during which the performance goals and/or service requirements
must be met shall be called a “Performance Period.”


 


10.4 Earning
of Cash-Based Awards. As provided in the Award Agreement, after the applicable Performance Period has ended, the holder of Cash-Based
Awards shall be entitled to receive a payout based on the number and value of Cash-Based Awards earned by the Participant over the Performance
Period, to be determined as a function of the extent to which the corresponding performance goals and/or service requirements have been
achieved.


 


10.5 Form
and Timing of Payment of Cash-Based Awards. Payment of earned Cash-Based Awards shall in the form of cash or in Shares (or in a combination
thereof) that have an aggregate Fair Market Value equal to the value of the earned Cash-Based Awards at the close of the applicable Performance
Period. Shares so paid may be delivered subject to any restrictions deemed appropriate by the Administrator. No fractional shares will
be issued. The form of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.


 


10.6 Nontransferability.
Cash-Based Awards may not be sold, transferred, pledged, assigned, encumbered, or otherwise alienated or hypothecated, other than by
will or by the laws of descent and distribution.


 




    	14



     


    

 


Article
11. Termination for Cause


 


If
a Participant’s Service is terminated by the Company for Cause, then all Awards hereunder, vested or unvested, shall terminate
and be forfeited automatically upon a determination of Cause, and all Options shall cease to be exercisable.


 


Article
12. Performance Measures


 


The
Administrator in its discretion may determine the performance measure(s) to be used for purposes of Awards that are to be performance-based
in part or whole. Performance measures may be set either at the consolidated level, segment level, division level, group level, or the
business unit level. Additionally, performance measures may be measured either annually or cumulatively over a period of years, on an
absolute basis or relative to pre-established targets, to a previous year’s results or to a designated comparison group, in each
case as specified by the Administrator.


 


Article
13. Rights of Participants


 


13.1 Employment.
Nothing in the Plan shall confer upon any Participant any right to continue in Service or interfere with or limit in any way the right
of the Company to terminate any Participant’s employment or directorship at any time.


 


13.2 Participation.
No Employee, Director or Consultant shall have the right to be selected to receive an Award under this Plan, or, having been so selected,
to be selected to receive a future Award.


 


13.3 Rights
as a Stockholder. Except as provided in Sections 8.5, 8.6 and 9.5 hereof or in applicable Award Agreement consistent with such Sections,
a Participant shall have none of the rights of a stockholder with respect to shares of Common Stock covered by any Award until the Participant
becomes the record holder of such Shares, or the Period of Restriction has expired, as applicable.


 


Article
14. Termination of Service


 


14.1 Effect
of Termination. The effect of the termination of the Participant’s Service for any reason other than Cause shall be determined
in accordance with the terms of the Participant’s Award Agreement.


 


14.2 Leave
of Absence. The Administrator shall be entitled to make such rules, regulations, and determinations as it deems appropriate under
the Plan in respect of any leave of absence taken by the recipient of any award. Without limiting the generality of the foregoing, the
Administrator shall be entitled to determine: (a) whether or not any such leave of absence shall constitute a termination of employment
within the meaning of the Plan; and (b) the impact, if any, of such leave of absence on awards under the Plan theretofore made to any
recipient who takes such leave of absence. Notwithstanding the foregoing, (i) with respect to any Section 409A Award, all leaves of absences
and determinations of terminations of employment must be construed and interpreted consistent with the requirements of Section 409A and
the definition of “separation from service” thereunder and (ii) to the extent any Option is intended to qualify as an ISO,
the rules of Code Section 422.


 




    	15



     


    

 


14.3 Termination.
For purposes of this Article, a “termination” includes an event which causes a Participant to lose his eligibility to participate
in the Plan (e.g., an individual is employed by a Subsidiary that ceases to be a Subsidiary). In the case of a Consultant, the meaning
of “termination” or “termination of employment” includes the date that the individual ceases to provide significant
services to the Company. In the case of a nonemployee director, the meaning of “termination” includes the date that the individual
ceases to be a director of the Company.


 


14.4 Different
Rules. Notwithstanding the foregoing, the Administrator has the authority to prescribe different rules that apply upon the termination
of employment of a particular Participant, which shall be memorialized in the Participant’s original or amended Award Agreement
or similar document. However, with respect to any Award subject to Section 409A, any reference to “termination of employment”
or similar term shall mean an event that constitutes a “separation from service” within the meaning of Section 409A.


 


14.5 Forfeiture.
An Award that remains unexercised after the latest date it could have been exercised under any of the foregoing provisions or under the
terms of the Award shall be forfeited.


 


Article
15. Change in Control


 


In
the event of a Change in Control, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of
any governing governmental agencies or national securities exchange or trading system, the following provisions shall apply:


 


15.1 Continued
or Assumed Awards. If an Award is continued or assumed (e.g., the Award is equitably converted or substituted for a substantially
similar award of the successor company), and within twenty-four (24) months following the Change in Control the Company or its successor
involuntarily terminates the Employee without Cause or the Employee voluntarily terminates for Good Reason (defined below), then upon
such termination:


 


		(a)	Any
                                            and all Options and SARs granted hereunder shall become fully exercisable during their remaining
                                            term;



 


		(b)	Any
                                            restriction periods and restrictions imposed on Awards that are not performance-based shall
                                            lapse and such Awards shall be treated as vested; and



 


		(c)	The
                                            payout opportunities attainable under all performance-based Awards shall be deemed to have
                                            been earned at the “target” level on a pro-rata basis for that portion of the
                                            Performance Period(s) completed as of the effective date of such qualifying termination.



 


All
such Awards shall be paid out to Participants within thirty (30) days following such qualifying termination, provided that there shall
be no acceleration of the time for payment of any Award subject to Code Section 409A the acceleration of payment of which would result
in additional taxes under Section 409A.


 




    	16



     


    

 


“Good
Reason” as a reason for a Participant’s termination of employment or service after a Change in Control shall have the meaning
assigned such term in the written employment, severance or similar agreement, if any, between such Participant and the Company; provided,
however, that if there is no such written agreement in which such term is defined, and unless otherwise defined in the applicable Award
Agreement, “Good Reason” shall mean, without the Participant’s prior written consent, (A) a material diminution in
a Participant’s authority, duties, or responsibilities, or (B) a material breach by the Company or its successor of its obligations
to a Participant under any written employment, severance or similar agreement, (C) a material diminution in the Participant’s base
compensation plus incentive compensation opportunity, or (D) the relocation of the Participant’s primary work location to a location
more than 50 miles from the Participant’s primary work location immediately prior to the Change in Control. A Participant may not
resign for Good Reason without providing the employer written notice of the grounds that the Participant believes constitute Good Reason
within 90 days of the initial existence of such grounds and giving the Company or its successor at least 30 days after such notice to
cure and remedy the claimed event of Good Reason.


 


15.2 Awards
Not Continued or Assumed. If an Award is not so continued or assumed (e.g., the Award is not equitably converted or substituted for
a substantially similar award of the successor company), then


 


		(a)	the
                                            Plan shall upon the Change in Control terminate and, in connection therewith,



 


(i) any
and all Options and SARs granted hereunder shall become fully exercisable during their remaining term;


 


(ii)
any restriction periods and restrictions imposed on Awards that are not performance-based shall lapse and such Awards shall be
treated as vested; and


 


(iii)
the payout opportunities attainable under all performance-based Awards shall be deemed to have been earned at the
“target” level on a pro-rata basis for that portion of the Performance Period(s) completed as of the effective date of
such qualifying termination.


 


		(b)	To
                                            effectuate the Plan termination, the Administrator may:



 


(i)
terminate Options or SARs in exchange for a payment in cash, securities, and/or other property equal to the amount by which the Fair
Market Value of the Shares subject to such Option or SAR to the extent the Option or SAR exceeds the exercise price with respect to
such Shares;


 


(ii)
terminate Options or SARs provided that each Participant is first notified of and given the opportunity to exercise his/her Options
or SARs for a specified period of time (of not less than 10 days) from the date of notification and before the Option or SAR is
terminated;


 




    	17



     


    

 


(iii)
accelerate to the Change in Control the time for payment of any Award, other than an Award subject to Code Section 409A the acceleration
of payment of which would result in additional taxes under Section 409A;


 


(iv)
implement any combination of the foregoing or


 


(v)
implement any other action with respect to settlement of an Award consistent with the foregoing that it deems appropriate.


 


Article
16. Amendment, Modification, and Termination


 


16.1 Amendment,
Modification, and Termination. Subject to the terms of the Plan, the Board may at any time and from time to time, alter, amend, suspend,
or terminate the Plan in whole or in part.


 


16.2 Awards
Previously Granted. Subject to Article 15, no termination, amendment, or modification of the Plan shall adversely affect in any material
way any Award previously granted under the Plan, without the written consent of the Participant holding such Award.


 


16.3 Stockholder
Approval Required for Certain Plan Amendments. Stockholder approval will be required for any amendment of the Plan that does any
of the following: (a) increases the maximum number of Shares subject to the Plan; (b) changes the designation of the class of persons
eligible to receive ISOs under the Plan; or (c) modifies the Plan in a manner that requires stockholder approval under applicable law
or the rules of a stock exchange or trading system on which Shares are traded.


 


16.4 Restriction
on Repricing or Amending Awards or Plan to Reduce Option or Grant Price. Notwithstanding any other provision of this Plan, the Administrator
may not authorize any amendment of an outstanding Award, and shareholder approval will be required for any amendment of the Plan, that
does any of the following: (a) permits the grant of any Option with an Option Price less than the Fair Market Value of the Shares on
the date of grant; (b) reduces the Option Price of an outstanding Option, either by lowering the Option Price or by canceling an outstanding
Option and granting a replacement Option with a lower exercise price; (c) permits the grant of any SAR with a grant price that is less
than the Fair Market Value of the Shares on the date of grant; or (d) reduces the grant price of an outstanding SAR, either by lowering
the grant price or by canceling an outstanding SAR and granting a replacement SAR with a lower exercise price.


 


Article
17. Withholding


 


The
Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient
to satisfy any applicable taxes (including social security or social charges), domestic or foreign, required by law or regulation to
be withheld with respect to any taxable event arising as a result of this Plan. The Participant may satisfy, totally or in part, such
Participant’s obligations pursuant to this Article by electing to have Shares withheld, to redeliver Shares acquired under an Award,
or to deliver previously owned Shares that have been held for at least six (6) months (or such other period as may be required for securities
law purposes or to avoid the Company’s incurring an adverse accounting charge). Any election made under this Article may be disapproved
by the Administrator at any time in its sole discretion. If an election is disapproved by the Administrator, the Participant must satisfy
his obligations pursuant to this paragraph in cash.


 




    	18



     


    

 


Article
18. Successors


 


All
obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or indirect purchase, through merger, consolidation, or otherwise,
of all or substantially all of the business, stock and/or assets of the Company.


Article
19. Substitute Awards


 


“Substitute
Awards” means Awards granted by the Administrator upon assumption of, or in substitution for, outstanding awards previously granted
by a company or other entity (i) all or a portion of the assets or equity of which is acquired by the Company or (ii) with which the
Company merges or otherwise combines.


 


		(a)	Notwithstanding
                                            any terms or conditions of the Plan to the contrary, Substitute Awards may have substantially
                                            the same terms and conditions, including without limitation provisions relating to vesting,
                                            exercise periods, expiration, payment, forfeiture, and the consequences of termination of
                                            service, as the awards that they replace, as determined by the Administrator in its sole
                                            discretion.



 


		(b)	The
                                            recipient or holder of a Substitute Award shall be an eligible Participant hereunder even
                                            if not an Employee or Director with respect to the Company or an Affiliate.



 


		(c)	In
                                            the case of a Substitute Award, the date of grant may be treated as the effective date of
                                            the grant of such Award under the original plan under which the award was authorized.



 


		(d)	The
                                            per share exercise price of an Option that is a Substitute Award may be less than 100% of
                                            the Fair Market Value of a Share on the date of grant, provided that such substitution or
                                            adjustment complies with applicable laws and regulations, including the listing requirements
                                            of any exchange on which Shares are listed and Section 409A or Section 424 of the Code, as
                                            applicable. The per share exercise price of a SAR that is a Substitute Award or an Adjusted
                                            Award may be less than 100% of the Fair Market Value of a Share on the date of grant, provided
                                            that such substitution or adjustment complies with applicable laws and regulations, including
                                            the listing requirements of any exchange on which the Shares are listed and Section 409A,
                                            as applicable.



 




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Article
20. General Provisions


 


20.1 Gender
and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.


 


20.2 Severability.
If any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining
parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.


 


20.3 Requirements
of Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations,
and to such approvals by any governmental agencies or national securities exchanges as may be required.


 


20.4 Securities
Law Compliance. With respect to Insiders, transactions under this Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the Exchange Act, unless determined otherwise by the Board. To the extent any provision of the Plan or
action by the Administrator fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable
by the Board.


 


20.5 Recoupment
or Clawback. Awards under the Plan shall be subject to such Company policies or such applicable statutes, rules, or regulations regarding
recoupment or clawback as may be in effect from time-to-time, regardless of whether the Participant is in the service of the Company
or an affiliate at the time the events giving rise to the recoupment or clawback occur or are discovered. In particular, and not in limitation
of the foregoing, if for any reason the Company’s financial statements must be restated for any part of a performance period to
which an award for a Participant relates or is outstanding as a result of material noncompliance with accounting requirements, then such
award will be forfeited, and be repaid to the Company, in such amount or to such extent as the Administrator shall determine. As used
herein, a recoupment policy includes any policy of the type contemplated by Section 10D of the Securities Exchange Act of 1934, as amended,
any rules or regulations of the Securities and Exchange Commission adopted pursuant thereto, or any related rules or listing standards
of any national securities exchange or national securities association applicable to the Company.


 


20.6 Listing.
The Company may use reasonable endeavors to register Shares issued pursuant to Awards with the United States Securities and Exchange
Commission or to effect compliance with the registration, qualification, and listing requirements of any state or foreign securities
laws, stock exchange, or trading system.


 


20.7 Inability
to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company
of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.


 


20.8 No
Additional Rights. No individual or Participant shall have any claim to be granted any Award under the Plan, and the Company has
no obligation for uniformity of treatment of Participants under the Plan. Furthermore, nothing in the Plan or any Award granted under
the Plan shall be deemed to constitute an employment contract or confer or be deemed to confer on any Participant any right to continue
in the employ of, or to continue any other relationship with, the Company or any Subsidiary or to limit in any way the right of the Company
or any Subsidiary to terminate a Participant’s employment or other relationship at any time, with or without Cause.


 




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20.9 Noncertificated
Shares. To the extent that the Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such
Shares may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange
or trading system.


 


20.10 Governing
Law. The Plan and each Award Agreement shall be governed by the internal laws of the state of Delaware, excluding any conflicts
or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another
jurisdiction. Unless otherwise provided in the Award Agreement, recipients of an Award under the Plan are deemed to submit to the exclusive
jurisdiction and venue of the federal or state courts whose jurisdiction covers Delaware, to resolve any and all issues that may arise
out of or relate to the Plan or any related Award Agreement.


 


20.11 Participants
in Other Countries or Jurisdictions. Without amending the Plan, the Administrator may grant Awards to eligible persons who are foreign
nationals on such terms and conditions different from those specified in the Plan, as may, in the judgment of the Administrator, be necessary
or desirable to foster and promote achievement of the purposes of the Plan and shall have the authority to adopt such modifications,
procedures, subplans and the like as may be necessary or desirable to comply with provisions of the laws or regulations of other countries
or jurisdictions in which the Company or any Subsidiary may operate or have employees to ensure the viability of the benefits from Awards
granted to Participants employed in such countries or jurisdictions, meet the requirements that permit the Plan to operate in a qualified
or tax efficient manner, comply with applicable foreign laws or regulations and meet the objectives of the Plan.


 


20.12 Compliance
with Section 409A. It is intended that Awards under the Plan are either exempt from Section 409A or are structured to comply with
the requirements of Section 409A. The Plan shall be administered and interpreted in accordance with that intent. By way of example, the
following rules shall apply:


 


		(a)	Any
                                            provision of the Plan that would conflict with the requirements of a Section 409A Award shall
                                            not apply to a Section 409A Award.



 


		(b)	Any
                                            adjustment or modification to a Section 409A Award shall be made in compliance with Section
                                            409A (e.g., any adjustment to an Option or SAR under Section 4.2 hereof shall be made in
                                            accordance with the requirements of Section 409A).



 


		(c)	For
                                            Section 409A Awards, all rights to amend, terminate or modify the Plan or any Award are subject
                                            to the requirements and limitations of Section 409A.



 




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		(d)	For
                                            Section 409A Awards, any payment or distribution that is triggered upon termination or cessation
                                            of employment or a comparable event shall be interpreted consistent with the definition of
                                            “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h).



 


		(e)	With
                                            respect to amounts payable under a Section 409A Award, in the event that a Participant is
                                            a “specified employee” as defined in Section 409A, any amount that is payable
                                            in connection with the Participant’s separation from service shall not be paid prior
                                            to the date which is six months after the date the Participant separates from service (or,
                                            if earlier, the date the Participant dies). A Participant who is subject to the restriction
                                            described in the previous sentence shall be paid on the first day of the seventh month after
                                            the Participant’s separation from service an amount equal to the benefit that the Participant
                                            would have received during such six-month period absent the restriction.



 


While
the Company intends for Awards to either be exempt from or in compliance with Section 409A, neither the Company nor the Administrator
shall be liable to any person for the tax consequences of any failure to comply with the requirements of Section 409A or any other tax
consequences relating to Awards under this Plan.


 


20.13 Facility
of Payment. If any Participant is determined by the Administrator to be incompetent by reason of physical or mental disability to
receive a payment hereunder or to exercise an Award, then the Administrator may cause the payment or payments becoming due to such person
and/or the exercise of the Award to be made to and/or by such Participant’s legal representative for the benefit of the Participant,
upon such proof of representation as the Administrator shall determine; provided, however, the Administrator and the Company shall not
be responsible to follow how any payment is applied by such representative.


 


20.14 Deferrals.
Subject to the requirements of Section 409A, the Administrator may in its sole discretion permit or require a Participant to defer such
Participant’s receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant by virtue
of the lapse or waiver of restrictions with respect to Restricted Stock, payment of a Stock Award or the satisfaction of any requirements
or goals with respect to Restricted Stock Units, Performance Units/Shares and Cash-Based Awards. If any such deferral election is required
or permitted, the Administrator shall, in its sole discretion, establish rules and procedures for such payment deferrals provided that
such rules must comply with the requirements of Section 409A.


 


	 	MINIM, INC.
	 	 
	 	By:	/s/ Sean Doherty
	 	Title:	Chief Financial Officer
	 	Date:	November 15, 2021




 


	Dated of Adoption by the Board:	November 9, 2021	 
	Date of Stockholder Approval:	 	 




 




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