BLUE
STAR FOODS CORP. 





2018
EQUITY INCENTIVE AWARD PLAN 


 


ARTICLE
1. 


 


PURPOSE



 


The
purpose of the Blue Star Foods Corp. 2018 Equity Incentive Award Plan (as it may be amended from time to time, the “Plan”)
is to promote the success and enhance the value of Blue Star Foods Corp., a Delaware corporation (the “Company”),
by linking the individual interests of the members of the Board, Employees, and Consultants to those of the Company’s stockholders
and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Company’s
stockholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain
the services of members of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the successful
conduct of the Company’s operation is largely dependent.


 


ARTICLE
2. 


 


DEFINITIONS
AND CONSTRUCTION 


 


Wherever
the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise.
The singular pronoun shall include the plural where the context so indicates.


 


2.1
“Administrator” shall mean the entity that conducts the general administration of the Plan as provided in Article
13 hereof. With reference to the duties of the Administrator under the Plan which have been delegated to one or more persons pursuant
to Section 13.6 hereof, or as to which the Board has assumed, the term “Administrator” shall refer to such person(s)
unless the Committee or the Board has revoked such delegation or the Board has terminated the assumption of such duties.


 


2.2
“Affiliate” shall mean any Parent or Subsidiary.


 


2.3
“Applicable Accounting Standards” shall mean Generally Accepted Accounting Principles in the United States,
International Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s
financial statements under United States federal securities laws from time to time.


 


2.4
“Applicable Law” shall mean any applicable law, including without limitation, (i) provisions of the Code,
the Securities Act, the Exchange Act and any rules or regulations thereunder; (ii) corporate, securities, tax or other laws,
statutes, rules, requirements or regulations, whether federal, state, local or foreign; and (iii) rules of any securities
exchange or automated quotation system on which the Shares are listed, quoted or traded.


 






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2.5
“Award” shall mean an Option, a Restricted Stock award, a Restricted Stock Unit award, a Performance Award,
a Dividend Equivalents award, a Deferred Stock award, a Deferred Stock Unit award, a Stock Payment award or a Stock Appreciation
Right, which may be awarded or granted under the Plan (collectively, “Awards”).


 


2.6
“Award Agreement” shall mean any written notice, agreement, terms and conditions, contract or other instrument
or document evidencing an Award, including through electronic medium, which shall contain such terms and conditions with respect
to an Award as the Administrator shall determine consistent with the Plan.


 


2.7
“Board” shall mean the Board of Directors of the Company.


 


2.8
“Cause” shall mean, unless such term or an equivalent term is otherwise defined by the applicable Award Agreement
or other written agreement between a Holder and the Company applicable to an Award, the occurrence of any of the following events:
(i) the Holder’s gross negligence or willful misconduct in the performance of the duties and services with the Company;
(ii) the Holder’s conviction of, or plea of guilty or nolo contendere to, a felony or crime involving moral
turpitude (or any similar crime in any jurisdiction outside the United States); (iii) the Holder’s willful refusal
to perform the duties and responsibilities required of the Holder or as lawfully directed by the Company; (iv) the Holder’s
material breach of any material provision of any employment agreement, confidentiality agreement or other agreement with the Company
or corporate code or policy; (v) any act of fraud, embezzlement, material misappropriation or dishonesty committed by the
Holder against the Company; or (v) any acts, omissions or statements by the Holder which the Company determines to be materially
detrimental or damaging to the reputation, operations, prospects or business relations of the Company.


 


2.9
“Change in Control” shall mean the occurrence, in a single transaction or in a series of related transactions,
of any one or more of the following events:


 


(a)
A transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement
filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons”
(as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its subsidiaries,
an employee benefit plan maintained by the Company or any of its subsidiaries or a “person” that, prior to such transaction,
directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than
50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or


 


(b)
During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with
any new Director(s) (other than a Director designated by a person who shall have entered into an agreement with the Company to
effect a transaction described in Section 2.9(a) or 2.9(c)) whose election by the Board or nomination for election by the
Company’s stockholders was approved by a vote of at least two-thirds of the Directors then still in office who either were
Directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease
for any reason to constitute a majority thereof; or


 






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(c)
The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more
intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition
of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the
acquisition of assets or stock of another entity, in each case other than a transaction:


 


(i)
which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent
(either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of
the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the
Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor
Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding
voting securities immediately after the transaction, and


 


(ii)
after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the
Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 2.9(c)(ii) as
beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held
in the Company prior to the consummation of the transaction; or


 


(d)
The Company’s stockholders approve a liquidation or dissolution of the Company.


 


Notwithstanding
the foregoing, if a Change in Control constitutes a payment event with respect to any portion of an Award that provides for the
deferral of compensation and is subject to Section 409A of the Code, the transaction or event described in subsection (a),
(b), (c) or (d) with respect to such Award (or portion thereof) 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.


 


The
Committee shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a
Change in Control of the Company has occurred pursuant to the above definition, and the date of the occurrence of such Change
in Control and any incidental matters relating thereto; provided that any exercise of authority is in conjunction with a determination
of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5)
shall be consistent with such regulation.


 


2.10
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, together with the regulations
and official guidance promulgated thereunder, whether issued prior or subsequent to the grant of any Award.


 


2.11
“Committee” shall mean the Compensation Committee of the Board, a subcommittee of the Compensation Committee
of the Board or another committee or subcommittee of the Board, appointed as provided in Section 13.1 hereof.


 


2.12
“Common Stock” shall mean the common stock of the Company, par value $0.0001 per share.


 






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2.13
“Company” shall have the meaning set forth in Article 1 hereof.


 


2.14
“Consultant” shall mean any consultant or advisor engaged to provide services to the Company or any Affiliate
who qualifies as a consultant or advisor under the applicable rules of the Securities and Exchange Commission for registration
of shares on a Form S-8 Registration Statement or any successor Form thereto.


 


2.15
“Covered Employee” shall mean any Employee who is, or could be, a “covered employee” within the
meaning of Section 162(m) of the Code.


 


2.16
“Deferred Stock” shall mean a right to receive Shares awarded under Section 10.4 hereof.


 


2.17
“Deferred Stock Unit” shall mean a right to receive Shares awarded under Section 10.5 hereof.


 


2.18
“Director” shall mean a member of the Board, as constituted from time to time.


 


2.19
“Dividend Equivalent” shall mean a right to receive the equivalent value (in cash or Shares) of dividends paid
on Shares, awarded under Section 10.2 hereof.


 


2.20
“DRO” shall mean a “domestic relations order” as defined by the Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended from time to time, or the rules thereunder.


 


2.21
“Effective Date” shall mean the date the Board adopts the Plan, subject to approval of the Plan by the Company’s
stockholders in accordance with the terms hereof.


 


2.22
“Eligible Individual” shall mean any person who is an Employee, a Consultant or a Non-Employee Director, as
determined by the Administrator.


 


2.23
“Employee” shall mean any officer or other employee (as determined in accordance with Section 3401(c)
of the Code and the Treasury Regulations thereunder) of the Company or any Affiliate.


 


2.24
“Equity Restructuring” shall mean a nonreciprocal transaction between the Company and its stockholders, such
as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that
affects the number or kind of Shares (or other securities of the Company) or the share price of Common Stock (or other securities)
and causes a change in the per share value of the Common Stock underlying outstanding stock-based Awards.


 


2.25
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


2.26
“Fair Market Value” shall mean, as of any given date, the value of a Share determined as follows:


 






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(a)
If the Common Stock is (i) listed on any established securities exchange (such as the New York Stock Exchange, the NASDAQ
Global Market and the NASDAQ Global Select Market), (ii) listed on any national market system or (iii) listed, quoted
or traded on any automated quotation system, its Fair Market Value shall be the closing sales price for a Share as quoted on such
exchange or system for such date or, if there is no closing sales price for a Share on the date in question, the closing sales
price for a Share on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable;


 


(b)
If the Common Stock is not listed on an established securities exchange, national market system or automated quotation system,
but the Common Stock is regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high
bid and low asked prices for such date or, if there are no high bid and low asked prices for a Share on such date, the high bid
and low asked prices for a Share on the last preceding date for which such information exists, as reported in The Wall Street
Journal or such other source as the Administrator deems reliable; or


 


(c)
If the Common Stock is neither listed on an established securities exchange, national market system or automated quotation system
nor regularly quoted by a recognized securities dealer, its Fair Market Value shall be established by the Administrator in good
faith.


 


2.27
“Good Reason” shall mean, unless such term or an equivalent term is otherwise defined by the applicable Award
Agreement or other written agreement between a Holder and the Company applicable to an Award, with respect to any particular Holder,
the Holder’s resignation from all positions he or she then-holds with the Company if (A) without Holder’s written
consent (I) there is a material reduction of the Holder’s base salary; provided, however, that a material
reduction in the Holder’s base salary pursuant to a salary reduction program affecting all or substantially all of the employees
of the Company and that does not adversely affect Holder to a greater extent than other similarly situated employees shall not
constitute Good Reason; or (II) the Holder is required to relocate his or her primary work location to a facility or location
that would increase the Holder’s one way commute distance by more than fifty (50) miles from the Holder’s primary
work location as of immediately prior to such change, (B) the Holder provides written notice outlining such conditions, acts
or omissions to the Company’s General Counsel within thirty (30) days immediately following such material change or
reduction, (C) such material change or reduction is not remedied by the Company within thirty (30) days following the
Company’s receipt of such written notice and (D) the Holder’s resignation is effective not later than thirty
(30) days after the expiration of such thirty (30) day cure period.


 


2.28
“Greater Than 10% Stockholder” shall mean an individual then owning (within the meaning of Section 424(d)
of the Code) more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any
“parent corporation” or “subsidiary corporation” (as defined in Sections 424(e) and 424(f) of the Code,
respectively).


 


2.29
“Holder” shall mean a person who has been granted an Award.


 


2.30
“Incentive Stock Option” shall mean an Option that is intended to qualify as an incentive stock option and
conforms to the applicable provisions of Section 422 of the Code.


 






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2.31
“Non-Employee Director” shall mean a Director of the Company who is not an Employee.


 


2.32
“Non-Employee Director Equity Compensation Policy” shall have the meaning set forth in Section 4.6 hereof.


 


2.33
“Non-Qualified Stock Option” shall mean an Option that is not an Incentive Stock Option or which is designated
as an Incentive Stock Option but does not meet the applicable requirements of Section 422 of the Code.


 


2.34
“Option” shall mean a right to purchase Shares at a specified exercise price, granted under Article 6 hereof.
An Option shall be either a Non-Qualified Stock Option or an Incentive Stock Option; provided, however, that Options
granted to Non-Employee Directors and Consultants shall only be Non-Qualified Stock Options.


 


2.35
“Option Term” shall have the meaning set forth in Section 6.4 hereof.


 


2.36
“Parent” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain
of entities ending with the Company if each of the entities other than the Company beneficially owns, at the time of the determination,
securities or interests representing more than fifty percent (50%) of the total combined voting power of all classes of securities
or interests in one of the other entities in such chain.


 


2.37
“Performance Award” shall mean a cash bonus award, stock bonus award, performance award or incentive award
that is paid in cash, Shares or a combination of both, awarded under Section 10.1 hereof.


 


2.38
“Performance-Based Compensation” shall mean any compensation that is intended to qualify as “performance-based
compensation” as described in Section 162(m)(4)(C) of the Code.


 


2.39
“Performance Criteria” shall mean the criteria (and adjustments) that the Committee selects for an Award for
purposes of establishing the Performance Goal or Performance Goals for a Performance Period, determined as follows:


 


(a)
The Performance Criteria that shall be used to establish Performance Goals are limited to the following: (i) net earnings
or losses (either before or after one or more of the following: (A) interest, (B) taxes, (C) depreciation, (D) amortization
and (E) non-cash equity-based compensation expense); (ii) gross or net sales or revenue or sales or revenue growth;
(iii) net income (either before or after taxes); (iv) adjusted net income; (v) operating income, earnings or profit
(either before or after taxes); (vi) cash flow (including, but not limited to, cash flow return on investments, operating
cash flow and free cash flow); (vii) return on assets; (viii) return on capital (or invested capital) and cost of capital;
(ix) return on stockholders’ equity; (x) total stockholder return; (xi) return on sales; (xii) gross
or net profit or operating margin; (xiii) costs, reductions in costs and cost control measures; (xiv) funds from operations;
(xv) expenses; (xvi) working capital; (xvii) earnings or loss per Share; (xviii) adjusted earnings or loss
per share; (xix) price per Share or dividends per share (or appreciation in and/or maintenance of such price of dividends);
(xx) regulatory achievements or compliance (including, without limitation, regulatory body approval for commercialization
of a product); (xxi) implementation or completion of critical projects; (xxii) market share; (xxiii) economic value;
(xxiv) debt levels or reduction; (xxv) customer retention; (xxvi) sales-related goals; (xxvii) comparisons
with other stock market indices; (xxviii) operating efficiency; (xxix) customer satisfaction and/or growth; (xxx) employee
satisfaction; (xxxi) research and development achievements; (xxxii) financing and other capital raising transactions;
(xxxiii) recruiting and maintaining personnel; and (xxxiv) year-end cash, any of which may be measured either in absolute
terms for the Company or any department or operating unit of the Company or as compared to any incremental increase or decrease
or as compared to results of a peer group or to market performance indicators or indices.


 






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(b)
The Administrator may, in its sole discretion, provide that one or more objectively determinable adjustments shall be made to
one or more of the Performance Goals. Such adjustments may include, but are not limited to, one or more of the following: (i) items
related to a change in accounting principle; (ii) items relating to financing activities; (iii) expenses for restructuring
or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items attributable
to the business operations of any entity acquired by the Company during the Performance Period; (vii) items related to the
sale or disposition of a business or segment of a business; (viii) items related to discontinued operations that do not qualify
as a segment of a business under Applicable Accounting Standards; (ix) items attributable to any stock dividend, stock split,
combination or exchange of stock occurring during the Performance Period; (x) any other items of significant income or expense
which are determined to be appropriate adjustments; (xi) items relating to unusual or extraordinary corporate transactions,
events or developments, (xii) items related to amortization of acquired intangible assets; (xiii) items that are outside
the scope of the Company’s core, on-going business activities; (xiv) items related to acquired in-process research
and development; (xv) items relating to changes in tax laws; (xvi) items relating to major licensing or partnership
arrangements; (xvii) items relating to asset impairment charges; (xviii) items relating to gains or losses for litigation,
arbitration and contractual settlements; or (xix) items relating to any other unusual or nonrecurring events or changes in
Applicable Laws, accounting principles or business conditions. For all Awards intended to qualify as Performance-Based Compensation,
such determinations shall be made within the time prescribed by, and otherwise in compliance with, Section 162(m) of the
Code.


 


2.40
“Performance Goals” shall mean, with respect to a Performance Period, one or more goals established in writing
by the Administrator for the Performance Period based upon one or more Performance Criteria. Depending on the Performance Criteria
used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the
performance of an Affiliate, a division, business unit or one or more individuals. The achievement of each Performance Goal shall
be determined, to the extent applicable, with reference to Applicable Accounting Standards.


 


2.41
“Performance Period” shall mean one or more periods of time, which may be of varying and overlapping durations,
as the Administrator may select, over which the attainment of one or more Performance Goals will be measured for the purpose of
determining a Holder’s right to, and the payment of, a Performance Award.


 


2.42
“Performance Stock Unit” shall mean a Performance Award awarded under Section 10.1 hereof which is denominated
in units of value including dollar value of shares of Common Stock.


 






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2.43
“Permitted Transferee” shall mean, with respect to a Holder, any “family member” of the Holder,
as defined under the General Instructions to Form S-8 Registration Statement under the Securities Act or any successor Form thereto,
or any other transferee specifically approved by the Administrator, after taking into account Applicable Law.


 


2.44
“Plan” shall have the meaning set forth in Article 1 hereof.


 


2.45
“Program” shall mean any program adopted by the Administrator pursuant to the Plan containing the terms and
conditions intended to govern a specified type of Award granted under the Plan and pursuant to which such type of Award may be
granted under the Plan.


 


2.46
“Restricted Stock” shall mean an award of Shares made under Article 8 hereof that is subject to certain restrictions
and may be subject to risk of forfeiture or repurchase.


 


2.47
“Restricted Stock Unit” shall mean a contractual right awarded under Article 9 hereof to receive in the future
a Share or the Fair Market Value of a Share in cash.


 


2.48
“Securities Act” shall mean the Securities Act of 1933, as amended.


 


2.49
“Shares” shall mean shares of Common Stock.


 


2.50
“Share Limit” shall have the meaning set forth in Section 3.1(a) hereof.


 


2.51
“Stock Appreciation Right” shall mean a stock appreciation right granted under Article 11 hereof.


 


2.52
“Stock Appreciation Right Term” shall have the meaning set forth in Section 11.4 hereof.


 


2.53
“Stock Payment” shall mean (a) a payment in the form of Shares, or (b) an option or other right to
purchase Shares, as part of a bonus, deferred compensation or other arrangement, awarded under Section 10.3 hereof.


 


2.54
“Subsidiary” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain
of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns,
at the time of the determination, securities or interests representing more than fifty percent (50%) of the total combined
voting power of all classes of securities or interests in one of the other entities in such chain.


 


2.55
“Substitute Award” shall mean an Award granted under the Plan upon the assumption of, or in substitution for,
outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, such as
a merger, combination, consolidation or acquisition of property or stock; provided, however, that in no event shall
the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing
of an Option or Stock Appreciation Right.


 






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2.56
“Termination of Service” shall mean:


 


(a)
As to a Consultant, the time when the engagement of a Holder as a Consultant to the Company or an Affiliate is terminated for
any reason, with or without cause, including, without limitation, by resignation, discharge, death or retirement, but excluding
terminations where the Consultant simultaneously commences or remains in employment or service with the Company or any Affiliate.


 


(b)
As to a Non-Employee Director, the time when a Holder who is a Non-Employee Director ceases to be a Director for any reason, including,
without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations where
the Holder simultaneously commences or remains in employment or service with the Company or any Affiliate.


 


(c)
As to an Employee, the time when the employee-employer relationship between a Holder and the Company or any Affiliate is terminated
for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement; but excluding
terminations where the Holder simultaneously commences or remains in employment or service with the Company or any Affiliate.


 


The
Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to Terminations of Service,
including, without limitation, the question of whether a Termination of Service resulted from a discharge for cause and all questions
of whether particular leaves of absence constitute a Termination of Service; provided, however, that, with respect
to Incentive Stock Options, unless the Administrator otherwise provides in the terms of the Program, the Award Agreement or otherwise,
a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship
shall constitute a Termination of Service only if, and to the extent that, such leave of absence, change in status or other change
interrupts employment for the purposes of Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings
under said Section. For purposes of the Plan, a Holder’s employee-employer relationship or consultancy relations shall be
deemed to be terminated in the event that the Affiliate employing or contracting with such Holder ceases to remain an Affiliate
following any merger, sale of stock or other corporate transaction or event (including, without limitation, a spin-off).


 


ARTICLE
3. 


 


SHARES
SUBJECT TO THE PLAN 


 


3.1
Number of Shares.


 


(a)
Subject to Sections 14.1, 14.2 and 3.1(b) hereof, the aggregate number of Shares which may be issued or transferred pursuant to
Awards under the Plan shall be 7,500,00 ( the “Share Limit”). Notwithstanding the foregoing, to the extent
permitted under Applicable Law, Awards that provide for the delivery of Shares subsequent to the applicable grant date may be
granted in excess of the Share Limit if such Awards provide for the forfeiture or cash settlement of such Awards to the extent
that insufficient Shares remain under the Share Limit in this Section 3.1 at the time that Shares would otherwise be issued
in respect of such Award.


 






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(b)
If any Shares subject to an Award are forfeited or expire or such Award is settled for cash (in whole or in part), the Shares
subject to such Award shall, to the extent of such forfeiture, expiration or cash settlement, again be available for future grants
of Awards under the Plan and shall be added back to the Share Limit. In addition, the following Shares shall be available for
future grants of Awards under the Plan and shall be added back to the Share Limit: (i) Shares tendered by a Holder or withheld
by the Company in payment of the exercise price of an Option; (ii) Shares tendered by the Holder or withheld by the Company
to satisfy any tax withholding obligation with respect to an Award; and (iii) Shares subject to Stock Appreciation Rights
that are not issued in connection with the stock settlement of the Stock Appreciation Rights on exercise thereof. Notwithstanding
anything to the contrary contained herein, Shares purchased on the open market with the cash proceeds from the exercise of Options
shall not be added back to the Share Limit and shall not be available for future grants of Awards. Any Shares repurchased by the
Company under Section 8.4 hereof at the same price paid by the Holder or a lower price so that such Shares are returned to
the Company will again be available for Awards. The payment of Dividend Equivalents in cash in conjunction with any outstanding
Awards shall not be counted against the Shares available for issuance under the Plan. Notwithstanding the provisions of this Section 3.1(b),
no Shares may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as
an incentive stock option under Section 422 of the Code.


 


(c)
Substitute Awards shall not reduce the Shares authorized for grant under the Plan. Additionally, in the event that a company acquired
by the Company or any Affiliate or with which the Company or any Affiliate combines has shares available under a pre-existing
plan approved by its stockholders and not adopted in contemplation of such acquisition or combination, the shares available for
grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other
adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the
holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall
not reduce the Shares authorized for grant under the Plan; provided that Awards using such available shares shall not be
made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or
combination, and shall only be made to individuals who were not employed by or providing services to the Company or its Affiliates
immediately prior to such acquisition or combination.


 


3.2
Stock Distributed. Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued
Common Stock, treasury Common Stock or Common Stock purchased on the open market.


 


ARTICLE
4. 


 


GRANTING
OF AWARDS 


 


4.1
Participation. The Administrator may, from time to time, select from among all Eligible Individuals, those to whom an Award
shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements
of the Plan. Except as provided in Section 4.6 hereof regarding the grant of Awards pursuant to the Non-Employee Director
Equity Compensation Policy, no Eligible Individual shall have any right to be granted an Award pursuant to the Plan.


 






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4.2
Award Agreement. Each Award shall be evidenced by an Award Agreement that sets forth the terms, conditions and limitations
for such Award, which may include the term of the Award, the provisions applicable in the event of the Holder’s Termination
of Service, and the Company’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an Award.
Award Agreements evidencing Awards intended to qualify as Performance-Based Compensation shall contain such terms and conditions
as may be necessary to meet the applicable provisions of Section 162(m) of the Code. Award Agreements evidencing Incentive
Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422
of the Code.


 


4.3
Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan, and any Award
granted or awarded to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to any additional
limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the
Exchange Act and any amendments thereto) that are requirements for the application of such exemptive rule. To the extent permitted
by Applicable Law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform
to such applicable exemptive rule.


 


4.4
At-Will Service; Voluntary Participation. Nothing in the Plan or in any Program or Award Agreement hereunder shall confer
upon any Holder any right to continue in the employ of, or as a Director or Consultant for, the Company or any Affiliate, or shall
interfere with or restrict in any way the rights of the Company and any Affiliate, which rights are hereby expressly reserved,
to discharge any Holder at any time for any reason whatsoever, with or without cause, and with or without notice, or to terminate
or change all other terms and conditions of employment or engagement, except to the extent expressly provided otherwise in a written
agreement between the Holder and the Company or any Affiliate. Participation by each Holder in the Plan shall be voluntary and
nothing in the Plan shall be construed as mandating that any Eligible Individual shall participate in the Plan.


 


4.5
Foreign Holders. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in countries
other than the United States in which the Company and its Affiliates operate or have Employees, Non-Employee Directors or Consultants,
or in order to comply with the requirements of any foreign securities exchange, the Administrator, in its sole discretion, shall
have the power and authority to: (a) determine which Affiliates shall be covered by the Plan; (b) determine which Eligible
Individuals outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions of any
Award granted to Eligible Individuals outside the United States to comply with applicable foreign laws or listing requirements
of any such foreign securities exchange; (d) establish subplans and modify exercise procedures and other terms and procedures,
to the extent such actions may be necessary or advisable (any such subplans and/or modifications shall be attached to the Plan
as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitations
contained in Sections 3.1, 3.3 and 3.4 hereof; and (e) take any action, before or after an Award is made, that it deems advisable
to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements
of any such foreign securities exchange. Notwithstanding the foregoing, the Administrator may not take any actions hereunder,
and no Awards shall be granted, that would violate the Code, the Exchange Act, the Securities Act, any other securities law or
governing statute, the rules of the securities exchange or automated quotation system on which the Shares are listed, quoted or
traded or any other Applicable Law. For purposes of the Plan, all references to foreign laws, rules, regulations or taxes shall
be references to the laws, rules, regulations and taxes of any applicable jurisdiction other than the United States or a political
subdivision thereof.


 






    	 	 11	 



    	 



    

 


4.6
Non-Employee Director Awards. The Administrator may, in its discretion, provide that Awards granted to Non-Employee Directors
shall be granted pursuant to a written non-discretionary formula established by the Administrator (the “Non-Employee
Director Equity Compensation Policy”), subject to the limitations of the Plan. The Non-Employee Director Equity Compensation
Policy shall set forth the type of Award(s) to be granted to Non-Employee Directors, the number of Shares to be subject to Non-Employee
Director Awards, the conditions on which such Awards shall be granted, become exercisable and/or payable and expire, and such
other terms and conditions as the Administrator shall determine in its discretion. The Non-Employee Director Equity Compensation
Policy may be modified by the Administrator from time to time in its discretion.


 


4.7
Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the sole discretion of the Administrator, be
granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition
to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other
Awards.


 


ARTICLE
5. 


 


PROVISIONS
APPLICABLE TO AWARDS INTENDED TO QUALIFY AS PERFORMANCE-BASED COMPENSATION. 


 


5.1
Purpose. The Committee, in its sole discretion, may determine at the time an Award is granted or at any time thereafter
whether any Award is intended to qualify as Performance-Based Compensation. If the Committee, in its sole discretion, decides
to grant such an Award to an Eligible Individual that is intended to qualify as Performance-Based Compensation, then the provisions
of this Article 5 shall control over any contrary provision contained in the Plan. The Administrator may in its sole discretion
(i) grant Awards to other Eligible Individuals that are based on Performance Criteria or Performance Goals but that do not
satisfy the requirements of this Article 5 and that are not intended to qualify as Performance-Based Compensation and (ii) subject
any Awards intended to qualify as Performance-Based Compensation to additional conditions and restrictions unrelated to any Performance
Criteria or Performance Goals (including, without limitation, continued employment or service requirements) to the extent such
Awards otherwise satisfy the requirements of this Article 5 with respect to the Performance Criteria and Performance Goals applicable
thereto. Unless otherwise specified by the Committee at the time of grant, the Performance Criteria with respect to an Award intended
to be Performance-Based Compensation payable to a Covered Employee shall be determined on the basis of Applicable Accounting Standards.


 






    	 	 12	 



    	 



    

 


5.2
Applicability. The grant of an Award to an Eligible Individual for a particular Performance Period shall not require the
grant of an Award to such Eligible Individual in any subsequent Performance Period and the grant of an Award to any one Eligible
Individual shall not require the grant of an Award to any other Eligible Individual in such period or in any other period.


 


5.3
Types of Awards. Notwithstanding anything in the Plan to the contrary, the Committee may grant any Award to an Eligible
Individual intended to qualify as Performance-Based Compensation, including, without limitation, Restricted Stock the restrictions
with respect to which lapse upon the attainment of specified Performance Goals, Restricted Stock Units that vest and become payable
upon the attainment of specified Performance Goals and any Performance Awards described in Article 10 hereof that vest or become
exercisable or payable upon the attainment of one or more specified Performance Goals.


 


5.4
Procedures with Respect to Performance-Based Awards. To the extent necessary to comply with the requirements of Section 162(m)(4)(C)
of the Code, with respect to any Award granted to one or more Eligible Individuals which is intended to qualify as Performance-Based
Compensation, no later than ninety (90) days following the commencement of any Performance Period or any designated fiscal
period or period of service (or such earlier time as may be required under Section 162(m) of the Code), the Committee shall,
in writing, (a) designate one or more Eligible Individuals, (b) select the Performance Criteria applicable to the Performance
Period, (c) establish the Performance Goals, and amounts of such Awards, as applicable, which may be earned for such Performance
Period based on the Performance Goals, and (d) specify the relationship between the Performance Criteria and the Performance
Goals and the amounts of such Awards, as applicable, to be earned by each Covered Employee for such Performance Period. Following
the completion of each Performance Period, the Committee shall certify in writing whether and the extent to which the applicable
Performance Goals have been achieved for such Performance Period. In determining the amount earned under such Awards, unless otherwise
provided in an applicable Program or Award Agreement, the Committee shall have the right to reduce or eliminate (but not to increase)
the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant,
including the assessment of individual or corporate performance for the Performance Period.


 


5.5
Payment of Performance-Based Awards. Unless otherwise provided in the applicable Program or Award Agreement or pursuant
to Section 14.2 hereof and only to the extent otherwise permitted by Section 162(m)(4)(C) of the Code, as to an Award
that is intended to qualify as Performance-Based Compensation, the Holder must be employed by the Company or an Affiliate throughout
the applicable Performance Period. Unless otherwise provided in the applicable Performance Goals, Program or Award Agreement,
a Holder shall be eligible to receive payment pursuant to such Awards for a Performance Period only if and to the extent the Performance
Goals for such applicable Performance Period are achieved.


 


5.6
Additional Limitations. Notwithstanding any other provision of the Plan and except as otherwise determined by the Administrator,
any Award which is granted to an Eligible Individual and is intended to qualify as Performance-Based Compensation shall be subject
to any additional limitations set forth in Section 162(m) of the Code or any regulations or rulings issued thereunder that
are requirements for qualification as Performance-Based Compensation, and the Plan, the Program and the Award Agreement shall
be deemed amended to the extent necessary to conform to such requirements.


 






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ARTICLE
6. 


 


GRANTING
OF OPTIONS 


 


6.1
Granting of Options to Eligible Individuals. The Administrator is authorized to grant Options to Eligible Individuals from
time to time, in its sole discretion, on such terms and conditions as it may determine which shall not be inconsistent with the
Plan.


 


6.2
Qualification of Incentive Stock Options. No Incentive Stock Option shall be granted to any person who is not an Employee
of the Company or any subsidiary corporation (as defined in Section 424(f) of the Code) of the Company. No person who qualifies
as a Greater Than 10% Stockholder may be granted an Incentive Stock Option unless such Incentive Stock Option conforms to the
applicable provisions of Section 422 of the Code. Any Incentive Stock Option granted under the Plan may be modified by the
Administrator, with the consent of the Holder, to disqualify such Option from treatment as an “incentive stock option”
under Section 422 of the Code. To the extent that the aggregate fair market value of stock with respect to which “incentive
stock options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code)
are exercisable for the first time by a Holder during any calendar year under the Plan, and all other plans of the Company and
any subsidiary or parent corporation thereof (each as defined in Section 424(f) and (e) of the Code, respectively),
exceeds $100,000, the Options shall be treated as Non-Qualified Stock Options to the extent required by Section 422 of the
Code. The rule set forth in the preceding sentence shall be applied by taking Options and other “incentive stock options”
into account in the order in which they were granted and the Fair Market Value of stock shall be determined as of the time the
respective options were granted. In addition, to the extent that any Options otherwise fail to qualify as Incentive Stock Options,
such Options shall be treated as Nonqualified Stock Options.


 


6.3
Option Exercise Price. Except as provided in Article 14 hereof, the exercise price per Share subject to each Option shall
be set by the Administrator, but shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on
the date the Option is granted (or, as to Incentive Stock Options, on the date the Option is modified, extended or renewed for
purposes of Section 424(h) of the Code). In addition, in the case of Incentive Stock Options granted to a Greater Than 10%
Stockholder, such price shall not be less than one hundred ten percent (110%) of the Fair Market Value of a Share on the
date the Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the
Code).


 


6.4
Option Term. The term of each Option (the “Option Term”) shall be set by the Administrator in its sole
discretion; provided, however, that the Option Term shall not be more than ten (10) years from the date the
Option is granted, or five (5) years from the date an Incentive Stock Option is granted to a Greater Than 10% Stockholder.
The Administrator shall determine the time period, including the time period following a Termination of Service, during which
the Holder has the right to exercise the vested Options, which time period may not extend beyond the last day of the Option Term.
Except as limited by the requirements of Section 409A or Section 422 of the Code and regulations and rulings thereunder,
the Administrator may extend the Option Term of any outstanding Option, may extend the time period during which vested Options
may be exercised following any Termination of Service of the Holder, and may amend any other term or condition of such Option
relating to such a Termination of Service.


 






    	 	 14	 



    	 



    

 


6.5
Option Vesting.


 


(a)
The period during which the right to exercise, in whole or in part, an Option vests in the Holder shall be set by the Administrator
and the Administrator may determine that an Option may not be exercised in whole or in part for a specified period after it is
granted. Such vesting may be based on service with the Company or any Affiliate, any of the Performance Criteria, or any other
criteria selected by the Administrator. At any time after the grant of an Option, the Administrator may, in its sole discretion
and subject to whatever terms and conditions it selects, accelerate the vesting of the Option, including following a Termination
of Service; provided, that in no event shall an Option become exercisable following its expiration, termination or forfeiture.


 


(b)
No portion of an Option which is unexercisable at a Holder’s Termination of Service shall thereafter become exercisable,
except as may be otherwise provided by the Administrator either in the Program, the Award Agreement or by action of the Administrator
following the grant of the Option.


 


6.6
Substitute Awards. Notwithstanding the foregoing provisions of this Article 6 to the contrary, in the case of an Option
that is a Substitute Award, the price per share of the shares subject to such Option may be less than the Fair Market Value per
share on the date of grant; provided that the excess of: (a) the aggregate Fair Market Value (as of the date such
Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate exercise price thereof
does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction
giving rise to the Substitute Award, such fair market value to be determined by the Administrator) of the shares of the predecessor
entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate exercise price of
such shares.


 


6.7
Substitution of Stock Appreciation Rights. The Administrator may provide in the applicable Program or the Award Agreement
evidencing the grant of an Option that the Administrator, in its sole discretion, shall have the right to substitute a Stock Appreciation
Right for such Option at any time prior to or upon exercise of such Option; provided that such Stock Appreciation Right
shall be exercisable with respect to the same number of Shares for which such substituted Option would have been exercisable,
and shall also have the same exercise price, vesting schedule and remaining Option Term as the substituted Option.


 


ARTICLE
7. 


 


EXERCISE
OF OPTIONS


 


7.1
Partial Exercise. An exercisable Option may be exercised in whole or in part. However, an Option shall not be exercisable
with respect to fractional Shares and the Administrator may require that, by the terms of the Option, a partial exercise must
be with respect to a minimum number of Shares.


 






    	 	 15	 



    	 



    

 


7.2
Manner of Exercise. All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the following
to the Secretary of the Company, or such other person or entity designated by the Administrator, or his, her or its office, as
applicable:


 


(a)
A written or electronic notice complying with the applicable rules established by the Administrator stating that the Option, or
a portion thereof, is exercised. The notice shall be signed by the Holder or other person then entitled to exercise the Option
or such portion of the Option;


 


(b)
Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance
with all Applicable Law. The Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate
to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer notices
to agents and registrars;


 


(c)
In the event that the Option shall be exercised pursuant to Section 12.3 hereof by any person or persons other than the Holder,
appropriate proof of the right of such person or persons to exercise the Option, as determined in the sole discretion of the Administrator;
and


 


(d)
Full payment of the exercise price and applicable withholding taxes to the stock administrator of the Company for the shares with
respect to which the Option, or portion thereof, is exercised, in a manner permitted by Section 12.1 and 12.2 hereof.


 


7.3
Notification Regarding Disposition. The Holder shall give the Company prompt written or electronic notice of any disposition
of Shares acquired by exercise of an Incentive Stock Option which occurs within (a) two (2) years from the date of granting
(including the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) of such Option
to such Holder, or (b) one (1) year after the transfer of such shares to such Holder.


 


ARTICLE
8. 


 


AWARD
OF RESTRICTED STOCK 


 


8.1
Award of Restricted Stock.


 


(a)
The Administrator is authorized to grant Restricted Stock to Eligible Individuals, and shall determine the terms and conditions,
including the restrictions applicable to each award of Restricted Stock, which terms and conditions shall not be inconsistent
with the Plan, and may impose such conditions on the issuance of such Restricted Stock as it deems appropriate.


 


(b)
The Administrator shall establish the purchase price, if any, and form of payment for Restricted Stock; provided, however,
that if a purchase price is charged, such purchase price shall be no less than the par value, if any, of the Shares to be purchased,
unless otherwise permitted by Applicable Law. In all cases, legal consideration shall be required for each issuance of Restricted
Stock to the extent required by Applicable Law.


 






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8.2
Rights as Stockholders. Subject to Section 8.4 hereof, upon issuance of Restricted Stock, the Holder shall have, unless
otherwise provided by the Administrator, all the rights of a stockholder with respect to said Shares, subject to the restrictions
in the applicable Program or in each individual Award Agreement, including the right to receive all dividends and other distributions
paid or made with respect to the Shares; provided, however, that, in the sole discretion of the Administrator, any
extraordinary distributions with respect to the Shares shall be subject to the restrictions set forth in Section 8.3 hereof.
In addition, with respect to a share of Restricted Stock with performance-based vesting, dividends which are paid prior to vesting
shall only be paid out to the Holder to the extent that performance-based vesting conditions are subsequently satisfied and the
share of Restricted Stock vests.


 


8.3
Restrictions. All shares of Restricted Stock (including any shares received by Holders thereof with respect to shares of
Restricted Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall, in the terms of the
applicable Program or in each individual Award Agreement, be subject to such restrictions and vesting requirements as the Administrator
shall provide. Such restrictions may include, without limitation, restrictions concerning voting rights and transferability and
such restrictions may lapse separately or in combination at such times and pursuant to such circumstances or based on such criteria
as selected by the Administrator, including, without limitation, criteria based on the Holder’s duration of employment,
directorship or consultancy with the Company, the Performance Criteria, Company or Affiliate performance, individual performance
or other criteria selected by the Administrator. By action taken after the Restricted Stock is issued, the Administrator may,
on such terms and conditions as it may determine to be appropriate, accelerate the vesting of such Restricted Stock by removing
any or all of the restrictions imposed by the terms of the Program and/or the Award Agreement. Restricted Stock may not be sold
or encumbered until all restrictions are terminated or expire.


 


8.4
Repurchase or Forfeiture of Restricted Stock. Except as otherwise determined by the Administrator at the time of the grant
of the Award or thereafter, if no price was paid by the Holder for the Restricted Stock, upon a Termination of Service during
the applicable restriction period, the Holder’s rights in unvested Restricted Stock then subject to restrictions shall lapse,
and such Restricted Stock shall be surrendered to the Company and cancelled without consideration. If a price was paid by the
Holder for the Restricted Stock, upon a Termination of Service during the applicable restriction period, the Company shall have
the right to repurchase from the Holder the unvested Restricted Stock then subject to restrictions at a cash price per share equal
to the price paid by the Holder for such Restricted Stock or such other amount as may be specified in the Program or the Award
Agreement. Notwithstanding the foregoing, the Administrator in its sole discretion may provide that in the event of certain events,
including a Change in Control, the Holder’s death, retirement or disability or any other specified Termination of Service
or any other event, the Holder’s rights in unvested Restricted Stock shall not lapse, such Restricted Stock shall vest and,
if applicable, the Company shall not have a right of repurchase.


 


8.5
Certificates for Restricted Stock. Restricted Stock granted pursuant to the Plan may be evidenced in such manner as the
Administrator shall determine. Certificates or book entries evidencing shares of Restricted Stock must include an appropriate
legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock. The Company may, in it sole discretion,
(a) retain physical possession of any stock certificate evidencing shares of Restricted Stock until the restrictions thereon
shall have lapsed and/or (b) require that the stock certificates evidencing shares of Restricted Stock be held in custody
by a designated escrow agent (which may but need not be the Company) until the restrictions thereon shall have lapsed, and that
the Holder deliver a stock power, endorsed in blank, relating to such Restricted Stock.


 






    	 	 17	 



    	 



    

 


8.6
Section 83(b) Election. If a Holder makes an election under Section 83(b) of the Code to be taxed with respect
to the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the
Holder would otherwise be taxable under Section 83(a) of the Code, the Holder shall be required to deliver a copy of such
election to the Company promptly after filing such election with the Internal Revenue Service.


 


ARTICLE
9.





AWARD
OF RESTRICTED STOCK UNITS


 


9.1
Grant of Restricted Stock Units. The Administrator is authorized to grant Awards of Restricted Stock Units to any Eligible
Individual selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator.


 


9.2
Term. Except as otherwise provided herein, the term of a Restricted Stock Unit award shall be set by the Administrator
in its sole discretion.


 


9.3
Purchase Price. The Administrator shall specify the purchase price, if any, to be paid by the Holder to the Company with
respect to any Restricted Stock Unit award; provided, however, that value of the consideration shall not be less
than the par value of a Share, unless otherwise permitted by Applicable Law.


 


9.4
Vesting of Restricted Stock Units. At the time of grant, the Administrator shall specify the date or dates on which the
Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate,
including, without limitation, vesting based upon the Holder’s duration of service to the Company or any Affiliate, one
or more Performance Criteria, Company performance, individual performance or other specific criteria, in each case on a specified
date or dates or over any period or periods, as determined by the Administrator.


 


9.5
Maturity and Payment. At the time of grant, the Administrator shall specify the maturity date applicable to each grant
of Restricted Stock Units which shall be no earlier than the vesting date or dates of the Award and may be determined at the election
of the Holder (if permitted by the applicable Award Agreement); provided that, except as otherwise determined by the Administrator,
set forth in any applicable Award Agreement, and subject to compliance with Section 409A of the Code, in no event shall the
maturity date relating to each Restricted Stock Unit occur following the later of (a) the fifteenth (15th) day
of the third (3rd) month following the end of calendar year in which the Restricted Stock Unit vests; or (b) the
fifteenth (15th) day of the third (3rd) month following the end of the Company’s fiscal
year in which the Restricted Stock Unit vests. On the maturity date, the Company shall, subject to Section 12.4(e) hereof,
transfer to the Holder one unrestricted, fully transferable Share for each Restricted Stock Unit scheduled to be paid out on such
date and not previously forfeited, or, in the sole discretion of the Administrator, an amount in cash equal to the Fair Market
Value of such shares on the maturity date or a combination of cash and Common Stock as determined by the Administrator.


 






    	 	 18	 



    	 



    

 


9.6
Payment upon Termination of Service. An Award of Restricted Stock Units shall only be payable while the Holder is an Employee,
a Consultant or a member of the Board, as applicable; provided, however, that the Administrator, in its sole and
absolute discretion may provide (in an Award Agreement or otherwise) that a Restricted Stock Unit award may be paid subsequent
to a Termination of Service in certain events, including a Change in Control, the Holder’s death, retirement or disability
or any other specified Termination of Service.


 


9.7
No Rights as a Stockholder. Unless otherwise determined by the Administrator, a Holder who is awarded Restricted Stock
Units shall possess no incidents of ownership with respect to the Shares represented by such Restricted Stock Units, unless and
until the same are transferred to the Holder pursuant to the terms of this Plan and the Award Agreement.


 


9.8
Dividend Equivalents. Subject to Section 10.2 hereof, the Administrator may, in its sole discretion, provide that
Dividend Equivalents shall be earned by a Holder of Restricted Stock Units based on dividends declared on the Common Stock, to
be credited as of dividend payment dates during the period between the date an Award of Restricted Stock Units is granted to a
Holder and the maturity date of such Award.


 


ARTICLE
10.


 


AWARD
OF PERFORMANCE AWARDS, DIVIDEND EQUIVALENTS, STOCK PAYMENTS, DEFERRED STOCK, DEFERRED STOCK UNITS 


 


10.1
Performance Awards.


 


(a)
The Administrator is authorized to grant Performance Awards, including Awards of Performance Stock Units, to any Eligible Individual
and to determine whether such Performance Awards shall be Performance-Based Compensation. The value of Performance Awards, including
Performance Stock Units, may be linked to any one or more of the Performance Criteria or other specific criteria determined by
the Administrator, in each case on a specified date or dates or over any period or periods determined by the Administrator. Performance
Awards, including Performance Stock Unit awards may be paid in cash, Shares, or a combination of cash and Shares, as determined
by the Administrator.


 


(b)
Without limiting Section 10.1(a) hereof, the Administrator may grant Performance Awards to any Eligible Individual in the
form of a cash bonus payable upon the attainment of objective Performance Goals, or such other criteria, whether or not objective,
which are established by the Administrator, in each case on a specified date or dates or over any period or periods determined
by the Administrator. Any such bonuses paid to a Holder which are intended to be Performance-Based Compensation shall be based
upon objectively determinable bonus formulas established in accordance with the provisions of Article 5 hereof.


 






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10.2
Dividend Equivalents.


 


(a)
Dividend Equivalents may be granted by the Administrator based on dividends declared on the Common Stock, to be credited as of
dividend payment dates during the period between the date an Award is granted to a Holder and the date such Award vests, is exercised,
is distributed or expires, as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional
shares of Common Stock by such formula and at such time and subject to such limitations as may be determined by the Administrator.
Notwithstanding the foregoing, with respect to Performance-Based Compensation, dividends which are paid prior to vesting shall
only be paid out to the Holder to the extent that performance-based vesting conditions are subsequently satisfied and the Performance-Based
Compensation vests.


 


(b)
Notwithstanding the foregoing, no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights.


 


10.3
Stock Payments. The Administrator is authorized to make Stock Payments to any Eligible Individual. The number or value
of Shares of any Stock Payment shall be determined by the Administrator and may be based upon one or more Performance Criteria
or any other specific criteria, including service to the Company or any Affiliate, determined by the Administrator. Shares underlying
a Stock Payment which is subject to a vesting schedule or other conditions or criteria set by the Administrator will not be issued
until those conditions have been satisfied. Unless otherwise provided by the Administrator, a Holder of a Stock Payment shall
have no rights as a Company stockholder with respect to such Stock Payment until such time as the Stock Payment has vested and
the Shares underlying the Award have been issued to the Holder. Stock Payments may, but are not required to, be made in lieu of
base salary, bonus, fees or other cash compensation otherwise payable to such Eligible Individual.


 


10.4
Deferred Stock. The Administrator is authorized to grant Deferred Stock to any Eligible Individual. The number of shares
of Deferred Stock shall be determined by the Administrator and may (but is not required to) be based on one or more Performance
Criteria or other specific criteria, including service to the Company or any Affiliate, as the Administrator determines, in each
case on a specified date or dates or over any period or periods determined by the Administrator. Shares underlying a Deferred
Stock award which is subject to a vesting schedule or other conditions or criteria set by the Administrator will be issued on
the vesting date(s) or date(s) that those conditions and criteria have been satisfied, as applicable. Unless otherwise provided
by the Administrator, a Holder of Deferred Stock shall have no rights as a Company stockholder with respect to such Deferred Stock
until such time as the Award has vested and any other applicable conditions and/or criteria have been satisfied and the Shares
underlying the Award have been issued to the Holder.


 


10.5
Deferred Stock Units. The Administrator is authorized to grant Deferred Stock Units to any Eligible Individual. The number
of Deferred Stock Units shall be determined by the Administrator and may (but is not required to) be based on one or more Performance
Criteria or other specific criteria, including service to the Company or any Affiliate, as the Administrator determines, in each
case on a specified date or dates or over any period or periods determined by the Administrator. Each Deferred Stock Unit shall
entitle the Holder thereof to receive one share of Common Stock on the date the Deferred Stock Unit becomes vested or upon a specified
settlement date thereafter (which settlement date may (but is not required to) be the date of the Holder’s Termination of
Service). Shares underlying a Deferred Stock Unit award which is subject to a vesting schedule or other conditions or criteria
set by the Administrator will not be issued until on or following the date that those conditions and criteria have been satisfied.
Unless otherwise provided by the Administrator, a Holder of Deferred Stock Units shall have no rights as a Company stockholder
with respect to such Deferred Stock Units until such time as the Award has vested and any other applicable conditions and/or criteria
have been satisfied and the Shares underlying the Award have been issued to the Holder.


 






    	 	 20	 



    	 



    

 


10.6
Term. The term of a Performance Award, Dividend Equivalent award, Stock Payment award, Deferred Stock award and/or Deferred
Stock Unit award shall be set by the Administrator in its sole discretion.


 


10.7
Purchase Price. The Administrator may establish the purchase price of a Performance Award, Shares distributed as a Stock
Payment award, shares of Deferred Stock or Shares distributed pursuant to a Deferred Stock Unit award; provided, however,
that value of the consideration shall not be less than the par value of a Share, unless otherwise permitted by Applicable Law.


 


10.8
Termination of Service. A Performance Award, Stock Payment award, Dividend Equivalent award, Deferred Stock award and/or
Deferred Stock Unit award is distributable only while the Holder is an Employee, Director or Consultant, as applicable. The Administrator,
however, in its sole discretion may provide that the Performance Award, Dividend Equivalent award, Stock Payment award, Deferred
Stock award and/or Deferred Stock Unit award may be distributed subsequent to a Termination of Service in certain events, including
a Change in Control, the Holder’s death, retirement or disability or any other specified Termination of Service.


 


ARTICLE
11. 


 


AWARD
OF STOCK APPRECIATION RIGHTS 


 


11.1
Grant of Stock Appreciation Rights.


 


 


 


(a)
The Administrator is authorized to grant Stock Appreciation Rights to Eligible Individuals from time to time, in its sole discretion,
on such terms and conditions as it may determine consistent with the Plan.


 


(b)
A Stock Appreciation Right shall entitle the Holder (or other person entitled to exercise the Stock Appreciation Right pursuant
to the Plan) to exercise all or a specified portion of the Stock Appreciation Right (to the extent then exercisable pursuant to
its terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise
price per Share of the Stock Appreciation Right from the Fair Market Value on the date of exercise of the Stock Appreciation Right
by the number of Shares with respect to which the Stock Appreciation Right shall have been exercised, subject to any limitations
the Administrator may impose. Except as described in (c) below or in Section 14.2 hereof, the exercise price per Share
subject to each Stock Appreciation Right shall be set by the Administrator but shall not be less than one hundred percent (100%) of
the Fair Market Value on the date the Stock Appreciation Right is granted.


 






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(c)
Notwithstanding the foregoing provisions of Section 11.1(b) hereof to the contrary, in the case of a Stock Appreciation Right
that is a Substitute Award, the price per Share of the Shares subject to such Stock Appreciation Right may be less than one hundred
percent (100%) of the Fair Market Value per share on the date of grant; provided that the excess of: (i) the
aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over
(ii) the aggregate exercise price thereof does not exceed the excess of: (x) the aggregate fair market value (as of
the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by
the Administrator) of the shares of the predecessor entity that were subject to the grant assumed or substituted for by the Company,
over (y) the aggregate exercise price of such shares.


 


11.2
Stock Appreciation Right Vesting.


 


(a)
The period during which the right to exercise, in whole or in part, a Stock Appreciation Right vests in the Holder shall be set
by the Administrator and the Administrator may determine that a Stock Appreciation Right may not be exercised in whole or in part
for a specified period after it is granted. Such vesting may be based on service with the Company or any Affiliate, any of the
Performance Criteria or any other criteria selected by the Administrator. At any time after grant of a Stock Appreciation Right,
the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the period during
which a Stock Appreciation Right vests.


 


(b)
No portion of a Stock Appreciation Right which is unexercisable at Termination of Service shall thereafter become exercisable,
except as may be otherwise provided by the Administrator either in the applicable Program or Award Agreement or by action of the
Administrator following the grant of the Stock Appreciation Right, including following a Termination of Service; provided, that
in no event shall a Stock Appreciation Right become exercisable following its expiration, termination or forfeiture.


  


11.3
Manner of Exercise. All or a portion of an exercisable Stock Appreciation Right shall be deemed exercised upon delivery
of all of the following to the stock administrator of the Company, or such other person or entity designated by the Administrator,
or his, her or its office, as applicable:


 


(a)
A written or electronic notice complying with the applicable rules established by the Administrator stating that the Stock Appreciation
Right, or a portion thereof, is exercised. The notice shall be signed by the Holder or other person then entitled to exercise
the Stock Appreciation Right or such portion of the Stock Appreciation Right;


 


(b)
Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance
with all applicable provisions of the Securities Act and any other federal, state or foreign securities laws or regulations. The
Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance;
and


 






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(c)
In the event that the Stock Appreciation Right shall be exercised pursuant to this Section 11.3 hereof by any person or persons
other than the Holder, appropriate proof of the right of such person or persons to exercise the Stock Appreciation Right.


 


11.4
Stock Appreciation Right Term. The term of each Stock Appreciation Right (the “Stock Appreciation Right Term”)
shall be set by the Administrator in its sole discretion; provided, however, that the term shall not be more than
ten (10) years from the date the Stock Appreciation Right is granted. The Administrator shall determine the time period,
including the time period following a Termination of Service, during which the Holder has the right to exercise the vested Stock
Appreciation Rights, which time period may not extend beyond the expiration date of the Stock Appreciation Right Term. Except
as limited by the requirements of Section 409A of the Code and regulations and rulings thereunder or the first sentence of
this Section 11.4, the Administrator may extend the Stock Appreciation Right Term of any outstanding Stock Appreciation Right,
may extend the time period during which vested Stock Appreciation Rights may be exercised following any Termination of Service
of the Holder, and may amend any other term or condition of such Stock Appreciation Right relating to such a Termination of Service.


 


11.5
Payment. Payment of the amounts payable with respect to Stock Appreciation Rights pursuant to this Article 11 shall be
in cash, Shares (based on its Fair Market Value as of the date the Stock Appreciation Right is exercised), or a combination of
both, as determined by the Administrator.


 


ARTICLE
12. 


 


ADDITIONAL
TERMS OF AWARDS 


 


12.1
Payment. The Administrator shall determine the methods by which payments by any Holder with respect to any Awards granted
under the Plan shall be made, including, without limitation: (a) cash or check, (b) Shares (including, in the case of
payment of the exercise price of an Award, Shares issuable pursuant to the exercise of the Award) or Shares held for such period
of time as may be required by the Administrator in order to avoid adverse accounting consequences, in each case, having a Fair
Market Value on the date of delivery equal to the aggregate payments required, (c) delivery of a written or electronic notice
that the Holder has placed a market sell order with a broker with respect to Shares then issuable upon exercise or vesting of
an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in
satisfaction of the aggregate payments required; provided that payment of such proceeds is then made to the Company upon
settlement of such sale, or (d) other form of legal consideration acceptable to the Administrator. The Administrator shall
also determine the methods by which Shares shall be delivered or deemed to be delivered to Holders. Notwithstanding any other
provision of the Plan to the contrary, no Holder who is a Director or an “executive officer” of the Company within
the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under
the Plan, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by
the Company in violation of Section 13(k) of the Exchange Act.


 






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12.2
Tax Withholding. The Company or any Affiliate shall have the authority and the right to deduct or withhold, or require
a Holder to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Holder’s
FICA or employment tax obligation) required by law to be withheld with respect to any taxable event concerning a Holder arising
as a result of the Plan. The Administrator may in its sole discretion and in satisfaction of the foregoing requirement allow a
Holder to satisfy such obligations by any payment means described in Section 12.1 hereof, including without limitation, by
allowing such Holder to elect to have the Company withhold Shares otherwise issuable under an Award (or allow the surrender of
Shares). The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which have a Fair
Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory
withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental
taxable income. The Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of
the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right
exercise involving the sale of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.


 


12.3
Transferability of Awards.


 


(a)
Except as otherwise provided in Sections 12.3(b) and 12.3(c) hereof:


 


(i)
No Award under the Plan may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent
and distribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until such Award has been exercised,
or the Shares underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed;


 


(ii)
No Award or interest or right therein shall be liable for the debts, contracts or engagements of the Holder or the Holder’s
successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance,
assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy) unless and until such Award has been exercised,
or the Shares underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed, and any attempted
disposition of an Award prior to the satisfaction of these conditions shall be null and void and of no effect, except to the extent
that such disposition is permitted by clause (i) of this provision; and


 


(iii)
During the lifetime of the Holder, only the Holder may exercise an Award (or any portion thereof) granted to such Holder under
the Plan, unless it has been disposed of pursuant to a DRO; after the death of the Holder, any exercisable portion of an Award
may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Program or Award Agreement, be
exercised by the Holder’s personal representative or by any person empowered to do so under the deceased Holder’s
will or under the then applicable laws of descent and distribution.


 






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(b)
Notwithstanding Section 12.3(a) hereof, the Administrator, in its sole discretion, may determine to permit a Holder or a
Permitted Transferee of such Holder to transfer an Award other than an Incentive Stock Option (unless such Incentive Stock Option
is to become a Non-Qualified Stock Option) to any one or more Permitted Transferees, subject to the following terms and conditions:
(i) an Award transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee (other
than to another Permitted Transferee of the applicable Holder) other than by will or the laws of descent and distribution; (ii) an
Award transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Award as applicable
to the original Holder (other than the ability to further transfer the Award); and (iii) the Holder (or transferring Permitted
Transferee) and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without
limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements
for an exemption for the transfer under applicable federal, state and foreign securities laws and (C) evidence the transfer.


 


(c)
Notwithstanding Section 12.3(a) hereof, a Holder may, in the manner determined by the Administrator, designate a beneficiary
to exercise the rights of the Holder and to receive any distribution with respect to any Award upon the Holder’s death.
A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all
terms and conditions of the Plan and any Program or Award Agreement applicable to the Holder, except to the extent the Plan, the
Program and the Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Administrator.
If the Holder is married or a domestic partner in a domestic partnership qualified under Applicable Law and resides in a community
property state, a designation of a person other than the Holder’s spouse or domestic partner, as applicable, as his or her
beneficiary with respect to more than fifty percent (50%) of the Holder’s interest in the Award shall not be effective
without the prior written or electronic consent of the Holder’s spouse or domestic partner, as applicable. If no beneficiary
has been designated or survives the Holder, payment shall be made to the person entitled thereto pursuant to the Holder’s
will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by
a Holder at any time; provided that the change or revocation is filed with the Administrator prior to the Holder’s
death.


 


12.4
Conditions to Issuance of Shares.


 


(a)
Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates or make
any book entries evidencing Shares pursuant to the exercise of any Award, unless and until the Board or the Committee has determined,
with advice of counsel, that the issuance of such shares is in compliance with all Applicable Law, and the Shares are covered
by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided
herein, the Board or the Committee may require that a Holder make such reasonable covenants, agreements, and representations as
the Board or the Committee, in its discretion, deems advisable in order to comply with Applicable Law.


 


(b)
All Share certificates delivered pursuant to the Plan and all Shares issued pursuant to book entry procedures are subject to any
stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with Applicable Law. The
Administrator may place legends on any Share certificate or book entry to reference restrictions applicable to the Shares.


 






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(c)
The Administrator shall have the right to require any Holder to comply with any timing or other restrictions with respect to the
settlement, distribution or exercise of any Award, including a window-period limitation, as may be imposed in the sole discretion
of the Administrator.


 


(d)
No fractional Shares shall be issued and the Administrator shall determine, in its sole discretion, whether cash shall be given
in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding down.


 


(e)
Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by any Applicable
Law, the Company shall not deliver to any Holder certificates evidencing Shares issued in connection with any Award and instead
such Shares shall be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).


 


12.5
Forfeiture and Claw-Back Provisions. Pursuant to its general authority to determine the terms and conditions applicable
to Awards under the Plan, the Administrator shall have the right to provide, in an Award Agreement or otherwise, or to require
a Holder to agree by separate written or electronic instrument, that:


 


(a)
(i) Any proceeds, gains or other economic benefit actually or constructively received by the Holder upon any receipt or exercise
of the Award, or upon the receipt or resale of any Shares underlying the Award, must be paid to the Company, and (ii) the
Award shall terminate and any unexercised portion of the Award (whether or not vested) shall be forfeited, if (x) a Termination
of Service occurs prior to a specified date, or within a specified time period following receipt or exercise of the Award, or
(y) the Holder at any time, or during a specified time period, engages in any activity in competition with the Company, or
which is inimical, contrary or harmful to the interests of the Company, as further defined by the Administrator or (z) the
Holder incurs a Termination of Service for “cause” (as such term is defined in the sole discretion of the Administrator,
or as set forth in a written agreement relating to such Award between the Company and the Holder); and


 


(b)
All Awards (including any proceeds, gains or other economic benefit actually or constructively received by the Holder upon any
receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award) shall be subject to the provisions
of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with
the requirements of Applicable Law, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act
and any rules or regulations promulgated thereunder, to the extent set forth in such claw-back policy and/or in the applicable
Award Agreement.


 


12.6
Repricing. The Administrator shall, without the approval of the stockholders of the Company, have the authority to (i) amend
any outstanding Option or Stock Appreciation Right to reduce its price per Share, or (ii) cancel any Option or Stock Appreciation
Right in exchange for cash or another Award when the Option or Stock Appreciation Right price per Share exceeds the Fair Market
Value of the underlying Shares, in its sole discretion.


 






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12.7
Leave of Absence. Unless the Administrator provides otherwise, vesting of Awards granted hereunder shall be suspended during
any unpaid leave of absence. A Holder shall not cease to be considered an Employee, Non-Employee Director or Consultant, as applicable,
in the case of any (a) leave of absence approved by the Company, (b) transfer between locations of the Company or between
the Company and any of its Affiliates or any successor thereof, or (c) change in status (Employee to Director, Employee to
Consultant, etc.), provided that such change does not affect the specific terms applying to the Holder’s Award.


 


ARTICLE
13. 


 


ADMINISTRATION


 


13.1
Administrator. The Committee (or another committee or a subcommittee of the Board or the Compensation Committee of the
Board assuming the functions of the Committee under the Plan) shall administer the Plan (except as otherwise permitted herein)
and, unless otherwise determined by the Board, shall consist solely of two or more Non-Employee Directors appointed by and holding
office at the pleasure of the Board, each of whom is intended to qualify as both a “non-employee director” as defined
by Rule 16b-3 of the Exchange Act or any successor rule, an “outside director” for purposes of Section 162(m)
of the Code and an “independent director” under the rules of any securities exchange or automated quotation system
on which the Shares are listed, quoted or traded; provided that any action taken by the Committee shall be valid and effective,
whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements
for membership set forth in this Section 13.l or otherwise provided in any charter of the Committee. Except as may otherwise
be provided in any charter of the Committee, appointment of Committee members shall be effective upon acceptance of appointment.
Committee members may resign at any time by delivering written or electronic notice to the Board. Vacancies in the Committee may
only be filled by the Board. Notwithstanding the foregoing, (a) the full Board, acting by a majority of its members in office,
shall conduct the general administration of the Plan with respect to Awards granted to Non-Employee Directors and, with respect
to such Awards, the terms “Administrator” and “Committee” as used in the Plan shall be deemed to refer
to the Board and (b) the Board or Committee may delegate its authority hereunder to the extent permitted by Section 13.6
hereof.


 


13.2
Duties and Powers of Administrator. It shall be the duty of the Administrator to conduct the general administration of
the Plan in accordance with its provisions. The Administrator shall have the power to interpret the Plan, the Program and the
Award Agreement, and to adopt such rules for the administration, interpretation and application of the Plan as are not inconsistent
therewith, to interpret, amend or revoke any such rules and to amend any Program or Award Agreement; provided that the
rights or obligations of the Holder of the Award that is the subject of any such Program or Award Agreement are not affected materially
and adversely by such amendment, unless the consent of the Holder is obtained or such amendment is otherwise permitted under Section 14.10
hereof. Any such grant or award under the Plan need not be the same with respect to each Holder. Any such interpretations and
rules with respect to Incentive Stock Options shall be consistent with the provisions of Section 422 of the Code. In its
sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under
the Plan except with respect to matters which under Rule 16b-3 under the Exchange Act or any successor rule, or Section 162(m)
of the Code, or any regulations or rules issued thereunder, or the rules of any securities exchange or automated quotation system
on which the Shares are listed, quoted or traded are required to be determined in the sole discretion of the Committee.


 






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13.3
Action by the Committee. Unless otherwise established by the Board or in any charter of the Committee, a majority of the
Committee shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present,
and acts approved in writing by all members of the Committee in lieu of a meeting, shall be deemed the acts of the Committee.
Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that
member by any officer or other employee of the Company or any Affiliate, the Company’s independent certified public accountants,
or any executive compensation consultant or other professional retained by the Company to assist in the administration of the
Plan.


 


13.4
Authority of Administrator. Subject to the Company’s Bylaws, the Committee’s Charter and any specific designation
in the Plan, the Administrator has the exclusive power, authority and sole discretion to:


 


(a)
Designate Eligible Individuals to receive Awards;


 


(b)
Determine the type or types of Awards to be granted to each Eligible Individual;


 


(c)
Determine the number of Awards to be granted and the number of Shares to which an Award will relate;


 


(d)
Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price,
grant price, or purchase price, any performance criteria, any restrictions or limitations on the Award, any schedule for vesting,
lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and
any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the
Administrator in its sole discretion determines;


 


(e)
Determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an
Award may be paid in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;


 


(f)
Prescribe the form of each Award Agreement, which need not be identical for each Holder;


 


(g)
Decide all other matters that must be determined in connection with an Award;


 


(h)
Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;


 


(i)
Interpret the terms of, and any matter arising pursuant to, the Plan, any Program or any Award Agreement;


 






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(j)
Make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary
or advisable to administer the Plan; and


 


(k)
Accelerate wholly or partially the vesting or lapse of restrictions of any Award or portion thereof at any time after the grant
of an Award, subject to whatever terms and conditions it selects and Sections 3.4 and 14.2(d) hereof.


 


13.5
Decisions Binding. The Administrator’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Program,
any Award Agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding, and
conclusive on all parties.


 


13.6
Delegation of Authority. To the extent permitted by Applicable Law, the Board or Committee may from time to time delegate
to a committee of one or more members of the Board or one or more officers of the Company the authority to grant or amend Awards
or to take other administrative actions pursuant to Article 13; provided, however, that in no event shall an officer
of the Company be delegated the authority to grant awards to, or amend awards held by, the following individuals: (a) individuals
who are subject to Section 16 of the Exchange Act, (b) Covered Employees, or (c) officers of the Company (or Directors)
to whom authority to grant or amend Awards has been delegated hereunder; provided, further, that any delegation
of administrative authority shall only be permitted to the extent it is permissible under Section 162(m) of the Code and
Applicable Law. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies
at the time of such delegation, and the Board may at any time rescind the authority so delegated or appoint a new delegatee. At
all times, the delegatee appointed under this Section 13.6 hereof shall serve in such capacity at the pleasure of the Board
and the Committee.


 


ARTICLE
14. 


 


MISCELLANEOUS
PROVISIONS 


 


14.1
Amendment, Suspension or Termination of the Plan. Except as otherwise provided in this Section 14.1, the Plan may
be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or
the Committee. However, without approval of the Company’s stockholders given within twelve (12) months before or after
the action by the Administrator, no action of the Administrator may, except as provided in Section 14.2 hereof, increase
the limits imposed in Section 3.1 hereof on the maximum number of shares which may be issued under the Plan. Except as provided
in Section 14.10 hereof, no amendment, suspension or termination of the Plan shall, without the consent of the Holder, materially
and adversely affect any rights or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise
expressly so provides. No Awards may be granted or awarded during any period of suspension or after termination of the Plan, and
in no event may any Incentive Stock Option be granted under the Plan after the tenth (10th) anniversary of the
Effective Date.


 






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14.2
Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events.


 


(a)
In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution
(other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of the Company’s
stock or the share price of the Company’s stock other than an Equity Restructuring, the Administrator may make equitable
adjustments, if any, to reflect such change with respect to (i) the aggregate number and kind of shares that may be issued
under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1 hereof on the maximum number
and kind of shares which may be issued under the Plan); (ii) the number and kind of shares of Common Stock (or other securities
or property) subject to outstanding Awards; (iii) the number and kind of shares of Common Stock (or other securities or property)
for which grants are subsequently to be made to new and continuing Non-Employee Directors pursuant to Section 4.6 hereof;
(iv) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets
or criteria with respect thereto); and (v) the grant or exercise price per share for any outstanding Awards under the Plan.
Any adjustment affecting an Award intended as Performance-Based Compensation shall be made consistent with the requirements of
Section 162(m) of the Code.


 


(b)
In the event of any transaction or event described in Section 14.2(a) hereof or any unusual or nonrecurring transactions
or events affecting the Company, any Affiliate of the Company, or the financial statements of the Company or any Affiliate, or
of changes in Applicable Law, the Administrator, in its sole discretion, and on such terms and conditions as it deems appropriate,
either by the terms of the Award or by action taken prior to the occurrence of such transaction or event and either automatically
or upon the Holder’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator
determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan or with respect to any Award under the Plan, to facilitate such transactions or events or
to give effect to such changes in laws, regulations or principles:


 


(i)
To provide for either (A) termination of any such Award in exchange for an amount of cash and/or other property, if any,
equal to the amount that would have been attained upon the exercise of such Award or realization of the Holder’s rights
(and, for the avoidance of doubt, if as of the date of the occurrence of the transaction or event described in this Section 14.2
the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization
of the Holder’s rights, then such Award may be terminated by the Company without payment) or (B) the replacement of
such Award with other rights or property selected by the Administrator in its sole discretion having an aggregate value not exceeding
the amount that could have been attained upon the exercise of such Award or realization of the Holder’s rights had such
Award been currently exercisable or payable or fully vested;


 


(ii)
To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be
substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent
or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;


 


(iii)
To make adjustments in the number and type of shares of the Company’s stock (or other securities or property) subject to
outstanding Awards, and in the number and kind of outstanding Restricted Stock or Deferred Stock and/or in the terms and conditions
of (including the grant or exercise price), and the criteria included in, outstanding Awards and Awards which may be granted in
the future;


 






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(iv)
To provide that such Award shall be exercisable or payable or fully vested with respect to all shares covered thereby, notwithstanding
anything to the contrary in the Plan or the applicable Program or Award Agreement; and


 


(v)
To provide that the Award cannot vest, be exercised or become payable after such event.


 


(c)
In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Sections 14.2(a)
and 14.2(b) hereof:


 


(i)
The number and type of securities subject to each outstanding Award and the exercise price or grant price thereof, if applicable,
shall be equitably adjusted; and/or


 





(ii)
The Administrator shall make such equitable adjustments, if any, as the Administrator in its discretion may deem appropriate to
reflect such Equity Restructuring with respect to the aggregate number and kind of shares that may be issued under the Plan (including,
but not limited to, adjustments of the limitations in Section 3.1 hereof on the maximum number and kind of shares which may
be issued under the Plan).


 


The
adjustments provided under this Section 14.2(c) shall be nondiscretionary and shall be final and binding on the affected
Holder and the Company.


 


(d)
Change in Control.


 


(i)
In the event of a Change in Control, each outstanding Award shall be assumed or an equivalent Award substituted by the successor
corporation or a parent or subsidiary of the successor corporation, in each case, as determined by the Administrator.


 


(ii)
In the event that the successor corporation in a Change in Control and its parents and subsidiaries refuse to assume or substitute
for any Award in accordance with Section 14.2(d)(i) hereof, each such non-assumed/substituted Award, except for any Performance
Awards, shall become fully vested and, as applicable, exercisable and shall be deemed exercised, immediately prior to the consummation
of such transaction, and all forfeiture restrictions on any or all such Awards shall lapse at such time. For the avoidance of
doubt, the vesting of any Performance Awards not assumed in a Change in Control will not be automatically accelerated pursuant
to this Section 14.2(d)(ii) and will instead vest pursuant to the terms and conditions of the applicable Award Agreement
upon a Change in Control where the successor corporation and its parents and subsidiaries refuse to assume or substitute for any
Award in accordance with Section 14.2(d)(i) hereof. If an Award vests and, as applicable, is exercised in lieu of assumption
or substitution in connection with a Change in Control, the Administrator shall notify the Holder of such vesting and any applicable
exercise period, and the Award shall terminate upon the Change in Control. For the avoidance of doubt, if the value of an Award
that is terminated in connection with this Section 14.2(d)(ii) is zero or negative at the time of such Change in Control,
such Award shall be terminated upon the Change in Control without payment of consideration therefor.


 






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(iii)
Notwithstanding anything to the contrary, in the event that, within the twelve (12) month period immediately following a
Change in Control, a Holder experiences a Termination of Service by the Company for other than Cause or by a Holder for Good Reason,
then the vesting and, if applicable, exercisability of that number of Shares equal to one hundred percent (100%) of the then-unvested
Shares subject to the outstanding Awards held by such Holder shall accelerate upon the date of such Termination of Service.


 


(e)
The Administrator may, in its sole discretion, include such further provisions and limitations in any Award, agreement or certificate,
as it may deem equitable and in the best interests of the Company that are not inconsistent with the provisions of the Plan.


 


(f)
With respect to Awards which are granted to Covered Employees and are intended to qualify as Performance-Based Compensation, no
adjustment or action described in this Section 14.2 or in any other provision of the Plan shall be authorized to the extent
that such adjustment or action would cause such Award to fail to so qualify as Performance-Based Compensation, unless the Administrator
determines that the Award should not so qualify. No adjustment or action described in this Section 14.2 or in any other provision
of the Plan shall be authorized to the extent that such adjustment or action would cause the Plan to violate Section 422(b)(1)
of the Code. Furthermore, no such adjustment or action shall be authorized to the extent such adjustment or action would result
in short-swing profits liability under Section 16 of the Exchange Act or violate the exemptive conditions of Rule 16b-3 of
the Exchange Act unless the Administrator determines that the Award is not to comply with such exemptive conditions.


 


(g)
The existence of the Plan, the Program, the Award Agreement and the Awards granted hereunder shall not affect or restrict in any
way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization,
reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company,
any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference
stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable
for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding, whether of a similar character or otherwise.


 


(h)
In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution
(other than normal cash dividends) of Company assets to stockholders, or any other change affecting the Shares or the share price
of the Common Stock including any Equity Restructuring, for reasons of administrative convenience, the Company in its sole discretion
may refuse to permit the exercise of any Award during a period of thirty (30) days prior to the consummation of any such
transaction.


 


14.3
Approval of Plan by Stockholders. The Plan will be submitted for the approval of the Company’s stockholders within
twelve (12) months after the date of the Board’s initial adoption of the Plan. Awards may be granted or awarded prior
to such stockholder approval; provided that such Awards shall not be exercisable, shall not vest and the restrictions thereon
shall not lapse and no Shares shall be issued pursuant thereto prior to the time when the Plan is approved by the stockholders;
and provided, further, that if such approval has not been obtained at the end of said twelve (12) month period,
all Awards previously granted or awarded under the Plan shall thereupon be canceled and become null and void.


 






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14.4
No Stockholders Rights. Except as otherwise provided herein, a Holder shall have none of the rights of a stockholder with
respect to Shares covered by any Award until the Holder becomes the record owner of such Shares.


 


14.5
Paperless Administration. In the event that the Company establishes, for itself or using the services of a third party,
an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive
voice response, then the paperless documentation, granting or exercise of Awards by a Holder may be permitted through the use
of such an automated system.


 


 


 


14.6
Effect of Plan upon Other Compensation Plans. The adoption of the Plan shall not affect any other compensation or incentive
plans in effect for the Company or any Affiliate. Nothing in the Plan shall be construed to limit the right of the Company or
any Affiliate: (a) to establish any other forms of incentives or compensation for Employees, Directors or Consultants of
the Company or any Affiliate, or (b) to grant or assume options or other rights or awards otherwise than under the Plan in
connection with any proper corporate purpose including without limitation, the grant or assumption of options in connection with
the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, partnership,
limited liability company, firm or association.


 


14.7
Compliance with Laws. The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of Shares
and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all Applicable
Law, and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company,
be necessary or advisable in connection therewith. Any securities delivered under the Plan shall be subject to such restrictions,
and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the
Company as the Company may deem necessary or desirable to assure compliance with all Applicable Law. To the extent permitted by
Applicable Law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to
such Applicable Law.


 


14.8
Titles and Headings, References to Sections of the Code or Exchange Act. The titles and headings of the Sections in the
Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or
headings, shall control. References to sections of the Code or the Exchange Act shall include any amendment or successor thereto.


 


14.9
Governing Law. The Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal
laws of the State of Delaware without regard to conflicts of laws thereof or of any other jurisdiction.


 


14.10
Section 409A. To the extent that the Administrator determines that any Award granted under the Plan is subject to
Section 409A of the Code, the Program pursuant to which such Award is granted and the Award Agreement evidencing such Award
shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan, the
Program and any Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury
regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance
that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following
the Effective Date the Administrator determines that any Award may be subject to Section 409A of the Code and related Department
of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Administrator
may adopt such amendments to the Plan and the applicable Program and Award Agreement or adopt other policies and procedures (including
amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are
necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or


 






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preserve
the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A
of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section.


 


14.11
No Rights to Awards. No Eligible Individual or other person shall have any claim to be granted any Award pursuant to the
Plan, and neither the Company nor the Administrator is obligated to treat Eligible Individuals, Holders or any other persons uniformly.


 


14.12
Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect
to any payments not yet made to a Holder pursuant to an Award, nothing contained in the Plan or any Program or Award Agreement
shall give the Holder any rights that are greater than those of a general creditor of the Company or any Affiliate.


 


14.13
Indemnification. To the extent allowable pursuant to Applicable Law, each member of the Committee or of the Board and any
officer or other employee to whom authority to administer any component of the Plan is delegated shall be indemnified and held
harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member
in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or
she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid
by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives
the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend
it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification
to which such persons may be entitled pursuant to the Company’s Certificate of Incorporation or Bylaws, as a matter of law,
or otherwise, or any power that the Company may have to indemnify them or hold them harmless.


 


14.14
Relationship to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits
under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate
except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.


 






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14.15
Expenses. The expenses of administering the Plan shall be borne by the Company and its Affiliates.


 


I
hereby certify that the foregoing Plan was duly adopted by the Board of Directors of Blue Star Foods Corp. on  November 8,
2018.


 


I
hereby certify that the foregoing Plan was approved by the stockholders of Blue Star Foods Corp. on November 8, 2018.


 


Executed
on this 8th day of November, 2018.





 


	 	/s/ John Keeler
	 	John
        Keeler

        

        Executive
        Chairman



 






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