EXHIBIT
10.1


 


PAVmed
Inc.


 


Fourth
Amended and Restated 2014 Long-Term Incentive Equity Plan


 


Section
1. Purpose; Definitions.


 


1.1. Purpose. The
purpose of the PAVmed Inc. 2014 Long-Term Incentive Equity Plan (“Plan”) is to enable the Company to offer to its employees,
officers, directors and consultants whose past, present and/or potential future contributions to the Company and its Subsidiaries have
been, are or will be important to the success of the Company, an opportunity to acquire a proprietary interest in the Company. The various
types of long-term incentive awards that may be provided under the Plan will enable the Company to respond to changes in compensation
practices, tax laws, accounting regulations and the size and diversity of its businesses.


 


1.2. Definitions. For
purposes of the Plan, the following terms shall be defined as set forth below:


 


(a) “Agreement”
means the agreement between the Company and the Holder, or such other document as may be determined by the Committee, setting forth the
terms and conditions of an award under the Plan.


 


(b) 
“Board” means the Board of Directors of the Company.


 


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


 


(d) 
“Committee” means the committee of the Board designated to administer the Plan as provided in Section 2.1. If no Committee
is so designated, then all references in this Plan to “Committee” shall mean the Board.


 


(e) 
“Common Stock” means the Common Stock of the Company, par value $0.001 per share.


 


(f) 
“Company” means PAVmed Inc., a corporation organized under the laws of the State of Delaware.


 


(g) 
“Disability” means physical or mental impairment as determined under procedures established by the Committee for purposes
of the Plan.


 


(h) 
“Effective Date” means the date determined pursuant to Section 11.1.


 


(i) 
“Fair Market Value,” unless otherwise required by any applicable provision of the Code or any regulations issued thereunder,
means, as of any given date: (i) if the Common Stock is listed on a national securities exchange or The Nasdaq Stock Market, LLC (“Nasdaq”)
or is traded on the OTC Bulletin Board (“OTC”), the last sale price of the Common Stock in the principal trading market for
the Common Stock on such date, as reported by the exchange, Nasdaq or OTC, as the case may be; (ii) if the fair market value of the Common
Stock cannot be determined pursuant to clause (i) above, such price as the Committee shall determine, in good faith.


 


(j) 
“Holder” means a person who has received an award under the Plan.


 




    	 



    	 



    

 


(k) 
“Incentive Stock Option” means any Stock Option intended to be and designated as an “incentive stock option”
within the meaning of Section 422 of the Code.


 


(l) 
“Non-qualified Stock Option” means any Stock Option that is not an Incentive Stock Option.


 


(m) “Normal
Retirement” means retirement from active employment with the Company or any Subsidiary on or after such age which may be designated
by the Committee as “retirement age” for any particular Holder. If no age is designated, it shall be 65.


 


(n) 
“Other Stock-Based Award” means an award under Section 9 that is valued in whole or in part by reference to, or is otherwise
based upon, Common Stock.


 


(o) 
“Parent” means any present or future “parent corporation” of the Company, as such term is defined in Section
424(e) of the Code.


 


(p) 
“Plan” means the PAVmed Inc. 2014 Long-Term Incentive Equity Plan, as hereinafter amended from time to time.


 


(q) 
“Repurchase Value” shall mean the Fair Market Value if the award to be settled under Section 2.2(e) or repurchased under
Section 5.2(k) or 9.2 is comprised of shares of Common Stock and the difference between Fair Market Value and the Exercise Price (if
lower than Fair Market Value) if the award is a Stock Option or Stock Appreciation Right; in each case, multiplied by the number of shares
subject to the award.


 


(r) 
“Restricted Stock” means Common Stock received under an award made pursuant to Section 7 that is subject to restrictions
under Section 7.


 


(s)
 “SAR Value” means the excess of the Fair Market Value (on the exercise date) over (a) the exercise price that the participant
would have otherwise had to pay to exercise the related Stock Option or (b) if a Stock Appreciation Right is granted unrelated to a Stock
Option, the Fair Market Value of a share of Common Stock on the date of grant of the Stock Appreciation Right, in either case, multiplied
by the number of shares for which the Stock Appreciation Right is exercised.


 


(t) 
“Stock Appreciation Right” means the right to receive from the Company, without a cash payment to the Company, a number of
shares of Common Stock equal to the SAR Value divided by the Fair Market Value (on the exercise date).


 


(u) 
“Stock Option” or “Option” means any option to purchase shares of Common Stock which is granted pursuant to the
Plan.


 


(v) 
“Subsidiary” means any present or future “subsidiary corporation” of the Company, as such term is defined in
Section 424(f) of the Code.


 


(w) 
“Vest” means to become exercisable or to otherwise obtain ownership rights in an award.


 


Section
2. Administration.


 


2.1. Committee
Membership.  The Plan shall be administered by the Board or a Committee. If administered by a Committee, such Committee shall
be composed of at least two directors, all of whom are “outside directors” within the meaning of the regulations issued under
Section 162(m) of the Code and “non-employee” directors within the meaning of Rule 16b-3 under the Securities Exchange Act
of 1934, as amended. Committee members shall serve for such term as the Board may in each case determine and shall be subject to removal
at any time by the Board.


 




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2.2. Powers
of Committee. The Committee shall have full authority to award, pursuant to the terms of the Plan: (i) Stock Options, (ii) Stock
Appreciation Rights, (iii) Restricted Stock, and/or (iv) Other Stock-Based Awards. For purposes of illustration and not of limitation,
the Committee shall have the authority (subject to the express provisions of this Plan):


 


(a) to
select the officers, employees, directors and consultants of the Company or any Subsidiary to whom Stock Options, Stock Appreciation
Rights, Restricted Stock and/or Other Stock-Based Awards may from time to time be awarded hereunder;


 


(b) to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder (including, but not limited
to, number of shares, share exercise price or types of consideration paid upon exercise of such options, such as other securities of
the Company or other property, any restrictions or limitations, and any vesting, exchange, surrender, cancellation, acceleration, termination,
exercise or forfeiture provisions, as the Committee shall determine);


 


(c) to
determine any specified performance goals or such other factors or criteria which need to be attained for the vesting of an award granted
hereunder;


 


(d) to
determine the terms and conditions under which awards granted hereunder are to operate on a tandem basis and/or in conjunction with or
apart from other equity awarded under this Plan and cash and non-cash awards made by the Company or any Subsidiary outside of this Plan;
and


 


(e) to
make payments and distributions with respect to awards (i.e., to “settle” awards) through cash payments in an amount
equal to the Repurchase Value.


 


The
Committee may not modify or amend any outstanding Option or Stock Appreciation Right to reduce the exercise price of such Option or Stock
Appreciation Right, as applicable, below the exercise price as of the date of grant of such Option or Stock Appreciation Right. In addition,
no Option or Stock Appreciation Right may be granted in exchange for the cancellation or surrender of an Option or Stock Appreciation
Right or other award having a higher exercise price.


 


Notwithstanding
anything to the contrary, the Committee shall not grant to any one Holder in any one calendar year awards for more than 10% of the total
number of Shares (as defined below) issued and available for issuance under the Plan, in the aggregate.


 


2.3. Interpretation
of Plan.


 


(a) Committee
Authority. Subject to Section 10, the Committee shall have the authority to adopt, alter and repeal such administrative rules,
guidelines and practices governing the Plan as it shall from time to time deem advisable to interpret the terms and provisions of the
Plan and any award issued under the Plan (and to determine the form and substance of all agreements relating thereto), and to otherwise
supervise the administration of the Plan. Subject to Section 10, all decisions made by the Committee pursuant to the provisions of the
Plan shall be made in the Committee’s sole discretion and shall be final and binding upon all persons, including the Company, its
Subsidiaries and Holders.


 


(b) Incentive
Stock Options. Anything in the Plan to the contrary notwithstanding, no term or provision of the Plan relating to Incentive
Stock Options (including but not limited to Stock Appreciation rights granted in conjunction with an Incentive Stock Option) or any Agreement
providing for Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the
Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code or, without the consent of the Holder(s) affected, to
disqualify any Incentive Stock Option under such Section 422.


 




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Section
3. Stock Subject to Plan.


 


3.1. Number
of Shares. Subject to Section 7.1(d), the total number of shares of Common Stock reserved and available for issuance under the
Plan shall be 9,951,081 shares. Shares of Common Stock under the Plan (“Shares”) may consist, in whole or in part, of authorized
and unissued shares or treasury shares. If any shares of Common Stock that have been granted pursuant to a Stock Option cease to be subject
to a Stock Option, or if any shares of Common Stock that are subject to any Stock Appreciation Right, Restricted Stock award or Other
Stock-Based Award granted hereunder are forfeited, or any such award otherwise terminates without a payment being made to the Holder
in the form of Common Stock, such shares shall again be available for distribution in connection with future grants and awards under
the Plan. Shares of Common Stock that are surrendered by a Holder or withheld by the Company as full or partial payment in connection
with any award under the Plan, as well as any shares of Common Stock surrendered by a Holder or withheld by the Company or one of its
Subsidiaries to satisfy the tax withholding obligations related to any award under the Plan, shall not be available for subsequent awards
under the Plan.


 


3.2. Adjustment
Upon Changes in Capitalization, Etc. In the event of any common stock dividend payable on shares of Common Stock, Common Stock
split or reverse split, combination or exchange of shares of Common Stock, or other extraordinary or unusual event which results in a
change in the shares of Common Stock of the Company as a whole, the Committee shall determine, in its sole discretion, whether such change
equitably requires an adjustment in the terms of any award in order to prevent dilution or enlargement of the benefits available under
the Plan (including number of shares subject to the award and the exercise price) or the aggregate number of shares reserved for issuance
under the Plan. Any such adjustments will be made by the Committee, whose determination will be final, binding and conclusive.


 


Section
4. Eligibility.


 


Awards
may be made or granted to employees, officers, directors and consultants who are deemed to have rendered or to be able to render significant
services to the Company or its Subsidiaries and who are deemed to have contributed or to have the potential to contribute to the success
of the Company and which recipients are qualified to receive options under the regulations governing Form S-8 registration statements
under the Securities Act of 1933, as amended (“Securities Act”). No Incentive Stock Option shall be granted to any person
who is not an employee of the Company or an employee of a Subsidiary at the time of grant or so qualified as set forth in the immediately
preceding sentence. Notwithstanding the foregoing, an award may also be made or granted to a person in connection with his hiring or
retention, or at any time on or after the date he reaches an agreement (oral or written) with the Company with respect to such hiring
or retention, even though it may be prior to the date the person first performs services for the Company or its Subsidiaries; provided,
however, that no portion of any such award shall vest prior to the date the person first performs such services and the date of grant
shall be deemed to be the date hiring or retention commences.


 


Section
5. Stock Options.


 


5.1. Grant
and Exercise. Stock Options granted under the Plan may be of two types: (i) Incentive Stock Options and (ii) Non-qualified Stock
Options. Any Stock Option granted under the Plan shall contain such terms, not inconsistent with this Plan, or with respect to Incentive
Stock Options, not inconsistent with the Plan and the Code, as the Committee may from time to time approve. The Committee shall have
the authority to grant Incentive Stock Options or Non-qualified Stock Options, or both types of Stock Options which may be granted alone
or in addition to other awards granted under the Plan. To the extent that any Stock Option intended to qualify as an Incentive Stock
Option does not so qualify, it shall constitute a separate Non-qualified Stock Option.


 


5.2. Terms
and Conditions. Stock Options granted under the Plan shall be subject to the following terms and conditions:


 




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(a) Option
Term. The term of each Stock Option shall be fixed by the Committee; provided, however, that an Incentive Stock Option may be
granted only within the ten-year period commencing from the Effective Date and may only be exercised within ten years of the date of
grant (or five years in the case of an Incentive Stock Option granted to an optionee who, at the time of grant, owns Common Stock possessing
more than 10% of the total combined voting power of all classes of voting stock of the Company (“10% Shareholder”)).


 


(b) Exercise
Price. The exercise price per share of Common Stock purchasable under a Stock Option shall be determined by the Committee at
the time of grant and may not be less than 100% of the Fair Market Value on the date of grant (or, if greater, the par value of a share
of Common Stock); provided, however, that the exercise price of an Incentive Stock Option granted to a 10% Shareholder will not be less
than 110% of the Fair Market Value on the date of grant.


 


(c) Exercisability. Stock
Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee.
The Committee intends generally to provide that Stock Options be exercisable only in installments, i.e., that they vest over time, typically
over a four-year period. The Committee may waive such installment exercise provisions at any time at or after the time of grant in whole
or in part, based upon such factors as the Committee determines. Notwithstanding the foregoing, in the case of an Incentive Stock Option,
the aggregate Fair Market Value (on the date of grant of the Option) with respect to which Incentive Stock Options become exercisable
for the first time by a Holder during any calendar year (under all such plans of the Company and its Parent and Subsidiaries) shall not
exceed $100,000.


 


(d) Method
of Exercise. Subject to whatever installment, exercise and waiting period provisions are applicable in a particular case, Stock
Options may be exercised in whole or in part at any time during the term of the Option by giving written notice of exercise to the Company
specifying the number of shares of Common Stock to be purchased. Such notice shall be accompanied by payment in full of the purchase
price, which shall be in cash or, if provided in the Agreement, either in shares of Common Stock (including Restricted Stock and other
contingent awards under this Plan) or partly in cash and partly in such Common Stock, or such other means which the Committee determines
are consistent with the Plan’s purpose and applicable law. Cash payments shall be made by wire transfer, certified or bank check
or personal check, in each case payable to the order of the Company; provided, however, that the Company shall not be required to deliver
certificates for shares of Common Stock with respect to which an Option is exercised until the Company has confirmed the receipt of good
and available funds in payment of the purchase price thereof (except that, in the case of an exercise arrangement approved by the Committee
and described in the last sentence of this paragraph, payment may be made as soon as practicable after the exercise). The Committee may
permit a Holder to elect to pay the Exercise Price upon the exercise of a Stock Option by irrevocably authorizing a third party to sell
shares of Common Stock (or a sufficient portion of the shares) acquired upon exercise of the Stock Option and remit to the Company a
sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise.


 


(e) Stock
Payments. Payments in the form of Common Stock shall be valued at the Fair Market Value on the date of exercise. Such payments
shall be made by delivery of stock certificates in negotiable form that are effective to transfer good and valid title thereto to the
Company, free of any liens or encumbrances.


 




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(f) Transferability. Except
as may be set forth in the next sentence of this Section or in the Agreement, no Stock Option shall be transferable by the Holder other
than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Holder’s lifetime,
only by the Holder (or, to the extent of legal incapacity or incompetency, the Holder’s guardian or legal representative). Notwithstanding
the foregoing, a Holder, with the approval of the Committee, may transfer a Non-Qualified Stock Option (i) (A) by gift, for no consideration,
or (B) pursuant to a domestic relations order, in either case, to or for the benefit of the Holder’s “Immediate Family”
(as defined below), or (ii) to an entity in which the Holder and/or members of Holder’s Immediate Family own more than fifty percent
of the voting interest, subject to such limits as the Committee may establish and the execution of such documents as the Committee may
require, and the transferee shall remain subject to all the terms and conditions applicable to the Non-Qualified Stock Option prior to
such transfer. The term “Immediate Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law,
including adoptive relationships, any person sharing the Holder’s household (other than a tenant or employee), a trust in which
these persons have more than fifty percent beneficial interest, and a foundation in which these persons (or the Holder) control the management
of the assets. The Committee may, in its sole discretion, permit transfer of an Incentive Stock Option in a manner consistent with applicable
tax and securities law upon the Holder’s request.


 


(g) Termination
by Reason of Death. If a Holder’s employment by, or association with, the Company or a Subsidiary terminates by reason
of death, any Stock Option held by such Holder, unless otherwise determined by the Committee and set forth in the Agreement, shall thereupon
automatically terminate, except that the portion of such Stock Option that has vested on the date of death may thereafter be exercised
by the legal representative of the estate or by the legatee of the Holder under the will of the Holder, for a period of one year (or
such other greater or lesser period as the Committee may specify in the Agreement) from the date of such death or until the expiration
of the stated term of such Stock Option, whichever period is shorter.


 


(h) Termination
by Reason of Disability. If a Holder’s employment by, or association with, the Company or any Subsidiary terminates by
reason of Disability, any Stock Option held by such Holder, unless otherwise determined by the Committee and set forth in the Agreement,
shall thereupon automatically terminate, except that the portion of such Stock Option that has vested on the date of termination may
thereafter be exercised by the Holder for a period of one year (or such other greater or lesser period as the Committee may specify in
the Agreement) from the date of such termination or until the expiration of the stated term of such Stock Option, whichever period is
shorter.


 


(i) Termination
by Reason of Normal Retirement. Subject to the provisions of Section 12.3, if such Holder’s employment by, or association
with, the Company or any Subsidiary terminates due to Normal Retirement, any Stock Option held by such Holder, unless otherwise determined
by the Committee and set forth in the Agreement, shall thereupon automatically terminate, except that the portion of such Stock Option
that has vested on the date of termination may thereafter be exercised by the Holder for a period of one year (or such other greater
or lesser period as the Committee may specify in the Agreement) from the date of such termination or until the expiration of the stated
term of such Stock Option, whichever period is shorter.


 


(j) Other
Termination. Subject to the provisions of Section 12.3, if such Holder’s employment by, or association with, the Company
or any Subsidiary terminates for any reason other than death, Disability or Normal Retirement, any Stock Option held by such Holder,
unless otherwise determined by the Committee and set forth in the Agreement, shall thereupon automatically terminate, except that, if
the Holder’s employment is terminated by the Company or a Subsidiary without cause, the portion of such Stock Option that has vested
on the date of termination may thereafter be exercised by the Holder for a period of three months (or such other greater or lesser period
as the Committee may specify in the Agreement) from the date of such termination or until the expiration of the stated term of such Stock
Option, whichever period is shorter.


 




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(k) Buyout
and Settlement Provisions. The Committee may at any time, in its sole discretion, offer to repurchase a Stock Option previously
granted, at a purchase price not to exceed the Repurchase Value, based upon such terms and conditions as the Committee shall establish
and communicate to the Holder at the time that such offer is made.


 


(l) Rights
as Shareholder. A Holder shall have none of the rights of a Shareholder with respect to the shares subject to the Option until such
shares shall be transferred to the Holder upon the exercise of the Option.


 


Section
6. Stock Appreciation Rights.


 


6.1. Grant
and Exercise.  Subject to the terms and conditions of the Plan, the Committee may grant Stock Appreciation Rights in tandem
with an Option or alone and unrelated to an Option. The Committee may grant Stock Appreciation Rights to participants who have been or
are being granted Stock Options under the Plan as a means of allowing such participants to exercise their Stock Options without the need
to pay the exercise price in cash. In the case of a Non-qualified Stock Option, a Stock Appreciation Right may be granted either at or
after the time of the grant of such Non-qualified Stock Option. In the case of an Incentive Stock Option, a Stock Appreciation Right
may be granted only at the time of the grant of such Incentive Stock Option.


 


6.2. Terms
and Conditions. Stock Appreciation Rights shall be subject to the following terms and conditions:


 


(a) Exercisability. Stock
Appreciation Rights shall be exercisable as shall be determined by the Committee and set forth in the Agreement, subject, for Stock Appreciation
Rights granted in tandem with an Incentive Stock Option, to the limitations, if any, imposed by the Code with respect to related Incentive
Stock Options.


 


(b) Termination. All
or a portion of a Stock Appreciation Right granted in tandem with a Stock Option shall terminate and shall no longer be exercisable upon
the termination or after the exercise of the applicable portion of the related Stock Option.


 


(c) Method
of Exercise.  Stock Appreciation Rights shall be exercisable upon such terms and conditions as shall be determined by the Committee
and set forth in the Agreement and, for Stock Appreciation Rights granted in tandem with a Stock Option, by surrendering the applicable
portion of the related Stock Option. Upon exercise of all or a portion of a Stock Appreciation Right and, if applicable, surrender of
the applicable portion of the related Stock Option, the Holder shall be entitled to receive a number of shares of Common Stock equal
to the SAR Value divided by the Fair Market Value on the date the Stock Appreciation Right is exercised.


 


(d) Shares
Available Under Plan. The granting of a Stock Appreciation Right in tandem with a Stock Option shall not affect the number of shares
of Common Stock available for awards under the Plan. The number of shares available for awards under the Plan will, however, be reduced
by the number of shares of Common Stock acquirable upon exercise of the Stock Option to which such Stock Appreciation Right relates.


 


Section
7. Restricted Stock.


 


7.1. Grant. Shares
of Restricted Stock may be awarded either alone or in addition to other awards granted under the Plan. The Committee shall determine
the eligible persons to whom, and the time or times at which, grants of Restricted Stock will be awarded, the number of shares to be
awarded, the price (if any) to be paid by the Holder, the time or times within which such awards may be subject to forfeiture (“Restriction
Period”), the vesting schedule and rights to acceleration thereof and all other terms and conditions of the awards.


 




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7.2. Terms
and Conditions. Each Restricted Stock award shall be subject to the following terms and conditions:


 


(a) Certificates. Restricted
Stock, when issued, will be represented by a stock certificate or certificates registered in the name of the Holder to whom such Restricted
Stock shall have been awarded. During the Restriction Period, certificates representing the Restricted Stock and any securities constituting
Retained Distributions (as defined below) shall bear a legend to the effect that ownership of the Restricted Stock (and such Retained
Distributions) and the enjoyment of all rights appurtenant thereto are subject to the restrictions, terms and conditions provided in
the Plan and the Agreement. Such certificates shall be deposited by the Holder with the Company, together with stock powers or other
instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted
Stock and any securities constituting Retained Distributions that shall be forfeited or that shall not become vested in accordance with
the Plan and the Agreement.


 


(b) Rights
of Holder. Restricted Stock shall constitute issued and outstanding shares of Common Stock for all corporate purposes. The Holder
will have the right to vote such Restricted Stock and to exercise all other rights, powers and privileges of a holder of Common Stock
with respect to such Restricted Stock, with the exceptions that (i) the Holder will not be entitled to delivery of the stock certificate
or certificates representing such Restricted Stock until the Restriction Period shall have expired and unless all other vesting requirements
with respect thereto shall have been fulfilled; (ii) the Company will retain custody of the stock certificate or certificates representing
the Restricted Stock during the Restriction Period; (iii) the Company will retain custody of all dividends and distributions (“Retained
Distributions”) made, paid or declared with respect to the Restricted Stock (and such Retained Distributions will be subject to
the same restrictions, terms and conditions as are applicable to the Restricted Stock) until such time, if ever, as the Restricted Stock
with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested and with respect to
which the Restriction Period shall have expired; and (iv) a breach of any of the restrictions, terms or conditions contained in this
Plan or the Agreement or otherwise established by the Committee with respect to any Restricted Stock or Retained Distributions will cause
a forfeiture of such Restricted Stock and any Retained Distributions with respect thereto.


 


(c) Vesting;
Forfeiture. Upon the expiration of the Restriction Period with respect to each award of Restricted Stock and the satisfaction
of any other applicable restrictions, terms and conditions (i) all or part of such Restricted Stock shall become vested in accordance
with the terms of the Agreement, and (ii) any Retained Distributions with respect to such Restricted Stock shall become vested to the
extent that the Restricted Stock related thereto shall have become vested. Any such Restricted Stock and Retained Distributions that
do not vest shall be forfeited to the Company and the Holder shall not thereafter have any rights with respect to such Restricted Stock
and Retained Distributions that shall have been so forfeited.


 


Section
8. Other Stock-Based Awards.


 


Other
Stock-Based Awards may be awarded, subject to limitations under applicable law, that are denominated or payable in, valued in whole or
in part by reference to, or otherwise based on or related to, shares of Common Stock, as deemed by the Committee to be consistent with
the purposes of the Plan, including, without limitation, purchase rights, shares of Common Stock awarded which are not subject to any
restrictions or conditions, convertible or exchangeable debentures, or other rights convertible into shares of Common Stock and awards
valued by reference to the value of securities of or the performance of specified Subsidiaries. These other stock-based awards may include
performance shares or options, whose award is tied to specific performance criteria. Other Stock-Based Awards may be awarded either alone
or in addition to or in tandem with any other awards under this Plan or any other plan of the Company. Each other Stock-Based Award shall
be subject to such terms and conditions as may be determined by the Committee.


 




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Section
9. Accelerated Vesting and Exercisability.


 


9.1. Non-Approved
Transactions.  If any one person, or more than one person acting as a group, acquires the ownership of stock of the Company
that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or combined voting
power of the stock of the Company, and the Board does not authorize or otherwise approve such acquisition, then the vesting periods of
any and all Stock Options and other awards granted and outstanding under the Plan shall be accelerated and all such Stock Options and
awards will immediately and entirely vest, and the respective holders thereof will have the immediate right to purchase and/or receive
any and all Common Stock subject to such Stock Options and awards on the terms set forth in this Plan and the respective Agreements respecting
such Stock Options and awards. An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result
of a transaction in which the Company acquires its stock in exchange for property is not treated as an acquisition of stock for purposes
of this Section 9.1.


 


9.2. Approved
Transactions.  The Committee may, in the event of an acquisition by any one person, or more than one person acting as a group,
together with acquisitions during the 12-month period ending on the date of the most recent acquisition by such person or persons, of
assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all
of the assets of the Company immediately before such acquisition or acquisitions, or if any one person, or more than one person acting
as a group, acquires the ownership of stock of the Company that, together with the stock held by such person or group, constitutes more
than 50% of the total fair market value or combined voting power of the stock of the Company, which has been approved by the Company’s
Board of Directors, (i) accelerate the vesting of any and all Stock Options and other awards granted and outstanding under the Plan,
or (ii) require a Holder of any award granted under this Plan to relinquish such award to the Company upon the tender by the Company
to Holder of cash in an amount equal to the Repurchase Value of such award. For this purpose, gross fair market value means the value
of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with
such assets.


 


9.3. Code
Section 409A. Notwithstanding any provisions of this Plan or any award granted hereunder to the contrary, no acceleration shall
occur with respect to any award to the extent such acceleration would cause the Plan or an award granted hereunder to fail to comply
with Code Section 409A.


 


Section
10. Amendment and Termination.


 


The
Board may at any time, and from time to time, amend alter, suspend or discontinue any of the provisions of the Plan, but no amendment,
alteration, suspension or discontinuance shall be made that would impair the rights of a Holder under any Agreement theretofore entered
into hereunder, without the Holder’s consent, except as set forth in this Plan.


 


Section
11. Term of Plan.


 


11.1. Effective
Date. The Effective Date of the Plan shall be the date on which the Plan is adopted by the Board. Awards may be granted under
the Plan at any time after the Effective Date and before the date fixed herein for termination of the Plan; provided, however, that if
the Plan is not approved by the affirmative vote of the holders of a majority of the Common Stock cast at a duly held stockholders’
meeting at which a quorum is, either in person or by proxy, present and voting within one year from the Effective Date, then (i) no Incentive
Stock Options may be granted hereunder and (ii) all Incentive Stock Options previously granted hereunder shall be automatically converted
into Non-qualified Stock Options.


 


11.2. Termination
Date. Unless terminated by the Board, this Plan shall continue to remain effective until such time as no further awards may
be granted and all awards granted under the Plan are no longer outstanding. Notwithstanding the foregoing, grants of Incentive Stock
Options may be made only during the ten-year period beginning on the Effective Date.


 




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Section
12. General Provisions.


 


12.1. Written
Agreements. Each award granted under the Plan shall be confirmed by, and shall be subject to the terms of, the Agreement executed
by the Company and the Holder, or such other document as may be determined by the Committee. The Committee may terminate any award made
under the Plan if the Agreement relating thereto is not executed and returned to the Company within 10 days after the Agreement has been
delivered to the Holder for his or her execution.


 


12.2. Unfunded
Status of Plan. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With
respect to any payments not yet made to a Holder by the Company, nothing contained herein shall give any such Holder any rights that
are greater than those of a general creditor of the Company.


 


12.3. Employees.


 


(a) Engaging
in Competition With the Company; Solicitation of Customers and Employees; Disclosure of Confidential Information. If a Holder’s
employment with the Company or a Subsidiary is terminated for any reason whatsoever, and within 12 months after the date thereof such
Holder either (i) accepts employment with any competitor of, or otherwise engages in competition with, the Company or any of its Subsidiaries,
(ii) solicits any customers or employees of the Company or any of its Subsidiaries to do business with or render services to the Holder
or any business with which the Holder becomes affiliated or to which the Holder renders services or (iii) uses or discloses to anyone
outside the Company any confidential information or material of the Company or any of its Subsidiaries in violation of the Company’s
policies or any agreement between the Holder and the Company or any of its Subsidiaries, the Committee, in its sole discretion, may require
such Holder to return to the Company the economic value of any award that was realized or obtained by such Holder at any time during
the period beginning on the date that is six months prior to the date such Holder’s employment with the Company is terminated;
provided, however, that if the Holder is a resident of the State of California, such right must be exercised by the Company for cash
within six months after the date of termination of the Holder’s service to the Company or within six months after exercise of the
applicable Stock Option, whichever is later. In such event, Holder agrees to remit to the Company, in cash, an amount equal to the difference
between the Fair Market Value of the Shares on the date of termination (or the sales price of such Shares if the Shares were sold during
such six month period) and the price the Holder paid the Company for such Shares.


 


(b) Termination
for Cause. If a Holder’s employment with the Company or a Subsidiary is terminated for cause, the Committee may, in its
sole discretion, require such Holder to return to the Company the economic value of any award that was realized or obtained by such Holder
at any time during the period beginning on that date that is six months prior to the date such Holder’s employment with the Company
is terminated. In such event, Holder agrees to remit to the Company, in cash, an amount equal to the difference between the Fair Market
Value of the Shares on the date of termination (or the sales price of such Shares if the Shares were sold during such six month period)
and the price the Holder paid the Company for such Shares.


 


(c) No
Right of Employment. Nothing contained in the Plan or in any award hereunder shall be deemed to confer upon any Holder who is
an employee of the Company or any Subsidiary any right to continued employment with the Company or any Subsidiary, nor shall it interfere
in any way with the right of the Company or any Subsidiary to terminate the employment of any Holder who is an employee at any time.


 


12.4. Investment
Representations; Company Policy. The Committee may require each person acquiring shares of Common Stock pursuant to a Stock
Option or other award under the Plan to represent to and agree with the Company in writing that the Holder is acquiring the shares for
investment without a view to distribution thereof. Each person acquiring shares of Common Stock pursuant to a Stock Option or other award
under the Plan shall be required to abide by all policies of the Company in effect at the time of such acquisition and thereafter with
respect to the ownership and trading of the Company’s securities.


 




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12.5. Additional
Incentive Arrangements. Nothing contained in the Plan shall prevent the Board from adopting such other or additional incentive
arrangements as it may deem desirable, including, but not limited to, the granting of Stock Options and the awarding of Common Stock
and cash otherwise than under the Plan; and such arrangements may be either generally applicable or applicable only in specific cases.


 


12.6. Withholding
Taxes. Not later than the date as of which an amount must first be included in the gross income of the Holder for Federal income
tax purposes with respect to any Stock Option or other award under the Plan, the Holder shall pay to the Company, or make arrangements
satisfactory to the Committee regarding the payment of, any Federal, state and local taxes of any kind required by law to be withheld
or paid with respect to such amount. If permitted by the Committee, tax withholding or payment obligations may be settled with Common
Stock, including Common Stock that is part of the award that gives rise to the withholding requirement. The obligations of the Company
under the Plan shall be conditioned upon such payment or arrangements and the Company or the Holder’s employer (if not the Company)
shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Holder
from the Company or any Subsidiary.


 


12.7. Governing
Law. The Plan and all awards made and actions taken thereunder shall be governed by and construed in accordance with the law
of the State of Delaware (without regard to choice of law provisions).


 


12.8. Other
Benefit Plans. Any award granted under the Plan shall not be deemed compensation for purposes of computing benefits under any
retirement plan of the Company or any Subsidiary and shall not affect any benefits under any other benefit plan now or subsequently in
effect under which the availability or amount of benefits is related to the level of compensation (unless required by specific reference
in any such other plan to awards under this Plan).


 


12.9. Non-Transferability. Except
as otherwise expressly provided in the Plan or the Agreement, no right or benefit under the Plan may be alienated, sold, assigned, hypothecated,
pledged, exchanged, transferred, encumbranced or charged, and any attempt to alienate, sell, assign, hypothecate, pledge, exchange, transfer,
encumber or charge the same shall be void.


 


12.10.
Applicable Laws. The obligations of the Company with respect to all Stock Options and awards under the Plan shall be subject
to (i) all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required, including, without
limitation, the Securities Act, and (ii) the rules and regulations of any securities exchange on which the Common Stock may be listed.


 


12.11.
Conflicts. If any of the terms or provisions of the Plan or an Agreement conflict with the requirements of Section 422 of
the Code, then such terms or provisions shall be deemed inoperative to the extent they so conflict with such requirements. Additionally,
if this Plan or any Agreement does not contain any provision required to be included herein under Section 422 of the Code, such provision
shall be deemed to be incorporated herein and therein with the same force and effect as if such provision had been set out at length
herein and therein. If any of the terms or provisions of any Agreement conflict with any terms or provisions of the Plan, then such terms
or provisions shall be deemed inoperative to the extent they so conflict with the requirements of the Plan. Additionally, if any Agreement
does not contain any provision required to be included therein under the Plan, such provision shall be deemed to be incorporated therein
with the same force and effect as if such provision had been set out at length therein.


 


12.12.
Certain Awards Deferring or Accelerating the Receipt of Compensation. To the extent applicable, all awards granted, and all
Agreements entered into, under the Plan are intended to comply with Section 409A of the Code, which was added by the American Jobs Creation
Act of 2004 and relates to deferred compensation under nonqualified deferred compensation plans. The Committee, in administering the
Plan, intends, and the parties entering into any Agreement intend, to restrict provisions of any awards that may constitute deferred
receipt of compensation subject to Code Section 409A requirements to those consistent with this Section. The Board may amend the Plan
to comply with Code Section 409A in the future.


 


12.13.
Non-Registered Stock. The shares of Common Stock to be distributed under this Plan have not been, as of the Effective Date,
registered under the Securities Act or any applicable state or foreign securities laws and the Company has no obligation to any Holder
to register the Common Stock or to assist the Holder in obtaining an exemption from the various registration requirements, or to list
the Common Stock on a national securities exchange or any other trading or quotation system, including Nasdaq.


 




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