Exhibit 10.9


 


Acurx Pharmaceuticals, Inc.


 


2021 EQUITY INCENTIVE PLAN


 


1.              DEFINITIONS.
Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this Acurx Pharmaceuticals, Inc.
2021 Equity Incentive Plan, have the following meanings:


 


“Administrator”
means the Board of Directors, unless it has delegated power to act on its behalf to the Committee, in which case the term “Administrator”
means the Committee.


 


“Affiliate”
means a corporation or other entity, which, for purposes of Section 424 of the Code, is a parent or subsidiary of the Company, direct
or indirect.


 


“Agreement”
means a written or electronic document setting forth the terms of a Stock Right delivered pursuant to the Plan, in such form as the Administrator
shall approve.


 


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


 


“Cause” means,
with respect to a Participant (a) dishonesty with respect to the Company or any Affiliate, (b) insubordination, substantial malfeasance
or non-feasance of duty, (c) unauthorized disclosure of confidential information, (d) breach by a Participant of any provision
of any employment, consulting, advisory, nondisclosure, non-competition or similar agreement between the Participant and the Company or
any Affiliate, and (e) conduct substantially prejudicial to the business of the Company or any Affiliate; provided, however, that any
provision in an agreement between a Participant and the Company or an Affiliate, which contains a conflicting definition of Cause for
termination and which is in effect at the time of such termination, shall supersede this definition with respect to that Participant.
The determination of the Administrator as to the existence of Cause will be conclusive on the Participant and the Company.


 


“Change of Control”
means the occurrence of any of the following events:


 


Ownership. Any “Person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “Beneficial Owner” (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power
represented by the Company’s then outstanding voting securities (excluding for this purpose any such voting securities held by the
Company or its Affiliates or by any employee benefit plan of the Company) pursuant to a transaction or a series of related transactions
which the Board of Directors does not approve; or


 


Merger/Sale of
Assets. (A) A merger or consolidation of the Company whether or not approved by the Board of Directors, other than a merger or
consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of
such entity) more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity or
parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; or (B) the sale or
disposition by the Company of all or substantially all of the Company’s assets in a transaction requiring shareholder
approval; or


 






    


    


    

 


Change in Board Composition.
A change in the composition of the Board of Directors, as a result of which fewer than a majority of the directors are Incumbent Directors.
 “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the date this Plan was initially
adopted, or (B) are elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of
the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is
in connection with an actual or threatened proxy contest relating to the election of directors to the Company).


 


provided, that if any
payment or benefit payable hereunder upon or following a Change of Control would be required to comply with the limitations of Section
409A(a)(2)(A)(v) of the Code in order to avoid an additional tax under Section 409A of the Code, such payment or benefit shall be made
only if such Change of Control constitutes a change in ownership or control of the Company, or a change in ownership of the Company’s
assets in accordance with Section 409A of the Code.


 


“Code” means
the United States Internal Revenue Code of 1986, as amended including any successor statute, regulation and guidance thereto.


 


“Committee”
means the committee of the Board of Directors, if any, to which the Board of Directors has delegated power to act under or pursuant to
the provisions of the Plan.


 


“Common Stock”
means shares of the Company’s common stock, $.0001 par value per share.


 


“Company”
means Acurx Pharmaceuticals, Inc., a Delaware corporation.


 


“Consultant”
means any natural person who is an advisor or consultant who provides bona fide services to the Company or its Affiliates, provided that
such services are not in connection with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly
promote or maintain a market for the Company’s or its Affiliates’ securities.


 


“Corporate Transaction”
means a merger, consolidation, or sale of all or substantially all of the Company’s assets or the acquisition of all of the outstanding
voting stock of the Company in a single transaction or a series of related transactions by a single entity other than a transaction in
which the Company is the surviving corporation. Where a Corporate Transaction involves a tender offer that is reasonably expected to be
followed by a merger (as determined by the Administrator), the Corporate Transaction will be deemed to have occurred upon consummation
of the tender offer


 


“Disability”
or “Disabled” means permanent and total disability as defined in Section 22(e)(3) of the Code.


 






    2


    


    

 





“Employee”
means any employee of the Company or of an Affiliate (including, without limitation, an employee who is also serving as an officer or
director of the Company or of an Affiliate), designated by the Administrator to be eligible to be granted one or more Stock Rights under
the Plan.


 


“Exchange Act”
means the United States Securities Exchange Act of 1934, as amended.


 


“Fair Market Value”
of a Share of Common Stock means:


 


If the Common Stock is listed on a national
securities exchange or traded in the over-the-counter market and sales prices are regularly reported for the Common Stock, the
closing or, if not applicable, the last price of the Common Stock on the composite tape or other comparable reporting system for the trading
day on the applicable date and if such applicable date is not a trading day, the last market trading day prior to such date;


 


If the Common Stock is not traded on a
national securities exchange but is traded on the over-the-counter market, if sales prices are not regularly reported for the
Common Stock for the trading day referred to in clause (1), and if bid and asked prices for the Common Stock are regularly reported,
the mean between the bid and the asked price for the Common Stock at the close of trading in the over-the-counter market for the most
recent trading day on which Common Stock was traded on the applicable date and if such applicable date is not a trading day, the last
market trading day prior to such date; and


 


If the Common Stock is neither listed
on a national securities exchange nor traded in the over-the-counter market, such value as the Administrator, in good faith, shall
determine in compliance with applicable laws.


 


“ISO” means
a stock option intended to qualify as an incentive stock option under Section 422.


 


“Non-Qualified
Option” means a stock option which is not intended to qualify as an ISO.


 


“Option”
means an ISO or Non-Qualified Option granted under the Plan.


 


“Participant”
means an Employee, director or Consultant of the Company or an Affiliate to whom one or more Stock Rights are granted under the Plan.
As used herein, “Participant” shall include “Participant’s Survivors” where the context requires.


 


“Performance-Based
Award” means a Stock Grant or Stock-Based Award which vests based on the attainment of written Performance Goals as set forth
in Paragraph 9 hereof.


 


“Performance
Goals” means performance goals determined by the Committee in its sole discretion and set forth in an Agreement. The
satisfaction of Performance Goals shall be subject to certification by the Committee. The Committee has the authority to take
appropriate action with respect to the Performance Goals (including, without limitation, making adjustments to the Performance Goals
or determining the satisfaction of the Performance Goals in connection with a Corporate Transaction) provided that any such action
does not otherwise violate the terms of the Plan.


 






    3


    


    

 


“Plan” means
this Acurx Pharmaceuticals, Inc. 2021 Equity Incentive Plan.


 


“SAR” means
a stock appreciation right.


 


“Section 409A”
means Section 409A of the Code.


 


“Section 422”
means Section 422 of the Code.


 


“Securities Act”
means the United States Securities Act of 1933, as amended.


 


“Shares”
means shares of the Common Stock as to which Stock Rights have been or may be granted under the Plan or any shares of capital stock into
which the Shares are changed or for which they are exchanged within the provisions of Paragraph 3 of the Plan. The Shares issued
under the Plan may be authorized and unissued shares or shares held by the Company in its treasury, or both.


 


“Stock-Based Award”
means a grant by the Company under the Plan of an equity award or an equity based award, which is not an Option or a Stock Grant.


 


“Stock Grant”
means a grant by the Company of Shares under the Plan.


 


“Stock Right”
means an ISO, a Non-Qualified Option, a Stock Grant or a Stock-Based Award or a right to Shares or the value of Shares of the Company
granted pursuant to the Plan.


 


“Substitute Award”
means an award issued under the Plan in substitution for one or more equity awards of an acquired company that are converted, replaced
or adjusted in connection with the acquisition.


 


“Survivor”
means a deceased Participant’s legal representatives and/or any person or persons who acquired the Participant’s rights to
a Stock Right by will or by the laws of descent and distribution.


 


2.                 
PURPOSES OF THE PLAN. The Plan is intended to encourage ownership of Shares by Employees and directors of and certain Consultants
to the Company and its Affiliates in order to attract and retain such people, to induce them to work for the benefit of the Company or
of an Affiliate and to provide additional incentive for them to promote the success of the Company or of an Affiliate. The Plan provides
for the granting of ISOs, Non-Qualified Options, Stock Grants and Stock-Based Awards.


 






    4


    


    

 


3.                 
SHARES SUBJECT TO THE PLAN.


 





(a)              
 The number of Shares which may be issued from time to time pursuant to this Plan shall be 2,000,000 shares of Common Stock.


 


(b)              
Notwithstanding Subparagraph (a) above, on the second day of each fiscal year of the Company during the period beginning in fiscal
year 2022, and ending on the second day of fiscal year 2031, the number of Shares that may be issued from time to time pursuant to the
Plan, shall be increased by an amount equal to the lesser of (i) 4% of the number of outstanding shares of Common Stock on such date and
(ii) an amount determined by the Administrator. Notwithstanding the foregoing, the maximum number of Shares available for grant under
the Plan as ISOs will be equal to 2,000,000. The limits set forth in this Paragraph 3 will be construed to comply with the applicable
requirements of Section 422.


 


(c)              
If an Option ceases to be “outstanding”, in whole or in part (other than by exercise), or if the Company shall reacquire
(at not more than its original issuance price) any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock Right
expires or is forfeited, cancelled, or otherwise terminated or results in any Shares not being issued, the unissued or reacquired Shares
which were subject to such Stock Right shall again be available for issuance from time to time pursuant to this Plan; provided, however,
that the number of Shares underlying any awards under the Plan that are retained or repurchased on the exercise of an Option or the vesting
or issuance of any Stock Right to cover the exercise price and/or tax withholding required by the Company in connection with vesting shall
not be added back to the Shares available for issuance under the Plan; and provided, further that, in the case of ISOs, the foregoing
provisions shall be subject to any limitations under the Code. In addition, any Shares repurchased using exercise price proceeds will
not be available for issuance under the Plan.


 


(d)              
The Administrator may grant Substitute Awards under the Plan. To the extent consistent with the requirements of Section 422 and
the regulations thereunder and other applicable legal requirements (including applicable stock exchange requirements), Shares issued in
respect of Substitute Awards will be in addition to and will not reduce the shares available under the Plan. Notwithstanding the foregoing,
if any Substitute Award is settled in cash or expires, becomes unexercisable, terminates or is forfeited to or repurchased by the Company
without the issuance or retention of Shares, the Shares previously subject to such award will not be available for future issuance under
the Plan. The Administrator will determine the extent to which the terms and conditions of the Plan apply to Substitute Awards, if at
all; provided, however, that Substitute Awards will not be subject to the limits described in Paragraph 4(c) below.


 


4.                 
ADMINISTRATION OF THE PLAN. The Administrator of the Plan will be the Board of Directors, except to the extent the Board
of Directors delegates its authority to the Committee, in which case the Committee shall be the Administrator. Subject to the provisions
of the Plan, the Administrator is authorized to:


 


(a)              
Interpret the provisions of the Plan and all Stock Rights and to make all rules and determinations which it deems necessary or
advisable for the administration of the Plan;


 


(b)              
Determine which Employees, directors and Consultants shall be granted Stock Rights;


 






    5


    


    

 





(c)              
 Determine the number of Shares for which a Stock Right or Stock Rights shall be granted; provided, however, that in no
event shall the aggregate grant date fair value (determined in accordance with ASC 718) of Stock Rights to be granted and any other cash
compensation paid to any non-employee director in any calendar year, exceed $750,000, increased to $1,000,000 in the year in which such
non-employee director initially joins the Board of Directors;


 


(d)              
Specify the terms and conditions upon which a Stock Right or Stock Rights may be granted provided that no dividends or dividend
equivalents shall be paid on any Stock Right prior to the vesting of the underlying Shares;


 


(e)              
Amend any term or condition of any outstanding Stock Right, provided that (i) such term or condition as amended is not prohibited
by the Plan; and (ii) any such amendment shall not impair the rights of a Participant under any Stock Right previously granted without
such Participant’s consent or in the event of death of the Participant the Participant’s Survivors;


 


(f)               
Determine and make any adjustments in the Performance Goals included in any Performance-Based Awards; and


 


(g)              
Adopt any sub-plans applicable to residents of any specified jurisdiction as it deems necessary or appropriate in order to comply
with or take advantage of any tax or other laws applicable to the Company, any Affiliate or to Participants or to otherwise facilitate
the administration of the Plan, which sub-plans may include additional restrictions or conditions applicable to Stock Rights or Shares
issuable pursuant to a Stock Right;


 


(h)              
Subject to the foregoing, the interpretation and construction by the Administrator of any provisions of the Plan or of any Stock
Right granted under it shall be final, unless otherwise determined by the Board of Directors, if the Administrator is the Committee. In
addition, if the Administrator is the Committee, the Board of Directors may take any action under the Plan that would otherwise be the
responsibility of the Committee.


 


To the extent permitted under
applicable law, the Board of Directors or the Committee may allocate all or any portion of its responsibilities and powers to any one
or more of its members and may delegate all or any portion of its responsibilities and powers to any other person selected by it. The
Board of Directors or the Committee may revoke any such allocation or delegation at any time. Notwithstanding the foregoing, only the
Board of Directors or the Committee shall be authorized to grant a Stock Right to any director of the Company or to any “officer”
of the Company as defined by Rule 16a-1 under the Exchange Act.


 


5.                  ELIGIBILITY
FOR PARTICIPATION. The Administrator will, in its sole discretion, name the Participants in the Plan; provided, however, that
each Participant must be an Employee, director or Consultant of the Company or of an Affiliate at the time a Stock Right is granted.
Notwithstanding the foregoing, the Administrator may authorize the grant of a Stock Right to a person in anticipation of such person
becoming an Employee, director or Consultant of the Company or of an Affiliate; provided, that the actual grant of such Stock Right
shall be conditioned upon such person becoming eligible to become a Participant at or prior to the time of the execution of the
Agreement evidencing such Stock Right. ISOs may be granted only to Employees. Non-Qualified Options, Stock Grants and
Stock-Based Awards may be granted to any Employee, director or Consultant of the Company or an Affiliate. The granting of any Stock
Right to any individual shall neither entitle that individual to, nor disqualify that individual from, participation in any other
grant of Stock Rights or any grant under any other benefit plan established by the Company or any Affiliate for Employees, directors
or Consultants.


 






    6


    


    

 


6.                 
TERMS AND CONDITIONS OF OPTIONS. Each Option shall be set forth in an Option Agreement, duly executed by the Company and,
to the extent required by law or requested by the Company, by the Participant. The Administrator may provide that Options be granted subject
to such terms and conditions, consistent with the terms and conditions specifically required under this Plan, as the Administrator may
deem appropriate including, without limitation, subsequent approval by the shareholders of the Company of this Plan or any amendments
thereto. The Option Agreements shall be subject to at least the following terms and conditions:


 


(a)              
Non-Qualified Options: Each Option intended to be a Non-Qualified Option shall be subject to the terms and conditions
which the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum standards
for any such Non-Qualified Option:


 


		(i)	Exercise Price: Each Option Agreement shall state the exercise price (per share) of the Shares
covered by each Option, which exercise price shall be determined by the Administrator and shall be at least equal to the Fair Market Value
per share of the Common Stock on the date of grant of the Option.



 


		(ii)	Number of Shares: Each Option Agreement shall state the number of Shares to which it pertains.



 


		(iii)	Vesting: Each Option Agreement shall state the date or dates on which it first is exercisable and
the date after which it may no longer be exercised, and may provide that the Option rights accrue or become exercisable in installments
over a period of months or years, or upon the occurrence of certain performance conditions or the attainment of stated goals or events.



 


		(iv)	Additional Conditions: Exercise of any Option may be conditioned upon the Participant’s execution
of a shareholders agreement in a form satisfactory to the Administrator providing for certain protections for the Company and its other
shareholders, including requirements that:



 


		(A)	The Participant’s or the Participant’s Survivors’ right to sell or transfer the Shares
may be restricted; and



 


		(B)	The Participant or the Participant’s Survivors may be required to execute letters of investment
intent and must also acknowledge that the Shares will bear legends noting any applicable restrictions.



 






    7


    


    

 





		(v)	Term of Option: Each Option shall terminate not more than ten years from the date of the grant
or at such earlier time as the Option Agreement may provide.



 


(b)              
ISOs: Each Option intended to be an ISO shall be issued only to an Employee who is deemed to be a resident of the United
States for tax purposes, and shall be subject to the following terms and conditions, with such additional restrictions or changes as the
Administrator determines are appropriate but not in conflict with Section 422 and relevant regulations and rulings of the Internal Revenue
Service:


 


		(i)	Minimum Standards: The ISO shall meet the minimum standards required of Non-Qualified Options,
as described in Paragraph 6(a) above, except clause (i) and (v) thereunder.



 


		(ii)	Exercise Price: Immediately before the ISO is granted, if the Participant owns, directly or by
reason of the applicable attribution rules in Section 424(d) of the Code:



 


		(A)	10% or less of the total combined voting power of all classes of stock of the Company or an Affiliate,
the exercise price per share of the Shares covered by each ISO shall not be less than 100% of the Fair Market Value per share of the Common
Stock on the date of grant of the Option; or



 


		(B)	More than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate,
the exercise price per share of the Shares covered by each ISO shall not be less than 110% of the Fair Market Value per share of the Common
Stock on the date of grant of the Option.



 


		(iii)	Term of Option: For Participants who own:



 


		(A)	10% or less of the total combined voting power of all classes of stock of the Company or an Affiliate,
each ISO shall terminate not more than ten years from the date of the grant or at such earlier time as the Option Agreement may provide;
or



 


		(B)	More than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate,
each ISO shall terminate not more than five years from the date of the grant or at such earlier time as the Option Agreement may provide.



 


		(iv)	Limitation on Yearly Exercise: To the extent that aggregate Fair Market Value (determined on the
date each ISO is granted) of the Shares with respect to which ISOs are exercisable for the first time by the Participant in any calendar
year exceeds $100,000, such Options shall be treated as Non-Qualified
Options even if denominated ISOs at grant.



 






    8


    


    

 


		(A)	Except in connection with a corporate transaction involving the Company (which term includes, without
limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination or exchange of shares) or as otherwise contemplated by Paragraph 24 below, the Company may not, without obtaining
stockholder approval, (i) amend the terms of outstanding Options to reduce the exercise price of such Options, (ii) cancel outstanding
Options in exchange for Options that have an exercise price that is less than the exercise price value of the original Options, or (iii)
cancel outstanding Options that have an exercise price greater than the Fair Market Value of a Share on the date of such cancellation
in exchange for cash or other consideration.



 


7.                 
TERMS AND CONDITIONS OF STOCK GRANTS. Each Stock Grant to a Participant shall state the principal terms in an Agreement
duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Agreement shall be
in a form approved by the Administrator and shall contain terms and conditions which the Administrator determines to be appropriate and
in the best interest of the Company, subject to the following minimum standards:


 


(a)              
Each Agreement shall state the purchase price per share, if any, of the Shares covered by each Stock Grant, which purchase price
shall be determined by the Administrator but shall not be less than the minimum consideration required by the Delaware General Corporation
Law, on the date of the grant of the Stock Grant;


 


(b)              
Each Agreement shall state the number of Shares to which the Stock Grant pertains;


 


(c)              
Each Agreement shall include the terms of any right of the Company to restrict or reacquire the Shares subject to the Stock Grant,
including the time period or attainment of Performance Goals or such other performance criteria upon which such rights shall accrue and
the purchase price therefor, if any; and


 


(d)              
Dividends (other than stock dividends to be issued pursuant to Section 25 of the Plan) may accrue but shall not be paid
prior to the time, and may be paid only to the extent that the restrictions or rights to reacquire the Shares subject to the Stock Grant
lapse. Any entitlement to dividend equivalents or similar entitlements will be established and administered either consistent with an
exemption from, or in compliance with the applicable requirements of Section 409A.


 






    9


    


    

s





8.                 
 TERMS AND CONDITIONS OF OTHER STOCK-BASED AWARDS. The Administrator shall have the right to grant other Stock-Based Awards
based upon the Common Stock having such terms and conditions as the Administrator may determine, including, without limitation, the grant
of Shares based upon certain conditions, the grant of securities convertible into Shares and the grant of SARs, phantom stock awards or
stock units. The principal terms of each Stock-Based Award shall be set forth in an Agreement, duly executed by the Company and, to the
extent required by law or requested by the Company, by the Participant. The Agreement shall be in a form approved by the Administrator
and shall contain terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company. Each
Agreement shall include the terms of any right of the Company including the right to terminate the Stock-Based Award without the issuance
of Shares, the terms of any vesting conditions, Performance Goals or events upon which Shares shall be issued, provided that dividends
(other than stock dividends to be issued pursuant to Section 25 of the Plan) or dividend equivalents may accrue but shall not be paid
prior to and may be paid only to the extent that the Shares subject to the Stock-Based Award vest. Under no circumstances may the Agreement
covering SARs (a) have an exercise or base price (per share) that is less than the Fair Market Value per share of Common Stock on
the date of grant or (b) expire more than ten years following the date of grant.


 


9.                 
PERFORMANCE-BASED AWARDS. The Committee shall determine whether, with respect to a performance period, the applicable Performance
Goals have been met with respect to a given Participant and, if they have, to so certify and ascertain the amount of the applicable Performance-Based
Award. No Performance-Based Awards will be issued for such performance period until such certification is made by the Committee. The number
of Shares issued in respect of a Performance-Based Award determined by the Committee for a performance period shall be paid to the Participant
at such time as determined by the Committee in its sole discretion after the end of such performance period, and any dividends (other
than stock dividends to be issued pursuant to Section 25 of the Plan) or dividend equivalents that accrue shall only be paid in respect
of the number of Shares earned in respect of such Performance-Based Award.


 


10.              EXERCISE
OF OPTIONS AND ISSUE OF SHARES. An Option (or any part or installment thereof) shall be exercised by giving written
notice to the Company or its designee (in a form acceptable to the Administrator, which may include electronic notice), together
with provision for payment of the aggregate exercise price in accordance with this Paragraph for the Shares as to which the Option
is being exercised, and upon compliance with any other condition(s) set forth in the Option Agreement. Such notice shall be signed
by the person exercising the Option (which signature may be provided electronically in a form acceptable to the Administrator),
shall state the number of Shares with respect to which the Option is being exercised and shall contain any representation required
by the Plan or the Option Agreement. Payment of the exercise price for the Shares as to which such Option is being exercised shall
be made (a) in United States dollars in cash or by check; or (b) at the discretion of the Administrator, through delivery
of shares of Common Stock held for at least six months (if required to avoid negative accounting treatment) having a Fair Market
Value equal as of the date of the exercise to the aggregate cash exercise price for the number of Shares as to which the Option is
being exercised; or (c) at the discretion of the Administrator, by having the Company retain from the Shares otherwise issuable
upon exercise of the Option, a number of Shares having a Fair Market Value equal as of the date of exercise to the aggregate
exercise price for the number of Shares as to which the Option is being exercised; or (d) unless otherwise determined by the
Administrator, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the
Administrator; or (e) at the discretion of the Administrator, by any combination of (a), (b), (c) and (d) above or (f) at the
discretion of the Administrator, by payment of such other lawful consideration as the Administrator may determine. Notwithstanding
the foregoing, the Administrator shall accept only such payment on exercise of an ISO as is permitted by Section 422.


 






    10


    


    

 


The Company shall then reasonably
promptly deliver the Shares as to which such Option was exercised to the Participant (or to the Participant’s Survivors, as the
case may be). In determining what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery
of the Shares may be delayed by the Company if the Administrator determines it is necessary to comply with any law or regulation (including,
without limitation, federal securities laws) that requires the Company to take any action with respect to the Shares prior to their issuance.
The Shares shall, upon delivery, be fully paid, non-assessable Shares.


 


11.             
PAYMENT IN CONNECTION WITH THE ISSUANCE OF STOCK GRANTS AND STOCK-BASED AWARDS AND ISSUE OF SHARES. Any Stock Grant or Stock-Based
Award requiring payment of a purchase price for the Shares as to which such Stock Grant or Stock-Based Award is being granted shall be
made (a) in United States dollars in cash or by check; or (b) at the discretion of the Administrator, through delivery of shares of Common
Stock held for at least six months (if required to avoid negative accounting treatment) and having a Fair Market Value equal as of the
date of payment to the purchase price of the Stock Grant or Stock-Based Award; or (c) by delivery of a promissory note, if the Board of
Directors has expressly authorized the loan of funds to the Participant for the purpose of enabling or assisting the Participant to effect
such purchase; (d) at the discretion of the Administrator, by any combination of (a) through (c) above; or (e) at the discretion of the
Administrator, by payment of such other lawful consideration as the Administrator may determine.


 


The Company shall when required
by the applicable Agreement, reasonably promptly deliver the Shares as to which such Stock Grant or Stock-Based Award was made to the
Participant (or to the Participant’s Survivors, as the case may be), subject to any escrow provision set forth in the applicable
Agreement. In determining what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery
of the Shares may be delayed by the Company if the Administrator determines it is necessary to comply with any law or regulation (including,
without limitation, federal securities laws) which requires the Company to take any action with respect to the Shares prior to their issuance.


 


12.             
RIGHTS AS A SHAREHOLDER. No Participant to whom a Stock Right has been granted shall have rights as a shareholder with respect
to any Shares covered by such Stock Right except after due exercise of an Option or issuance of Shares as set forth in any Agreement,
tender of the aggregate exercise or purchase price, if any, for the Shares being purchased and registration of the Shares in the Company’s
share register in the name of the Participant. In addition, at the discretion of the Administrator, the Company shall have received an
opinion of its counsel that the Shares may be issued in compliance with the Securities Act without registration thereunder.


 


13.              ASSIGNABILITY
AND TRANSFERABILITY OF STOCK RIGHTS. By its terms, a Stock Right granted to a Participant shall not be transferable by the
Participant other than (i) by will or by the laws of descent and distribution, or (ii) as approved by the Administrator in its
discretion and set forth in the applicable Agreement provided that no Stock Right may be transferred by a Participant for value.
Notwithstanding the foregoing, an ISO transferred except in compliance with clause (i) above shall no longer qualify as an ISO. The
designation of a beneficiary of a Stock Right by a Participant, with the prior approval of the Administrator and in such form as the
Administrator shall prescribe, shall not be deemed a transfer prohibited by this Paragraph. Except as provided above during the
Participant’s lifetime a Stock Right shall only be exercisable by or issued to such Participant (or such Participant’s
legal representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and
shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other
disposition of any Stock Right or of any rights granted thereunder contrary to the provisions of this Plan, or the levy of any
attachment or similar process upon a Stock Right, shall be null and void.


 






    11


    


    

 


14.             
EFFECT ON OPTIONS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE OR DEATH OR DISABILITY. Except as otherwise provided in
a Participant’s Option Agreement, in the event of a termination of service (whether as an Employee, director or Consultant) with
the Company or an Affiliate before the Participant has exercised an Option, the following rules apply:


 


(a)              
A Participant who ceases to be an Employee, director or Consultant of the Company or of an Affiliate (for any reason other than
termination for Cause, Disability, or death for which events there are special rules in Paragraphs 15, 16, and 17, respectively), may
exercise any Option granted to such Participant to the extent that the Option is exercisable on the date of such termination of service,
but only within such term as the Administrator has designated in a Participant’s Option Agreement.


 


(b)              
Except as provided in Subparagraph (c) below, or Paragraph 16 or 17, in no event may an Option intended to be an ISO, be exercised
later than three months after the Participant’s termination of employment.


 


(c)              
The provisions of this Paragraph, and not the provisions of Paragraph 16 or 17, shall apply to a Participant who subsequently becomes
Disabled or dies after the termination of employment, director status or consultancy; provided, however, in the case of a Participant’s
Disability or death within three months after the termination of employment, director status or consultancy, the Participant or the Participant’s
Survivors may exercise the Option within one year after the date of the Participant’s termination of service, but in no event after
the date of expiration of the term of the Option.


 


(d)              
Notwithstanding anything herein to the contrary, if subsequent to a Participant’s termination of employment, termination
of director status or termination of consultancy, but prior to the exercise of an Option, the Administrator determines that, either prior
or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then such Participant
shall forthwith cease to have any right to exercise any Option.


 


(e)               A
Participant to whom an Option has been granted under the Plan who is absent from the Company or an Affiliate because of temporary
disability (any disability other than a Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose,
shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such
Participant’s employment, director status or consultancy with the Company or with an Affiliate, except as the Administrator
may otherwise expressly provide; provided, however, that, for ISOs, any leave of absence granted by the Administrator of greater
than three months, unless pursuant to a contract or statute that guarantees the right to reemployment, shall cause such ISO to
become a Non-Qualified Option on the date that is six months following the commencement of such leave of absence.


 






    12 


     


    

 


(f)               
Except as required by law or as set forth in a Participant’s Option Agreement, Options granted under the Plan shall not be
affected by any change of a Participant’s status within or among the Company and any Affiliates, so long as the Participant continues
to be an Employee, director or Consultant of the Company or any Affiliate.


 


15.             
EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR CAUSE. Except as otherwise provided in a Participant’s Option Agreement,
the following rules apply if the Participant’s service (whether as an Employee, director or Consultant) with the Company or an Affiliate
is terminated for Cause prior to the time that all such Participant’s outstanding Options have been exercised:


 


(a)              
All outstanding and unexercised Options as of the time the Participant is notified such Participant’s service is terminated
for Cause will immediately be forfeited.


 


(b)              
Cause is not limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary that
the Administrator’s finding of Cause occur prior to termination. If the Administrator determines, subsequent to a Participant’s
termination of service but prior to the exercise of an Option, that either prior or subsequent to the Participant’s termination
the Participant engaged in conduct which would constitute Cause, then the right to exercise any Option is forfeited.


 


16.             
EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY. Except as otherwise provided in a Participant’s Option
Agreement:


 


(a)              
A Participant who ceases to be an Employee, director or Consultant of the Company or of an Affiliate by reason of Disability may
exercise any Option granted to such Participant to the extent that the Option has become exercisable but has not been exercised on the
date of the Participant’s termination of service due to Disability; and in the event rights to exercise the Option accrue periodically,
to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional
vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based
upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due
to Disability.


 


(b)               A
Disabled Participant may exercise the Option only within the period ending one year after the date of the Participant’s
termination of service due to Disability, notwithstanding that the Participant might have been able to exercise the Option as to
some or all of the Shares on a later date if the Participant had not been terminated due to Disability and had continued to be an
Employee, director or Consultant or, if earlier, within the originally prescribed term of the Option.


 






    13 


     


    

 


(c)              
The Administrator shall make the determination both of whether Disability has occurred and the date of its occurrence (unless a
procedure for such determination is set forth in another agreement between the Company and such Participant, in which case such procedure
shall be used for such determination). If requested, the Participant shall be examined by a physician selected or approved by the Administrator,
the cost of which examination shall be paid for by the Company.


 


17.             
EFFECT ON OPTIONS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT. Except as otherwise provided in a Participant’s
Option Agreement:


 


(a)              
In the event of the death of a Participant while the Participant is an Employee, director or Consultant of the Company or of an
Affiliate, such Option may be exercised by the Participant’s Survivors to the extent that the Option has become exercisable but
has not been exercised on the date of death; and in the event rights to exercise the Option accrue periodically, to the extent of a pro
rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant
not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s
date of death.


 


(b)              
If the Participant’s Survivors wish to exercise the Option, they must take all necessary steps to exercise the Option within
one year after the date of death of such Participant, notwithstanding that the decedent might have been able to exercise the Option as
to some or all of the Shares on a later date if he or she had not died and had continued to be an Employee, director or Consultant or,
if earlier, within the originally prescribed term of the Option.


 


18.             
EFFECT OF TERMINATION OF SERVICE ON UNACCEPTED STOCK GRANTS AND STOCK-BASED AWARDS. In the event of a termination of service
(whether as an Employee, director or Consultant) with the Company or an Affiliate for any reason before the Participant has accepted a
Stock Grant or a Stock-Based Award and paid the purchase price, if required, such grant shall terminate.


 


For purposes of this Paragraph
18 and Paragraph 19 below, a Participant to whom a Stock Grant or a Stock-Based Award has been issued under the Plan who is absent from
work with the Company or with an Affiliate because of temporary disability (any disability other than a Disability as defined in Paragraph
1 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of such
absence alone, to have terminated such Participant’s employment, director status or consultancy with the Company or with an Affiliate,
except as the Administrator may otherwise expressly provide.


 


In addition, for purposes
of this Paragraph 18 and Paragraph 19 below, any change of employment or other service within or among the Company and any Affiliates
shall not be treated as a termination of employment, director status or consultancy so long as the Participant continues to be an Employee,
director or Consultant of the Company or any Affiliate.


 






    14 


     


    

 


19.             
 EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE, DEATH or DISABILITY. Except
as otherwise provided in a Participant’s Agreement, in the event of a termination of service for any reason (whether as an Employee,
director or Consultant), other than termination for Cause, death or Disability for which there are special rules in Paragraphs 20, 21,
and 22 below, before all forfeiture provisions or Company rights of repurchase shall have lapsed, then the Company shall have the right
to cancel or repurchase that number of Shares subject to a Stock Grant or Stock-Based Award as to which the Company’s forfeiture
or repurchase rights have not lapsed.


 


20.             
EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE FOR CAUSE. Except as otherwise provided in a Participant’s
Agreement, the following rules apply if the Participant’s service (whether as an Employee, director or Consultant) with the Company
or an Affiliate is terminated for Cause:


 


(a)              
All Shares subject to any Stock Grant or Stock-Based Award that remain subject to forfeiture provisions or as to which the Company
shall have a repurchase right shall be immediately forfeited to the Company as of the time the Participant is notified that such Participant’s
service is terminated for Cause.


 


(b)              
Cause is not limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary that
the Administrator’s finding of Cause occur prior to termination. If the Administrator determines, subsequent to a Participant’s
termination of service, that either prior or subsequent to the Participant’s termination the Participant engaged in conduct which
would constitute Cause, then all Shares subject to any Stock Grant or Stock-Based Award that remained subject to forfeiture provisions
or as to which the Company had a repurchase right on the date of termination shall be immediately forfeited to the Company.


 


21.             
EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE FOR DISABILITY. Except as otherwise provided in
a Participant’s Agreement, the following rules apply if a Participant ceases to be an Employee, director or Consultant of the Company
or of an Affiliate by reason of Disability: to the extent the forfeiture provisions or the Company’s rights of repurchase have not
lapsed on the date of Disability, they shall be exercisable; provided, however, that in the event such forfeiture provisions or rights
of repurchase lapse periodically, such provisions or rights shall lapse to the extent of a pro rata portion of the Shares subject to such
Stock Grant or Stock-Based Award through the date of Disability as would have lapsed had the Participant not become Disabled. The proration
shall be based upon the number of days accrued prior to the date of Disability.


 


The Administrator shall make
the determination both as to whether Disability has occurred and the date of its occurrence (unless a procedure for such determination
is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used for such determination).
If requested, the Participant shall be examined by a physician selected or approved by the Administrator, the cost of which examination
shall be paid for by the Company.


 


22.              EFFECT
ON STOCK GRANTS AND STOCK-BASED AWARDS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT. Except as otherwise provided in a
Participant’s Agreement, the following rules apply in the event of the death of a Participant while the Participant is an
Employee, director or Consultant of the Company or of an Affiliate: to the extent the forfeiture provisions or the Company’s
rights of repurchase have not lapsed on the date of death, they shall be exercisable; provided, however, that in the event such
forfeiture provisions or rights of repurchase lapse periodically, such provisions or rights shall lapse to the extent of a pro rata
portion of the Shares subject to such Stock Grant or Stock-Based Award through the date of death as would have lapsed had the
Participant not died. The proration shall be based upon the number of days accrued prior to the Participant’s date of
death.


 






    15 


     


    

 


23.             
PURCHASE FOR INVESTMENT.


 


(a)              
Unless the offering and sale of the Shares shall have been effectively registered under the Securities Act, the Company shall be
under no obligation to issue Shares under the Plan unless and until the following conditions have been fulfilled:


 


(b)              
The person who receives a Stock Right shall warrant to the Company, prior to the receipt of Shares, that such person is acquiring
such Shares for such person’s own account, for investment, and not with a view to, or for sale in connection with, the distribution
of any such Shares, in which event the person acquiring such Shares shall be bound by the provisions of the following legend (or a legend
in substantially similar form) which shall be endorsed upon the certificate evidencing the Shares issued pursuant to such exercise or
such grant of a Stock Right:


 


“The shares
represented by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including
a pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act
of 1933, as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration
under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws.”


 


24.             
DISSOLUTION OR LIQUIDATION OF THE COMPANY. Upon the dissolution or liquidation of the Company, all Options granted under
this Plan which as of such date shall not have been exercised and all Stock Grants and Stock-Based Awards which have not been accepted,
to the extent required under the applicable Agreement, will terminate and become null and void; provided, however, that if the rights
of a Participant or a Participant’s Survivors have not otherwise terminated and expired, the Participant or the Participant’s
Survivors will have the right immediately prior to such dissolution or liquidation to exercise or accept any Stock Right to the extent
that the Stock Right is exercisable or subject to acceptance as of the date immediately prior to such dissolution or liquidation. Upon
the dissolution or liquidation of the Company, any outstanding Stock-Based Awards shall immediately terminate unless otherwise determined
by the Administrator or specifically provided in the applicable Agreement.


 


25.             
ADJUSTMENTS. Upon the occurrence of any of the following events, a Participant’s rights with respect to any Stock
Right granted to such Participant hereunder shall be adjusted as hereinafter provided, unless otherwise specifically provided in a Participant’s
Agreement.


 


(a)              
Stock Dividends and Stock Splits.


 






    16 


     


    

 


		(i)	If (1) the shares of Common Stock shall be subdivided or combined into a greater or smaller number
of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, or (2) additional
shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares
of Common Stock, each Stock Right and the number of shares of Common Stock deliverable thereunder shall be appropriately increased or
decreased proportionately, and appropriate adjustments shall be made including, in the exercise, base or purchase price per share and
in the Performance Goals applicable to outstanding Performance-Based Awards to reflect such events. The number of Shares subject to the
limitations in Paragraphs 3(a) and 4(c) shall also be proportionately adjusted upon the occurrence of such events.



 


		(ii)	The Administrator may also make adjustments of the type described in Paragraph 25(a) above to take into
account distributions to stockholders other than those provided for in Paragraphs 25(b) below, or any other event, if the Administrator
determines that adjustments are appropriate to avoid distortion in the operation of the Plan or any award, having due regard for the qualification
of ISOs under Section 422, the requirements of Section 409A, to the extent applicable.



 


		(iii)	References in the Plan to Shares will be construed to include any stock or securities resulting from an
adjustment pursuant to this Paragraph 25(a).



 


(b)               Corporate
Transactions. If the Company is to be consolidated with or acquired by another entity in a Corporate Transaction, the
Administrator or the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor
Board”), may, as to outstanding Options, take any of the following actions: (i) make appropriate provision for the
continuation of such Options by substituting on an equitable basis for the Shares then subject to such Options either the
consideration payable with respect to the outstanding shares of Common Stock in connection with the Corporate Transaction or
securities of any successor or acquiring entity; or (ii) upon written notice to the Participants, provide that such Options must be
exercised (either (A) to the extent then exercisable or (B) at the discretion of the Administrator, any such Options being made
partially or fully exercisable for purposes of this Subparagraph), within a specified number of days of the date of such notice, at
the end of which period such Options which have not been exercised shall terminate; or (iii) terminate such Options in exchange for
payment of an amount equal to the consideration payable upon consummation of such Corporate Transaction to a holder of the number of
shares of Common Stock into which such Option would have been exercisable (either (A) to the extent then exercisable or, (B) at the
discretion of the Administrator, any such Options being made partially or fully exercisable for purposes of this Subparagraph) less
the aggregate exercise price thereof. For purposes of determining the payments to be made pursuant to Subclause (iii) above, in
the case of a Corporate Transaction the consideration for which, in whole or in part, is other than cash, the consideration other
than cash shall be valued at the fair value thereof as determined in good faith by the Board of Directors. For the avoidance of
doubt, if the per share exercise price of an Option or portion thereof is equal to or greater than the Fair Market Value of one
Share of Common Stock, such Option may be cancelled with no payment due hereunder or otherwise in respect thereof.


 






    17 


     


    

 


With respect to outstanding
Stock Grants or Stock-Based Awards, the Administrator or the Successor Board, shall make appropriate provision for the continuation of
such Stock Grants or Stock-Based Awards on the same terms and conditions by substituting on an equitable basis for the Shares then subject
to such Stock Grants or Stock-Based Awards either the consideration payable with respect to the outstanding Shares of Common Stock in
connection with the Corporate Transaction or securities of any successor or acquiring entity. In lieu of the foregoing, in connection
with any Corporate Transaction, the Administrator may provide that each outstanding Stock Grant or Stock-Based Award shall be terminated
in exchange for payment of an amount equal to the consideration payable upon consummation of such Corporate Transaction to a holder of
the number of shares of Common Stock comprising such Stock Grant or Stock-Based Award (to the extent such Stock Grant or Stock-Based Award
is no longer subject to any forfeiture or repurchase rights then in effect or, at the discretion of the Administrator, all forfeiture
and repurchase rights being waived). For the avoidance of doubt, if the purchase or base price of a Stock Grant or Stock-Based Award or
portion thereof is equal to or greater than the Fair Market Value of one Share of Common Stock, such Stock Grant or Stock-Based Award,
as applicable, may be cancelled with no payment due hereunder or otherwise in respect thereof.


 


In taking any of the actions
permitted under this Paragraph 25(b), the Administrator shall not be obligated by the Plan to treat all Stock Rights, all Stock Rights
held by a Participant, or all Stock Rights of the same type, identically.


 


Notwithstanding the foregoing,
in the event the Corporate Transaction also constitutes a Change of Control, then all Options/Stock Rights outstanding on the date of
the Corporate Transaction shall vest in full immediately prior to the occurrence of the Change of Control, unless such Options/Stock Rights
are to be assumed by the acquiring or surviving entity in the Corporate Transaction, in which case they shall retain their original vesting
schedule.


 


A Stock Right may be subject
to additional acceleration of vesting and exercisability upon or after a Change of Control as may be provided in the Agreement for such
Stock Right, in any other written agreement between the Company or any Affiliate and the Participant or in any director compensation policy
of the Company.


 


(c)              
Recapitalization or Reorganization. In the event of a recapitalization or reorganization of the Company other than a Corporate
Transaction pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of
Common Stock, a Participant upon exercising an Option or accepting a Stock Grant after the recapitalization or reorganization shall be
entitled to receive for the price paid upon such exercise or acceptance if any, the number of replacement securities which would have
been received if such Option had been exercised or Stock Grant accepted prior to such recapitalization or reorganization.


 


(d)               Adjustments
to Stock-Based Awards. Upon the happening of any of the events described in Subparagraphs (a), (b) or (c) above, any outstanding
Stock-Based Award shall be appropriately adjusted to reflect the events described in such Subparagraphs. The Administrator or the
Successor Board shall determine the specific adjustments to be made under this Paragraph 25, including, but not limited to the
effect of any, Corporate Transaction and Change of Control and, subject to Paragraph 4, its determination shall be conclusive.


 






    18 


     


    

 


(e)              
Termination of Awards upon Consummation of Corporate Transaction. Except as the Administrator may otherwise determine, each
Stock Right will automatically terminate (and in the case of outstanding Shares of restricted Common Stock, will automatically be forfeited)
immediately upon the consummation of a Corporate Transaction, other than (i) any award that is assumed, continued or substituted pursuant
to Paragraph 25(b) above, and (ii) any cash award that by its terms, or as a result of action taken by the Administrator, continues following
the consummation of the Corporate Transaction.


 


26.             
ISSUANCES OF SECURITIES.


 


(a)              
Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of
shares subject to Stock Rights. Except as expressly provided herein, no adjustments shall be made for dividends paid in cash or in property
(including without limitation, securities) of the Company prior to any issuance of Shares pursuant to a Stock Right.


 


(b)              
The Company will not be obligated to issue any Shares pursuant to the Plan or to remove any restriction from Shares previously
issued under the Plan until: (i) the Company is satisfied that all legal matters in connection with the issuance of such Shares have been
addressed and resolved; (ii) if the outstanding Shares is at the time of issuance listed on any stock exchange or national market system,
the Shares to be issued have been listed or authorized to be listed on such exchange or system upon official notice of issuance; and (iii)
all conditions of the award have been satisfied or waived. The Company may require, as a condition to the exercise of an award or the
issuance of Shares under an award, such representations or agreements as counsel for the Company may consider appropriate to avoid violation
of the Securities Act, as amended, or any applicable state or non-U.S. securities law. Any Shares issued under the Plan will be evidenced
in such manner as the Administrator determines appropriate, including book-entry registration or delivery of stock certificates. In the
event that the Administrator determines that stock certificates will be issued in connection with Shares issued under the Plan, the Administrator
may require that such certificates bear an appropriate legend reflecting any restriction on transfer applicable to such Stock, and the
Company may hold the certificates pending the lapse of the applicable restrictions.


 


27.             
FRACTIONAL SHARES. No fractional shares shall be issued under the Plan and the person exercising a Stock Right shall receive
from the Company cash in lieu of such fractional shares equal to the Fair Market Value thereof.


 


28.              WITHHOLDING.
In the event that any federal, state, or local income taxes, employment taxes, Federal Insurance Contributions Act withholdings or
other amounts are required by applicable law or governmental regulation to be withheld from the Participant’s salary, wages or
other remuneration in connection with the issuance of a Stock Right or Shares under the Plan or for any other reason required by
law, the Company may withhold from the Participant’s compensation, if any, or may require that the Participant advance in cash
to the Company, or to any Affiliate of the Company which employs or employed the Participant, the statutory minimum amount of such
withholdings unless a different withholding arrangement, including the use of shares of the Company’s Common Stock or a
promissory note, is authorized by the Administrator (and permitted by law). For purposes hereof, the fair market value of the shares
withheld for purposes of payroll withholding shall be determined in the manner set forth under the definition of Fair Market Value
provided in Paragraph 1 above, as of the most recent practicable date. If the Fair Market Value of the shares withheld is less than
the amount of payroll withholdings required, the Participant may be required to advance the difference in cash to the Company or the
Affiliate employer.


 






    19 


     


    

 


 


29.             
TERMINATION OF THE PLAN. The Plan will terminate on April 1, 2031, the date which is ten years from the earlier of
the date of its adoption by the Board of Directors and the date of its approval by the shareholders of the Company. The Plan may be terminated
at an earlier date by vote of the shareholders or the Board of Directors of the Company; provided, however, that any such earlier termination
shall not affect any Agreements executed prior to the effective date of such termination. Termination of the Plan shall not affect any
Stock Rights theretofore granted.


 


30.             
AMENDMENT OF THE PLAN AND AGREEMENTS. The Plan may be amended by the shareholders of the Company. The Plan may also be amended
by the Administrator; provided that any amendment approved by the Administrator which the Administrator determines is of a scope that
requires shareholder approval shall be subject to obtaining such shareholder approval including, without limitation, to the extent necessary
to qualify any or all outstanding Stock Rights granted under the Plan or Stock Rights to be granted under the Plan for favorable federal
income tax treatment as may be afforded ISOs under Section 422 and to the extent necessary to qualify the Shares issuable under the Plan
for listing on any national securities exchange or quotation in any national automated quotation system of securities dealers. Any modification
or amendment of the Plan shall not, without the consent of a Participant, adversely affect such Participant’s rights under a Stock
Right previously granted to such Participant, unless such amendment is required by applicable law or necessary to preserve the economic
value of such Stock Right. With the consent of such Participant affected, the Administrator may amend outstanding Agreements in a manner
which may be adverse to the Participant but which is not inconsistent with the Plan. In the discretion of the Administrator, outstanding
Agreements may be amended by the Administrator in a manner which is not adverse to the Participant. Nothing in this Paragraph 30 shall
limit the Administrator’s authority to take any action permitted pursuant to Paragraph 25.


 


31.             
EMPLOYMENT OR OTHER RELATIONSHIP. Nothing in this Plan or any Agreement shall be deemed to prevent the Company or an Affiliate
from terminating the employment, consultancy or director status of a Participant, nor to prevent a Participant from terminating such Participant’s
own employment, consultancy or director status or to give any Participant a right to be retained in employment or other service by the
Company or any Affiliate for any period of time.


 


32.              SECTION
409A AND SECTION 422. The Company intends that the Plan and any Stock Rights granted hereunder be exempt from or comply with
Section 409A, to the extent applicable. The Company intends that ISOs comply with Section 422, to the extent applicable. Any
ambiguities in the Plan or any Stock Right shall be construed to effect the intent as described in this Paragraph 32.


 






    20 


     


    

 


If a Participant is a “specified
employee” as defined in Section 409A (and as applied according to procedures of the Company and its Affiliates) as of such Participant’s
separation from service, to the extent any payment under this Plan or pursuant to a Stock Right constitutes non-exempt deferred compensation
under Section 409A that is being paid by reason of the separation from service, no payments due under this Plan or pursuant to a Stock
Right may be made until the earlier of: (i) the first day of the seventh month following the Participant’s separation from service,
or (ii) the Participant’s date of death; provided, however, that any payments delayed during this six-month period shall be paid
in the aggregate in a lump sum, without interest, on the first day of the seventh month following the Participant’s separation from
service.


 


The Administrator shall administer
the Plan with a view toward ensuring that Stock Rights under the Plan that are subject to Section 409A or Section 422, as applicable,
comply with the requirements thereof and that Options under the Plan be exempt from the requirements of Section 409A or compliant with
Section 422, as applicable, but neither the Administrator nor any member of the Board of Directors, nor the Company nor any of its Affiliates,
nor any other person acting hereunder on behalf of the Company, the Administrator or the Board of Directors shall be liable to a Participant
or any Survivor by reason of the acceleration of any income, or the imposition of any additional tax or penalty, with respect to a Stock
Right, whether by reason of a failure to satisfy the requirements of Section 409A or Section 422 or otherwise.


 


33.             
INDEMNITY. Neither the Board of Directors nor the Administrator, nor any members of either, nor any employees of the Company
or any parent, subsidiary, or other Affiliate, shall be liable for any act, omission, interpretation, construction or determination made
in good faith in connection with their responsibilities with respect to this Plan, and the Company hereby agrees to indemnify the members
of the Board or Directors, the members of the Committee, and the employees of the Company and its parent or subsidiaries in respect of
any claim, loss, damage, or expense (including reasonable counsel fees) arising from any such act, omission, interpretation, construction
or determination to the full extent permitted by law.


 


34.             
CLAWBACK. Notwithstanding anything to the contrary contained in this Plan, the Company may recover from a Participant any
compensation received from any Stock Right (whether or not settled) or cause a Participant to forfeit any Stock Right (whether or not
vested) in the event that the Company’s Clawback Policy as then in effect is triggered.


 


35.             
GOVERNING LAW. This Plan shall be construed and enforced in accordance with the law of the State of Delaware.


 






    21 


     


    

 


36.              WAIVER
OF JURY TRIAL. By accepting or being deemed to have accepted an award under the Plan, each Participant waives (or will be deemed
to have waived), to the maximum extent permitted under applicable law, any right to a trial by jury in any action, proceeding or
counterclaim concerning any rights under the Plan or any award, or under any amendment, waiver, consent, instrument, document or
other agreement delivered or which in the future may be delivered in connection therewith, and agrees (or will be deemed to have
agreed) that any such action, proceedings or counterclaim will be tried before a court and not before a jury. By accepting or being
deemed to have accepted an award under the Plan, each Participant certifies that no officer, representative, or attorney of the
Company has represented, expressly or otherwise, that the Company would not, in the event of any action, proceeding or counterclaim,
seek to enforce the foregoing waivers. Notwithstanding anything to the contrary in the Plan, nothing herein is to be construed as
limiting the ability of the Company and a Participant to agree to submit any dispute arising under the terms of the Plan or any ward
to binding arbitration or as limiting the ability of the Company to require any individual to agree to submit such disputes to
binding arbitration as a condition of receiving an award hereunder.


 


37.             
UNFUNDED OBLIGATIONS. The Company’s obligations under the Plan are unfunded, and no Participant will have any right
to specific assets of the Company in respect of any award under the Plan. Participants will be general unsecured creditors of the Company
with respect to any amounts due or payable under the Plan.


 



    22