Exhibit 10.1


 


INMUNE BIO, INC.


2021 STOCK INCENTIVE PLAN


(effective June 1, 2021)


 


1 General


 


1.1 Purpose. The purposes
of the INmune Bio, Inc. 2021 Stock Incentive Plan (the “Plan”) is to promote the interests of INmune Bio, Inc. (the “Company”)
and the stockholders of the Company by providing (i) executive officers and other employees of the Company and its Subsidiaries (as defined
below), (ii) certain advisors who perform services for the Company and its Subsidiaries and (iii) non-employee members of the Board of
Directors of the Company (the “Board”) with appropriate incentives and rewards to encourage them to enter into and continue
in the employ and service of the Company and to acquire a proprietary interest in the long-term success of the Company, as well as to
reward the performance of these individuals in fulfilling their personal responsibilities for long-range and annual achievements. The
Plan is intended to be a written compensatory plan within the meaning of Rule 701 promulgated under the Securities Act.


 


1.2 Effective Date and
Term. The Plan will become effective upon the date it is approved by the stockholders of the Company (the “Effective Date”).
Unless terminated earlier by the Committee, the Plan will expire on the tenth (10th) anniversary of the Effective Date.


 


1.3 Definitions. Capitalized
terms in the Plan, unless defined elsewhere in the Plan, shall be defined as set forth below:


 


162(m) Term. The term
“162(m) Term” means the period starting on the date when the Company’s stockholders first approve this Plan and ending
on the date of the first meeting of the Company’s stockholders that occurs in the fifth year following the year in which the Company’s
stockholders first approve this Plan.


 


Exchange Act. The term
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated
thereunder and any successor thereto.


 


Affiliated Company.
The term “Affiliated Company” means any company, partnership, association, organization or other entity controlled by, controlling
or under common control with the Company.


 


Award. The term “Award”
means any award or benefit granted under the Plan, including, without limitation, Options, SARs, Restricted Stock, Restricted Stock Units,
Other Stock-Based Awards and Cash-Based Awards.


 


Award Agreement. The term “Award Agreement”
means a written Award grant agreement under the Plan.


 


Cash -Based Award.
The term “Cash-Based Award” means a right or other interest granted to an Eligible Grantee under Section 4.2(vi) of the Plan
that may be denominated or payable in cash, other than an Award pursuant to which the amount of cash is determined by reference to the
value of a specific number of shares of Stock. For the avoidance of doubt, dividend equivalents constitute Cash-Based Awards.


 






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Change of Control. The term “Change of Control”
shall be deemed to occur if and when:


 


		(i)	any
person, including a “person” as such term is used in Section 14(d)(2) of the Exchange Act (a “Person”), is or
becomes a beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing 50% or more of the combined voting power of the Company’s then outstanding securities;


 


		(ii)	individuals
who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or
nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding for this purpose
any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such
terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board;


 


		(iii)	all
or substantially all of the assets of the Company are sold, transferred or distributed, or the Company is dissolved or liquidated; or


 


		(iv)	a
reorganization, merger, consolidation or other corporate transaction involving the Company (a “Transaction”) is consummated,
in each case, with respect to which the stockholders of the Company immediately prior to such Transaction do not, immediately after the
Transaction, own more than 50% of the combined voting power of the Company or other corporation resulting from such Transaction in substantially
the same respective proportions as such stockholders’ ownership of the voting power of the Company immediately before such Transaction.


 


Notwithstanding the foregoing
or any other provision of this Plan, the term Change of Control shall not include a sale of assets, merger or other transaction effected
exclusively for the purpose of changing the domicile of the Company.


 


Code. The term “Code”
means the Internal Revenue Code of 1986, as amended. A reference to any provision of the Code shall include reference to any successor
provision of the Code.


 


Committee. The term
“Committee” means the committee of the Board described in Section 2 hereof and any sub-committee established by such Committee
pursuant to Section 2.4.


 


Covered Employee. The
term “Covered Employee” means an Employee who is, or who is anticipated to become, between the time of grant and payment of
the Award, a “covered employee,” as such term is defined in Section 162(m)(3) of the Code (or any successor section thereof).


 


Disability. The term
“Disability” means “Disability” as defined in any Award Agreement to which the Grantee is a party.


 


Eligible Grantee. The
term “Eligible Grantee” shall mean any Employee, Non-Employee Director or Key Advisor, as determined by the Committee in its
sole discretion.


 


Employee. The term
“Employee” means an active employee of the Company or a Subsidiary, but excluding any person who is classified by the Company
or a Subsidiary as a “contractor” or “consultant,” no matter how characterized by the Internal Revenue Service,
other governmental agency or a court, or any employee who is not actively employed, as determined by the Committee. Any change of characterization
of an individual by the Internal Revenue Service or any court or government agency shall have no effect upon the classification of an
individual as an Employee for purposes of this Plan, unless the Committee determines otherwise.


 






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Fair Market Value. For
purposes of determining the “Fair Market Value” of a share of Stock as of any date, the “Fair Market Value” as
of that date shall be, unless otherwise determined by the Committee, the closing sale price during regular trading hours of the Stock
on the immediately preceding date on the principal securities market in which shares of Stock is then traded; or, if there were no trades
on that date, the closing sale price during regular trading hours of the Stock on the first trading day prior to that date. If the Stock
is not publicly traded at the time a determination of Fair Market Value is required to be made hereunder, the determination of such amount
shall be made by the Committee in such manner as it deems appropriate.


 


Grantee. The term “Grantee”
means an Employee, Non-Employee Director or Key Advisor of the Company or a Subsidiary who has been granted an Award under the Plan.


 


ISO. The term “ISO”
means any Option intended to be and designated as an incentive stock option within the meaning of Section 422 of the Code.


 


Key Advisor. The term
“Key Advisor” means a consultant or other key advisor who performs services for the Company or a Subsidiary.


 


Non-Employee Director.
The term “Non-Employee Director” means a member of the Board who is not an Employee.


 


NQSO. The term “NQSO”
means any Option that is not designated as an ISO, or which is designated by the Committee as an ISO but which subsequently fails or ceases
to qualify as an ISO.


 


Option. The term “Option”
means a right, granted to an Eligible Grantee under Section 4.2(i), to purchase shares of Stock. An Option may be either an ISO or an
NQSO.


 


Other Stock-Based Award.
The term “Other Stock-Based Award” means a right or other interest granted to an Eligible Grantee under Section 4.2(v) of
the Plan that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock,
including but not limited to (i) unrestricted Stock awarded as a bonus or upon the attainment of Performance Goals or otherwise as permitted
under the Plan, and (ii) a right granted to an Eligible Grantee to acquire Stock from the Company containing terms and conditions prescribed
by the Committee.


 






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Performance Goals.
The term “Performance Goals” means performance goals based on the attainment by the Company or any Subsidiary of the Company
or any Affiliated Company (or any division or business unit of any such entity), or any two or more of the foregoing, of performance goals
pre-established by the Committee in its sole discretion, based on one or more of the following criteria (if applicable, such criteria
shall be determined in accordance with generally accepted accounting principles (“GAAP”) or based upon the Company’s
GAAP financial statements): (i) the attainment of certain target levels of, or a specified percentage increase in, revenues, earnings,
income before taxes and extraordinary items, net income, operating income, earnings before income tax, earnings before interest, taxes,
depreciation and amortization or a combination of any or all of the foregoing; (ii) the attainment of certain target levels of, or a percentage
increase in, after-tax or pre-tax profits including, without limitation, that attributable to continuing and/or other operations; (iii)
the attainment of certain target levels of, or a specified increase in, operational cash flow; (iv) the achievement of a certain level
of, reduction of, or other specified objectives with regard to limiting the level of increase in, all or a portion of, the Company’s
bank debt or other long-term or short-term public or private debt or other similar financial obligations of the Company, which may be
calculated net of such cash balances and/or other offsets and adjustments as may be established by the Committee; (v) earnings per share
or the attainment of a specified percentage increase in earnings per share or earnings per share from continuing operations; (vi) the
attainment of certain target levels of, or a specified increase in return on capital employed or return on invested capital; (vii) the
attainment of certain target levels of, or a percentage increase in, after-tax or pre-tax return on stockholders’ equity; (viii)
the attainment of certain target levels of, or a specified increase in, economic value added targets based on a cash flow return on investment
formula; (ix) the attainment of certain target levels in, or specified increases in, the fair market value of the shares of the Company’s
common stock; (x) the growth in the value of an investment in the Company’s common stock; (xi) the attainment of a certain level
of, reduction of, or other specified objectives with regard to limiting the level in or increase in, all or a portion of controllable
expenses or costs or other expenses or costs; (xii) gross or net sales, revenue and growth of sales revenue (either before or after cost
of goods, selling and general administrative expenses, research and development expenses and any other expenses or interest); (xiii) total
stockholder return; (xiv) return on assets or net assets; (xv) return on sales; (xvi) operating profit or net operating profit; (xvii)
operating margin; (xviii) gross or net profit margin; (xix) cost reductions or savings; (xx) productivity; (xxi) operating efficiency;
(xxii) working capital; or (xxiii) market share; (xxiv) customer satisfaction; (xxv) workforce diversity; (xxvi) results of clinical trials;
(xxvii) acceptance of a new drug application by a regulatory body; (xxviii) regulatory body approval for commercialization of a product;
(xxix) launch of a new drug; (xxx) completion of out-licensing, in-licensing or disposition of product candidates or other acquisition
or disposition projects; and (xxxi) to the extent that an Award is not intended to comply with Section 162(m) of the Code, other measures
of performance selected by the Board. Subject to the limitations in Section 4.2, the Committee in its sole discretion may designate additional
business criteria on which the Performance Goals may be based or adjust, or modify or amend the aforementioned business criteria. The
relative weights of the criteria that comprise the Performance Goals shall be determined by the Committee in its sole discretion. In establishing
the Performance Goals for a performance period, the Committee may establish different Performance Goals for individual Grantees or groups
of Grantees. Subject to the limitations in Section 4.2(ix)(d), the Committee in its sole discretion shall have the authority to make equitable
adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any Subsidiary of the
Company or any Affiliated Company or the financial statements of the Company or any Subsidiary of the Company or any Affiliated Company,
in response to changes in applicable laws or regulations, including changes in generally accepted accounting principles or practices,
or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related
to the disposal of a segment of a business, as applicable. Performance Goals may include a threshold level of performance below which
no Award will be earned, a level of performance at which the target amount of an Award will be earned and a level of performance at which
the maximum amount of the Award will be earned.


 


Restricted Stock. The
term “Restricted Stock” means an Award of shares of Stock to an Eligible Grantee under Section 4.2(iii) that may be subject
to certain restrictions and to a risk of forfeiture. Stock issued upon the exercise of Options or SARs is not “Restricted Stock”
for purposes of the plan, even if subject to post-issuance transfer restrictions or forfeiture conditions. When Restricted Stock vests,
it ceases to be “Restricted Stock” for purposes of the Plan.


 


Restricted Stock Unit.
The term “Restricted Stock Unit” means a right granted to an Eligible Grantee under Section 4.2(iv) to receive Stock or cash
at the end of a specified deferral period, which right may be conditioned on the satisfaction of specified performance or other criteria.


 


Retirement. The term
“Retirement” means any termination of employment or service as an Employee, Non-Employee Director or Key Advisor as a result
of retirement in good standing under the rules of the Company or a Subsidiary, as applicable, then in effect.


 






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Rule 16b-3. The term
“Rule 16b-3” means Rule 16b-3, as from time to time in effect promulgated by the Securities and Exchange Commission under
Section 16 of the Exchange Act, including any successor to such Rule.


 


Securities Act. The term “Securities Act”
means the Securities Act of 1933, as amended.


 


Stock. The term “Stock” means
shares of the common stock, par value $0.001 per share, of the Company.


 


Stock Appreciation Right
or SAR. The term “Stock Appreciation Right” or “SAR” means the right, granted to an Eligible Grantee under
Section 4.2(ii), to be paid an amount measured by the appreciation in the Fair Market Value of Stock from the date of grant to the date
of exercise of the right.


 


Subsidiary. The term
“Subsidiary” means any present or future subsidiary corporation of the Company within the meaning of Section 424(f) of the
Code, and any present or future business venture designated by the Committee in which the Company has a significant interest, including,
without limitation, any subsidiary corporation in which the Company has at least a 50% ownership interest, as determined in the discretion
of the Committee.


 


2 Administration


 


2.1 Committee. The
authority to manage the operation of and administer the Plan shall be vested in a committee (the “Committee”) in accordance
with this Section 2. The Committee shall be selected by the Board, and shall consist solely of two or more members of the Board who are
non-employee directors within the meaning of Rule 16b-3 and are outside directors within the meaning of Code Section 162(m). Unless otherwise
determined by the Board, the Company’s Compensation Committee shall be designated as the “Committee” hereunder. If the
Board, at any time, consists of only one member, such sole member may take all actions granted to the Committee hereunder.


 


2.2 Powers of the Committee. The Committee’s
administration of the Plan shall be subject to the following:


 


		(i)	Subject
to the provisions of the Plan, the Committee will have the authority and discretion to select from among the Eligible Grantees those
persons who shall receive Awards, to determine the time or times of receipt, to determine the types of Awards and the number of shares
covered by the Awards, and to establish the terms, conditions, performance criteria, restrictions, and other provisions of such Awards;


 


		(ii)	The
Committee will have the authority and discretion to interpret the Plan, to establish, amend, and rescind any rules and regulations relating
to the Plan, to determine the terms and provisions of any Award Agreement made pursuant to the Plan, and to make all other determinations
that may be necessary or advisable for the administration of the Plan;


 


		(iii)	Any
interpretation of the Plan by the Committee and any decision made by it under the Plan is final and binding on all persons; and


 


		(iv)	In
managing the operation of and administering the Plan, the Committee shall take action in a manner that conforms to the articles of incorporation
and by-laws of the Company, and applicable state corporate law.


 






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2.3 Prohibition Against
Repricing. Notwithstanding any provision of the Plan to the contrary, in no event shall any action be taken under the Plan that constitutes
a Repricing of any Option or SAR granted under the Plan, or of any option or stock appreciation right granted under the any other plan
of the Company or of an acquired company, except with approval of the stockholders of the Company.


 


2.4 Delegation of Authority.
To the extent not inconsistent with applicable law, the rules of the NASDAQ Stock Market or other provisions of the Plan, the Committee
may, at any time, allocate all or any portion of its responsibilities and powers to any one or more of its members or, with respect to
Awards made to Employees other than executive officers, the Chief Executive Officer, including without limitation, the power to designate
Grantees hereunder and determine the amount, timing and terms of Awards hereunder. Any such allocation or delegation may be revoked by
the Committee at any time.


 


2.5 Indemnification.
Each person who is or shall have been a member of the Committee, or the Board, shall be indemnified and held harmless by the Company against
and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting
from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action
taken in good faith or failure to act in good faith under the Plan and against and from any and all amounts paid by him or her in settlement
thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit or proceeding
against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before
he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall be in addition to
any other rights of indemnification or elimination of liability to which such persons may be entitled under the Company’s articles
of incorporation or by-laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.


 


3 Available Shares of Stock Under the Plan


 


3.1 Shares Available for
Awards. Subject to the adjustments described below, the maximum number of shares of Stock reserved for the grant of Awards under the
Plan shall be 2,000,000. Of the maximum number of shares of Stock reserved for the grant of Awards under the Plan, no more than 1,000,000
of such shares may be issued pursuant to stock-settled Awards other than Options (that is, Restricted Stock, Restricted Stock Units, SARs,
Performance Awards, Other Stock-Based Awards and dividend equivalent Awards, in each case to the extent settled in shares of Common Stock).


 


3.2 Forfeited, Cancelled
and Expired Awards. Awards granted under the Plan that are forfeited, expire or are canceled or settled without issuance of Stock
shall not count against the maximum number of shares that may be issued under the Plan as set forth in Section 3.1 and shall be available
for future Awards under the Plan. Notwithstanding the foregoing, any and all Stock that is (i) withheld or tendered in payment of an Option
exercise price; (ii) withheld by the Company to satisfy any tax withholding obligation; (iii) covered by a SAR (to the extent that it
is settled in Stock, without regard to the number of shares of Stock that are actually issued to the Grantee upon exercise); (iv) withheld
by the Company to satisfy any debt or other obligation owed to the Company or any Subsidiary, and (v) any fractional shares of Common
Stock that are cancelled pursuant to the Plan, shall be considered issued pursuant to the Plan and shall not be added to the maximum number
of shares of Stock that may be issued under the Plan as set forth in Section 3.1.


 






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3.3 Adjustments. In
the event of any change in the Company’s capital structure, including but not limited to a change in the number of shares of Stock
outstanding, on account of (i) any stock dividend, stock split, reverse stock split or any similar equity restructuring, or (ii) any combination
or exchange of equity securities, merger, consolidation, recapitalization, reorganization, or divesture or any other similar event affecting
the Company’s capital structure, to reflect such change in the Company’s capital structure, the Committee shall make appropriate
equitable adjustments to the maximum number of shares of Stock that may be issued under the Plan as set forth in Section 3.1. In the event
of any extraordinary dividend, divestiture or other distribution (other than ordinary cash dividends) of assets to stockholders, or any
transaction or event described above, to the extent necessary to prevent the enlargement or diminution of the rights of Grantees, the
Committee shall make appropriate equitable adjustments to the number or kind of shares subject to an outstanding Award, the exercise price
applicable to an outstanding Award, and/or a Performance Goals. Any adjustments under this Section 3.3 shall be consistent with Section
409A or 424 of the Code, to the extent applicable, and made in a manner that does not adversely affect the exemption provided pursuant
to Rule 16b- 3 or qualification under Section 162(m) of the Code, to the extent each may be applicable. The Company shall give each Grantee
notice of an adjustment to an Award hereunder and, upon notice, such adjustment shall be final, binding and conclusive for all purposes.
Notwithstanding the foregoing, the Committee shall decline to adjust any Award made to a Participant if such adjustment would violate
applicable law.


 


3.4 Fractional Shares.
The Company shall not be obligated to issue any fractional shares of Stock in settlement of Awards granted under the Plan. Except as otherwise
provided in an Award Agreement or determined by the Committee, (i) the total number of shares issuable pursuant to the exercise, vesting
or earning of an Award shall be rounded down to the nearest whole share, and (ii) no fractional shares shall be issued. The Committee
may, in its discretion, determine that a fractional share shall be settled in cash.


 


4 Awards


 


4.1 General. The term
of each Award shall be for such period as may be determined by the Committee, subject to the limitations set forth below. Subject to the
terms of the Plan and any applicable Award Agreement, payments to be made by the Company or any Subsidiary of the Company upon the grant,
maturation, or exercise of an Award may be made in such forms as the Committee shall determine at the date of grant or thereafter, including,
without limitation, cash, Stock, or other property. In addition to the foregoing, the Committee may impose on any Award or the exercise
thereof, at the date of grant, such additional terms and conditions not inconsistent with the provisions of the Plan, including, but not
limited to forfeiture and clawback provisions, as the Committee shall determine; provided, however, that any such terms and conditions
shall not be inconsistent with Section 409A of the Code.


 


4.2 Types of Awards.
The Committee is authorized to grant the Awards described in this Section 4.2, under such terms and conditions as deemed by the Committee
to be consistent with the purposes of the Plan. Such Awards may be granted with value and payment contingent upon Performance Goals. Each
Award shall be evidenced by an Award Agreement containing such terms and conditions applicable to such Award as the Committee shall determine.


 


		(i)	Options.
The Committee is authorized to grant Options to Grantees on the following terms and conditions:


 


		a.	Type
of Award. The Award Agreement evidencing an Option shall designate the Option as either an ISO or an NQSO, as determined in the discretion
of the Committee. At the time of the grant of Options, the Committee may place restrictions on the exercisability or vesting of Options
that shall lapse, in whole or in part, upon the attainment of Performance Goals; provided that such Performance Goals shall relate to
periods of performance of at least one fiscal year.


 


		b.	Exercise
Price. The exercise price of each Option granted under this Section 4.2 shall be established by the Committee or shall be determined
by a method established by the Committee at the time the Option is granted; provided, however, that the exercise price shall not be less
than 100% of the Fair Market Value of a share of Stock on the date of grant of the Award. No dividends or dividend equivalents will be
paid on shares of Stock subject to an Option.


 






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		c.	Exercise.
Upon satisfaction of the applicable conditions relating to vesting and exercisability, as determined by the Committee and set forth in
the Award Agreement, and upon provision for the payment in full of the exercise price and applicable taxes due, the Grantee shall be
entitled to exercise the Option and receive the number of shares of Stock issuable in connection with the Option exercise provided, however,
that no Option may be exercised more than ten years after its grant date. Except as set forth in Section 4.3, no NQSO granted hereunder
may be exercised after the earlier of (A) the expiration of the NQSO or (B) unless otherwise provided by the Committee in an Award Agreement,
ninety days after the severance of an NQSO holder’s employment or service with the Company or any Subsidiary. The shares issued
in connection with the Option exercise may be subject to such conditions and restrictions as the Committee may determine, from time to
time. An Option may be exercised by any method as may be permitted by the Committee from time to time, including but not limited to any
“net exercise” or other “cashless” exercise method.


  


		d.	Restrictions
Relating to ISOs. In addition to being subject to the terms and conditions of this Section 4.2(i), ISOs shall comply with all other
requirements under Section 422 of the Code. Accordingly, ISOs may be granted only to Eligible Grantees who are employees (as described
in Treasury Regulation Section 1.421-7(h)) of the Company or of any “Parent Corporation” (as defined in Code Section 424(e))
or of any “Subsidiary Corporation” (as defined in Code Section 424(f)) on the date of grant. The aggregate Fair Market Value
(determined as of the time the ISO is granted) of the Stock with respect to which ISOs (under all option plans of the Company and of
any Parent Corporation and of any Subsidiary Corporation) are exercisable for the first time by an Eligible Grantee during any calendar
year shall not exceed $100,000. ISOs shall not be transferable by the Eligible Grantee otherwise than by will or the laws of descent
and distribution and shall be exercisable, during the Eligible Grantee’s lifetime, only by such Eligible Grantee. The Committee
shall not grant ISOs to any Employee who, at the time the ISO is granted, owns stock possessing (after the application of the attribution
rules of Section 424(d) of the Code) more than ten percent (10%) of the total combined voting stock of the Company or of any Parent Corporation
or of any Subsidiary Corporation, unless the exercise price of the ISO is fixed at not less than one hundred and ten percent (110%) of
the Fair Market Value of a share of Common Stock on the date of grant and the exercise of such ISO is prohibited by its terms after the
fifth (5th) anniversary of the ISO’s date of grant. In addition, no ISO shall be issued to an Eligible Grantee in tandem with a
NQSO issued to such Eligible Grantee in accordance with Treasury Regulation Section 14a.422A-1, Q/A-39.


 


		(ii)	SARs.
The Committee is authorized to grant SARs to Grantees on the following terms and conditions:


 


		a.	In
General. SARs may be granted independently or in tandem with an Option at the time of grant of the related Option. An SAR granted
in tandem with an Option shall be exercisable only to the extent the underlying Option is exercisable. Payment of an SAR may be made
in cash, Stock, or a combination of the foregoing, as specified in the Award Agreement or determined in the sole discretion of the Committee.
At the time of the grant of SARs, the Committee may place restrictions on the exercisability or vesting of SARs that shall lapse, in
whole or in part, upon the attainment of Performance Goals; provided that such Performance Goals shall relate to periods of performance
of at least one fiscal year.


 






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		b.	Term
and Exercisability of SARs. SARs shall be exercisable over the exercise period at such times and upon such conditions as the Committee
may determine, as reflected in the Award Agreement; provided, however, that no SAR may be exercised more than ten years after its grant
date. Except as set forth in Section 4.3, no SAR granted hereunder may be exercised after the earlier of (A) the expiration of the SAR
or (B) unless otherwise provided by the Committee in an Award Agreement, ninety days after the severance of an SAR holder’s employment
or service with the Company or any Subsidiary.


 


		c.	Payment.
An SAR shall confer on the Grantee a right to receive an amount with respect to each share of Stock subject thereto, upon exercise thereof,
equal to the excess of (A) the Fair Market Value of one share of Stock on the date of exercise over (B) the grant price of the SAR (which
in the case of an SAR granted in tandem with an Option shall be equal to the exercise price of the underlying Option, and which in the
case of any other SAR shall be such price as the Committee may determine but in no event shall be less than the Fair Market Value of
a share of Stock on the date of grant of such SAR). An SAR may be exercised by giving written notice of such exercise to the Committee
or its designated agent. No dividends or dividend equivalents will be paid on shares of Stock subject to an SAR.


 


		(iii)	Restricted
Stock. The Committee is authorized to grant Restricted Stock to Grantees on the following terms and conditions:


 


		a.	Issuance
and Restrictions. Restricted Stock shall be subject to such restrictions on transferability and other restrictions, if any, as the
Committee may impose at the date of grant, which restrictions may lapse separately or in combination at such times, under such circumstances,
in such installments, or otherwise, as the Committee may determine. The Committee may place restrictions on Restricted Stock that shall
lapse, in whole or in part, upon the attainment of Performance Goals; provided that such Performance Goals shall relate to periods of
performance of at least one fiscal year. Except to the extent restricted under the Award Agreement relating to the Restricted Stock,
a Grantee granted Restricted Stock shall have all of the rights of a stockholder including, without limitation, the right to vote Restricted
Stock and the right to receive dividends thereon.


 


		b.	Certificates
for Stock. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates
representing Restricted Stock are registered in the name of the Grantee, such certificates shall bear an appropriate legend referring
to the terms, conditions, and restrictions applicable to such Restricted Stock, and the Company may retain physical possession of the
certificate.


 


		c.	Dividends.
Except to the extent restricted under the applicable Award Agreement, cash dividends paid on Restricted Stock shall be paid at the dividend
payment date subject to no restriction. Unless otherwise determined by the Committee, Stock distributed in connection with a stock split
or stock dividend shall be subject to the transfer restrictions, forfeiture risks and vesting conditions to the same extent as the Restricted
Stock with respect to which such Stock or other property has been distributed. Notwithstanding the foregoing, the Committee may not provide
for the current payment of dividends for Restricted Stock subject to Performance Goals; for such Awards, dividends may accrue but shall
not be payable unless and until the Award vests upon satisfaction of the applicable Performance Goals and all other applicable conditions
to vesting.


 






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		(iv)	Restricted
Stock Units. The Committee is authorized to grant Restricted Stock Units to Grantees, subject to the following terms and conditions:


 


		a.	Conditions
to Vesting. At the time of the grant of Restricted Stock Units, the Committee may place restrictions on Restricted Stock Units that
shall lapse, in whole or in part, upon the attainment of Performance Goals; provided that such Performance Goals shall relate to periods
of performance of at least one fiscal year.


 


		b.	Benefit
Upon Vesting. Unless otherwise provided in an Award Agreement, upon the vesting of a Restricted Stock Unit, there shall be delivered
to the Grantee, within 30 days of the date on which such Award (or any portion thereof) vests, the number of shares of Stock equal to
the number of Restricted Stock Units becoming so vested.


 


		c.	Dividend
Equivalents. To the extent provided in an Award Agreement, subject to the requirements of Section 409A of the Code, an Award of Restricted
Stock Units may provide the Grantee with the right to receive dividend equivalent payments with respect to Stock subject to the Award
(both before and after the Stock subject to the Award is earned, vested, or acquired), which payments may be either made currently or
credited to an account for the Grantee, and may be settled in cash or Stock, as determined by the Committee. Any such settlements and
any such crediting of dividend equivalents may, at the time of grant of the Restricted Stock Unit, be made subject to the transfer restrictions,
forfeiture risks, vesting and conditions of the Restricted Stock Units and subject to such other conditions, restrictions and contingencies
as the Committee shall establish at the time of grant of the Restricted Stock Unit, including the reinvestment of such credited amounts
in Stock equivalents, provided that all such conditions, restrictions and contingencies shall comply with the requirements of Section
409A of the Code. Notwithstanding the foregoing in this Section 4.2(iv)(c), dividend equivalents may accrue on unearned Restricted Stock
Units subject to Performance Goals but shall not be payable unless and until the applicable Performance Goals are met and certified.


 


		(v)	Other
Stock-Based Awards. The Committee is authorized to grant Awards to Grantees in the form of Other Stock-Based Awards, as deemed by
the Committee to be consistent with the purposes of the Plan. At the time of the grant of Other Stock-Based Awards, the Committee may
place restrictions on the payout or vesting of Other Stock-Based Awards that shall lapse, in whole or in part, upon the attainment of
Performance Goals; provided that such Performance Goals shall relate to periods of performance of at least one fiscal year. The Committee
shall determine the terms and conditions of such Awards at the date of grant. Other Stock-Based Awards may not be granted with the right
to receive dividend equivalent payments.


 


		(vi)	Cash-Based
Awards. The Committee is authorized to grant Awards to Grantees in the form of Cash-Based Awards, as deemed by the Committee to be
consistent with the purposes of the Plan. At the time of the grant of Cash-Based Awards, the Committee may place restrictions on the
payout or vesting of Cash-Based Awards that shall lapse, in whole or in part, upon the attainment of Performance Goals. The Committee
shall determine the terms and conditions of such Awards at the date of grant.


 


		(vii) 	Settlement
of Options and SARs. Shares of Stock delivered pursuant to the exercise of an Option or SAR shall be subject to such conditions,
restrictions and contingencies as the Committee may establish in the applicable Award Agreement. Settlement of SARs may be made in shares
of Stock (valued at their Fair Market Value at the time of exercise), in cash, or in a combination thereof, as determined in the discretion
of the Committee and set forth in the Award Agreement. The Committee, in its discretion, may impose such conditions, restrictions and
contingencies with respect to shares of Stock acquired pursuant to the exercise of an Option or an SAR as the Committee determines to
be desirable.


 






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		(viii) 	Vesting;
Additional Terms. Except as set forth in Section 4.3, other than Options, SARs, Restricted Stock, Restricted Stock Units or Other
Stock-Based Awards conditioned upon the attainment of Performance Goals that relate to performance periods of at least one fiscal year,
Options, SARs, Restricted Stock, Restricted Stock Units or Other Stock-Based Awards granted hereunder shall vest as determined by the
Committee and set forth in the Award Agreement. The term of any Award granted under the Plan will not exceed ten years from the date
of grant.


 


		(ix)	Qualified
Performance-Based Compensation.


 


		a.	The
Committee may determine that Restricted Stock, Restricted Stock Units, Other Stock-Based Awards or Cash-Based Awards granted to a Covered
Employee shall be considered “qualified performance-based compensation” under section 162(m) of the Code, in which case the
provisions of this Section 4.2(ix) shall apply. As required pursuant to Section 162(m) of the Code and the regulations promulgated thereunder,
the Committee’s authority to grant new awards that are intended to qualify as performance-based compensation within the meaning
of Section 162(m) of the Code (other than qualifying Options and qualifying SARs) shall terminate upon the first meeting of the Company’s
stockholders that occurs in the fifth year following the year in which the Company’s stockholders first approve this Plan.


 


		b.	When
Awards are made under this Section 4.2(ix), the Committee shall establish in writing (i) the objective Performance Goals that must be
met, (ii) the period during which performance will be measured, (iii) the maximum amounts that may be paid if the Performance Goals are
met, and (iv) any other conditions that the Committee deems appropriate and consistent with the requirements of Section 162(m) of the
Code for “qualified performance-based compensation.” The Performance Goals shall satisfy the requirements for “qualified
performance-based compensation,” including the requirement that the achievement of the goals be substantially uncertain at the
time they are established and that the Performance Goals be established in such a way that a third party with knowledge of the relevant
facts could determine whether and to what extent the Performance Goals have been met. The Committee shall not have discretion to increase
the amount of compensation that is payable, but may reduce the amount of compensation that is payable, pursuant to Awards identified
by the Committee as “qualified performance-based compensation.”         c.
Performance Goals must be pre-established by the Committee. A Performance Goal is considered pre-established if it is established in
writing not later than 90 days after the commencement of the period of service to which the Performance Goal relates, provided that the
outcome is substantially uncertain at the time the Committee actually established the goal. However, in no event will a Performance Goal
be considered pre-established if it is established after 25% of the period of service (as scheduled in good faith at the time the goal
is established) has elapsed.


 


		d.	The
Committee in its sole discretion shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual
or non-recurring events affecting the Company or any Subsidiary of the Company or any Affiliated Company or the financial statements
of the Company or any Subsidiary of the Company or any Affiliated Company, in response to changes in applicable laws or regulations,
including changes in generally accepted accounting principles or practices, or to account for items of gain, loss or expense determined
to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business, as applicable,
provided such adjustment occurs in writing not later than 90 days after the commencement of the period of service to which the Performance
Goal relates (and in no event later than the date that 25% of the period of service has elapsed). In addition, the Committee may specify
that certain equitable adjustments to the Performance Goals will be made during the applicable Performance Period, provided such specification
occurs in writing not later than 90 days after the commencement of the period of service to which the Performance Goal relates (and in
no event later than the date that 25% of the period of service has elapsed).


 






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		e.	The
Committee shall certify the performance results for the performance period specified in the Award Agreement after the performance period
ends. The Committee shall determine the amount, if any, to be paid pursuant to each Award based on the achievement of the Performance
Goals and the satisfaction of all other terms of the Award Agreement. Subject to the provisions of Section 3.3 relating to capitalization
adjustments, at such time as the Company may be subject to the applicable provisions of Section 162(m) of the Code, a maximum of 50,000
shares of Stock subject to qualified performance-based compensation may be granted to any Eligible Grantee during any calendar year during
the 162(m) Term.


 


		f.	The
Committee may provide in the Award Agreement that Awards under this Section 4.2(ix) shall be payable, in whole or in part, in the event
of the Grantee’s death or Disability, or under other circumstances consistent with the Treasury regulations and rulings under Section
162(m) of the Code.


 


4.3 Change of Control of the Company.


 


		(i)	The
Committee may, at the time an Award is made or at any time prior to, coincident with or after the time of a Change of Control:


 


		a.	provide
for the adjustment of any Performance Goals as the Committee deems necessary or appropriate to reflect the Change of Control;


 


		b.	provide
for the cancellation of any Awards then outstanding if the surviving entity or acquiring entity (or the surviving or acquiring entity’s
parent company) in the Change of Control replaces the Awards with new rights of substantially equivalent value, as determined by the
Committee;


 


		c.	provide
that upon an involuntary termination of a Participant’s employment as a result of a Change of Control, any time periods shall accelerate,
and any other conditions relating to the vesting, exercise, payment or distribution of an Award shall be waived; or


 


		d.	provide
that Awards shall be purchased for an amount of cash equal to the amount that could have been obtained for the shares covered by a Restricted
Stock Award if it had been vested and or by an Option or SAR if it had been exercised at the time of the Change of Control.


 


		(ii)	Notwithstanding
any other provisions of the Plan or an Award Agreement to the contrary, the vesting, payment, purchase or distribution of an Award may
not be accelerated by reason of a Change of Control for any Grantee unless the Grantee’s employment is involuntarily terminated
as a result of the Change of Control as provided in the Award Agreement or in any other written agreement, including an employment agreement,
between us and the Grantee.


  


5 Operation


 


5.1 Duration. Grants
may be made under the Plan through June 1, 2031. In the event of Plan termination while Awards remain outstanding, the Plan shall remain
in effect as long as any Awards under it are outstanding, although no further grants may be made following Plan termination.


 






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5.2 Uncertificated Stock.
Nothing contained in the Plan shall prohibit the issuance of Stock on an uncertificated basis, to the extent allowed by the Company’s
Articles of Incorporation and Bylaws, by applicable law and by the applicable rules of any stock exchange.


 


5.3 Tax Withholding.
All distributions under the Plan are subject to withholding of all applicable taxes, and the Committee may condition the delivery of any
shares or other benefits under the Plan on satisfaction of the applicable withholding obligations. The Committee, in its discretion, and
subject to such requirements as the Committee may impose prior to the occurrence of such withholding, may permit such withholding obligations
to be satisfied through cash payment by the Grantee, through the surrender of shares of Stock which the Grantee already owns, through
withholding from other compensation payable to the Grantee or through the surrender of unrestricted shares of Stock to which the Grantee
is otherwise entitled under the Plan, but only to the extent of the minimum amount required to be withheld under applicable law.


 


5.4 Use of Shares.
Subject to the limitations on the number of shares of Stock that may be delivered under the Plan, the Committee may use available shares
of Stock as the form of payment for compensation, grants or rights earned or due under any other compensation plans or arrangements of
the Company or a Subsidiary, including the plans and arrangements of the Company or a Subsidiary assumed in business combinations.


 


5.5 Nontransferability.
Awards granted under the Plan, and during any period of restriction on transferability, shares of Common Stock issued in connection with
the exercise of an Option or a SAR, or vesting of a Restricted Stock Award may not be sold, pledged, hypothecated, assigned, margined
or otherwise transferred by a Grantee in any manner other than by will or the laws of descent and distribution, unless and until the shares
underlying such Award have been issued, and all restrictions applicable to such shares have lapsed or have been waived by the Committee.
No Award or interest or right therein shall be subject to the debts, contracts or engagements of a Grantee or his or her successors in
interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by operation of law, by judgment, lien, levy, attachment, garnishment or any other
legal or equitable proceedings (including bankruptcy and divorce), and any attempted disposition thereof shall be null and void, of no
effect, and not binding on the Company in any way. Notwithstanding the foregoing, the Committee may permit Options and/or shares issued
in connection with an Option or a SAR exercise that are subject to restrictions on transferability, to be transferred one time and without
payment or consideration to a member of a Grantee’s immediate family or to a trust or similar vehicle for the benefit of a Grantee’s
immediate family members. During the lifetime of a Grantee, all rights with respect to Awards shall be exercisable only by such Grantee
or, if applicable pursuant to the preceding sentence, a permitted transferee.


 


5.6 Form and Time of Elections.
Unless otherwise specified herein, each election required or permitted to be made by any Grantee or other person entitled to benefits
under the Plan, and any permitted modification, or revocation thereof, shall be in writing filed with the Committee at such times, in
such form, and subject to such restrictions and limitations, not inconsistent with the terms of the Plan, as the Committee shall require.


 


5.7 Agreement with Company.
An Award under the Plan shall be subject to such terms and conditions, not inconsistent with the Plan, as the Committee shall, in its
sole discretion, prescribe. The terms and conditions of any Award to any Grantee shall be reflected in such form of written document as
is determined by the Committee. A copy of such document shall be provided to the Grantee, and the Committee may, but need not, require
that the Grantee shall sign a copy of such document. Such document is referred to in the Plan as an “Award Agreement” regardless
of whether any Grantee signature is required.


 






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5.8 Gender and Number.
Where the context admits, words in any gender shall include any other gender, words in the singular shall include the plural and the plural
shall include the singular.


 


5.9 Limitation of Implied Rights.


 


		(iii)	The
Plan shall at all times be unfunded and neither a Grantee nor any other person shall, by reason of participation in the Plan, acquire
any right in or title to any assets, funds or property of the Company or any Subsidiary whatsoever, including, without limitation, any
specific funds, assets, or other property which the Company or any Subsidiary, in its sole discretion, may set aside in anticipation
of a liability under the Plan. Nothing contained in the Plan and no action taken pursuant hereto shall create or be construed to create
a fiduciary relationship between the Company and any Grantee or any other person. A Grantee shall have only a contractual right to the
Stock or amounts, if any, payable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in
the Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any
person.


 


		(iv)	The
Plan does not constitute a contract of employment or service, and selection as a Grantee will not give any participating Employee, Non-Employee
Director or Key Advisor the right to be retained in the employ or service of the Company or any Subsidiary, nor any right or claim to
any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. Except as otherwise provided
in the Plan or the Award Agreement, no Award under the Plan shall confer upon the holder thereof any rights as a stockholder of the Company
prior to the date on which the individual fulfills all conditions for receipt of such rights.


 


5.10 Section 409A.
It is intended that all Options and SARs granted under the Plan shall be exempt from the provisions of Section 409A of the Code and that
all other Awards under the Plan, to the extent that they constitute “non-qualified deferred compensation” within the meaning
of Section 409A of the Code, will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder). The Plan
and any Award Agreements issued hereunder may be amended in any respect deemed by the Board or the Committee to be necessary in order
to preserve compliance with Section 409A of the Code. Notwithstanding anything in this Plan to the contrary, if required by Section 409A
of the Code, if a Grantee is considered a “specified employee” for purposes of Section 409A of the Code and if payment of
any Award under this Plan is required to be delayed for a period of six months after “separation from service” within the
meaning of Section 409A of the Code, payment of such Award shall be delayed as required by Section 409A of the Code, and the accumulated
amounts with respect to such Award shall be paid in a lump sum payment within ten days after the end of the six month period. If the Grantee
dies during the postponement period prior to the payment of benefits, the amounts withheld on account of Section 409A of the Code shall
be paid to the Grantee’s beneficiary within sixty (60) days after the date of the Grantee’s death. For purposes of Section
409A of the Code, each payment under the Plan shall be treated as a separate payment. In no event shall a Grantee, directly or indirectly,
designate the calendar year of payment. To the extent that any provision of the Plan would cause a conflict with the requirements of section
409A of the Code, or would cause the administration of the Plan to fail to satisfy the requirements of Section 409A of the Code, such
provision shall be deemed null and void to the extent permitted by applicable law. Notwithstanding anything in the Plan or any Award Agreement
to the contrary, each Grantee shall be solely responsible for the tax consequences of Awards under the Plan, and in no event shall the
Company have any responsibility or liability if an Award does not meet any applicable requirements of Section 409A of the Code. Although
the Company intends to administer the Plan to prevent taxation under Section 409A of the Code, the Company does not represent or warrant
that the Plan or any Award complies with any provision of federal, state, local or other tax law.


 






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5.11 Regulations and Other Approvals.


 


		(i)	The
obligation of the Company to sell or deliver Stock with respect to any Award granted under the Plan shall be subject to all applicable
laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Committee.


 


		(ii)	Each
Award is subject to the requirement that, if at any time the Committee determines, in its absolute discretion, that the listing, registration
or qualification of Stock issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant
of an Award or the issuance of Stock, no such Award shall be granted or payment made or Stock issued, in whole or in part, unless listing,
registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Committee.


 


		(iii)	In
the event that the disposition of Stock acquired pursuant to the Plan is not covered by a then current registration statement under the
Securities Act and is not otherwise exempt from such registration, such Stock shall be restricted against transfer to the extent required
by the Securities Act of 1933, as amended, or regulations thereunder, and applicable state securities laws, and the Committee may require
a Grantee receiving Stock pursuant to the Plan, as a condition precedent to receipt of such Stock, to represent to the Company in writing
that the Stock acquired by such Grantee is acquired for investment only and not with a view to distribution.


 


		(iv)	With
respect to persons subject to section 16 of the Exchange Act, it is the intent of the Company that the Plan and all transactions under
the Plan comply with all applicable provisions of Rule 16b-3.


 


		(v)	All
Awards under the Plan will be subject to any compensation, clawback and recoupment policies that may be applicable to the employees of
the Company, as in effect from time to time and as approved by the Board or Committee, whether or not approved before or after the Effective
Date. Subject to the requirements of applicable law, any such compensation, clawback and recoupment policies shall apply to Awards made
after the effective date of the policy.


 


5.12 Non-Employee Director
Award Deferrals. The Committee may permit a Non-Employee Director to defer receipt of the payment of cash or the delivery of shares
that would otherwise be due to such Non-Employee Director in connection with any Restricted Stock, Restricted Stock Units, Other Stock-Based
Awards or Cash-Based Awards. If any such deferral election is permitted, the Committee shall establish rules and procedures for such deferrals
and may provide for interest or other earnings to be paid on such deferrals, which rules and procedures shall be consistent with applicable
requirements of Section 409A of the Code. Unless otherwise specified in a Non-Employee Director’s valid election, any deferred amount
will be deferred until the earliest to occur of the Non-Employee Director’s death, separation from service, or Change of Control;
provided that any such deferral election is made by the Non-Employee Director on or prior to December 31 of the calendar year preceding
the calendar year in which any such amounts are earned, or, if such Non-Employee Director is newly eligible for purposes of Section 409A
of the Code, then within 30 days following the date he or she is first eligible, and then only with respect to amounts earned after the
date of the election.


 






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6 Amendment and Termination


 


The Plan may be terminated
or amended by the Board at any time, except that the following actions may not be taken without stockholder approval:


 


		(i)	any
increase in the number of shares that may be issued under the Plan (except by certain adjustments provided for under the Plan);


 


		(ii)	any
change in the class of persons eligible to receive ISOs under the Plan;


 


		(iii)	any
change in the requirements of Sections 4.2(i)(b) and 4.2(ii)(c) hereof regarding the exercise price of Options and the grant price of
SARs;


 


		(iv)	any
repricing or cancellation and regrant of any Option or, if applicable, other Award at a lower exercise, base or purchase price, whether
in the form of an amendment, cancellation or replacement grant, or a cash-out of underwater options or any action that provides for Awards
that contain a so-called “reload” feature under which additional Options or other Awards are granted automatically to the
Grantee upon exercise of the original Option or Award; or


 


		(v)	any
other amendment to the Plan that would require approval of the Company’s stockholders under applicable law, regulation or rule
or stock exchange listing requirement.


 


Notwithstanding any of the foregoing, adjustments
pursuant to Section 3 shall not be subject to the foregoing limitations of this Section 6. 


 


7 Governing Law


 


The Plan and all Award Agreements
entered into under the Plan shall be construed in accordance with and governed by the laws of the State of New York, except that any principles
or provisions of New York law that would apply the law of another jurisdiction (other than applicable provisions of U.S. Federal law)
shall be disregarded. Notwithstanding the foregoing, matters with respect to indemnification, delegation of authority under the Plan,
and the legality of shares of Stock issued under the Plan, shall be governed by the Nevada Revised Statutes.


 


8 Severability


 


If any of the provision of
this Plan is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such provision shall be deemed modified
to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions shall not be affected
thereby; provided that, if any such provision is finally held to be invalid, illegal or unenforceable because it exceeds the maximum scope
determined to be acceptable to permit such provision to be enforceable, such provision shall be deemed modified to the minimum extent
necessary in order to make such provision enforceable.


 


 


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