Exhibit 10.1


 


 


LANTRONIX, INC.


2020 PERFORMANCE INCENTIVE PLAN


 


(As Amended and Restated August 9, 2022) 


 


1.     
PURPOSE OF PLAN


 


The purpose of this Lantronix, Inc. 2020
Performance Incentive Plan (this “Plan”) of Lantronix, Inc., a Delaware corporation (the “Corporation”),
is to promote the success of the Corporation by providing an additional means through the grant of awards to attract, motivate, retain
and reward selected employees and other eligible persons and to enhance the alignment of the interests of the selected participants with
the interests of the Corporation’s stockholders.


 


2.     
ELIGIBILITY


 


The Administrator (as such term is defined
in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines to be Eligible Persons. An “Eligible
Person” is any person who is either: (a) an officer (whether or not a director) or employee of the Corporation or one of its
Subsidiaries; (b) a director of the Corporation or one of its Subsidiaries; or (c) an individual consultant or advisor who renders or
has rendered bona fide services (other than services in connection with the offering or sale of securities of the Corporation or one of
its Subsidiaries in a capital-raising transaction or as a market maker or promoter of securities of the Corporation or one of its Subsidiaries)
to the Corporation or one of its Subsidiaries and who is selected to participate in this Plan by the Administrator; provided, however,
that a person who is otherwise an Eligible Person under clause (c) above may participate in this Plan only if such participation would
not adversely affect either the Corporation’s eligibility to use Form S-8 to register under the Securities Act of 1933, as amended
(the “Securities Act”), the offering and sale of shares issuable under this Plan by the Corporation or the Corporation’s
compliance with any other applicable laws. An Eligible Person who has been granted an award (a “participant”) may, if otherwise
eligible, be granted additional awards if the Administrator shall so determine. As used herein, “Subsidiary” means
any corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially owned directly or indirectly
by the Corporation; and “Board” means the Board of Directors of the Corporation.


 


3.     
PLAN ADMINISTRATION


 


		3.1	The Administrator. This Plan shall be administered by and all awards under this Plan shall be authorized by the Administrator.
The “Administrator” means the Board or one or more committees (or subcommittees, as the case may be) appointed by the
Board or another committee (within its delegated authority) to administer all or certain aspects of this Plan. Any such committee shall
be comprised solely of one or more directors or such number of directors as may be required under applicable law. A committee may delegate
some or all of its authority to another committee so constituted. The Board or a committee comprised solely of directors may also delegate,
to the extent permitted by applicable law, to one or more officers of the Corporation, its authority under this Plan. The Board or another
committee (within its delegated authority) may delegate different levels of authority to different committees or persons with administrative
and grant authority under this Plan. Unless otherwise provided in the Bylaws of the Corporation or the applicable charter of any Administrator:
(a) a majority of the members of the acting Administrator shall constitute a quorum, and (b) the vote of a majority of the members present
assuming the presence of a quorum or the unanimous written consent of the members of the Administrator shall constitute action by the
acting Administrator.



 


 


 






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		3.2	Powers of the Administrator. Subject to the express provisions of this Plan, the Administrator is authorized and empowered
to do all things necessary or desirable in connection with the authorization of awards and the administration of this Plan (in the case
of a committee or delegation to one or more officers, within any express limits on the authority delegated to that committee or person(s)),
including, without limitation, the authority to:



 


		(a)	determine eligibility and, from among those persons determined to be eligible, determine the particular Eligible Persons who will
receive an award under this Plan;



 


		(b)	grant awards to Eligible Persons, determine the price (if any) at which securities will be offered or awarded and the number of securities
to be offered or awarded to any of such persons (in the case of securities-based awards), determine the other specific terms and conditions
of awards consistent with the express limits of this Plan, establish the installment(s) (if any) in which such awards shall become exercisable
or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability
or vesting is required, establish any applicable performance-based exercisability or vesting requirements, determine the circumstances
in which any performance-based goals (or the applicable measure of performance) will be adjusted and the nature and impact of any such
adjustment, determine the extent (if any) to which any applicable exercise and vesting requirements have been satisfied, establish the
events (if any) on which exercisability or vesting may accelerate (which may include, without limitation, retirement and other specified
terminations of employment or services, or other circumstances), and establish the events (if any) of termination, expiration or reversion
of such awards;



 


		(c)	approve the forms of any award agreements (which need not be identical either as to type of award or among participants);



 


		(d)	construe and interpret this Plan and any agreements defining the rights and obligations of the Corporation, its Subsidiaries, and
participants under this Plan, make any and all determinations under this Plan and any such agreements, further define the terms used in
this Plan, and prescribe, amend and rescind rules and regulations relating to the administration of this Plan or the awards granted under
this Plan;



 


		(e)	cancel, modify, or waive the Corporation’s rights with respect to, or modify, discontinue, suspend, or terminate any or all
outstanding awards, subject to any required consent under Section 8.6.5;



 


		(f)	accelerate, waive or extend the vesting or exercisability, or modify or extend the term of, any or all such outstanding awards (in
the case of options or stock appreciation rights, within the maximum term of such awards) in such circumstances as the Administrator may
deem appropriate (including, without limitation, in connection with a retirement or other termination of employment or services, or other
circumstances) subject to any required consent under Section 8.6.5;



 


		(g)	adjust the number of shares of Common Stock subject to any award, adjust the price of any or all outstanding awards or otherwise waive
or change previously imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each case subject
to Sections 4 and 8.6 (and subject to the no repricing provision below);



 


		(h)	determine the date of grant of an award, which may be a designated date after but not before the date of the Administrator’s
action to approve the award (unless otherwise designated by the Administrator, the date of grant of an award shall be the date upon which
the Administrator took the action approving the award);



 


		(i)	determine whether, and the extent to which, adjustments are required pursuant to Section 7.1 hereof and take any other actions contemplated
by Section 7 in connection with the occurrence of an event of the type described in Section 7;



 


 


 






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		(j)	acquire or settle (subject to Sections 7 and 8.6) rights under awards in cash, stock of equivalent value, or other consideration (subject
to the no repricing provision below); and



 


		(k)	determine the fair market value of the Common Stock or awards under this Plan from time to time and/or the manner in which such value
will be determined.



 


		3.3	Prohibition on Repricing. Notwithstanding anything to the contrary in Section 3.2 and except for an adjustment pursuant
to Section 7.1 or a repricing approved by stockholders, in no case may the Administrator (1) amend an outstanding stock option or SAR
to reduce the exercise price or base price of the award, (2) cancel, exchange, or surrender an outstanding stock option or SAR in exchange
for cash or other awards for the purpose of repricing the award, or (3) cancel, exchange, or surrender an outstanding stock option or
SAR in exchange for an option or SAR with an exercise or base price that is less than the exercise or base price of the original award.



 


		3.4	Binding Determinations. Any determination or other action taken by, or inaction of, the Corporation, any Subsidiary,
or the Administrator relating or pursuant to this Plan (or any award made under this Plan) and within its authority hereunder or under
applicable law shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. Neither
the Board nor any other Administrator, nor any member thereof or person acting at the direction thereof, shall be liable for any act,
omission, interpretation, construction or determination made in good faith in connection with this Plan (or any award made under this
Plan), and all such persons shall be entitled to indemnification and reimbursement by the Corporation in respect of any claim, loss, damage
or expense (including, without limitation, attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law
and/or under any directors and officers liability insurance coverage that may be in effect from time to time. Neither the Board nor any
other Administrator, nor any member thereof or person acting at the direction thereof, nor the Corporation or any of its Subsidiaries,
shall be liable for any damages of a participant should an option intended as an ISO (as defined below) fail to meet the requirements
of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to ISOs, should any other award(s) fail to
qualify for any intended tax treatment, should any award grant or other action with respect thereto not satisfy Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended, or otherwise for any tax or other liability imposed on a participant with respect
to an award.



 


		3.5	Reliance on Experts. In making any determination or in taking or not taking any action under this Plan, the Administrator
may obtain and may rely upon the advice of experts, including employees and professional advisors to the Corporation. No director, officer
or agent of the Corporation or any of its Subsidiaries shall be liable for any such action or determination taken or made or omitted in
good faith.



 


		3.6	Delegation. The Administrator may delegate ministerial, non-discretionary functions to individuals who are officers
or employees of the Corporation or any of its Subsidiaries or to third parties.



 


4.     
SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMITS


 


		4.1	Shares Available. Subject to the provisions of Section 7.1, the capital stock that may be delivered under this Plan
shall be shares of the Corporation’s authorized but unissued Common Stock and any shares of its Common Stock held as treasury shares.
For purposes of this Plan, “Common Stock” shall mean the common stock of the Corporation and such other securities
or property as may become the subject of awards under this Plan, or may become subject to such awards, pursuant to an adjustment made
under Section 7.1.



 


 


 






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		4.2	Aggregate Share Limit. The maximum number of shares of Common Stock that may be delivered pursuant to awards granted
to Eligible Persons under this Plan (the “Share Limit”) is equal to the sum of the following:



 


		(1)	5,349,047 shares of Common Stock, plus



 


		(2)	the number of any shares subject to stock options granted under the Corporation’s Amended and Restated 2010 Stock Incentive
Plan (the “2010 Plan”) and outstanding on the expiration of the 2010 Plan on September 15, 2020 (the “2010
Plan Expiration Date”) which expire, or for any reason are cancelled or terminated, after the 2010 Plan Expiration Date without
being exercised (which, for purposes of clarity, shall become available for award grants under this Plan on a one-for-one basis), plus



 


		(3)	the number of any shares subject to restricted stock and restricted stock unit awards granted under the 2010 Plan that are outstanding
and unvested on the 2010 Plan Expiration Date that are forfeited, terminated, cancelled or otherwise reacquired by the Corporation after
the 2010 Plan Expiration Date without having become vested.



 


provided that in no event shall the Share
Limit exceed the sum of the 5,349,047 shares set forth in clause (1) above, plus the aggregate number of shares subject to awards previously
granted and outstanding under the 2010 Plan as of the expiration of the 2010 Plan on the 2010 Plan Expiration Date.


 


		4.3	Incentive Stock Option Share Limit. The maximum number of shares of Common Stock that may be delivered pursuant to options
qualified as incentive stock options granted under this Plan is 2,500,000 shares. This limit is in addition to, not in lieu of, the aggregate
Share Limit in Section 4.2.



 


		4.4	Share-Limit Counting Rules. The Share Limit shall be subject to the following provisions of this Section 4.4:



 


		(a)	Shares that are subject to or underlie awards granted under this Plan which expire or for any reason are cancelled or terminated,
are forfeited, fail to vest, or for any other reason are not paid or delivered under this Plan shall not be counted against the Share
Limit and shall be available for subsequent awards under this Plan.



 


		(b)	Except as provided below, to the extent that shares of Common Stock are delivered pursuant to the exercise of a stock appreciation
right granted under this Plan, the gross number of underlying shares as to which the exercise related shall be counted against the Share
Limit, as opposed to only counting the shares issued . (For purposes of clarity, if a stock appreciation right relates to 100,000 shares
and is exercised in full at a time when the payment due to the participant is 15,000 shares, 100,000 shares shall be counted against the
Share Limit with respect to such exercise.)



 


		(c)	Shares that are exchanged by a participant or withheld by the Corporation on or after the date of the Corporation’s 2022 annual
meeting of stockholders (the “2022 Annual Meeting Date”) as full or partial payment in connection with any award granted
under this Plan, as well as any shares exchanged by a participant or withheld by the Corporation or one of its Subsidiaries after the
2022 Annual Meeting Date to satisfy the tax withholding obligations related to any award granted under this Plan, shall be counted against
the Share Limit and shall not be available for subsequent awards under this Plan.



 


		(d)	In addition, shares that are exchanged by a participant or withheld by the Corporation after the 2022 Annual Meeting Date as full
or partial payment in connection with any award granted under the 2010 Plan, as well as any shares exchanged by a participant or withheld
by the Corporation or one of its Subsidiaries after the 2022 Annual Meeting Date to satisfy the tax withholding obligations related to
any award granted under the 2010 Plan, shall not be available for new awards under this Plan.



 


 


 






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		(e)	To the extent that an award granted under this Plan is settled in cash or a form other than shares of Common Stock, the shares that
would have been delivered had there been no such cash or other settlement shall not be counted against the Share Limit and shall be available
for subsequent awards under this Plan.



 


		(f)	In the event that shares of Common Stock are delivered in respect of a dividend equivalent right granted under this Plan, the number
of shares delivered with respect to the award shall be counted against the Share Limit. (For purposes of clarity, if 1,000 dividend equivalent
rights are granted and outstanding when the Corporation pays a dividend, and 50 shares are delivered in payment of those rights with respect
to that dividend, 50 shares shall be counted against the Share Limit). Except as otherwise provided by the Administrator, shares delivered
in respect of dividend equivalent rights shall not count against any individual award limit under this Plan other than the aggregate Share
Limit.



 


		(g)	The Corporation may not increase the Share Limit by repurchasing shares of Common Stock on the market (by using cash received through
the exercise of stock options or otherwise).



 


Refer to Section 8.10 for application of
the share limits of this Plan, including the limits in Sections 4.2 and 4.3, with respect to assumed awards. Each of the numerical limits
and references in Sections 4.2 and 4.3, and in this Section 4.4, is subject to adjustment as contemplated by Sections 7 and 8.10.


 


		4.5	No Fractional Shares; Minimum Issue. Unless otherwise expressly provided by the Administrator, no fractional shares
shall be delivered under this Plan. The Administrator may pay cash in lieu of any fractional shares in settlements of awards under this
Plan. The Administrator may from time to time impose a limit (of not greater than 100 shares) on the minimum number of shares that may
be purchased or exercised as to awards (or any particular award) granted under this Plan unless (as to any particular award) the total
number purchased or exercised is the total number at the time available for purchase or exercise under the award.



 


5.     
AWARDS


 


		5.1	Type and Form of Awards. The Administrator shall determine the type or types of award(s) to be made to each selected
Eligible Person. Awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem with,
in replacement of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of the
Corporation or one of its Subsidiaries. The types of awards that may be granted under this Plan are:



 


5.1.1       
Stock Options. A stock option is the grant of a right to purchase a specified number of shares of Common
Stock during a specified period as determined by the Administrator. An option may be intended as an incentive stock option within the
meaning of Section 422 of the Code (an “ISO”) or a nonqualified stock option (an option not intended to be an ISO).
The agreement evidencing the grant of an option will indicate if the option is intended as an ISO; otherwise it will be deemed to be a
nonqualified stock option. The maximum term of each option (ISO or nonqualified) shall be ten (10) years. The per share exercise price
for each option shall be not less than 100% of the fair market value of a share of Common Stock on the date of grant of the option. When
an option is exercised, the exercise price for the shares to be purchased shall be paid in full in cash or such other method permitted
by the Administrator consistent with Section 5.4.


 


 


 






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5.1.2       
Additional Rules Applicable to ISOs. To the extent that the aggregate fair market value (determined at
the time of grant of the applicable option) of stock with respect to which ISOs first become exercisable by a participant in any calendar
year exceeds $100,000, taking into account both Common Stock subject to ISOs under this Plan and stock subject to ISOs under all other
plans of the Corporation or one of its Subsidiaries (or any parent or predecessor corporation to the extent required by and within the
meaning of Section 422 of the Code and the regulations promulgated thereunder), such options shall be treated as nonqualified stock options.
In reducing the number of options treated as ISOs to meet the $100,000 limit, the most recently granted options shall be reduced first.
To the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the Administrator may, in the manner
and to the extent permitted by law, designate which shares of Common Stock are to be treated as shares acquired pursuant to the exercise
of an ISO. ISOs may only be granted to employees of the Corporation or one of its subsidiaries (for this purpose, the term “subsidiary”
is used as defined in Section 424(f) of the Code, which generally requires an unbroken chain of ownership of at least 50% of the total
combined voting power of all classes of stock of each subsidiary in the chain beginning with the Corporation and ending with the subsidiary
in question). No ISO may be granted to any person who, at the time the option is granted, owns (or is deemed to own under Section 424(d)
of the Code) shares of outstanding Common Stock possessing more than 10% of the total combined voting power of all classes of stock of
the Corporation, unless the exercise price of such option is at least 110% of the fair market value of the stock subject to the option
and such option by its terms is not exercisable after the expiration of five years from the date such option is granted. If an otherwise-intended
ISO fails to meet the applicable requirements of Section 422 of the Code, the option shall be a nonqualified stock option.


 


5.1.3       
Stock Appreciation Rights. A stock appreciation right or “SAR” is a right to receive
a payment, in cash and/or Common Stock, equal to the excess of the fair market value of a specified number of shares of Common Stock on
the date the SAR is exercised over the “base price” of the award, which base price shall be set forth in the applicable
award agreement and shall be not less than 100% of the fair market value of a share of Common Stock on the date of grant of the SAR. The
maximum term of a SAR shall be ten (10) years.


 


5.1.4       
Other Awards; Dividend Equivalent Rights. The other types of awards that may be granted under this Plan
include: (a) stock bonuses, restricted stock, performance stock, stock units, restricted stock units, deferred shares, phantom stock or
similar rights to purchase or acquire shares, whether at a fixed or variable price (or no price) or fixed or variable ratio related to
the Common Stock, and any of which may (but need not) be fully vested at grant or vest upon the passage of time, the occurrence of one
or more events, the satisfaction of performance criteria or other conditions, or any combination thereof; or (b) cash awards. The
types of cash awards that may be granted under this Plan include the opportunity to receive a payment for the achievement of one or more
goals established by the Administrator, on such terms as the Administrator may provide, as well as discretionary cash awards. Dividend
equivalent rights may be granted as a separate award or in connection with another award under this Plan; provided, however, that dividend
equivalent rights may not be granted as to a stock option or SAR granted under this Plan. In addition, any dividends and/or dividend equivalents
as to the portion of an award that is subject to unsatisfied vesting requirements will be subject to termination and forfeiture to the
same extent as the corresponding portion of the award to which they relate in the event the applicable vesting requirements are not satisfied.


 


		5.2	Award Agreements. Each award shall be evidenced by a written or electronic award agreement or notice in a form approved
by the Administrator (an “award agreement”), and, in each case and if required by the Administrator, executed or otherwise
electronically accepted by the recipient of the award in such form and manner as the Administrator may require.



 


		5.3	Deferrals and Settlements. Payment of awards may be in the form of cash, Common Stock, other awards or combinations
thereof as the Administrator shall determine, and with such restrictions (if any) as it may impose. The Administrator may also require
or permit participants to elect to defer the issuance of shares or the settlement of awards in cash under such rules and procedures as
it may establish under this Plan. The Administrator may also provide that deferred settlements include the payment or crediting of interest
or other earnings on the deferral amounts, or the payment or crediting of dividend equivalents where the deferred amounts are denominated
in shares.



 


 


 






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		5.4	Consideration for Common Stock or Awards. The purchase price (if any) for any award
granted under this Plan or the Common Stock to be delivered pursuant to an award, as applicable, may be paid by means of any lawful consideration
as determined by the Administrator, including, without limitation, one or a combination of the following methods:



 


		(a)	services rendered by the recipient of such award;



 


		(b)	cash, check payable to the order of the Corporation, or electronic funds transfer;



 


		(c)	notice and third party payment in such manner as may be authorized by the Administrator;



 


		(d)	the delivery of previously owned shares of Common Stock;



 


		(e)	by a reduction in the number of shares otherwise deliverable pursuant to the award; or



 


		(f)	subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise” with a third party who provides
financing for the purposes of (or who otherwise facilitates) the purchase or exercise of awards.



 


In no event shall any shares newly-issued
by the Corporation be issued for less than the minimum lawful consideration for such shares or for consideration other than consideration
permitted by applicable state law. Shares of Common Stock used to satisfy the exercise price of an option shall be valued at their fair
market value. The Corporation will not be obligated to deliver any shares unless and until it receives full payment of the exercise or
purchase price therefor and any related withholding obligations under Section 8.5 and any other conditions to exercise or purchase have
been satisfied. Unless otherwise expressly provided in the applicable award agreement, the Administrator may at any time eliminate or
limit a participant’s ability to pay any purchase or exercise price of any award or shares by any method other than cash payment
to the Corporation.


 


		5.5	Definition of Fair Market Value. For purposes of this Plan, “fair market value” shall mean, unless otherwise
determined or provided by the Administrator in the circumstances, the closing price (in regular trading) for a share of Common Stock on
the Nasdaq Stock Market (the “Market”) for the date in question or, if no sales of Common Stock were reported on the
Market on that date, the closing price (in regular trading) for a share of Common Stock on the Market on the last day preceding the date
in question on which sales of Common Stock were reported on the Market. The Administrator may, however, provide with respect to one or
more awards that the fair market value shall equal the closing price (in regular trading) for a share of Common Stock on the Market on
the last trading day preceding the date in question or the average of the high and low trading prices of a share of Common Stock on the
Market for the date in question or the most recent trading day. If the Common Stock is no longer listed or is no longer actively traded
on the Market as of the applicable date, the fair market value of the Common Stock shall be the value as reasonably determined by the
Administrator for purposes of the award in the circumstances. The Administrator also may adopt a different methodology for determining
fair market value with respect to one or more awards if a different methodology is necessary or advisable to secure any intended favorable
tax, legal or other treatment for the particular award(s) (for example, and without limitation, the Administrator may provide that fair
market value for purposes of one or more awards will be based on an average of closing prices (or the average of high and low daily trading
prices) for a specified period preceding the relevant date).



 


 


 






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	 	5.6	Transfer Restrictions.



 


5.6.1       
Limitations on Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this Section
5.6 or required by applicable law: (a) all awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation,
alienation, assignment, pledge, encumbrance or charge; (b) awards shall be exercised only by the participant; and (c) amounts payable
or shares issuable pursuant to any award shall be delivered only to (or for the account of) the participant.


 


5.6.2       
Exceptions. The Administrator may permit awards to be exercised by and paid to, or otherwise transferred
to, other persons or entities pursuant to such conditions and procedures, including limitations on subsequent transfers, as the Administrator
may, in its sole discretion, establish in writing. Any permitted transfer shall be subject to compliance with applicable federal and state
securities laws and shall not be for value (other than nominal consideration, settlement of marital property rights, or for interests
in an entity in which more than 50% of the voting interests are held by the Eligible Person or by the Eligible Person’s family members).


 


5.6.3       
Further Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 5.6.1 shall
not apply to:


 


		(a)	transfers to the Corporation (for example, in connection with the expiration or termination of the award);



 


		(b)	the designation of a beneficiary to receive benefits in the event of the participant’s death or, if the participant has died,
transfers to or exercise by the participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by
will or the laws of descent and distribution;



 


		(c)	subject to any applicable limitations on ISOs, transfers to a family member (or former family member) pursuant to a domestic relations
order if received by the Administrator;



 


		(d)	if the participant has suffered a disability, permitted transfers or exercises on behalf of the participant by his or her legal representative;
or



 


		(e)	the authorization by the Administrator of “cashless exercise” procedures with third parties who provide financing for
the purpose of (or who otherwise facilitate) the exercise of awards consistent with applicable laws and any limitations imposed by the
Administrator.



 


		5.7	International Awards. One or more awards may be granted to Eligible Persons who provide services to the Corporation
or one of its Subsidiaries outside of the United States. Any awards granted to such persons may be granted pursuant to the terms and conditions
of any applicable sub-plans, if any, appended to this Plan and approved by the Administrator from time to time. The awards so granted
need not comply with other specific terms of this Plan, provided that stockholder approval of any deviation from the specific terms of
this Plan is not required by applicable law or any applicable listing agency.



 


6.     
EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE ON AWARDS


 


		6.1	General. The Administrator shall establish the effect (if any) of a termination of employment or service on the rights
and benefits under each award under this Plan and in so doing may make distinctions based upon, inter alia, the cause of termination and
type of award. If the participant is not an employee of the Corporation or one of its Subsidiaries, is not a member of the Board, and
provides other services to the Corporation or one of its Subsidiaries, the Administrator shall be the sole judge for purposes of this
Plan (unless a contract or the award otherwise provides) of whether the participant continues to render services to the Corporation or
one of its Subsidiaries and the date, if any, upon which such services shall be deemed to have terminated.



 


 


 






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		6.2	Events Not Deemed Terminations of Employment. Unless the express policy of the Corporation or one of its Subsidiaries,
or the Administrator, otherwise provides, or except as otherwise required by applicable law, the employment relationship shall not be
considered terminated in the case of: (a) sick leave, (b) military leave, or (c) any other leave of absence authorized by the Corporation
or one of its Subsidiaries, or the Administrator; provided that, unless reemployment upon the expiration of such leave is guaranteed by
contract or law or the Administrator otherwise provides, such leave is for a period of not more than three months. In the case of any
employee of the Corporation or one of its Subsidiaries on an approved leave of absence, continued vesting of the award while on leave
from the employ of the Corporation or one of its Subsidiaries may be suspended until the employee returns to service, unless the Administrator
otherwise provides or applicable law otherwise requires. In no event shall an award be exercised after the expiration of any applicable
maximum term of the award.



 


		6.3	Effect of Change of Subsidiary Status. For purposes of this Plan and any award, if an entity ceases to be a Subsidiary
of the Corporation a termination of employment or service shall be deemed to have occurred with respect to each Eligible Person in respect
of such Subsidiary who does not continue as an Eligible Person in respect of the Corporation or another Subsidiary that continues as such
after giving effect to the transaction or other event giving rise to the change in status unless the Subsidiary that is sold, spun-off
or otherwise divested (or its successor or a direct or indirect parent of such Subsidiary or successor) assumes the Eligible Person’s
award(s) in connection with such transaction.



 


7.     
ADJUSTMENTS; ACCELERATION


 


	 	7.1	Adjustments.
	 	 	 
		(a)	Subject to Section 7.2, upon (or, as may be necessary to effect the adjustment, immediately prior to): any reclassification, recapitalization,
stock split (including a stock split in the form of a stock dividend) or reverse stock split; any merger, combination, consolidation,
conversion or other reorganization; any spin-off, split-up, or extraordinary dividend distribution in respect of the Common Stock; or
any exchange of Common Stock or other securities of the Corporation, or any similar, unusual or extraordinary corporate transaction in
respect of the Common Stock; then the Administrator shall equitably and proportionately adjust: (1) the number and type of shares of Common
Stock (or other securities) that thereafter may be made the subject of awards (including the specific share limits, maximums and numbers
of shares set forth elsewhere in this Plan); (2) the number, amount and type of shares of Common Stock (or other securities or property)
subject to any outstanding awards; (3) the grant, purchase, or exercise price (which term includes the base price of any SAR or similar
right) of any outstanding awards; and/or (4) the securities, cash or other property deliverable upon exercise or payment of any outstanding
awards, in each case to the extent necessary to preserve (but not increase) the level of incentives intended by this Plan and the then-outstanding
awards.



 


		(b)	Without limiting the generality of Section 3.4, any good faith determination by the Administrator as to whether an adjustment is required
in the circumstances pursuant to this Section 7.1, and the extent and nature of any such adjustment, shall be conclusive and binding on
all persons.



 


 


 






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	 	7.2	Corporate Transactions - Assumption and Termination of Awards.



 


		(a)	Upon any event in which the Corporation does not survive, or does not survive as a public company in respect of its Common Stock (including,
without limitation, a dissolution, merger, combination, consolidation, conversion, exchange of securities, or other reorganization, or
a sale of all or substantially all of the business, stock or assets of the Corporation, in any case in connection with which the Corporation
does not survive or does not survive as a public company in respect of its Common Stock), then the Administrator may make provision for
a cash payment in settlement of, or for the termination, assumption, substitution or exchange of any or all outstanding awards or the
cash, securities or property deliverable to the holder of any or all outstanding awards, based upon, to the extent relevant under the
circumstances, the distribution or consideration payable to holders of the Common Stock upon or in respect of such event. Upon the occurrence
of any event described in the preceding sentence in connection with which the Administrator has made provision for the award to be terminated
(and the Administrator has not made a provision for the substitution, assumption, exchange or other continuation or settlement of the
award): (1) unless otherwise provided in the applicable award agreement, each then-outstanding option and SAR shall become fully vested,
all shares of restricted stock then outstanding shall fully vest free of restrictions, and each other award granted under this Plan
that is then outstanding shall become payable to the holder of such award (with any performance goals applicable to the award in each
case being deemed met, unless otherwise provided in the award agreement, at the “target” performance level); and (2) each
award (including any award or portion thereof that, by its terms, does not accelerate and vest in the circumstances) shall terminate upon
the related event; provided that the holder of an option or SAR shall be given reasonable advance notice of the impending termination
and a reasonable opportunity to exercise his or her outstanding vested options and SARs (after giving effect to any accelerated vesting
required in the circumstances) in accordance with their terms before the termination of such awards (except that in no case shall more
than ten days’ notice of the impending termination be required and any acceleration of vesting and any exercise of any portion of
an award that is so accelerated may be made contingent upon the actual occurrence of the event).



 


		(b)	Without limiting the preceding paragraph, in connection with any event referred to in the preceding paragraph or any change in control
event defined in any applicable award agreement, the Administrator may, in its discretion, provide for the accelerated vesting of any
award or awards as and to the extent determined by the Administrator in the circumstances.



 


		(c)	For purposes of this Section 7.2, an award shall be deemed to have been “assumed” if (without limiting other circumstances
in which an award is assumed) the award continues after an event referred to above in this Section 7.2, and/or is assumed and continued
by the surviving entity following such event (including, without limitation, an entity that, as a result of such event, owns the Corporation
or all or substantially all of the Corporation’s assets directly or through one or more subsidiaries (a “Parent”)),
and confers the right to purchase or receive, as applicable and subject to vesting and the other terms and conditions of the award, for
each share of Common Stock subject to the award immediately prior to the event, the consideration (whether cash, shares, or other securities
or property) received in the event by the stockholders of the Corporation for each share of Common Stock sold or exchanged in such event
(or the consideration received by a majority of the stockholders participating in such event if the stockholders were offered a choice
of consideration); provided, however, that if the consideration offered for a share of Common Stock in the event is not solely the ordinary
common stock of a successor corporation or a Parent, the Administrator may provide for the consideration to be received upon exercise
or payment of the award, for each share subject to the award, to be solely ordinary common stock of the successor corporation or a Parent
equal in fair market value to the per share consideration received by the stockholders participating in the event.



 


		(d)	The Administrator may adopt such valuation methodologies for outstanding awards as it deems reasonable in the event of a cash or property
settlement and, in the case of options, SARs or similar rights, but without limitation on other methodologies, may base such settlement
solely upon the excess if any of the per share amount payable upon or in respect of such event over the exercise or base price of the
award. In the case of an option, SAR or similar right as to which the per share
amount payable upon or in respect of such event is less than or equal to the exercise or base price of the award, the Administrator may
terminate such award in connection with an event referred to in this Section 7.2 without any payment in respect of such award.



 


 


 






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		(e)	In any of the events referred to in this Section 7.2, the Administrator may take such action contemplated by this Section 7.2 prior
to such event (as opposed to on the occurrence of such event) to the extent that the Administrator deems the action necessary to permit
the participant to realize the benefits intended to be conveyed with respect to the underlying shares. Without limiting the generality
of the foregoing, the Administrator may deem an acceleration and/or termination to occur immediately prior to the applicable event and,
in such circumstances, will reinstate the original terms of the award if an event giving rise to an acceleration and/or termination does
not occur.



 


		(f)	Without limiting the generality of Section 3.4, any good faith determination by the Administrator pursuant to its authority under
this Section 7.2 shall be conclusive and binding on all persons.



 


		(g)	The Administrator may override the provisions of this Section 7.2 by express provision in the award agreement and may accord any Eligible
Person a right to refuse any acceleration, whether pursuant to the award agreement or otherwise, in such circumstances as the Administrator
may approve. The portion of any ISO accelerated in connection with an event referred to in this Section 7.2 (or such other circumstances
as may trigger accelerated vesting of the award) shall remain exercisable as an ISO only to the extent the applicable $100,000 limitation
on ISOs is not exceeded. To the extent exceeded, the accelerated portion of the option shall be exercisable as a nonqualified stock option
under the Code.



 


8.     
OTHER PROVISIONS


 


		8.1	Compliance with Laws. This Plan, the granting and vesting of awards under this Plan, the offer, issuance and delivery
of shares of Common Stock, and/or the payment of money under this Plan or under awards are subject to compliance with all applicable federal,
state, local and foreign laws, rules and regulations (including, but not limited to, state and federal securities law and federal margin
requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation,
be necessary or advisable in connection therewith. The person acquiring any securities under this Plan will, if requested by the Corporation
or one of its Subsidiaries, provide such assurances and representations to the Corporation or one of its Subsidiaries as the Administrator
may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements.



 


		8.2	No Rights to Award. No person shall have any claim or rights to be granted an award (or additional awards, as the case
may be) under this Plan, subject to any express contractual rights (set forth in a document other than this Plan) to the contrary.



 


		8.3	No Employment/Service Contract. Nothing contained in this Plan (or in any other documents under this Plan or in any
award) shall confer upon any Eligible Person or other participant any right to continue in the employ or other service of the Corporation
or one of its Subsidiaries, constitute any contract or agreement of employment or other service or affect an employee’s status as
an employee at will, nor shall interfere in any way with the right of the Corporation or one of its Subsidiaries to change a person’s
compensation or other benefits, or to terminate his or her employment or other service, with or without cause. Nothing in this Section
8.3, however, is intended to adversely affect any express independent right of such person under a separate employment or service contract
other than an award agreement.



 


		8.4	Plan Not Funded. Awards payable under this Plan shall be payable in shares or from the general assets of the Corporation,
and no special or separate reserve, fund or deposit shall be made to assure payment of such awards. No participant, beneficiary or other
person shall have any right, title or interest in any fund or in any specific asset (including shares of Common Stock, except as expressly
otherwise provided) of the Corporation or one of its Subsidiaries by reason of any award hereunder. Neither the provisions of this Plan
(or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan
shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Corporation or one of its Subsidiaries
and any participant, beneficiary or other person. To the extent that a participant, beneficiary or other person acquires a right to receive
payment pursuant to any award hereunder, such right shall be no greater than the right of any unsecured general creditor of the Corporation.



 


 


 






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		8.5	Tax Withholding. Upon any exercise, vesting, or payment of any award, or upon the disposition of shares of Common Stock
acquired pursuant to the exercise of an ISO prior to satisfaction of the holding period requirements of Section 422 of the Code, or upon
any other tax withholding event with respect to any award, arrangements satisfactory to the Corporation shall be made to provide for any
taxes the Corporation or any of its Subsidiaries may be required or permitted to withhold with respect to such award event or payment.
Such arrangements may include (but are not limited to) any one of (or a combination of) the following:



 


		(a)	The Corporation or one of its Subsidiaries shall have the right to require the participant (or the participant’s personal
representative or beneficiary, as the case may be) to pay or provide for payment of the amount of any taxes which the Corporation or one
of its Subsidiaries may be required or permitted to withhold with respect to such award event or payment.



 


		(b)	The Corporation or one of its Subsidiaries shall have the right to deduct from any amount otherwise payable in cash (whether related
to the award or otherwise) to the participant (or the participant’s personal representative or beneficiary, as the case may be)
the amount of any taxes which the Corporation or one of its Subsidiaries may be required or permitted to withhold with respect to such
award event or payment.



 


		(c)	In any case where a tax is required to be withheld in connection with the delivery of shares of Common Stock under this Plan, the
Administrator may in its sole discretion (subject to Section 8.1) require or grant (either at the time of the award or thereafter) to
the participant the right to elect, pursuant to such rules and subject to such conditions as the Administrator may establish, that the
Corporation reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent
manner at their fair market value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to
satisfy any applicable withholding obligation on exercise, vesting or payment.



 





	 	8.6	Effective Date, Termination and Suspension, Amendments.



 


8.6.1       
Effective Date. This Plan is effective as of August 31, 2020, the date of its approval by the Board (the
“Effective Date”). This Plan shall be submitted for and subject to stockholder approval no later than twelve months
after the Effective Date. Unless earlier terminated by the Board and subject to any extension that may be approved by stockholders, this
Plan shall terminate at the close of business on the day before the tenth anniversary of the Effective Date. After the termination of
this Plan either upon such stated termination date or its earlier termination by the Board, no additional awards may be granted under
this Plan, but previously granted awards (and the authority of the Administrator with respect thereto, including the authority to amend
such awards) shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of this Plan.


 


8.6.2       
Board Authorization. The Board may, at any time, terminate or, from time to time, amend, modify or suspend
this Plan, in whole or in part. No awards may be granted during any period that the Board suspends this Plan.


 


8.6.3       
Stockholder Approval. To the extent then required by applicable law or deemed necessary or advisable by
the Board, any amendment to this Plan shall be subject to stockholder approval.


 


8.6.4       
Amendments to Awards. Without limiting any other express authority of the Administrator under (but subject
to) the express limits of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on awards to
participants that the Administrator in the prior exercise of its discretion has imposed, without the consent of a participant, and (subject
to the requirements of Sections 3.2 and 8.6.5) may make other changes to the terms and conditions of awards. Any amendment or other action
that would constitute a repricing of an award is subject to the no-repricing provision of Section 3.3.


 


 


 






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8.6.5       
Limitations on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or
amendment of any outstanding award agreement shall, without written consent of the participant, affect in any manner materially adverse
to the participant any rights or benefits of the participant or obligations of the Corporation under any award granted under this Plan
prior to the effective date of such change. Changes, settlements and other actions contemplated by Section 7 shall not be deemed to constitute
changes or amendments for purposes of this Section 8.6.


 


		8.7	Privileges of Stock Ownership. Except as otherwise expressly authorized by the Administrator, a participant shall not
be entitled to any privilege of stock ownership as to any shares of Common Stock not actually delivered to and held of record by the participant.
Except as expressly required by Section 7.1 or otherwise expressly provided by the Administrator, no adjustment will be made for dividends
or other rights as a stockholder for which a record date is prior to such date of delivery.
	 	 	 
	 	8.8	Governing Law; Severability.



 


8.8.1       
Choice of Law. This Plan, the awards, all documents evidencing awards and all other related documents
shall be governed by, and construed in accordance with the laws of the State of Delaware, notwithstanding any Delaware or other conflict
of law provision to the contrary.


 


8.8.2       
Severability. If a court of competent jurisdiction holds any provision invalid and unenforceable, the
remaining provisions of this Plan shall continue in effect.


 


		8.9	Captions. Captions and headings are given to the sections and subsections of this Plan solely as a convenience to facilitate
reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any
provision thereof.



 


		8.10	Stock-Based Awards in Substitution for Stock Options or Awards Granted by Other Corporation.
Awards may be granted to Eligible Persons in substitution for or in connection with an assumption of employee stock options, SARs,
restricted stock or other stock-based awards granted by other entities to persons who are or who will become Eligible Persons in respect
of the Corporation or one of its Subsidiaries, in connection with a distribution, merger or other reorganization by or with the granting
entity or an affiliated entity, or the acquisition by the Corporation or one of its Subsidiaries, directly or indirectly, of all or a
substantial part of the stock or assets of the employing entity. The awards so granted need not comply with other specific terms of this
Plan, provided the awards reflect adjustments giving effect to the assumption or substitution consistent with any conversion applicable
to the common stock (or the securities otherwise subject to the award) in the transaction and any change in the issuer of the security.
Any shares that are delivered and any awards that are granted by, or become obligations of, the Corporation, as a result of the assumption
by the Corporation of, or in substitution for, outstanding awards previously granted or assumed by an acquired company (or previously
granted or assumed by a predecessor employer (or direct or indirect parent thereof) in the case of persons that become employed by the
Corporation or one of its Subsidiaries in connection with a business or asset acquisition or similar transaction) shall not be counted
against the Share Limit or other limits on the number of shares available for issuance under this Plan.



 


		8.11	Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to limit the authority of the Board or the Administrator
to grant awards or authorize any other compensation, with or without reference to the Common Stock, under any other plan or authority.



 


 


 






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		8.12	No Corporate Action Restriction. The existence of this Plan, the award agreements and the awards granted hereunder shall
not limit, affect, or restrict in any way the right or power of the Corporation or any Subsidiary (or any of their respective shareholders,
boards of directors or committees thereof (or any subcommittees), as the case may be) to make or authorize: (a) any adjustment, recapitalization,
reorganization or other change in the capital structure or business of the Corporation or any Subsidiary, (b) any merger, amalgamation,
consolidation or change in the ownership of the Corporation or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred
or prior preference stock ahead of or affecting the capital stock (or the rights thereof) of the Corporation or any Subsidiary, (d) any
dissolution or liquidation of the Corporation or any Subsidiary, (e) any sale or transfer of all or any part of the assets or business
of the Corporation or any Subsidiary, (f) any other award, grant, or payment of incentives or other compensation under any other plan
or authority (or any other action with respect to any benefit, incentive or compensation), or (g) any other corporate act or proceeding
by the Corporation or any Subsidiary. No participant, beneficiary or any other person shall have any claim under any award or award agreement
against any member of the Board or the Administrator, or the Corporation or any employees, officers or agents of the Corporation or any
Subsidiary, as a result of any such action. Awards need not be structured so as to be deductible for tax purposes.



 


		8.13	Other Company Benefit and Compensation Programs. Payments and other benefits received by a participant under an award
made pursuant to this Plan shall not be deemed a part of a participant’s compensation for purposes of the determination of benefits
under any other employee welfare or benefit plans or arrangements, if any, provided by the Corporation or any Subsidiary, except where
the Administrator expressly otherwise provides or authorizes in writing. Awards under this Plan may be made in addition to, in combination
with, as alternatives to or in payment of grants, awards or commitments under any other plans, arrangements or authority of the Corporation
or its Subsidiaries.



 


		8.14	Clawback Policy. The awards granted under this Plan are subject to the terms of the Corporation’s recoupment,
clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which
could in certain circumstances require repayment or forfeiture of awards or any shares of Common Stock or other cash or property received
with respect to the awards (including any value received from a disposition of the shares acquired upon payment of the awards).



 


 


 


 


 


 


 


 


 


 


 


 


 






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