Exhibit
10.2


 


Board
of Directors Adopted: January 14, 2022


Shareholder
Adopted January 14, 2022


 


MDB
CAPITAL HOLDINGS, LLC


2022
EQUITY INCENTIVE PLAN


 


1.
Purpose. The purpose of this MDB Capital Holdings, LLC 2022 Equity Incentive Plan (the “Plan”) is to assist
MDB Capital Holdings, LLC, a Delaware limited liability company (the “Company”), and its Related Entities (as hereinafter
defined) in attracting, motivating, retaining, and rewarding high-quality executives and other employees, officers, directors, consultants,
and other persons who provide services to the Company or its Related Entities by enabling such persons to acquire or increase a proprietary
interest in the Company in order to strengthen the mutuality of interests between such persons and the Company’s shareholders,
and providing such persons with performance incentives to expend their maximum efforts in the creation of shareholder value.


 


2.
Definitions. For purposes of the Plan, the following terms shall be defined as set forth below, in addition to such terms defined
in Section 1 hereof.


 


(a)
“Award” means any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Share granted
as a bonus or in lieu of another Award, Dividend Equivalent, Other Stock-Based Award, or Performance Award, together with any other right
or interest, granted to a Participant under the Plan.


 


(b)
“Award Agreement” means any written agreement, contract, or other instrument or document evidencing any Award granted
by the Committee hereunder.


 


(c)
“Beneficiary” means the person, persons, trust, or trusts that have been designated by a Participant in his or her
most recent written beneficiary designation filed with the Committee to receive the benefits specified under the Plan upon such Participant’s
death or to which Awards or other rights are transferred if and to the extent permitted under Section 10(b) hereof. If, upon a Participant’s
death, there is no designated Beneficiary or surviving designated Beneficiary, then the term Beneficiary means the person, persons, trust,
or trusts entitled by will or the laws of descent and distribution to receive such benefits.


 


(d)
“Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act and any successor
to such Rule.


 


(e)
“Board” means the Company’s Board of Directors.


 


(f)
“Cause” shall, with respect to any Participant, have the meaning specified in the Award Agreement. In the absence
of any definition in the Award Agreement, “Cause” shall have the equivalent meaning or the same meaning as “cause”
or “for cause” set forth in any employment, consulting, or other agreement for the performance of services between the Participant
and the Company or a Related Entity or, in the absence of any such agreement or any such definition in such agreement, such term shall
mean (i) an act or acts of personal dishonesty, fraud, or embezzlement by the Participant, (ii) violation by the Participant of the Participant’s
obligations under the Award Agreement, any proprietary rights and restrictive covenant agreement with the Company or a Related Entity,
or any employment, consulting, or other similar agreement with the Company or a Related Entity, if any, which are demonstrably willful
and deliberate on the Participant’s part and which are not remedied in a reasonable period of time after receipt of written notice
from the Company, (iii) any willful or deliberate refusal to follow the requests or instructions of the Company’s Chief Executive
Officer or of the Board, or (iv) the conviction of the Participant for any criminal act which is a felony or a crime involving moral
turpitude causing material harm to the standing and reputation of the Company. The good faith determination by the Committee of whether
the Participant’s Continuous Service was terminated by the Company for “Cause” shall be final and binding for all purposes
hereunder.


 




    	 



     


    

 


(g)
“Change in Control” means a Change in Control as defined in Section 9 hereof.


 


(h)
“Code” means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and
successor provisions and regulations thereto.


 


(i)
“Committee” means the Compensation Committee of the Board or such other committee as may be designated by the Board.
If the Board does not designate the Committee, references herein to the “Committee” shall refer to the Board.


 


(j)
“Consultant” means any person (other than an Employee or a Director, solely with respect to rendering services in
such person’s capacity as a director) who is engaged by the Company or any Related Entity to render consulting or advisory services
to the Company or such Related Entity.


 


(k)
“Continuous Service” means the uninterrupted provision of services to the Company or any Related Entity in any capacity
of Employee, Director, Consultant, or other service provider. Continuous Service shall not be considered to be interrupted in the case
of (i) any approved leave of absence, (ii) transfers among the Company, any Related Entities, or any successor entities, in any capacity
of Employee, Director, Consultant, or other service provider, or (iii) any change in status as long as the individual remains in the
service of the Company or a Related Entity in any capacity of Employee, Director, Consultant, or other service provider (except as otherwise
provided in the Award Agreement). An approved leave of absence shall include sick leave, military leave, or any other authorized personal
leave.


 


(l)
“Covered Employee” means the person who, as of the end of the taxable year, either is the principal executive officer
of the Company or is serving as the acting principal executive officer of the Company, and each other person whose compensation is required
to be disclosed in the Company’s filings with the Securities and Exchange Commission by reason of that person being among the four
highest compensated officers (other than the chief executive officer) of the Company as of the end of a taxable year, or such other person
as shall be considered a “covered employee” for purposes of Section 162(m) of the Code. No person shall be considered a Covered
Employee during the applicable reliance period under Treasury Regulation 1.162-27(f).


 


(m)
“Director” means a non-Employee member of the Board or the board of directors of any Related Entity.


 


(n)
“Disability” means a permanent and total disability (within the meaning of Section 22(e) of the Code), as determined
by a medical doctor satisfactory to the Committee.


 


(o)
“Dividend Equivalent” means a right, granted to a Participant under Section 6(g) hereof, to receive cash, Shares,
other Awards, or other property equal in value to dividends paid with respect to a specified number of Shares, or other periodic payments.


 


(p)
“Effective Date” means the date this Plan is first adopted by the Board.


 


(q)
“Eligible Person” means each officer, Director, Employee, Consultant, and other person who provides services to the
Company or any Related Entity. The foregoing notwithstanding, only employees of the Company, or any parent corporation or subsidiary
corporation of the Company (as those terms are defined in Sections 424(e) and (f) of the Code, respectively), shall be Eligible Persons
for purposes of receiving any Incentive Stock Options. An Employee on leave of absence may be considered as still in the employ of the
Company or a Related Entity for purposes of eligibility for participation in the Plan.


 




    	 



     


    

 


(r)
“Employee” means any person, including an officer or Director, who is an employee of the Company or any Related Entity.
The payment of a director’s fee by the Company or a Related Entity shall not be sufficient to constitute “employment”
by the Company.


 


(s)
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder
and successor provisions and rules thereto.


 


(t)
“Fair Market Value” means the fair market value of Shares, Awards, or other property as determined in good faith by
the Committee, or under procedures established by the Committee, and where applicable in accordance with the requirements of the Code,
provided that, if the Common Stock is traded publicly, the Fair Market Value of a share of Common Stock on any date shall be the last
reported sale price for Common Stock or, in case no such reported sale takes place on such date, the average of the closing bid and asked
prices for the Common Stock for such date, in either case on the principal securities exchange on which the Common Stock is listed or
admitted to trading, or if the Common Stock is not listed or admitted to trading on any securities exchange, but is traded in the over-the-counter
market, the closing sale price of the Common Stock or, if no sale is publicly reported, the arithmetic mean of the high and low prices,
as quoted on the over-the-counter market or any comparable system, for the date in question, or, if the Common Stock is listed on a national
stock exchange, the officially quoted closing price on such exchange on the date in question. If applicable, the Committee’s determination
of Fair Market Value shall be conclusive for purposes of this Plan.


 


(u)
“Incentive Stock Option” means any Option intended to be designated as an incentive stock option within the meaning
of Section 422 of the Code or any successor provision thereto.


 


(v)
“Independent” when referring to either the Board or members of the Committee, shall have the same meaning as used
in the rules of the Listing Market or any national securities exchange on which any securities of the Company are listed for trading,
and if not listed for trading or otherwise quoted on the over-the-counter market, by the rules of the NASDAQ Stock Market. Where there
are no Independent members of the Board or of a Committee, then the requirement of Independent person will be dispensed with only so
long as necessary.


 


(w)
“Listing Market” means the over-the-counter market or any other national securities exchange on which any securities
of the Company are listed for trading.


 


(x)
“Option” means a right granted to a Participant under Section 6(b) hereof, to purchase Shares or other Awards at a
specified price during specified time periods.


 


(y)
“Optionee” means a person to whom an Option is granted under this Plan or any person who succeeds to the rights of
such person under this Plan.


 


(z)
“Other Stock-Based Awards” means Awards granted to a Participant under Section 6(i) hereof.


 


(aa)
“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e)
of the Code.


 


(bb)
“Participant” means a person who has been granted an Award under the Plan which remains outstanding, including a person
who is no longer an Eligible Person.


 




    	 



     


    

 


(cc)
“Performance Award” means any Award of Performance Shares or Performance Units granted pursuant to Section 6(h).


 


(dd)
“Performance Period” means that period established by the Committee at the time any Performance Award is granted or
at any time thereafter during which any performance goals specified by the Committee with respect to such Award are to be measured.


 


(ee)
“Performance Share” means any grant pursuant to Section 6(h) of a unit valued by reference to a designated number
of Shares, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including cash,
Shares, other property, or any combination thereof, upon achievement of such performance goals during the Performance Period as the Committee
shall establish at the time of such grant or thereafter.


 


(ff)
“Performance Unit” means any grant pursuant to Section 6(h) of a unit valued by reference to a designated amount of
property (including cash) other than Shares, which value may be paid to the Participant by delivery of such property as the Committee
shall determine, including cash, Shares, other property, or any combination thereof, upon achievement of such performance goals during
the Performance Period as the Committee shall establish at the time of such grant or thereafter.


 


(gg)
“Related Entity” means any Parent or Subsidiary.


 


(hh)
“Restricted Stock” means any Share issued with such risks of forfeiture and other restrictions as the Committee, in
its sole discretion, may impose (including any restriction on the right to vote such Share and the right to receive any dividends), which
restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.


 


(ii)
“Restricted Stock Award” means an Award granted to a Participant under Section 6(d) hereof.


 


(jj)
“Restricted Stock Unit” means a right to receive Shares, including Restricted Stock, cash measured based upon the
value of Shares, or a combination thereof, at the end of a specified deferral period.


 


(kk)
“Restricted Stock Unit Award” means an Award of Restricted Stock Units granted to a Participant under Section 6(e)
hereof.


 


(ll)
“Restriction Period” shall have the meaning ascribed to such term in Section 6(d) hereof.


 


(mm)
“Rule 16b-3” means Rule 16b-3, as from time to time in effect and applicable to the Plan and Participants, promulgated
by the Securities and Exchange Commission under Section 16 of the Exchange Act.


 


(nn)
“Securities Act” means the Securities Act of 1933, as amended from time to time, including rules thereunder and successor
provisions and rules thereto.


 


(oo)
“Shares” means the shares of Class A Shares of the Company, as defined in the Operating Agreement of the Company,
and such other securities as may be substituted (or resubstituted) for Shares pursuant to Section 10(c) hereof.


 


(pp)
“Stock Appreciation Right” means a right granted to a Participant under Section 6(c) hereof.


 


(qq)
“Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section
424(f) of the Code.


 




    	 



     


    

 


(rr)
“Substitute Awards” means Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange
for, Awards previously granted, or the right or obligation to make future Awards, by a company acquired by the Company or any Related
Entity or with which the Company or any Related Entity combines.


 


3.
Administration.


 


(a)
Administration of the Plan. The Plan shall be administered by the Committee. Any action of the Committee shall be final, conclusive,
and binding on all persons, including the Company, its Related Entities, Participants, Beneficiaries, transferees under Section 10(b)
hereof or other persons claiming rights from or through a Participant, and shareholders. The Committee may issue rules and regulations
for administration of the Plan.


 


(b)
Composition of Committee. To the extent necessary or desirable to comply with applicable regulatory regimes, any action by the
Committee shall require the approval of Committee members who are (i) Independent; (ii) a non-employee director within the meaning of
Rule 16b-3 under the Exchange Act; and (iii) an outside director pursuant to Section 162(m) of the Code. The Board may designate one
or more directors as alternate members of the Committee who may replace any absent or disqualified member at any meeting of the Committee.
The Committee may delegate to officers or managers of the Company or any Related Entity, or committees thereof, the authority, subject
to such terms as the Committee shall determine, to perform such functions, including administrative functions, as the Committee may determine
to the extent that such delegation will not result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participants
subject to Section 16 of the Exchange Act in respect of the Company and will not cause Awards intended to qualify as “performance-based
compensation” under Code Section 162(m) to fail to so qualify. The Committee may appoint agents to assist it in administering the
Plan.


 


(c)
Authority of the Committee. Subject to the terms of the Plan and applicable law, the Committee (or its delegate) shall
have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards (including Substitute Awards)
to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments,
rights, or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award; (v) determine
whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other Awards, other property,
net settlement, or any combination thereof, or canceled, forfeited, or suspended, and the method or methods by which Awards may be settled,
exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other
Awards, other property, and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at
the election of the holder thereof or of the Committee; (vii) interpret and administer the Plan and any instrument or agreement relating
to, or Award made under, the Plan; (viii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it
shall deem appropriate for the proper administration of the Plan; and (ix) make any other determination and take any other action that
the Committee deems necessary or desirable for the administration of the Plan. In exercising any discretion granted to the Committee
under the Plan or pursuant to any Award, the Committee shall not be required to follow past practices, act in a manner consistent with
past practices, or treat any Eligible Person or Participant in a manner consistent with the treatment of other Eligible Persons or Participants.


 


(d)
Dodd-Frank Clawback. The Committee shall have full authority to implement any policies and procedures that it determines to be
necessary or appropriate to comply with Section 10D of the Exchange Act and any rules promulgated thereunder, including without limitation,
including in any Award Agreement, or amending any outstanding Award Agreement to include, language for the clawback (recapture) by the
Company of any benefits under the Award Agreement that the Committee deems necessary or appropriate to comply with that statutory provision
and those rules.


 




    	 



     


    

 


(e)
Limitation of Liability. The Committee and the Board, and each member thereof, shall be entitled to, in good faith, rely or act
upon any report or other information furnished to him or her by any officer or Employee, the Company’s independent auditors, Consultants,
or any other agents assisting in the administration of the Plan. Members of the Committee and the Board, and any officer or Employee
acting at the direction or on behalf of the Committee or the Board, shall not be personally liable for any action or determination taken
or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the
Company with respect to any such action or determination.


 


4.
Shares Subject to Plan.


 


(a)
Limitation on Overall Number of Shares Available for Delivery under Plan. Subject to adjustment as provided in Section
10(c) hereof, the total number of Shares reserved and available for delivery under the Plan shall be 6,000,000 Shares, plus 25% of the
issued and outstanding Shares (for clarity, not including the Class B Shares of the Company) at any one time after the adopting date
by the shareholders of this Plan. Any Shares delivered under the Plan may consist, in whole or in part, of authorized and unissued Shares
or treasury shares.


 


(b)
Application of Limitation to Grants of Awards. No Award may be granted if the number of Shares to be delivered in connection with
such an Award exceeds the number of Shares remaining available for delivery under the Plan, minus the number of Shares deliverable in
settlement of or relating to then outstanding Awards. The Committee may adopt reasonable counting procedures to ensure appropriate counting,
avoid double counting (as, for example, in the case of tandem or substitute awards), and make adjustments if the number of Shares actually
delivered differs from the number of Shares previously counted in connection with an Award.


 


(c)
Availability of Shares Not Delivered under Awards and Adjustments to Limits.


 


(i)
If any Shares subject to an Award are forfeited, expire, or otherwise terminate without issuance of such Shares, or any Award that could
have been settled with Shares is settled for cash or otherwise does not result in the issuance of all or a portion of the Shares subject
to such Award, the Shares shall, to the extent of such forfeiture, expiration, termination, cash settlement, or non-issuance, again be
available for Awards under the Plan.


 


(ii)
In the event that any Option or other Award granted hereunder is exercised through the tendering of Shares (either actually or by attestation)
or by the withholding of Shares by the Company, or withholding tax liabilities arising from such option or other award are satisfied
by the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, then only the number of
Shares issued net of the Shares tendered or withheld shall be counted for purposes of determining the maximum number of Shares available
for grant under the Plan.


 


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


 




    	 



     


    

 


(iv)
Notwithstanding anything in this Section 4(c) to the contrary but subject to adjustment as provided in Section 10(c) hereof, the maximum
aggregate number of Shares that may be issued under the Plan as a result of the exercise of the Incentive Stock Options shall be 100,000
shares. In no event shall any Incentive Stock Options be granted under the Plan after the tenth anniversary of the Effective Date.


 


5.
Eligibility; Per-Person Award Limitations. Awards may be granted under the Plan only to Eligible Persons. Subject to adjustment
as provided in Section 10(c), in any fiscal year of the Company during any part of which the Plan is in effect, no Participant may be
granted (a) Options or Stock Appreciation Rights with respect to more than such number of Shares as may be determined from time to time
by the Committee, or (b) Restricted Stock, Restricted Stock Units, Performance Shares, and/or Other Stock-Based Awards with respect to
more than such number of Shares as may be determined from time to time by the Committee.


 


6.
Specific Terms of Awards.


 


(a)
General. Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may
impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 10(e)), such additional terms and
conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including terms requiring forfeiture
of Awards in the event of termination of the Participant’s Continuous Service and terms permitting a Participant to make elections
relating to his or her Award. Except as otherwise expressly provided herein, the Committee shall retain full power and discretion to
accelerate, waive, or modify, at any time, any term or condition of an Award that is not mandatory under the Plan. Except in cases in
which the Committee is authorized to require other forms of consideration under the Plan, or to the extent other forms of consideration
must be paid to satisfy the requirements of Nevada law, no consideration other than services may be required for the grant (as opposed
to the exercise) of any Award.


 


(b)
Options. The Committee is authorized to grant Options to any Eligible Person on the following terms and conditions:


 


(i)
Exercise Price. Other than in connection with Substitute Awards, the exercise price per Share purchasable under an Option shall
be determined by the Committee; provided that such exercise price shall not be less than 100% of the Fair Market Value of a Share on
the date of grant of the Option and shall not, in any event, be less than the par value of a Share on the date of grant of the Option.
If an Employee owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) more than 10%
of the combined voting power of all classes of stock of the Company (or any parent corporation or subsidiary corporation of the Company,
as those terms are defined in Sections 424(e) and (f) of the Code, respectively) and an Incentive Stock Option is granted to such Employee,
the exercise price of such Incentive Stock Option (to the extent required by the Code at the time of grant) shall be no less than 110%
of the Fair Market Value a Share on the date such Incentive Stock Option is granted. Other than pursuant to Section 10(c)(i) and (ii),
the Committee shall not be permitted to (A) lower the exercise price per Share of an Option after it is granted, (B) cancel an Option
when the exercise price per Share exceeds the Fair Market Value of the underlying Shares in exchange for another Award (other than in
connection with Substitute Awards), or (C) take any other action with respect to an Option that may be treated as a repricing pursuant
to the applicable rules of the Listing Market, without approval of the Company’s shareholders.


 




    	 



     


    

 


(ii)
Time and Method of Exercise. The Committee shall determine the time or times at which or the circumstances under which an Option
may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the time
or times at which Options shall cease to be or become exercisable following termination of Continuous Service or upon other conditions,
the methods by which the exercise price may be paid or deemed to be paid (including, in the discretion of the Committee, a cashless exercise
procedure), the form of such payment, including, without limitation, cash, Shares (including, without limitation, the withholding of
Shares otherwise deliverable pursuant to the Award), other Awards, or awards granted under other plans of the Company or a Related Entity,
or other property (including notes or other contractual obligations of Participants to make payment on a deferred basis provided that
such deferred payments are not in violation of the Sarbanes-Oxley Act of 2002, as amended, or any rule or regulation adopted thereunder
or any other applicable law), and the methods by or forms in which Shares will be delivered or deemed to be delivered to Participants.


 


(iii)
Incentive Stock Options. The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the
provisions of Section 422 of the Code. Anything in the Plan to the contrary notwithstanding, no term of the Plan relating to Incentive
Stock Options (including any Stock Appreciation Right issued in tandem therewith) shall be interpreted, amended, or altered, nor shall
any discretion or authority granted under the Plan be exercised, so as to disqualify either the Plan or any Incentive Stock Option under
Section 422 of the Code, unless the Participant has first requested, or consents to, the change that will result in such disqualification.
Thus, if and to the extent required to comply with Section 422 of the Code, Options granted as Incentive Stock Options shall be subject
to the following special terms and conditions:


 


(A)
the Option shall not be exercisable more than ten years after the date such Incentive Stock Option is granted; provided, however, that
if a Participant owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10% of the combined
voting power of all classes of stock of the Company (or any parent corporation or subsidiary corporation of the Company, as those terms
are defined in Sections 424(e) and (f) of the Code, respectively) and the Incentive Stock Option is granted to such Participant, the
term of the Incentive Stock Option shall be (to the extent required by the Code at the time of the grant) for no more than five years
from the date of grant; and


 


(B)
the aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted) of the Shares with respect to which
Incentive Stock Options granted under the Plan and all other option plans of the Company (and any parent corporation or subsidiary corporation
of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) that become exercisable for the first
time by the Participant during any calendar year shall not (to the extent required by the Code at the time of the grant) exceed $100,000.


 


(c)
Stock Appreciation Rights. The Committee may grant Stock Appreciation Rights to any Eligible Person in conjunction with
all or part of any Option granted under the Plan or at any subsequent time during the term of such Option (a “Tandem Stock Appreciation
Right”), or without regard to any Option (a “Freestanding Stock Appreciation Right”), in each case upon
such terms and conditions as the Committee may establish in its sole discretion, not inconsistent with the provisions of the Plan, including
the following:


 


(i)
Right to Payment. A Stock Appreciation Right shall confer on the Participant to whom it is granted a right to receive, upon exercise
thereof, the excess of (A) the Fair Market Value of one Share on the date of exercise over (B) the grant price of the Stock Appreciation
Right as determined by the Committee. The grant price of a Stock Appreciation Right shall not be less than the Fair Market Value of a
Share on the date of grant, in the case of a Freestanding Stock Appreciation Right, or less than the associated Option exercise price,
in the case of a Tandem Stock Appreciation Right.


 




    	 



     


    

 


(ii)
Other Terms. The Committee shall determine at the date of grant or thereafter, the time or times at which and the circumstances
under which a Stock Appreciation Right may be exercised in whole or in part (including based on achievement of performance goals and/or
future service requirements), the time or times at which Stock Appreciation Rights shall cease to be or become exercisable following
termination of Continuous Service or upon other conditions, the method of exercise, method of settlement, form of consideration payable
in settlement, method by or forms in which Shares will be delivered or deemed to be delivered to Participants, whether or not a Stock
Appreciation Right shall be in tandem or in combination with any other Award, and any other terms and conditions of any Stock Appreciation
Right.


 


(iii)
Tandem Stock Appreciation Rights. Any Tandem Stock Appreciation Right may be granted at the same time as the related Option is
granted or, for Options that are not Incentive Stock Options, at any time thereafter before exercise or expiration of such Option. Any
Tandem Stock Appreciation Right related to an Option may be exercised only when the related Option would be exercisable and the Fair
Market Value of the Shares subject to the related Option exceeds the exercise price at which Shares can be acquired pursuant to the Option.
In addition, if a Tandem Stock Appreciation Right exists with respect to less than the full number of Shares covered by a related Option,
then an exercise or termination of such Option shall not reduce the number of Shares to which the Tandem Stock Appreciation Right applies
until the number of Shares then exercisable under such Option equals the number of Shares to which the Tandem Stock Appreciation Right
applies. Any Option related to a Tandem Stock Appreciation Right shall no longer be exercisable to the extent the Tandem Stock Appreciation
Right has been exercised, and any Tandem Stock Appreciation Right shall no longer be exercisable to the extent the related Option has
been exercised.


 


(d)
Restricted Stock Awards. The Committee is authorized to grant Restricted Stock Awards to any Eligible Person on the following
terms and conditions:


 


(i)
Grant and Restrictions. Restricted Stock Awards shall be subject to such restrictions on transferability, risk of forfeiture,
and other restrictions, if any, as the Committee may impose, or as otherwise provided in this Plan, covering a period of time specified
by the Committee (the “Restriction Period”). The terms of any Restricted Stock Award granted under the Plan shall
be set forth in a written Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan.
The restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance
goals and/or future service requirements), in such installments or otherwise, as the Committee may determine at the date of grant or
thereafter. Except to the extent restricted under the terms of the Plan and any Award Agreement relating to a Restricted Stock Award,
a Participant granted Restricted Stock shall have all of the rights of a shareholder, including the right to vote the Restricted Stock
and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Committee). During
the Restriction Period, subject to Section 10(b) below, the Restricted Stock may not be sold, transferred, pledged, hypothecated, margined,
or otherwise encumbered by the Participant.


 


(ii)
Forfeiture. Except as otherwise determined by the Committee, upon termination of a Participant’s Continuous Service during
the applicable Restriction Period, the Participant’s Restricted Stock that is at that time subject to a risk of forfeiture that
has not lapsed or otherwise been satisfied shall be forfeited and reacquired by the Company; provided that the Committee may provide,
by rule or regulation or in any Award Agreement, or may determine in any individual case, that forfeiture conditions relating to Restricted
Stock Awards shall be waived in whole or in part in the event of terminations resulting from specified causes and the Committee may in
other cases waive in whole or in part the forfeiture of Restricted Stock.


 




    	 



     


    

 


(iii)
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 Participant, the Committee may require that such certificates
bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, that the Company
retain physical possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank, relating
to the Restricted Stock.


 


(iv)
Dividends and Splits. As a condition to the grant of a Restricted Stock Award, the Committee may require or permit a Participant
to elect that any cash dividends paid on a Share of Restricted Stock be automatically reinvested in additional Shares of Restricted Stock
or applied to the purchase of additional Awards under the Plan. Unless otherwise determined by the Committee, Shares distributed in connection
with a stock split or stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture
to the same extent as the Restricted Stock with respect to which such Shares or other property have been distributed.


 


(e)
Restricted Stock Unit Award. The Committee is authorized to grant Restricted Stock Unit Awards to any Eligible Person on
the following terms and conditions:


 


(i)
Award and Restrictions. Satisfaction of a Restricted Stock Unit Award shall occur upon expiration of the deferral period specified
for such Restricted Stock Unit Award by the Committee (or, if permitted by the Committee, as elected by the Participant). In addition,
a Restricted Stock Unit Award shall be subject to such restrictions (which may include a risk of forfeiture) as the Committee may impose,
if any, which restrictions may lapse at the expiration of the deferral period or at earlier specified times (including based on achievement
of performance goals and/or future service requirements), separately or in combination, in installments or otherwise, as the Committee
may determine. A Restricted Stock Unit Award may be satisfied by delivery of Shares, cash equal to the Fair Market Value of the specified
number of Shares covered by the Restricted Stock Units, or a combination thereof, as determined by the Committee at the date of grant
or thereafter. Prior to satisfaction of a Restricted Stock Unit Award, a Restricted Stock Unit Award carries no voting or dividend or
other rights associated with Share ownership.


 


(ii)
Forfeiture. Except as otherwise determined by the Committee, upon termination of a Participant’s Continuous Service during
the applicable deferral period or portion thereof to which forfeiture conditions apply (as provided in the Award Agreement evidencing
the Restricted Stock Unit Award), the Participant’s Restricted Stock Unit Award that is at that time subject to a risk of forfeiture
that has not lapsed or otherwise been satisfied shall be forfeited; provided that the Committee may provide, by rule or regulation or
in any Award Agreement, or may determine in any individual case, that forfeiture conditions relating to a Restricted Stock Unit Award
shall be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases
waive in whole or in part the forfeiture of any Restricted Stock Unit Award.


 


(iii)
Dividend Equivalents. Unless otherwise determined by the Committee at the date of grant, any Dividend Equivalents that are granted
with respect to any Restricted Stock Unit Award shall be either (A) paid with respect to such Restricted Stock Unit Award at the dividend
payment date in cash or in Shares of unrestricted stock having a Fair Market Value equal to the amount of such dividends, or (B) deferred
with respect to such Restricted Stock Unit Award and the amount or value thereof automatically deemed reinvested in additional Restricted
Stock Units, other Awards, or other investment vehicles, as the Committee shall determine or permit the Participant to elect. The applicable
Award Agreement shall specify whether any Dividend Equivalents shall be paid at the dividend payment date, deferred, or deferred at the
election of the Participant. If the Participant may elect to defer the Dividend Equivalents, such election shall be made within 30 days
after the grant date of the Restricted Stock Unit Award, but in no event later than 12 months before the first date on which any portion
of such Restricted Stock Unit Award vests (or at such other times prescribed by the Committee as shall not result in a violation of Section
409A of the Code).


 




    	 



     


    

 


(f)
Bonus Stock and Awards in Lieu of Obligations. The Committee is authorized to grant Shares to any Eligible Persons as a
bonus, or to grant Shares or other Awards in lieu of obligations to pay cash or deliver other property under the Plan or under other
plans or compensatory arrangements; provided that, in the case of Eligible Persons subject to Section 16 of the Exchange Act, the amount
of such grants remains within the discretion of the Committee to the extent necessary to ensure that acquisitions of Shares or other
Awards are exempt from liability under Section 16(b) of the Exchange Act. Shares or Awards granted hereunder shall be subject to such
other terms as shall be determined by the Committee.


 


(g)
Dividend Equivalents. The Committee is authorized to grant Dividend Equivalents to any Eligible Person entitling the Eligible
Person to receive cash, Shares, other Awards, or other property equal in value to the dividends paid with respect to a specified number
of Shares, or other periodic payments. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award.
The Committee may provide that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested
in additional Shares, Awards, or other investment vehicles, and subject to such restrictions on transferability and risks of forfeiture,
as the Committee may specify.


 


(h)
Performance Awards. The Committee is authorized to grant Performance Awards to any Eligible Person payable in cash, Shares,
or other Awards, on terms and conditions established by the Committee, subject to the provisions of Section 8 if and to the extent that
the Committee shall, in its sole discretion, determine that an Award shall be subject to those provisions. The performance criteria to
be achieved during any Performance Period and the length of the Performance Period shall be determined by the Committee upon the grant
of each Performance Award; provided, however, that a Performance Period shall not be longer than 5 years. Except as provided in Section
9 or as may be provided in an Award Agreement, Performance Awards will be distributed only after the end of the relevant Performance
Period. The performance goals to be achieved for each Performance Period shall be conclusively determined by the Committee and may be
based upon the criteria set forth in Section 8(b), or in the case of an Award that the Committee determines shall not be subject to Section
8 hereof, any other criteria that the Committee, in its sole discretion, shall determine should be used for that purpose. The amount
of the Award to be distributed shall be conclusively determined by the Committee. Performance Awards may be paid in a lump sum or in
installments following the close of the Performance Period or, in accordance with procedures established by the Committee, on a deferred
basis, in each case in a manner that does not violate the requirements of Section 409A of the Code.


 


(i)
Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to any Eligible
Person such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or
related to, Shares, as deemed by the Committee to be consistent with the purposes of the Plan. Other Stock-Based Awards may be granted
to Participants either alone or in addition to other Awards granted under the Plan, and such Other Stock-Based Awards shall also be available
as a form of payment in the settlement of other Awards granted under the Plan. The Committee shall determine the terms and conditions
of such Awards. Shares delivered pursuant to an Award in the nature of a purchase right granted under this Section 6(i) shall be purchased
for such consideration (including, without limitation, loans from the Company or a Related Entity provided that such loans are not in
violation of the Sarbanes Oxley Act of 2002, as amended, or any rule or regulation adopted thereunder or any other applicable law) paid
for at such times, by such methods, and in such forms, including, without limitation, cash, Shares, other Awards, or other property,
as the Committee shall determine.


 




    	 



     


    

 


7.
Certain Provisions Applicable to Awards.


 


(a)
Stand-Alone, Additional, Tandem, and Substitute Awards. Awards granted under the Plan may, in the discretion of the Committee,
be granted either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or any award granted under
another plan of the Company, any Related Entity, or any business entity to be acquired by the Company or a Related Entity, or any other
right of a Participant to receive payment from the Company or any Related Entity. Such additional, tandem, and substitute or exchange
Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award or award, the Committee shall
require the surrender of such other Award or award in consideration for the grant of the new Award. In addition, Awards may be granted
in lieu of cash compensation, including in lieu of cash amounts payable under other plans of the Company or any Related Entity, in which
the value of Shares subject to the Award is equivalent in value to the cash compensation (for example, Restricted Stock or Restricted
Stock Units), or in which the exercise price, grant price, or purchase price of the Award in the nature of a right that may be exercised
is equal to the Fair Market Value of the underlying Stock minus the value of the cash compensation surrendered (for example, Options
or Stock Appreciation Right granted with an exercise price or grant price “discounted” by the amount of the cash compensation
surrendered), provided that any such determination to grant an Award in lieu of cash compensation must be made in a manner intended to
comply with Section 409A of the Code.


 


(b)
Term of Awards. The term of each Award shall be for such period as may be determined by the Committee; provided, that in
no event shall the term of any Option or Stock Appreciation Right exceed a period of ten years (or, in the case of an Incentive Stock
Option, such shorter term as may be required under Section 422 of the Code).


 


(c)
Form and Timing of Payment under Awards; Deferrals. Subject to the terms of the Plan and any applicable Award Agreement,
payments to be made by the Company or a Related Entity upon the exercise of an Option or other Award or settlement of an Award may be
made in such forms as the Committee shall determine, including, without limitation, cash, Shares, other Awards, or other property, and
may be made in a single payment or transfer, in installments, or on a deferred basis. Any installment or deferral provided for in the
preceding sentence shall, however, be subject to the Company’s compliance with the provisions of the Sarbanes-Oxley Act of 2002,
as amended, the rules and regulations adopted by the Securities and Exchange Commission thereunder, and all applicable rules of the Listing
Market. Subject to Section 7(e) hereof, the settlement of any Award may be accelerated, and cash paid in lieu of Shares in connection
with such settlement, in the discretion of the Committee or upon occurrence of one or more specified events (in addition to a Change
in Control). Any such settlement shall be at a value determined by the Committee in its sole discretion, which, without limitation, may
in the case of an Option or Stock Appreciation Right be limited to the amount if any by which the Fair Market Value of a Share on the
settlement date exceeds the exercise or grant price. Installment or deferred payments may be required by the Committee (subject to Section
10(e) of the Plan, including the consent provisions thereof in the case of any deferral of an outstanding Award not provided for in the
original Award Agreement) or permitted at the election of the Participant on terms and conditions established by the Committee. The acceleration
of the settlement of any Award, and the payment of any Award in installments or on an deferred basis, all shall be done in a manner that
is intended to be exempt from or otherwise satisfy the requirements of Section 409A of the Code. Payments may include, without limitation,
provisions for the payment or crediting of a reasonable interest rate on installment or deferred payments or the grant or crediting of
Dividend Equivalents or other amounts in respect of installment or deferred payments denominated in Shares.


 




    	 



     


    

 


(d)
Exemptions from Section 16(b) Liability. It is the intent of the Company that the grant of any Awards to or other transaction
by a Participant and settlement of any Award, whether or not such Participant is subject to Section 16 of the Exchange Act, shall be
exempt from Section 16 pursuant to an applicable exemption (except for transactions acknowledged in writing to be non-exempt by such
Participant). Accordingly, if any provision of this Plan or any Award Agreement or settlement of an Award does not comply with the requirements
of Rule 16b-3 then applicable to any such transaction, such provision shall be construed or deemed amended to the extent necessary to
conform to the applicable requirements of Rule 16b-3 so that such Participant shall avoid liability under Section 16(b).


 


(e)
Code Section 409A.


 


(i)
The Award Agreement for any Award that the Committee reasonably determines to constitute a “nonqualified deferred compensation
plan” under Section 409A of the Code (a “Section 409A Plan”), and the provisions of the Section 409A Plan applicable
to that Award, shall be construed in a manner consistent with the applicable requirements of Section 409A of the Code, and the Committee,
in its sole discretion and without the consent of any Participant, may amend any Award Agreement (and the provisions of the Plan applicable
thereto) if and to the extent that the Committee determines that such amendment is necessary or appropriate to comply with the requirements
of Section 409A of the Code.


 


(ii)
If any Award constitutes a Section 409A Plan, then the Award shall be subject to the following additional requirements, if and to the
extent required to comply with Section 409A of the Code:


 


(A)
Payments under the Section 409A Plan may be made only upon (1) the Participant’s “separation from service”, (2) the
date the Participant becomes “disabled”, (3) the Participant’s death, (4) a “specified time (or pursuant to a
fixed schedule)” specified in the Award Agreement at the date of the deferral of such compensation, (5) a “change in the
ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets” of the Company,
or (6) the occurrence of an “unforeseeable emergency”;


 


(B)
The time or schedule for any payment of the deferred compensation may not be accelerated, except to the extent provided in applicable
Treasury Regulations or other applicable guidance issued by the Internal Revenue Service;


 


(C)
Any elections with respect to the deferral of such compensation or the time and form of distribution of such deferred compensation shall
comply with the requirements of Section 409A(a)(4) of the Code; and


 


(D)
In the case of any Participant who is a “specified employee”, a distribution on account of a “separation from service”
may not be made before the date which is six months after the date of the Participant’s “separation from service” (or,
if earlier, the date of the Participant’s death).


For
purposes of the foregoing, the terms in quotations shall have the same meanings as those terms have for purposes of Section 409A of the
Code, and the limitations set forth herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with
any requirements of Section 409A of the Code that are applicable to the Award.


 


(iii)
Notwithstanding the foregoing, or any provision of this Plan or any Award Agreement, the Company does not make any representation to
any Participant or Beneficiary that any Awards made pursuant to this Plan are exempt from, or satisfy, the requirements of, Section 409A
of the Code, and the Company shall have no liability or other obligation to indemnify or hold harmless the Participant or any Beneficiary
for any tax, additional tax, interest, or penalties that the Participant or any Beneficiary may incur in the event that any provision
of this Plan, or any Award Agreement, or any amendment or modification thereof, or any other action taken with respect thereto, is deemed
to violate any of the requirements of Section 409A of the Code.


 




    	 



     


    

 


8.
Code Section 162(m) Provisions.


 


(a)
Covered Employees. Unless otherwise determined by the Committee, the provisions of this Section 8 shall be applicable to any Award
granted to an Eligible Person who is, or is likely to be, as of the end of the tax year in which the Company would claim a tax deduction
in connection with such Award, a Covered Employee.


 


(b)
Performance Criteria. If an Award is subject to this Section 8, then the lapsing of restrictions thereon and the distribution
of cash, Shares, or other property pursuant thereto, as applicable, shall be contingent upon achievement of one or more objective performance
goals. Performance goals shall be objective and shall otherwise meet the requirements of Section 162(m) of the Code and regulations thereunder
including the requirement that the level or levels of performance targeted by the Committee result in the achievement of performance
goals being “substantially uncertain.” One or more of the following business criteria for the Company, on a consolidated
basis, and/or for Related Entities, or for business or geographical units of the Company and/or a Related Entity (except with respect
to the total shareholder return and earnings per share criteria), shall be used by the Committee in establishing performance goals for
such Awards: (1) earnings per share; (2) revenues or margins; (3) cash flow; (4) operating margin; (5) return on net assets, investment,
capital, or equity; (6) economic value added; (7) direct contribution; (8) net income; pretax earnings; earnings before interest and
taxes; earnings before interest, taxes, depreciation and amortization; earnings after interest expense and before extraordinary or special
items; operating income; income before interest income or expense, unusual items and income taxes, local, state or federal and excluding
budgeted and actual bonuses which might be paid under any ongoing bonus plans of the Company; (9) working capital; (10) management of
fixed costs or variable costs; (11) identification or consummation of investment opportunities or completion of specified projects in
accordance with corporate business plans, including strategic mergers, acquisitions or divestitures; (12) total shareholder return; (13)
debt reduction; (14) market share; (15) entry into new markets, either geographically or by business unit; (16) net new members of the
Company; (17) member retention and satisfaction; (18) strategic plan development and implementation, including turnaround plans; and/or
(19) and/or the Fair Market Value of a Share. Any of the above goals may be determined on an absolute or relative basis or as compared
to the performance of a published or special index deemed applicable by the Committee including, but not limited to, the Standard &
Poor’s 500 Stock Index or a group of companies that are comparable to the Company. In determining the achievement of the performance
goals, unless otherwise specified by the Committee at the time the performance goals are set, the Committee shall exclude the impact
of an event or occurrence which the Committee determines should appropriately be excluded, on account of (i) restructurings, discontinued
operations, extraordinary items, (as defined pursuant to generally accepted accounting principles), and other unusual or non-recurring
charges, or (ii) a change in accounting standards required by generally accepted accounting principles.


 


(c)
Performance Period; Timing for Establishing Performance Goals. Achievement of performance goals in respect of Performance
Awards shall be measured over a Performance Period no longer than 5 years, as specified by the Committee. Performance goals shall be
established not later than 90 days after the beginning of any Performance Period applicable to such Performance Awards, or at such other
date as may be required or permitted for “performance-based compensation” under Section 162(m) of the Code.


 


(d)
Adjustments. The Committee may, in its discretion, reduce the amount of a settlement otherwise to be made in connection
with Awards subject to this Section 8, but may not exercise discretion to increase any such amount payable to a Covered Employee in respect
of an Award subject to this Section 8. The Committee shall specify the circumstances in which such Awards shall be paid or forfeited
in the event of termination of Continuous Service by the Participant prior to the end of a Performance Period or settlement of Awards.


 




    	 



     


    

 


(e)
Committee Certification. No Participant shall receive any payment under the Plan that is subject to this Section 8 unless
the Committee has certified, by resolution or other appropriate action in writing, that the performance criteria and any other material
terms previously established by the Committee or set forth in the Plan, have been satisfied to the extent necessary to qualify as “performance
based compensation” under Section 162(m) of the Code.


 


9.
Change in Control. The Committee may, in its discretion, provide for vesting acceleration in connection with a Change in Control
in any individual Award Agreement. Unless otherwise specified in an Award Agreement, a “Change in Control” shall mean:


 


(a)
The acquisition by any Person (within the meaning of Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
and including a “group” as defined in Section 13(d) thereof) of Beneficial Ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of more than fifty percent (50%) of either (i) the value of the then outstanding equity securities of the Company
(the “Outstanding Company Stock”) or (ii) the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”) (the
foregoing Beneficial Ownership hereinafter being referred to as a “Controlling Interest”); provided, however, that
for purposes of this Section 9, the following acquisitions shall not constitute or result in a Change in Control: (A) any acquisition
directly from the Company; (B) any acquisition by the Company; (C) any acquisition by any Person that as of the Effective Date owns Beneficial
Ownership of a Controlling Interest; (D) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the
Company or any Related Entity; or (E) any acquisition by any entity pursuant to a transaction which complies with clauses (1), (2) and
(3) of subsection (c) below; or


 


(b)
During any period of two (2) consecutive years (not including any period prior to the Effective Date) individuals who constitute the
Board on the Effective Date (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 shareholders, 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 an actual or threatened election contest with respect to the election or removal
of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or


 




    	 



     


    

 


(c)
Consummation of (i) a reorganization, merger, statutory share exchange, or consolidation or similar transaction involving (A) the Company
or (B) any of its Subsidiaries, but in the case of this clause (B) only if equity securities of the Company are issued or issuable in
connection with the transaction (each of the events referred to in this clause (i) being hereinafter referred to as a “Business
Reorganization”), or (ii) a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition
of assets or equity of another entity by the Company or any of its Subsidiaries (each an “Asset Sale”), in each case,
unless, following such Business Reorganization or Asset Sale, (1) all or substantially all of the individuals and entities who were the
Beneficial Owners, respectively, of the Outstanding Company Stock and Outstanding Company Voting Securities immediately prior to such
Business Reorganization or Asset Sale beneficially own, directly or indirectly, more than fifty percent (50%) of the value of the then
outstanding equity securities and the combined voting power of the then outstanding voting securities entitled to vote generally in the
election of members of the board of directors (or comparable governing body of an entity that does not have such a board), as the case
may be, of the entity resulting from such Business Reorganization or Asset Sale (including, without limitation, an entity which as a
result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one
or more subsidiaries) (the “Continuing Entity”) in substantially the same proportions as their ownership, immediately
prior to such Business Reorganization or Asset Sale, of the Outstanding Company Stock and Outstanding Company Voting Securities, as the
case may be (excluding any outstanding equity or voting securities of the Continuing Entity that such Beneficial Owners hold immediately
following the consummation of the Business Reorganization or Asset Sale as a result of their ownership, prior to such consummation, of
equity or voting securities of any company or other entity involved in or forming part of such Business Reorganization or Asset Sale
other than the Company), (2) no Person (excluding any employee benefit plan (or related trust) of the Company or any Continuing Entity
or any entity controlled by the Continuing Corporation or any Person that as of the Effective Date owns Beneficial Ownership of a Controlling
Interest) beneficially owns, directly or indirectly, fifty percent (50%) or more of the value of the then outstanding equity securities
of the Continuing Entity or the combined voting power of the then outstanding voting securities of the Continuing Entity except to the
extent that such ownership existed prior to the Business Reorganization or Asset Sale, and (3) at least a majority of the members of
the Board of Directors or other governing body of the Continuing Entity were members of the Incumbent Board at the time of the execution
of the initial agreement, or of the action of the Board, providing for such Business Reorganization or Asset Sale; or


 


(d)
Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.


 


10.
General Provisions.


 


(a)
Compliance with Legal and Other Requirements. The Company may, to the extent deemed necessary or advisable by the Committee,
postpone the issuance or delivery of Shares or payment of other benefits under any Award until completion of such registration or qualification
of such Shares or other required action under any federal or state law, rule or regulation, listing or other required action with respect
to any stock exchange or automated quotation system upon which the Shares or other Company securities are listed or quoted, or compliance
with any other obligation of the Company, as the Committee may consider appropriate, and may require any Participant to make such representations,
furnish such information, and comply with or be subject to such other conditions as it may consider appropriate in connection with the
issuance or delivery of Shares or payment of other benefits in compliance with applicable laws, rules, and regulations, listing requirements,
or other obligations. Each Participant who receives an Award shall comply with any insider trading policy adopted by the Company from
time to time covering transactions in the Company’s securities by Employees, officers and/or Directors of the Company.


 


(b)
Limits on Transferability; Beneficiaries. No Award or other right or interest granted under the Plan shall be pledged,
hypothecated, or otherwise encumbered or subject to any lien, obligation, or liability of such Participant to any party, or assigned
or transferred by such Participant otherwise than (i) by will or the laws of descent and distribution or to a Beneficiary upon the death
of a Participant, or (ii) to a “family member” (as defined in Rule 701(c)(3) under the Securities Act) through gifts or domestic
relations orders if permitted by the Committee. Awards or rights that may be exercisable shall be exercised during the lifetime of the
Participant only by the Participant or his or her guardian or legal representative, or if such Award or right is transferred in accordance
with this Section 10(b), by the transferee of such Award or right in accordance with the terms of such Award. A Beneficiary, transferee,
or other person claiming any rights under the Plan from or through any Participant shall be subject to all terms and conditions of the
Plan and any Award Agreement applicable to such Participant, except as otherwise determined by the Committee, and to any additional terms
and conditions deemed necessary or appropriate by the Committee. Incentive Stock Options (and Stock Appreciation Rights in tandem therewith)
shall be transferable only to the extent provided in Section 10(b)(i).


 




    	 



     


    

 


(c)
Adjustments.


 


(i)
Adjustments to Awards. Other than as provided in subsection (ii) below, in the event that any extraordinary dividend or other
distribution (whether in the form of cash, Shares, or other property), recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution, or other similar corporate transaction or
event affects the Shares and/or such other securities of the Company or any other issuer such that a substitution, exchange, or adjustment
is determined by the Committee to be appropriate, then the Committee may, in such manner as it may deem equitable, substitute, exchange,
or adjust any or all of (A) the number and kind of Shares which may be delivered in connection with Awards granted thereafter, (B) the
number and kind of Shares by which annual per-person Award limitations are measured under Section 5 hereof, (C) the number and kind of
Shares subject to or deliverable in respect of outstanding Awards, (D) the exercise price, grant price, or purchase price relating to
any Award and/or make provision for payment of cash or other property in respect of any outstanding Award, and (E) any other aspect of
any Award that the Committee determines to be appropriate.


 


(ii)
Adjustments in Case of Certain Corporate Transactions. In the event of any merger, consolidation, or other reorganization in which
the Company does not survive, or in the event of any Change in Control, any outstanding Awards may be dealt with in accordance with any
of the following approaches, without the requirement of obtaining any consent or agreement of a Participant as such, as determined by
the agreement effectuating the transaction or, if and to the extent not so determined, as determined by the Committee: (A) the continuation
of the outstanding Awards by the Company, if the Company is a surviving entity, (B) the assumption or substitution for, as those terms
are defined below, the outstanding Awards by the surviving entity or its parent or subsidiary, (C) full exercisability or vesting and
accelerated expiration of the outstanding Awards, or (D) settlement of the value of the outstanding Awards in cash or cash equivalents
or other property followed by cancellation of such Awards (which value, in the case of Options or Stock Appreciation Rights, shall be
measured by the amount, if any, by which the Fair Market Value of a Share exceeds the exercise or grant price of the Option or Stock
Appreciation Right as of the effective date of the transaction). For the purposes of this Plan, an Option, Stock Appreciation Right,
Restricted Stock Award, Restricted Stock Unit Award, or Other Stock-Based Award shall be considered assumed or substituted for if following
the applicable transaction the Award confers the right to purchase or receive, for each Share subject to the Option, Stock Appreciation
Right, Restricted Stock Award, Restricted Stock Unit Award, or Other Stock-Based Award immediately prior to applicable transaction, on
substantially the same vesting and other terms and conditions as were applicable to the Award immediately prior to the applicable transaction,
the consideration (whether stock, cash, or other securities or property) received in the applicable transaction by holders of Shares
for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the applicable
transaction is not solely common stock of the successor company or its parent or subsidiary, the Committee may, with the consent of the
successor company or its parent or subsidiary, provide that the consideration to be received upon the exercise or vesting of an Option,
Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, or Other Stock-Based Award, for each Share subject thereto,
will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per
share consideration received by holders of Shares in the applicable transaction. The determination of such substantial equality of value
of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding. The Committee
shall give written notice of any proposed transaction referred to in this Section 10(c)(ii) a reasonable period of time prior to the
closing date for such transaction (which notice may be given either before or after the approval of such transaction), in order that
Participants may have a reasonable period of time prior to the closing date of such transaction within which to exercise any Awards that
are then exercisable (including any Awards that may become exercisable upon the closing date of such transaction). A Participant may
condition his or her exercise of any Awards upon the consummation of the transaction.


 




    	 



     


    

 


(iii)
Other Adjustments. The Committee (and the Board if and only to the extent such authority is not required to be exercised by the
Committee to comply with Section 162(m) of the Code) is authorized to make adjustments in the terms and conditions of, and the criteria
included in, Awards (including Performance Awards, or performance goals relating thereto) in recognition of unusual or nonrecurring events
(including, without limitation, acquisitions and dispositions of businesses and assets) affecting the Company, any Related Entity, or
any business unit, or the financial statements of the Company or any Related Entity, or in response to changes in applicable laws, regulations,
accounting principles, tax rates and regulations, or business conditions or in view of the Committee’s assessment of the business
strategy of the Company, any Related Entity, or business unit thereof, performance of comparable organizations, economic and business
conditions, personal performance of a Participant, and any other circumstances deemed relevant; provided that no such adjustment shall
be authorized or made if and to the extent that such authority or the making of such adjustment would cause Performance Awards granted
pursuant to Section 8(b) hereof to Participants designated by the Committee as Covered Employees and intended to qualify as “performance-based
compensation” under Code Section 162(m) and the regulations thereunder to otherwise fail to qualify as “performance-based
compensation” under Code Section 162(m) and regulations thereunder.


 


(d)
Taxes. The Company and any Related Entity are authorized to withhold from any Award granted, any payment relating to an
Award under the Plan, including from a distribution of Shares, or any payroll or other payment to a Participant, amounts of withholding
and other taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the
Committee may deem advisable to enable the Company or any Related Entity and Participants to satisfy obligations for the payment of withholding
taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Shares or other
property and to require the Participant to make cash payments to the Company in satisfaction of a Participant’s tax obligations,
either on a mandatory or elective basis in the discretion of the Committee. Each Participant shall be solely responsible for all of the
tax consequences to the Participant of any Award issued under the Plan, including any consequences arising under Section 409A of the
Code. The Company provides no guaranty or assurance concerning the tax consequences to the Participants of any Award issued under the
Plan.


 


(e)
Changes to the Plan and Awards. The Board may amend, alter, suspend, discontinue, or terminate the Plan, or the Committee’s
authority to grant Awards under the Plan, without the consent of shareholders or Participants, except that any amendment or alteration
to the Plan shall be subject to the approval of the Company’s shareholders not later than the annual meeting next following such
Board action if such shareholder approval is required by any federal or state law or regulation (including, without limitation, Rule
16b-3 or Code Section 162(m)) or the rules of any stock exchange or automated quotation system on which the Shares may then be listed
or quoted, and the Board may otherwise, in its discretion, determine to submit other such changes to the Plan to shareholders for approval;
provided that, without the consent of an affected Participant, no such Board action may materially and adversely affect the rights of
such Participant under any previously granted and outstanding Award. The Committee may waive any conditions or rights under, or amend,
alter, suspend, discontinue, or terminate any Award theretofore granted and any Award Agreement relating thereto, except as otherwise
provided in the Plan; provided that, except as otherwise provided in this Plan or in any Award Agreement, without the consent of an affected
Participant, no such Committee or the Board action may materially and adversely affect the rights of such Participant under such Award.


 




    	 



     


    

 


(f)
Limitation on Rights Conferred Under Plan. Neither the Plan nor any action taken hereunder or under any Award shall be
construed as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ
or service of the Company or a Related Entity; (ii) interfering in any way with the right of the Company or a Related Entity to terminate
any Eligible Person’s or Participant’s Continuous Service at any time, (iii) giving an Eligible Person or Participant any
claim to be granted any Award under the Plan or to be treated uniformly with other Participants and Employees, or (iv) conferring on
a Participant any of the rights of a shareholder of the Company including, without limitation, any right to receive dividends or distributions,
any right to vote or act by written consent, any right to attend meetings of shareholders or any right to receive any information concerning
the Company’s business, financial condition, results of operation, or prospects, unless and until such time as the Participant
is duly issued Shares on the stock books of the Company in accordance with the terms of an Award. None of the Company, its officers,
or its directors shall have any fiduciary obligation to the Participant with respect to any Awards unless and until the Participant is
duly issued Shares on the stock books of the Company in accordance with the terms of an Award. Neither the Company nor any of the Company’s
officers, directors, representatives, or agents are granting any rights under the Plan to the Participant whatsoever, oral or written,
express or implied, other than those rights expressly set forth in this Plan or the Award Agreement.


 


(g)
Unfunded Status of Awards; Creation of Trusts. The Plan is intended to constitute an “unfunded” plan for incentive
and deferred compensation. With respect to any payments not yet made to a Participant or obligation to deliver Shares pursuant to an
Award, nothing contained in the Plan or any Award Agreement shall give any such Participant any rights that are greater than those of
a general creditor of the Company; provided that the Committee may authorize the creation of trusts and deposit therein cash, Shares,
other Awards, or other property, or make other arrangements to meet the Company’s obligations under the Plan. Such trusts or other
arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines with the
consent of each affected Participant. The trustee of such trusts may be authorized to dispose of trust assets and reinvest the proceeds
in alternative investments, subject to such terms and conditions as the Committee may specify and in accordance with applicable law.


 


(h)
Nonexclusively  of the Plan. Neither the adoption of the Plan by the Board nor its submission to the shareholders
of the Company for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt
such other incentive arrangements as it may deem desirable including incentive arrangements and awards which do not qualify under Section
162(m) of the Code.


 


(i)
Payments in the Event of Forfeitures; Fractional Shares. Unless otherwise determined by the Committee, in the event of
a forfeiture of an Award with respect to which a Participant paid cash or other consideration, the Participant shall be repaid the amount
of such cash or other consideration. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Committee
shall determine whether cash, other Awards or other property shall be issued or paid in lieu of such fractional shares or whether such
fractional shares or any rights thereto shall be forfeited or otherwise eliminated.


 


(j)
Governing Law. Except as otherwise provided in any Award Agreement, the validity, construction, and effect of the Plan,
any rules and regulations under the Plan, and any Award Agreement shall be determined in accordance with the laws of the State of Nevada
without giving effect to principles of conflict of laws, and applicable federal law.


 


(k)
Non-U.S. Laws. The Committee shall have the authority to adopt such modifications, procedures, and subplans as may be necessary
or desirable to comply with provisions of the laws of foreign countries in which the Company or its Subsidiaries may operate to assure
the viability of the benefits from Awards granted to Participants performing services in such countries and to meet the objectives of
the Plan.


 


(l)
Plan Effective Date and Shareholder Approval; Termination of Plan. The Plan shall become effective on the Effective Date,
subject to and conditioned upon, approval, within 12 months of its adoption by the Board, by shareholders of the Company eligible to
vote in the election of directors, by a vote sufficient to meet the requirements of Code Sections 162(m) (if applicable) and 422, Rule
16b-3 under the Exchange Act (if applicable), applicable requirements under the rules of any stock exchange or automated quotation system
on which the Shares may be listed or quoted, and other laws, regulations, and obligations of the Company applicable to the Plan. Awards
may be granted subject to shareholder approval, but may not be exercised or otherwise settled in the event the shareholder approval is
not obtained. The Plan shall terminate at the earliest of (a) such time as no Shares remain available for issuance under the Plan, (b)
termination of this Plan by the Board, or (c) the tenth anniversary of the Effective Date. Awards outstanding upon expiration of the
Plan shall remain in effect until they have been exercised or terminated, or have expired.