Exhibit 10.1


 


MOVANO INC.

AMENDED AND RESTATED 2019 OMNIBUS INCENTIVE PLAN


 


Movano Inc. sets forth
herein the terms and conditions of its Amended and Restated 2019 Omnibus Incentive Plan. The Plan was initially adopted by the
Board and the stockholders of the Company on March 13, 2018. The Plan, as previously amended and restated, was adopted by the Board
effective November 18, 2019, and approved by the stockholders of the Company on December 9, 2019. The Plan, as amended and restated
as set forth herein, was adopted by the Board on February 10, 2021, and approved by the stockholders of the Company on February
24, 2021 and shall become effective as of the Effective Date (as defined below).


 


		1.	PURPOSE



 


The Plan is intended
to enhance the Company’s and its Affiliates’ ability to attract and retain employees, Non-Employee Directors and Consultants,
and to motivate such employees, Non-Employee Directors and Consultants to serve the Company and its Affiliates and to expend maximum
effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase
a direct proprietary interest in the operations and future success of the Company. To this end, the Plan provides for the grant
of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock and other share-based
awards (all of which under certain circumstances may be settled in cash subject to the terms and conditions of the Plan). Any of
these awards may, but need not, be made as performance incentives to reward attainment of performance goals in accordance with
the terms and conditions hereof. Stock options granted under the Plan may be Nonqualified Stock Options or Incentive Stock Options,
as provided herein.


 


		2.	DEFINITIONS



 


For purposes of interpreting
the Plan and related documents (including Award Agreements), the following definitions shall apply:


 


2.1. “Affiliate”
means any company or other trade or business that “controls,” is “controlled by” or is “under common
control” with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including any Subsidiary.


 


2.2. “Award”
means a grant under the Plan of an Option, a Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Other Share-based
Award, or Substitute Award.


 


2.3. “Award
Agreement” means a written agreement (including an agreement transmitted and executed electronically) between the Company
and a Grantee, or notice from the Company or an Affiliate to a Grantee that evidences and sets out the terms and conditions of
an Award.


 


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


 


2.5. “Business
Combination” shall have the meaning set forth in Section 14.2.2.


 


2.6. “Change
in Control” shall have the meaning set forth in Section 14.2.2.


 


2.7. “Cause”
shall be defined as that term is defined in the Grantee’s offer letter or other applicable employment agreement; or,
if there is no such definition, “Cause” means, unless otherwise provided in the applicable Award Agreement, as determined
by the Company: (i) the conviction of any act by the Grantee constituting financial dishonesty against the Company or its
Affiliates; (ii) the Grantee’s engaging in any other act of dishonesty, fraud, intentional misrepresentation, moral
turpitude, illegality or harassment that would (a) materially adversely affect the business or the reputation of the Company
or any of its Affiliates with their respective current or prospective customers, suppliers, lenders or other third parties with
whom such entity does or might do business or (b) expose the Company or any of its Affiliates to a risk of civil or criminal
legal damages, liabilities or penalties; (iii) the repeated failure by the Grantee to follow the directives of the Chief Executive
Officer of the Company or any of its Affiliates, the Board or the Grantee’s supervisor; or (iv) any material misconduct,
violation of the Company’s or Affiliates’ policies, or willful and deliberate non-performance of duty by the Grantee
in connection with the business affairs of the Company or its Affiliates.


 






    


    




    

 


2.8. “Code”
means the Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall be
deemed to include a reference to any regulations promulgated thereunder.


 


2.9. “Committee”
means a committee of members of the Board appointed by the Board to administer the Plan in accordance with Section 3. The Board
will cause the Committee to satisfy the applicable requirements of any stock exchange on which the Common Stock may then be listed.
For purposes of Awards to Grantees who are subject to Section 16 of the Exchange Act, Committee means all of the members of
the Committee who are “non-employee directors” within the meaning of Rule 16b-3 adopted under the Exchange Act.


 


2.10. “Company”
means Movano Inc., a Delaware corporation, or any successor corporation.


 


2.11. “Common
Stock” means the common stock of the Company, par value $0.0001 per share.


 


2.12. “Consultant”
means any person, other than an employee or Non-Employee Director, engaged by the Company or any Affiliate to render personal
services to such entity, including as an advisor, and who qualifies as a consultant or advisor under Rule 701 of the Securities
Act (during any period in which the Company is not subject to the reporting requirements of the Exchange Act) or Form S-8 (during
any period in which the Company is a public company subject to the reporting requirements of the Exchange Act).


 


2.13. “Disability”
shall be defined as that term is defined in the Grantee’s offer letter or other applicable employment agreement; or,
if there is no such definition, “Disability” means, unless otherwise provided in the applicable Award Agreement, the
Grantee is unable to perform each of the essential duties of such Grantee’s position by reason of a medically determinable
physical or mental impairment that is potentially permanent in character or that can be expected to last for a continuous period
of not less than 12 months; provided, however, that, (i) with respect to rules regarding expiration of an Incentive
Stock Option following termination of the Grantee’s Service, “Disability” means “permanent and total disability”
as set forth in Code Section 22(e)(3), and (ii) with respect to any Award that is subject to Section 409A for which compensation
is distributed upon a Grantee’s disability, “Disability” for such purpose has the meaning set forth in Code Section
409A(a)(2)(C).


 


2.14. “Effective
Date” means the date the Initial Public Offering is completed.


 


2.15. “Entity”
means a corporation, partnership, limited liability company or other entity.


 


2.16. “Exchange
Act” means the Securities Exchange Act of 1934.


 


2.17. “Fair
Market Value” of a Share as of a particular date means (i) if the Common Stock is listed on a national securities exchange,
the closing or last price of the Common Stock on the composite tape or other comparable reporting system for the applicable date,
or if the applicable date is not a trading day, the trading day immediately preceding the applicable date, or (ii) if the Common
Stock is not then listed on a national securities exchange, the closing or last price of the Common Stock quoted by an established
quotation service for over-the-counter securities, or (iii) if the Common Stock is not then listed on a national securities exchange
or quoted by an established quotation service for over-the-counter securities, or the value of the Common Stock is not otherwise
determinable, such value as determined by the Board but in any event not less than fair market value determined in accordance with
Section 409A.


 






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2.18. “Family
Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law or sister-in-law, including
adoptive relationships, of the applicable individual, any person sharing the applicable individual’s household (other than
a tenant or employee), a trust in which any one or more of these persons have more than 50% of the beneficial interest, a foundation
in which any one or more of these persons (or the applicable individual) control the management of assets, and any other entity
in which one or more of these persons (or the applicable individual) own more than 50% of the voting interests.


 


2.19. “Grant
Date” means the latest to occur of (i) the date as of which the Board approves an Award, (ii) the date on which
the recipient of an Award first becomes eligible to receive an Award under Section 6 or (iii) such other date
as may be specified by the Board in the Award Agreement.


 


2.20. “Grantee”
means a person who receives or holds an Award.


 


2.21. “Holder”
means, with respect to any Issued Shares, the person holding such Issued Shares, including the initial Grantee or any Permitted
Transferee.


 


2.22. “Incentive
Stock Option” means an “incentive stock option” within the meaning of Code Section 422.


 


2.23. “Incumbent
Directors” shall have the meaning set forth in Section 14.2.2.


 


2.24. “Initial
Public Offering” means the initial public offering of Shares pursuant to a registration statement (other than a Form
S-8 or successor forms) filed with, and declared effective by, the SEC.


 


2.25. “Issued
Shares” means, collectively, all outstanding Shares issued pursuant to Awards (including outstanding Restricted Stock
prior to or after vesting and Shares issued in connection with the exercise of an Option).


 


2.26. “Non-Employee
Director” means a member of the Board or the board of directors of an Affiliate, in each case who is not an officer or
employee of the Company or any Affiliate.


 


2.27. “Nonqualified
Stock Option” means an Option that is not an Incentive Stock Option.


 


2.28. “Offering”
shall have the meaning set forth in Section 16.5.


 


2.29. “Option”
means an option to purchase one or more Shares pursuant to the Plan, including an Incentive Stock Option and a Nonqualified
Stock Option.


 


2.30. “Option
Price” means the exercise price for each Share subject to an Option.


 


2.31. “Other
Share-based Awards” means Awards consisting of Share units, or other Awards, valued in whole or in part by reference
to, or otherwise based on, Common Stock, other than Options, SARs, Restricted Stock and Restricted Stock Units.


 


2.32. “Permitted
Transferee” means any of the following to whom a Holder may transfer Issued Shares hereunder (as set forth in Section
16.11.3): the Holder’s spouse, children (natural or adopted), stepchildren or a trust for their sole benefit of which
the Holder is the settlor; provided however, that any such trust does not require or permit distribution of any Issued Shares
during the term of the Plan unless subject to its terms. Upon the death of the Holder, the term Permitted Transferees shall also
include such deceased Holder’s estate, executors, administrators, personal representatives, heirs, legatees and distributees,
as the case may be.


 






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2.33. “Person”
means a person as defined in Section 13(d)(3) of the Exchange Act.


 


2.34. “Plan”
means this Amended and Restated Movano Inc. 2019 Omnibus Incentive Plan, as amended from time to time.


 


2.35. “Purchase
Price” means the purchase price for each Share pursuant to a grant of Restricted Stock.


 


2.36. “Restricted
Period” shall have the meaning set forth in Section 10.1.


 


2.37. “Restricted
Stock” means restricted Shares awarded to a Grantee pursuant to Section 10.


 


2.38. “Restricted
Stock Unit” means a bookkeeping entry representing the right to receive Shares or their cash equivalent subject to the
satisfaction of specified terms and conditions, awarded to a Grantee pursuant to Section 10.


 


2.39. “SAR
Exercise Price” means the per Share exercise price of a SAR granted under Section 9.


 


2.40. “SEC”
means the U.S. Securities and Exchange Commission.


 


2.41. “Section 409A”
means Code Section 409A.


 


2.42. “Securities
Act” means the Securities Act of 1933.


 


2.43. “Separation
from Service” means the termination of a Service Provider’s Service, whether initiated by the Service Provider
or the Company or an Affiliate; provided that if any Award subject to Section 409A is to be distributed to a Grantee’s
gross income on a Separation from Service, then the definition of Separation from Service for such purposes shall comply with the
definition provided in Section 409A.


 


2.44. “Service”
means service as a Service Provider to the Company or an Affiliate. Unless otherwise provided in the applicable Award Agreement,
a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee continues
to be a Service Provider to the Company or an Affiliate.


 


2.45. “Service
Provider” means an employee, officer, Non-Employee Director or Consultant of the Company or an Affiliate.


 


2.46. “Share”
means a share of Common Stock of the Company.


 


2.47. “Stock
Appreciation Right” or “SAR” means a right granted to a Grantee under Section 9.


 


2.48. “Stockholder”
means a stockholder of the Company.


 


2.49. “Subsidiary”
means any “subsidiary corporation” of the Company within the meaning of Code Section 424(f).


 


2.50. “Substitute
Award” means any Award granted in assumption of or in substitution for an award of a company or business acquired by
the Company or an Affiliate or with which the Company or an Affiliate combines.


 


2.51. “Ten
Percent Stockholder” means an individual who owns more than 10% of the total combined voting power of all classes of
outstanding stock of the Company, its parent or any of its Subsidiaries. In determining stock ownership, the attribution rules
of Code Section 424(d) shall be applied.


 


2.52. “Termination
Date” means the date that is 10 years after the Effective Date, unless the Plan is earlier terminated by the Board under
Section 5.2.


 






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		3.	ADMINISTRATION OF THE PLAN



 


3.1. General


 


The Board shall have
such powers and authorities related to the administration of the Plan as are consistent with the Company’s certificate or
articles of incorporation, bylaws and applicable law, and as further described herein. To the extent permitted by applicable law,
the Board shall have the power and authority to delegate its powers and responsibilities hereunder to the Committee, which shall
have full authority to act in accordance with its charter, and with respect to the authority of the Board to act hereunder. All
references to the Board shall be deemed to include a reference to the Committee, to the extent such power or responsibilities of
the board have been delegated. The Committee shall administer the Plan; provided that the Board shall retain the right to
exercise the authority of the Committee to the extent consistent with applicable law and the applicable requirements of any securities
exchange on which Common Stock may then be listed. Except as specifically provided in Section 13 or as otherwise may
be required by applicable law, regulatory requirement or the certificate or articles of incorporation or the bylaws of the Company,
the Board shall have full power and authority to take all actions and to make all determinations required or provided for under
the Plan, any Award or any Award Agreement, and shall have full power and authority to take all such other actions and make all
such other determinations not inconsistent with the specific terms and conditions of the Plan that the Board deems to be necessary
or appropriate to the administration of the Plan. The actions, determinations, interpretation, construction and decisions by the
Board with respect to the Plan, any Award or any Award Agreement shall be in the Board’s sole discretion and shall be final,
binding and conclusive. Without limitation, the Board shall have full and final power and authority, subject to the other terms
and conditions of the Plan, to:


 


		(i)	construe and interpret the Plan and apply its provisions;



 


		(ii)	designate Grantees;



 


		(iii)	determine the type or types of Awards to be made to Grantees and the applicable Grant Date;



 


		(iv)	determine the number of Shares to be subject to an Award;



 


		(v)	establish the terms and conditions of each Award (including the Option Price of any Option, the
SAR Exercise Price of any SAR, the nature and duration of any restriction or condition (or provision for lapse thereof) relating
to the vesting, exercise, transfer or forfeiture of an Award or the Shares subject thereto and any terms or conditions that may
be necessary to qualify Options as Incentive Stock Options);



 


		(vi)	prescribe the form of each Award Agreement;



 


		(vii)	amend, modify or supplement the terms and conditions of any outstanding Award including the authority,
in order to effectuate the purposes of the Plan, to modify Awards to foreign nationals or individuals who are employed outside
the U.S to recognize differences in local law, tax policy or custom;



 


		(viii)	promulgate, amend, and rescind rules and regulations relating to the administration of the Plan;



 


		(ix)	to authorize any person to execute, on behalf of the Company, any instrument required to carry
out the purposes of the Plan; and



 


		(x)	to modify the Option Price or SAR Exercise Price of any outstanding Option or SAR, provided that
if the modification effects a repricing, shareholder approval shall not be required before the repricing is effective.



 






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3.2. Committee Composition


 


Except as otherwise
determined by the Board, the Committee shall consist solely of two or more Non-Employee Directors. The Board will cause the Committee
to satisfy the applicable requirements of any stock exchange on which the Common Stock may then be listed. For purposes of Awards
to Grantees who are subject to Section 16 of the Exchange Act, Committee means all of the members of the Committee who are
“non-employee directors” within the meaning of Rule 16b-3 adopted under the Exchange Act. To the extent permitted
by applicable law, the Board or the Committee may delegate its authority to grant Awards to any individual or committee of individuals
who are not Grantees subject to Section 16 of the Exchange Act. To the extent that the Board delegates its authority to make
Awards as provided by this Section 3.2, and to the extent permitted by applicable law, all references in the Plan to
the Board’s authority to make Awards and determinations with respect thereto shall be deemed to include the Board’s
delegate. Any such delegate shall serve at the pleasure of, and may be removed at any time by the Board. Nothing herein shall create
an inference that an Award is not validly granted under the Plan in the event Awards are granted under the Plan by a compensation
committee of the Board that does not at all times consist solely of two or more Non-Employee Directors.


 


3.3. Award Agreements;
Clawbacks


 


The grant of any Award
may be contingent upon the Grantee executing the appropriate Award Agreement. The Company may retain the right in an Award Agreement
to cause a forfeiture of the gain realized by a Grantee on account of actions taken by the Grantee in violation or breach of or
in conflict with any employment agreement, non-competition agreement, any agreement prohibiting solicitation of employees or clients
of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof,
or upon the Grantee’s otherwise engaging in competition with the Company or any Affiliate thereof, to the extent specified
in such Award Agreement applicable to the Grantee. Furthermore, the Company may annul an Award if the Grantee is terminated for
Cause.


 


All Awards and any
amounts or benefits received or outstanding under the Plan shall be subject to clawback, cancellation, recoupment, rescission,
payback, reduction or other similar action in accordance with any applicable Company clawback or similar policy (“Clawback
Policy”) or any applicable law related to such actions. In addition, a Grantee may be required to repay to the Company previously
paid compensation whether provided pursuant to the Plan or an Award Agreement in accordance with the Clawback Policy. A Grantee’s
acceptance of an Award shall be deemed to constitute the Grantee’s acknowledgement of and consent to the Company’s
application, implementation and enforcement of any applicable Company clawback or similar policy that may apply to the Grantee,
whether adopted before or after the Effective Date or, with respect to an Award, the Grant Date of such Award, and any provision
of applicable law relating to clawback, cancellation, recoupment, rescission payback, or reduction of compensation, and to the
Grantee’s agreement that the Company may take any actions that may be necessary to effectuate any such policy or applicable
law, without further consideration or action.


 


3.4. Deferral Arrangement


 


The Board may permit
or require the deferral of any Award payment into a deferred compensation arrangement, subject to such rules and procedures as
it may establish and in accordance with Section 409A, which may include provisions for the payment or crediting of interest
or dividend equivalents, including converting such credits into deferred Share units.


 






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3.5. No Liability


 


No member of the Board
or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan, any Award or Award
Agreement.


 


3.6. Book Entry


 


Notwithstanding any
other provision of the Plan, the Company may elect to satisfy any requirement under the Plan for the delivery of stock certificates
through the use of book entry.


 


		4.	STOCK SUBJECT TO THE PLAN



 


4.1. Authorized
Number of Shares


 


Subject to adjustment
under Section 14, the total number of Shares authorized to be awarded under the Plan is (a) 4,000,000, plus (b) effective
September 30, 2020, 500,000, plus (c), effective December 7, 2020, 1,500,000, plus (c) effective as of the Effective Date, 1,400,000.
Shares issued under the Plan shall consist in whole or in part of authorized but unissued Shares, treasury Shares, or Shares purchased
on the open market or otherwise, all as determined by the Company from time to time


 


4.2. Share Counting


 


4.2.1. General


 


Each Share granted in
connection with an Award shall be counted as one Share against the limit in Section 4.1, subject to the provisions
of this Section 4.2.


 


4.2.2. Cash-Settled
Awards


 


Any Award settled in
cash shall not be counted as issued Shares for any purpose under the Plan.


 


4.2.3. Expired or
Terminated Awards


 


If any Award expires,
or is terminated, surrendered or forfeited, in whole or in part, the unissued Shares covered by such Award shall again be available
for the grant of Awards.


 


4.2.4. Repurchased,
Surrendered, or Forfeited Awards


 


If Issued Shares are
repurchased by, or are surrendered or forfeited to the Company at no more than cost, such Shares shall again be available for the
grant of Awards.


 


4.2.5. Payment of
Option Price or Tax Withholding in Shares


 


Shares subject to an
Award under the Plan shall again be made available for issuance or delivery under the Plan if such Shares are (i) Shares withheld
in payment of an Option, (ii) Shares withheld by the Company to satisfy any tax withholding obligation, (iii) Shares covered by
a Share-settled SAR or other Shares that were not issued upon the settlement of the SAR.


 


4.2.6. Substitute
Awards


 


Substitute Awards shall
not be counted against the number of Shares reserved under the Plan.


 






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4.3. Award Limits


 


4.3.1. Incentive
Stock Options


 


Subject to adjustment
under Section 14 and to Stockholder approval, 7,400,000 shares shall be available for issuance as Incentive Stock Options
Under the Plan.


 


4.3.2. Limits on Awards to
Non-Employee Directors


 


The maximum value of
Awards granted during any calendar year to any non-employee member of the Board, taken together with any cash fees paid to such
non-employee member of the Board during the calendar year and the value of awards granted to the non-employee member of the Board
under any other equity compensation plan of the Company or an Affiliate during the calendar year, shall not exceed $500,000 (calculating
the value of any Awards or other equity compensation plan awards based on the grant date fair value for financial reporting purposes);
provided, however, that Awards granted to a non-employee member of the Board upon his or her initial election to the Board shall
not be counted towards the limit under this Section 4.3.2. The Board may make exceptions to the limit in this paragraph
in extraordinary circumstances for an individual non-employee member of the Board; provided that the director receiving such additional
compensation may not participate in the decision to award such compensation.


 


		5.	EFFECTIVE DATE, DURATION AND AMENDMENTS



 


5.1. Term


 


The Plan shall be effective
as of the Effective Date. The Plan shall terminate automatically on the 10-year anniversary of the Effective Date and may be terminated
on any earlier date as provided in Section 5.2.


 


5.2. Amendment and
Termination of the Plan


 


The Board may, at any
time and from time to time, amend, suspend or terminate the Plan as to any Awards that have not been made. An amendment shall be
contingent on approval of the Stockholders to the extent stated by the Board, required by applicable law or required by applicable
securities exchange listing requirements. No Awards may be granted after the Termination Date. The applicable terms and conditions
of the Plan, and any terms and conditions applicable to Awards granted prior to the Termination Date shall survive the termination
of the Plan and continue to apply to such Awards. No amendment, suspension or termination of the Plan shall, without the consent
of the Grantee, materially impair rights or obligations under any Award theretofore awarded. An amendment to change the terms of
an Incentive Stock Option, if such change results in impairment of the Award only because it impairs the qualified status of the
Award as an Incentive Stock Option under Code Section 422, shall not be considered to materially impair the rights or obligation
under the Incentive Stock Option theretofore awarded.


 


		6.	AWARD ELIGIBILITY AND LIMITATIONS



 


6.1. Service Providers


 


Subject to this Section 6.1,
Awards may be made to any Service Provider as the Board may determine and designate from time to time, subject to Section 8.7
in the case of an Incentive Stock Option. To the extent permitted by applicable laws, the Board may grant an Award to a person
who is reasonably expected to become a Service Provider provided that such grant is contingent upon such person becoming a Service
Provider.


 






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6.2. Successive
Awards


 


A Service Provider
may receive more than one Award, subject to such restrictions as are provided herein.


 


6.3. Stand-Alone,
Additional, Tandem, and Substitute Awards


 


Subject to the requirements
of applicable law, awards may 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 Affiliate or any business entity to be acquired by the
Company or an Affiliate, or any other right of a Grantee to receive payment from the Company or any Affiliate. Such additional,
tandem, substitute or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another
award, the Board shall have the right to require the surrender of such other 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 Affiliate, in which the value of Shares subject to the Award is equivalent in value to the cash compensation
(for example, Restricted Stock Units or Restricted Stock).


 


		7.	AWARD AGREEMENT



 


Each Award shall be
evidenced by an Award Agreement, in such form or forms as the Board shall from time to time determine. Without limiting the foregoing,
an Award Agreement may be provided in the form of a notice that provides that acceptance of the Award constitutes acceptance of
all terms and conditions of the Plan and the notice. Award Agreements granted from time to time or at the same time need not contain
similar provisions but shall be consistent with the terms and conditions of the Plan. Each Award Agreement evidencing an Award
of Options shall specify whether such Options are intended to be Nonqualified Stock Options or Incentive Stock Options, and in
the absence of such specification such options shall be deemed Nonqualified Stock Options.


 


		8.	TERMS AND CONDITIONS OF OPTIONS



 


8.1. Option Price


 


The Option Price of
each Option shall be fixed by the Board and stated in the related Award Agreement. Each Option shall be separately designated in
the Award Agreement as either an Incentive Stock Option or a Nonqualified Stock Option. Except as otherwise determined by the Board,
the Option Price of each Option (except those that constitute Substitute Awards) shall be at least the Fair Market Value of a Share
on the Grant Date; provided, however, that in the event that a Grantee is a Ten Percent Stockholder as of the Grant
Date, the Option Price of an Option granted to such Grantee that is intended to be an Incentive Stock Option shall be not less
than 110% of the Fair Market Value of a Share on the Grant Date. In no case shall the Option Price of any Option be less than the
par value of a Share.


 


8.2. Vesting


 


Subject to Section 8.3,
each Option shall become exercisable at such times and under such terms and conditions (including performance requirements) as
determined by the Board and stated in the Award Agreement. No Option may be exercised for a fraction of a Share. The Board may,
but shall not be required to, provide for an acceleration of vesting and exercisability in the terms of any Award Agreement upon
the occurrence of a specified event.


 






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8.3. Term


 


Each Option shall terminate,
and all rights to purchase Shares thereunder shall cease, upon the expiration of a period not to exceed 10 years from the Grant
Date, or under such circumstances and on any date prior thereto as is set forth in the Plan or as may be fixed by the Board and
stated in the related Award Agreement; provided, however, that in the event that the Grantee is a Ten Percent Stockholder,
an Option granted to such Grantee that is intended to be an Incentive Stock Option at the Grant Date shall not be exercisable after
the expiration of five years from its Grant Date.


 


8.4. Limitations
on Exercise of Option


 


Notwithstanding any
other provision of the Plan, in no event may any Option be exercised, in whole or in part after the occurrence of an event that
results in termination of the Option.


 


8.5. Method of Exercise


 


An Option that is exercisable
may be exercised by the Grantee’s delivery of a notice of exercise to the Company, setting forth the number of Shares with
respect to which the Option is to be exercised, accompanied by full payment for the Shares and any tax withholdings. To be effective,
notice of exercise must be made in accordance with procedures established by the Company from time to time.


 


8.6. Rights of Holders
of Options


 


Unless otherwise provided
in the applicable Award Agreement, an individual holding or exercising an Option shall have none of the rights of a Stockholder
(for example, the right to receive cash or dividend payments or distributions attributable to the subject Shares or to direct the
voting of the subject Shares) until the Shares covered thereby are fully paid and issued to him or her. Except as provided in Section 14
or the related Award Agreement, no adjustment shall be made for dividends, distributions or other rights for which the record date
is prior to the date of such issuance.


 


8.7. Limitations
on Incentive Stock Options


 


An Option shall constitute
an Incentive Stock Option only (i) if the Grantee of such Option is an employee of the Company or any Subsidiary of the Company
on the Grant Date, (ii) to the extent specifically provided in the related Award Agreement and (iii) to the extent that
the aggregate Fair Market Value of the Shares (determined at the time the Option is granted) with respect to which all Incentive
Stock Options held by such Grantee become exercisable for the first time during any calendar year (under the Plan and all other
plans of the Grantee’s employer and its Affiliates) does not exceed $100,000. This limitation shall be applied by taking
Options into account in the order in which they were granted. No Option shall be treated as an Incentive Stock Option unless the
Plan has been approved by the Stockholders in a manner intended to comply with the stockholder approval requirements of Code Section 422;
provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a
failure to obtain such approval, but rather such Option shall be treated as a Nonstatutory Stock Option unless and until such approval
is obtained. In addition, an Incentive Stock Option shall be treated as a Nonstatutory Stock Option to the extent provided under
Code Section 422.


 


8.8. Early Exercise


 


An Option may include
a term that allows the Grantee to elect at any time before the Grantee’s Separation from Service to exercise the Option as
to any part or all of the Shares subject to the Option prior to the full vesting of the Option.


 


		9.	TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS



 


9.1. Right
to Payment


 


A SAR shall confer
on the Grantee a right to receive, upon exercise thereof, the excess of (1) the Fair Market Value of one Share on the date
of exercise over (2) the SAR Exercise Price. The Award Agreement for a SAR (except those that constitute Substitute Awards)
shall specify the SAR Exercise Price, which shall be fixed on the Grant Date and, except as otherwise determined by the Board,
shall not be less than the Fair Market Value of a Share on that date. SARs may be granted alone or in conjunction with all or part
of an Option or at any subsequent time during the term of such Option or in conjunction with all or part of any other Award. A
SAR granted in tandem with an outstanding Option after the Grant Date of such Option shall have a SAR Exercise Price that is equal
to the Option Price.


 






    10


    




    

 


9.2. Other Terms


 


The Board shall determine
at the Grant Date the time or times at which and the circumstances under which a SAR 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 SARs shall cease to be
or become exercisable after Separation from Service or upon other terms or conditions, the method of exercise, whether or not a
SAR shall be in tandem or in combination with any other Award, and any other terms and conditions of any SAR.


 


9.3. Term of SARs


 


The term of a SAR granted
under the Plan shall be determined by the Board and stated in the related Award Agreement; provided, however, that
such term shall not exceed 10 years.


 


9.4. Payment of
SAR Amount


 


Upon exercise of a
SAR, a Grantee shall be entitled to receive payment from the Company (in cash or Shares and subject to tax withholding) in an amount
determined by multiplying:


 


		(1)	the difference between the Fair Market Value of a Share on the date of exercise over the SAR Exercise
Price; by



 


		(2)	the number of Shares with respect to which the SAR is exercised.



 


		10.	TERMS AND CONDITIONS OF RESTRICTED STOCK AND RESTRICTED
STOCK UNITS



 


10.1. Restrictions


 


At the time of grant,
the Board may establish a period of time (a “Restricted Period”) and any additional restrictions including the
satisfaction of corporate or individual performance objectives applicable to an Award of Restricted Stock or Restricted Stock Units.
Each Award of Restricted Stock or Restricted Stock Units may be subject to a different Restricted Period and additional restrictions.
Neither Restricted Stock nor Restricted Stock Units may be sold, transferred, assigned, pledged or otherwise encumbered or disposed
of during the Restricted Period or prior to the satisfaction of any other applicable restrictions.


 


10.2. Restricted
Stock Certificates


 


The Company shall issue
Shares, in the name of each Grantee to whom Restricted Stock has been granted, stock certificates or other evidence of ownership
representing the total number of Shares of Restricted Stock granted to the Grantee, as soon as reasonably practicable after the
Grant Date. The Board may provide in an Award Agreement that either (i) the Secretary of the Company shall hold such certificates
for the Grantee’s benefit until such time as the Restricted Stock is forfeited to the Company or the restrictions lapse,
or (ii) such certificates shall be delivered to the Grantee; provided, however, that such certificates shall
bear a legend or legends that comply with the applicable securities laws and regulations and make appropriate reference to the
restrictions imposed under the Plan and the Award Agreement.


 






    11


    




    

 


10.3. Rights of
Holders of Restricted Stock


 


Unless otherwise provided
in the applicable Award Agreement and subject to Section 16.11.3, holders of Restricted Stock shall have rights as
stockholders of the Company, including voting and dividend rights.


 


10.4. Rights of
Holders of Restricted Stock Units


 


10.4.1. Settlement
of Restricted Stock Units


 


Restricted Stock Units
may be settled in cash or Shares, as determined by the Board and set forth in the Award Agreement. The Award Agreement shall also
set forth whether the Restricted Stock Units shall be settled (i) within the time period specified for “short term deferrals”
under Section 409A or (ii) otherwise within the requirements of Section 409A, in which case the Award Agreement
shall specify upon which events such Restricted Stock Units shall be settled.


 


10.4.2. Voting and
Dividend Rights


 


Unless otherwise provided
in the applicable Award Agreement and subject to Section 16.11.3, holders of Restricted Stock Units shall not have
rights as stockholders of the Company, including voting or dividend or dividend equivalents rights.


 


10.4.3. Creditor’s
Rights


 


A holder of Restricted
Stock Units shall have no rights other than those of a general creditor of the Company. Restricted Stock Units represent an unfunded
and unsecured obligation of the Company, subject to the terms and conditions of the applicable Award Agreement.


 


10.5. Purchase of
Restricted Stock


 


The Grantee shall be
required, to the extent required by applicable law, to purchase the Restricted Stock from the Company at a Purchase Price equal
to the greater of (i) the aggregate par value of the Restricted Stock or (ii) the Purchase Price, if any, specified in
the related Award Agreement. If specified in the Award Agreement, the Purchase Price may be deemed paid by Services already rendered.
The Purchase Price shall be payable in a form described in Section 11 or, if so determined by the Board, in consideration
for past Services rendered.


 


10.6. Delivery of
Shares


 


Upon the expiration
or termination of any Restricted Period and the satisfaction of any other terms and conditions prescribed by the Board, the restrictions
applicable to Restricted Stock or Restricted Stock Units settled in Shares shall lapse, and, unless otherwise provided in the applicable
Award Agreement, a stock certificate (or other evidence of ownership) for such Shares shall be delivered, free of all such restrictions,
to the Grantee or the Grantee’s beneficiary or estate, as the case may be.


 


		11.	FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK



 


11.1. General Rule


 


Payment of the Option
Price for the Shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock shall be made in
cash or in cash equivalents acceptable to the Company, except as provided in this Section 11.


 






    12


    




    

 


11.2. Surrender
of Shares


 


To the extent the Award
Agreement so provides, payment of the Option Price for Shares purchased pursuant to the exercise of an Option or the Purchase Price
for Restricted Stock may be made all or in part through the tender to the Company of Shares, which Shares shall be valued, for
purposes of determining the extent to which the Option Price or Purchase Price for Restricted Stock has been paid thereby, at their
Fair Market Value on the date of exercise or surrender. Notwithstanding the foregoing, in the case of an Incentive Stock Option,
the right to make payment in the form of already-owned Shares may be authorized only at the time of grant.


 


11.3. Cashless Exercise


 


With respect to an
Option only (and not with respect to Restricted Stock), to the extent permitted by law and to the extent the Award Agreement so
provides, payment of the Option Price may be made all or in part by delivery (on a form acceptable to the Company) of an irrevocable
direction to a licensed securities broker acceptable to the Company to sell Shares and to deliver all or part of the sales proceeds
to the Company in payment of the Option Price.


 


11.4. Other Forms
of Payment


 


To the extent the Award
Agreement so provides, payment of the Option Price or the Purchase Price for Restricted Stock may be made in any other form that
is consistent with applicable laws, regulations and rules, including the Company’s withholding of Shares otherwise due to
the exercising Grantee.


 


		12.	other SHARE-based awards



 


12.1. Grant of Other
Share-based Awards


 


Other Share-based Awards
may be granted either alone or in addition to or in conjunction with other Awards. Other Share-based Awards may be granted in lieu
of other cash or other compensation to which a Service Provider is entitled from the Company or may be used in the settlement of
amounts payable in Shares under any other compensation plan or arrangement of the Company. Subject to the provisions of the Plan,
the Board shall have the authority to determine the persons to whom and the time or times at which such Awards will be made, the
number of Shares to be granted pursuant to such Awards, and all other terms and conditions of such Awards. Unless the Board determines
otherwise, any such Award shall be confirmed by an Award Agreement, which shall contain such provisions as the Board determines
to be necessary or appropriate to carry out the intent of the Plan with respect to such Award.


 


12.2. Terms of Other
Share-based Awards


 


Any Common Stock subject
to Awards made under this Section 12 may not be sold, assigned, transferred, pledged or otherwise encumbered prior
to the date on which the Shares are issued, or, if later, the date on which any applicable restriction, performance or deferral
period lapses.


 






    13


    




    

 


		13.	REQUIREMENTS OF LAW



 


13.1. General


 


The Company shall not
be required to sell or issue any Shares under any Award if the sale or issuance of such Shares would constitute a violation by
the Grantee, any other individual, or the Company of any law or regulation of any governmental authority, including any federal
or state securities laws or regulations. If at any time the Company determines that the listing, registration or qualification
of any Shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable
as a term or condition of, or in connection with, the issuance or purchase of Shares hereunder, no Shares may be issued or sold
to the Grantee or any other individual pursuant to such Award unless such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any terms or conditions not acceptable to the Company, and any delay caused thereby
shall in no way affect the date of termination of the Award to the extent permitted by applicable laws. Specifically, in connection
with the Securities Act, upon the exercise of any Option or the delivery of any Shares underlying an Award, unless a registration
statement under such Act is in effect with respect to the Shares covered by such Award, the Company shall not be required to sell
or issue such Shares unless the Board has received evidence satisfactory to it that the Grantee or any other individual exercising
an Option may acquire such Shares pursuant to an exemption from registration under the Securities Act. The Company may, but shall
in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Company shall not be obligated
to take any affirmative action in order to cause the exercise of an Option or the issuance of Shares pursuant to the Plan to comply
with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an
Option shall not be exercisable until the Shares covered by such Option are registered or are exempt from registration, the exercise
of such Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness
of such registration or the availability of such an exemption. The Board may require the Grantee to sign such additional documentation,
make such representations, and furnish such information as the Board may consider appropriate in connection with the grant of Awards
or issuance or delivery in compliance with applicable laws.


 


13.2. Rule 16b-3


 


During any time when
the Company has a class of equity security registered under Section 12 of the Exchange Act, it is the intent of the Company
that Awards and the exercise of Options granted Grantees who are subject to Section 16 of the Exchange Act hereunder will
qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action
by the Board or Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted
by law and deemed advisable by the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised
or replaced, the Board may modify the Plan in any respect necessary to satisfy the requirements of, or to take advantage of any
features of, the revised exemption or its replacement.


 


		14.	EFFECT OF CHANGES IN CAPITALIZATION



 


14.1. Adjustments
for Changes in Capital Structure


 


Subject to any required
action by the Stockholders, in the event of any change in the Common Stock effected without receipt of consideration by the Company,
whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock
split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares or similar change in the capital
structure of the Company, or in the event of payment of a dividend or distribution to the Stockholders in a form other than Shares
(excepting normal cash dividends) that has a material effect on the Fair Market Value, appropriate and proportionate adjustments
shall be made in the number and class of shares subject to the Plan and to any outstanding Awards, and in the Option Price, SAR
Exercise Price or Purchase Price per Share of any outstanding Awards in order to prevent dilution or enlargement of Grantees’
rights under the Plan. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated
as “effected without receipt of consideration by the Company.” If a majority of the Shares which are of the same class
as the Shares that are subject to outstanding Awards are exchanged for, converted into, or otherwise become (whether or not pursuant
to a Change in Control) shares of another corporation (the “New Shares”), the Board may unilaterally amend the
outstanding Awards to provide that such Awards are for New Shares. In the event of any such amendment, the number of Shares subject
to, and the Option Price, SAR Exercise Price or Purchase Price per Share of, the outstanding Awards shall be adjusted in a fair
and equitable manner. Any fractional share resulting from an adjustment pursuant to this Section 14.1 shall be rounded
down to the nearest whole number and the Option Price, SAR Exercise Price or Purchase Price per share shall be rounded up to the
nearest whole cent. In no event may the exercise price of any Award be decreased to an amount less than the par value, if any,
of the stock subject to the Award. The Board may also make such adjustments in the terms of any Award to reflect, or related to,
such changes in the capital structure of the Company or distributions as it deems appropriate. Adjustments determined by the Board
pursuant to this Section 14.1 shall be made in accordance with Section 409A to the extent applicable.


 






    14


    




    

 


14.2. Change in
Control


 


14.2.1.
Consequences of a Change in Control


 


Subject to the requirements
and limitations of Section 409A if applicable, the Board may provide for any one or more of the following in connection with
a Change in Control, which such actions need not be the same for all Grantees:


 


(a) Accelerated
Vesting. The Board may provide in any Award Agreement, or in the event of a Change in Control may take such actions as it deems
appropriate to provide, for the acceleration of the exercisability, vesting and/or settlement in connection with such Change in
Control of each or any outstanding Award or portion thereof and Shares acquired pursuant thereto upon such terms and conditions,
including a Grantee’s Separation from Service prior to, upon, or following such Change in Control, to such extent as determined
by the Board.


 


(b) Assumption,
Continuation or Substitution. In the event of a Change in Control, the surviving, continuing, successor or purchasing corporation
or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent
of any Grantee, either assume or continue the Company’s rights and obligations under each or any Award or portion thereof
outstanding immediately prior to the Change in Control or substitute for each or any such outstanding Award or portion thereof
a substantially equivalent award with respect to the Acquiror’s stock, as applicable. For purposes of this Section 14.2.1,
an Award denominated in Shares shall be deemed assumed if, following the Change in Control, the Award confers the right to receive,
subject to the terms and conditions of the Plan and the applicable Award Agreement, for each Share subject to the Award immediately
prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof)
to which a Stockholder on the effective date of the Change in Control was entitled; provided, however, that if such
consideration is not solely common stock of the Acquiror, the Board may, with the consent of the Acquiror, provide for the consideration
to be received upon the exercise or settlement of the Award, for each Share subject to the Award, to consist solely of common stock
of the Acquiror equal in Fair Market Value to the per Share consideration received by Stockholders pursuant to the Change in Control.
If any portion of such consideration may be received by Stockholders pursuant to the Change in Control on a contingent or delayed
basis, the Board may (but is not obligated to) determine such Fair Market Value as of the time of the Change in Control on the
basis of the Board’s estimate of the present value of the probable future payment of such consideration. Any Award or portion
thereof which is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised or settled
as of the time of consummation of the Change in Control shall terminate and cease to be outstanding effective as of the time of
consummation of the Change in Control.


 


(c) Cash-Out
of Awards. The Board may, without the consent of any Grantee, determine that, upon the occurrence of a Change in Control, each
or any Award or a portion thereof outstanding immediately prior to the Change in Control and not previously exercised or settled
shall be canceled in exchange for a payment with respect to each vested Share (and each unvested Share, if so determined by the
Board) subject to such canceled Award in (i) cash, (ii) stock of the Company or of a corporation or other business entity
a party to the Change in Control or (iii) other property which, in any such case, shall be in an amount having a Fair Market
Value equal to the Fair Market Value of the consideration to be paid per Share in the Change in Control, reduced by the exercise
or purchase price per Share, if any, under such Award. If any portion of such consideration may be received by Stockholders pursuant
to the Change in Control on a contingent or delayed basis, the Board may (but is not obligated to) determine such Fair Market Value
as of the time of the Change in Control on the basis of the Board’s estimate of the present value of the probable future
payment of such consideration. In the event such determination is made by the Board, the amount of such payment (reduced by applicable
withholding taxes, if any) shall be paid to Grantees in respect of the vested portions of their canceled Awards as soon as practicable
following the date of the Change in Control and in respect of the unvested portions of their canceled Awards in accordance with
the vesting schedules applicable to such Awards. For avoidance of doubt, if the amount determined pursuant to this Section 14.2.1(c)
for an Option or SAR is zero or less, the affected Option or SAR may be cancelled without any payment therefore.


 






    15


    




    

 


14.2.2.
Change in Control Defined


 


Unless other provided
in the applicable Award Agreement, a “Change in Control” means the consummation of any of the following events
following the Restatement Effective Date:


 


(a) the
acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2)
of the Exchange Act), other than the Company or any subsidiary, affiliate (within the meaning of Rule 144 promulgated under the
Securities Act) or employee benefit plan of the Company, of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of more than 50% of the combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the “Voting Securities”); or


 


(b) a
reorganization, merger, consolidation or recapitalization of the Company (a “Business Combination”), other than
a Business Combination in which more than 50% of the combined voting power of the outstanding voting securities of the surviving
or resulting entity immediately following the Business Combination is held by the persons who, immediately prior to the Business
Combination, were the holders of the Voting Securities; or


 


(c) a
complete liquidation or dissolution of the Company, or a sale of all or substantially all of the assets of the Company; or


 


(d) during
any period of 24 consecutive months, the Incumbent Directors cease to constitute a majority of the Board ; “Incumbent
Directors” means individuals who were members of the Board at the beginning of such period or individuals whose election
or nomination for election to the Board by the Stockholders was approved by a vote of at least a majority of the then Incumbent
Directors (but excluding any individual whose initial election or nomination is in connection with an actual or threatened proxy
contest relating to the election of directors).


 


Notwithstanding the foregoing,
if it is determined that an Award is subject to the requirements of Section 409A and payable upon a Change in Control, the
Company will not be deemed to have undergone a Change in Control for purposes of the Plan unless the Company is deemed to have
undergone a “change in control event” pursuant to the definition of such term in Section 409A.


 


14.3. Adjustments


 


Adjustments under this
Section 14 related to Shares or other securities of the Company shall be made by the Board. No fractional Shares or
other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be
eliminated in each case by rounding downward to the nearest whole Share.


 


		15.	No Limitations on Company



 


The grant of Awards
shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations
or changes of its capital or business structure or to merge, consolidate, dissolve or liquidate, or to sell or transfer all or
any part of its business or assets.


 






    16


    




    

 


		16.	TERMS APPLICABLE GENERALLY TO AWARDS



 


16.1. Disclaimer
of Rights


 


No provision in the
Plan or in any Award Agreement shall be construed to confer upon any individual the right to remain in the employ or service of
the Company or any Affiliate, or to interfere in any way with any contractual or other right or authority of the Company or any
Affiliate either to increase or decrease the compensation or other payments to any individual at any time, or to terminate any
employment or other relationship between any individual and the Company or any Affiliate. In addition, notwithstanding anything
contained in the Plan to the contrary, unless otherwise provided in the applicable Award Agreement, no Award shall be affected
by any change of duties or position of the Grantee, so long as such Grantee continues to be a Service Provider. The obligation
of the Company to pay any benefits pursuant to the Plan shall be interpreted as a contractual obligation to pay only those amounts
described herein, in the manner and under the terms and conditions prescribed herein. The Plan shall in no way be interpreted to
require the Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment
to any Grantee or beneficiary under the Plan.


 


16.2. Nonexclusivity
of the Plan


 


Neither the adoption
of the Plan nor the submission of the Plan to the Stockholders for approval shall be construed as creating any limitations upon
the right and authority of the Board to adopt such other compensation arrangements as the Board or its delegate determines desirable.


 


16.3. Withholding
Taxes


 


The Company or an Affiliate,
as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Grantee any federal, state or local
taxes of any kind required by law to be withheld (i) with respect to the vesting of or other lapse of restrictions applicable
to an Award, (ii) upon the issuance of any Shares upon the exercise of an Option or settlement of a Restricted Stock Unit
or (iii) otherwise due in connection with an Award. At the time of such vesting, lapse or exercise, the Grantee shall pay
to the Company or the Affiliate, as the case may be, any amount that the Company or the Affiliate may reasonably determine to be
necessary to satisfy such withholding obligation. The Company or the Affiliate, as applicable, may require or permit the Grantee
to satisfy such obligations, in whole or in part, (i) by causing the Company or the Affiliate to withhold up to the maximum
required number of Shares otherwise issuable to the Grantee as may be necessary to satisfy such withholding obligation, (ii) by
delivering to the Company or the Affiliate Shares already owned by the Grantee or (iii) by using the method set forth in Section
11.3. The Shares so delivered or withheld shall have an aggregate Fair Market Value equal to such withholding obligations.
The Fair Market Value of the Shares used to satisfy such withholding obligation shall be determined by the Company or the Affiliate
as of the date that the amount of tax to be withheld is to be determined. To the extent applicable, a Grantee may satisfy his or
her withholding obligation only with Shares that are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar
requirements. The Company may in its discretion withhold or taxes by considering statutory or other withholding rates, including
minimum or maximum rates applicable in the Grantee’s jurisdiction(s).


 


16.4. [Reserved].


 


16.5. Market Standoff
Requirement.


 


Unless otherwise provided
in the applicable Award Agreement, Stockholders’ agreement or other agreement to which a Grantee is a party, in connection
with any underwritten public offering of its Common Stock (“Offering”) and upon request of the Company or the
underwriters managing the Offering, Grantees shall not be permitted to sell, make any short sale of, loan, grant any option for
the purchase of or otherwise directly or indirectly dispose of any Common Stock delivered under the Plan (other than those Shares
included in the Offering) without the prior written consent of the Company or such underwriters, as the case may be, for such period
of time from the effective date of the registration statement with respect to such Offering as may be requested by the Company
or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters in connection
with such Offering.


 






    17


    




    

 


16.6. Other Provisions


 


Each Award Agreement
may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Board. In the event of any
conflict between the terms and conditions of an employment agreement and the Plan, the terms and conditions of the employment agreement
shall govern.


 


16.7. Severability


 


If any provision of
the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the
remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms and conditions, and all
provisions shall remain enforceable in any other jurisdiction.


 


16.8. Governing
Law


 


The Plan and all Award
Agreements shall be construed in accordance with and governed by the laws of the State of Delaware without regard to the principles
of conflicts of law that could cause the application of the laws of any jurisdiction other than the State of Delaware. For purposes
of resolving any dispute that arises under the Plan, each Grantee, by virtue of receiving an Award, shall be deemed to have submitted
to and consented to the exclusive jurisdiction of the state of California and to have agreed that any related litigation shall
be conducted solely in the courts of Alameda County, California or the federal courts for the U.S. for the Northern District of
California, where the Plan is made and to be performed, and no other courts. The Plan is not intended to be subject to the Employee
Retirement Income Security Act of 1974.


 


16.9. Section 409A


 


The Plan is intended
to comply with Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall
be interpreted and administered to be in compliance therewith. Any payments described in the Plan that are due within the “short-term
deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable laws require
otherwise. For purposes of Section 409A, each installment payment under the Plan shall be treated as a separate payment. Notwithstanding
anything to the contrary in the Plan, to the extent required to avoid accelerated taxation and tax penalties under Section 409A,
amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six-month
period immediately following the Grantee’s Separation from Service shall instead be paid on the first payroll date after
the six-month anniversary of the Grantee’s Separation from Service (or the Grantee’s death, if earlier). Notwithstanding
the foregoing, neither the Company nor the Board shall have any obligation to take any action to prevent the assessment of any
additional tax or penalty on any Grantee under Section 409A and neither the Company nor the Board shall have any liability
to any Grantee for such tax or penalty.


 


16.10. Separation
from Service


 


The Board shall determine
the effect of a Separation from Service upon Awards, and such effect shall be set forth in the applicable Award Agreement. Without
limiting the foregoing, the Board may provide in the Award Agreements at the time of grant, or any time thereafter with the consent
of the Grantee, the actions that may be taken upon the occurrence of a Separation from Service, including accelerated vesting or
termination, depending upon the circumstances surrounding the Separation from Service.


 






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16.11. Transferability
of Awards


 


16.11.1. Transfers
in General


 


Except as provided in
Section 16.11.2, no Award shall be assignable or transferable by the Grantee to whom it is granted, other than by will
or the laws of descent and distribution, and, during the lifetime of the Grantee, only the Grantee personally (or the Grantee’s
personal representative) may exercise rights under the Plan.


 


16.11.2. Family
Transfers


 


If authorized in the
applicable Award Agreement, a Grantee may transfer, not for value, all or part of an Award (other than Incentive Stock Options)
to any Family Member. For the purpose of this Section 16.11.2, a “not for value” transfer is a transfer
that is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights or (iii) a
transfer to an entity in which more than 50% of the voting interests are owned by Family Members (or the Grantee) in exchange for
an interest in that entity. Following a transfer under this Section 16.11.2, any such Award shall continue to be subject
to the same terms and conditions as were applicable immediately prior to transfer. Subsequent transfers of transferred Awards are
prohibited except to Family Members of the original Grantee in accordance with this Section 16.11.2 or by will or the
laws of descent and distribution.


 


16.11.3. Issued
Shares


 


No Issued Shares shall
be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of or encumbered, whether voluntarily
or by operation of law, unless (i) such transfer is in compliance with the terms of the applicable Award, all applicable securities
laws, and the terms and conditions of the Plan (including Sections 16.4 and 16.5 and this Section 16.11.3),
and (ii) the transferee consents in writing to be bound by the provisions of the Plan (including Sections 16.4 and
16.5 and this Section 16.11.3). In connection with any proposed transfer, the Board may require the transferor to
provide at the transferor’s own expense an opinion of counsel to the transferor, satisfactory to the Board, that such transfer
is in compliance with all foreign, federal and state securities laws. Any attempted disposition of Issued Shares not in accordance
with the terms and conditions of this Section 16.11.3 shall be null and void, and the Company shall not reflect on its records
any change in record ownership of any Issued Shares as a result of any such disposition, shall otherwise refuse to recognize any
such disposition and shall not in any way give effect to any such disposition of Issued Shares. Subject to the foregoing general
provisions, and unless otherwise provided in the agreement with respect to a particular Award, Issued Shares may be transferred
pursuant to the following specific terms and conditions:


 


The Holder may sell,
assign, transfer or give away any or all of the Issued Shares to Permitted Transferees; provided, however, that following
such sale, assignment or other transfer, such Issued Shares shall continue to be subject to the terms of the Plan (including Sections
16.4 and 16.5 and this Section 16.11.3) and such Permitted Transferee(s) shall, as a condition to any such transfer,
deliver a written acknowledgment to that effect to the Company.


 


Upon the death of the
Holder, any Issued Shares then held by the Holder at the time of such death and any Issued Shares acquired thereafter by the Holder’s
legal representative shall be subject to the provisions of the Plan, and the Holder’s estate, executors, administrators,
personal representatives, heirs, legatees and distributees shall be obligated to convey such Issued Shares to the Company or its
assigns under the terms contemplated hereby.


 






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16.12. Dividends
and Dividend Equivalent Rights


 


If specified in the
Award Agreement, the recipient of an Award may be entitled to receive, dividend equivalent rights with respect to the Shares or
other securities covered by an Award. The terms and conditions of a dividend equivalent right may be set forth in the Award Agreement.
Dividend equivalents credited to a Grantee may be paid in cash or may be deemed to be reinvested in additional Shares or other
securities of the Company at a price per unit equal to the Fair Market Value of a Share on the date that such dividend was paid
to Stockholders. Notwithstanding the foregoing, dividends or dividend equivalents shall not be paid on any Award or portion thereof
that is unvested or on any Award that is subject to the achievement of performance criteria before the Award has become earned
and payable.


 


16.13. Data Protection


 


A Grantee’s acceptance
of an Award shall be deemed to constitute the Grantee’s acknowledgement of and consent to the collection and processing of
personal data relating to the Grantee so that the Company can meet its obligations and exercise its rights under the Plan and generally
administer and manage the Plan. This data shall include data about participation in the Plan and Shares offered or received, purchased,
or sold under the Plan and other appropriate financial and other data (such as the date on which the Awards were granted) about
the Grantee and the Grantee’s participation in the Plan.


 


16.14. Disqualifying
Disposition


 


Any Grantee who shall
make a “disposition” (as defined in Section 424 of the Code) of all or any portion of Shares acquired upon exercise
of an Incentive Stock Option within two years from the Grant Date of such Incentive Stock Option or within one year after the issuance
of the Shares acquired upon exercise of such Incentive Stock Option shall be required to immediately advise the Company in writing
as to the occurrence of the sale and the price realized upon the sale of such shares of Common Stock.


 


16.15. Plan Construction


 


In the Plan, unless
otherwise stated, the following uses apply: (i) references to a statute or law refer to the statute or law and any amendments
and any successor statutes or laws, and to all valid and binding governmental regulations, court decisions and other regulatory
and judicial authority issued or rendered thereunder, as amended, or their successors, as in effect at the relevant time; (ii) in
computing periods from a specified date to a later specified date, the words “from” and “commencing on”
(and the like) mean “from and including,” and the words “to,” “until” and “ending on”
(and the like) mean “to and including”; (iii) indications of time of day shall be based upon the time applicable
to the location of the principal headquarters of the Company; (iv) the words “include,” “includes”
and “including” (and the like) mean “include, without limitation,” “includes, without limitation”
and “including, without limitation” (and the like), respectively; (v) all references to articles and sections
are to articles and sections in the Plan; (vi) all words used shall be construed to be of such gender or number as the circumstances
and context require; (vii) the captions and headings of articles and sections have been inserted solely for convenience of
reference and shall not be considered a part of the Plan, nor shall any of them affect the meaning or interpretation of the Plan;
(viii) any reference to an agreement, plan, policy, form, document or set of documents, and the rights and obligations of
the parties under any such agreement, plan, policy, form, document or set of documents, shall mean such agreement, plan, policy,
form, document or set of documents as amended from time to time, and any and all modifications, extensions, renewals, substitutions
or replacements thereof; and (ix) all accounting terms not specifically defined shall be construed in accordance with U.S.
generally accepted accounting principles.


 


 


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