Exhibit 4.5


 


PAXmed Inc.


 


2014 Long-Term Incentive Equity Plan


 


Section 1. Purpose; Definitions.


 


1.1.     Purpose.   The purpose of the PAXmed
Inc. 2014 Long-Term Incentive Equity Plan (“Plan”) is to enable the Company to offer to its employees, officers, directors
and consultants whose past, present and/or potential future contributions to the Company and its Subsidiaries have been, are or
will be important to the success of the Company, an opportunity to acquire a proprietary interest in the Company. The various types
of long-term incentive awards that may be provided under the Plan will enable the Company to respond to changes in compensation
practices, tax laws, accounting regulations and the size and diversity of its businesses.


 


1.2.     Definitions.   For purposes of the
Plan, the following terms shall be defined as set forth below:


 


(a)    “Agreement”
means the agreement between the Company and the Holder, or such other document as may be determined by the Committee, setting forth
the terms and conditions of an award under the Plan.


 


(b)    “Board”
means the Board of Directors of the Company.


 


(c)    “Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


(d)    “Committee”
means the committee of the Board designated to administer the Plan as provided in Section 2.1. If no Committee is so designated,
then all references in this Plan to “Committee” shall mean the Board.


 


(e)    “Common
Stock” means the Common Stock of the Company, par value $0.001 per share.


 


(f)    “Company”
means PAXmed Inc., a corporation organized under the laws of the State of Delaware.


 


(g)    “Disability”
means physical or mental impairment as determined under procedures established by the Committee for purposes of the Plan.


 


(h)    “Effective
Date” means the date determined pursuant to Section 11.1.


 


(i)    “Fair
Market Value,” unless otherwise required by any applicable provision of the Code or any regulations issued thereunder,
means, as of any given date: (i) if the Common Stock is listed on a national securities exchange or The Nasdaq Stock Market,
LLC (“Nasdaq”) or is traded on the OTC Bulletin Board (“OTC”), the last sale price of the Common
Stock in the principal trading market for the Common Stock on such date, as reported by the exchange, Nasdaq or OTC, as the
case may be; (ii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) above, such price
as the Committee shall determine, in good faith.


 


(j)    “Holder”
means a person who has received an award under the Plan.


 




    	 



    	 



    




 


(k)    “Incentive
Stock Option” means any Stock Option intended to be and designated as an “incentive stock option” within the
meaning of Section 422 of the Code.


 


(l)    “Non-qualified
Stock Option” means any Stock Option that is not an Incentive Stock Option.


 


(m)    “Normal
Retirement” means retirement from active employment with the Company or any Subsidiary on or after such age which may be
designated by the Committee as “retirement age” for any particular Holder. If no age is designated, it shall be 65.


 


(n)    “Other
Stock-Based Award” means an award under Section 9 that is valued in whole or in part by reference to, or is otherwise based
upon, Common Stock.


 


(o)    “Parent”
means any present or future “parent corporation” of the Company, as such term is defined in Section 424(e) of the Code.


 


(p)    “Plan”
means the PAXmed Inc. 2014 Long-Term Incentive Equity Plan, as hereinafter amended from time to time.


 


(q)    “Repurchase
Value” shall mean the Fair Market Value if the award to be settled under Section 2.2(e) or repurchased under Section 5.2(k)
or 9.2 is comprised of shares of Common Stock and the difference between Fair Market Value and the Exercise Price (if lower than
Fair Market Value) if the award is a Stock Option or Stock Appreciation Right; in each case, multiplied by the number of shares
subject to the award.


 


(r)    “Restricted
Stock” means Common Stock received under an award made pursuant to Section 7 that is subject to restrictions under Section
7.


 


(s)    “SAR
Value” means the excess of the Fair Market Value (on the exercise date) over (a) the exercise price that the participant
would have otherwise had to pay to exercise the related Stock Option or (b) if a Stock Appreciation Right is granted unrelated
to a Stock Option, the Fair Market Value of a share of Common Stock on the date of grant of the Stock Appreciation Right, in either
case, multiplied by the number of shares for which the Stock Appreciation Right is exercised.


 


(t)    “Stock
Appreciation Right” means the right to receive from the Company, without a cash payment to the Company, a number of shares
of Common Stock equal to the SAR Value divided by the Fair Market Value (on the exercise date).


 


(u)    “Stock
Option” or “Option” means any option to purchase shares of Common Stock which is granted pursuant to the Plan.


 


(v)    “Subsidiary”
means any present or future “subsidiary corporation” of the Company, as such term is defined in Section 424(f) of the
Code.


 


(w)    “Vest”
means to become exercisable or to otherwise obtain ownership rights in an award.


 




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Section 2.    Administration.


 


2.1.    Committee Membership.   The Plan shall
be administered by the Board or a Committee. If administered by a Committee, such Committee shall be composed of at least two directors,
all of whom are “outside directors” within the meaning of the regulations issued under Section 162(m) of the Code and
“non-employee” directors within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended. Committee
members shall serve for such term as the Board may in each case determine and shall be subject to removal at any time by the Board.


 


2.2.    Powers of Committee.   The Committee
shall have full authority to award, pursuant to the terms of the Plan: (i) Stock Options, (ii) Stock Appreciation Rights, (iii)
Restricted Stock, and/or (iv) Other Stock-Based Awards. For purposes of illustration and not of limitation, the Committee shall
have the authority (subject to the express provisions of this Plan):


 


(a)    to
select the officers, employees, directors and consultants of the Company or any Subsidiary to whom Stock Options, Stock Appreciation
Rights, Restricted Stock and/or Other Stock-Based Awards may from time to time be awarded hereunder;


 


(b)    to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder (including, but
not limited to, number of shares, share exercise price or types of consideration paid upon exercise of such options, such as other
securities of the Company or other property, any restrictions or limitations, and any vesting, exchange, surrender, cancellation,
acceleration, termination, exercise or forfeiture provisions, as the Committee shall determine);


 


(c)    to
determine any specified performance goals or such other factors or criteria which need to be attained for the vesting of an award
granted hereunder;


 


(d)    to
determine the terms and conditions under which awards granted hereunder are to operate on a tandem basis and/or in conjunction
with or apart from other equity awarded under this Plan and cash and non-cash awards made by the Company or any Subsidiary outside
of this Plan; and


 


(e)    to
make payments and distributions with respect to awards (i.e., to “settle” awards) through cash payments in an
amount equal to the Repurchase Value.


 


The Committee may not modify or amend any outstanding
Option or Stock Appreciation Right to reduce the exercise price of such Option or Stock Appreciation Right, as applicable, below
the exercise price as of the date of grant of such Option or Stock Appreciation Right. In addition, no Option or Stock Appreciation
Right may be granted in exchange for the cancellation or surrender of an Option or Stock Appreciation Right or other award having
a higher exercise price.


 


Notwithstanding anything to the contrary, the
Committee shall not grant to any one Holder in any one calendar year awards for more than 70,000 Shares (as defined below) in the
aggregate.


 




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2.3.    Interpretation of Plan.


 


(a)    Committee
Authority.   Subject to Section 10, the Committee shall have the authority to adopt, alter and repeal such administrative rules,
guidelines and practices governing the Plan as it shall from time to time deem advisable to interpret the terms and provisions
of the Plan and any award issued under the Plan (and to determine the form and substance of all agreements relating thereto), and
to otherwise supervise the administration of the Plan. Subject to Section 10, all decisions made by the Committee pursuant to the
provisions of the Plan shall be made in the Committee’s sole discretion and shall be final and binding upon all persons,
including the Company, its Subsidiaries and Holders.


 


(b)    Incentive
Stock Options.   Anything in the Plan to the contrary notwithstanding, no term or provision of the Plan relating to Incentive
Stock Options (including but not limited to Stock Appreciation rights granted in conjunction with an Incentive Stock Option) or
any Agreement providing for Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority
granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code or, without the consent of the
Holder(s) affected, to disqualify any Incentive Stock Option under such Section 422.


 


Section 3.     Stock Subject to Plan.


 


3.1.      Number of Shares.   Subject to Section
7.1(d), the total number of shares of Common Stock reserved and available for issuance under the Plan shall be 700,000 shares.
Shares of Common Stock under the Plan (“Shares”) may consist, in whole or in part, of authorized and unissued shares
or treasury shares. If any shares of Common Stock that have been granted pursuant to a Stock Option cease to be subject to a Stock
Option, or if any shares of Common Stock that are subject to any Stock Appreciation Right, Restricted Stock award or Other Stock-Based
Award granted hereunder are forfeited, or any such award otherwise terminates without a payment being made to the Holder in the
form of Common Stock, such shares shall again be available for distribution in connection with future grants and awards under the
Plan. Shares of Common Stock that are surrendered by a Holder or withheld by the Company as full or partial payment in connection
with any award under the Plan, as well as any shares of Common Stock surrendered by a Holder or withheld by the Company or one
of its Subsidiaries to satisfy the tax withholding obligations related to any award under the Plan, shall not be available for
subsequent awards under the Plan.


 


3.2.      Adjustment Upon Changes in Capitalization,
Etc.   In the event of any common stock dividend payable on shares of Common Stock, Common Stock split or reverse split, combination
or exchange of shares of Common Stock, or other extraordinary or unusual event which results in a change in the shares of Common
Stock of the Company as a whole, the Committee shall determine, in its sole discretion, whether such change equitably requires
an adjustment in the terms of any award in order to prevent dilution or enlargement of the benefits available under the Plan (including
number of shares subject to the award and the exercise price) or the aggregate number of shares reserved for issuance under the
Plan. Any such adjustments will be made by the Committee, whose determination will be final, binding and conclusive.


 


Section 4.      Eligibility.


 


Awards may be made or granted to employees,
officers, directors and consultants who are deemed to have rendered or to be able to render significant services to the Company
or its Subsidiaries and who are deemed to have contributed or to have the potential to contribute to the


 




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success of the Company and which recipients are qualified to receive
options under the regulations governing Form S-8 registration statements under the Securities Act of 1933, as amended (“Securities
Act”). No Incentive Stock Option shall be granted to any person who is not an employee of the Company or an employee of a
Subsidiary at the time of grant or so qualified as set forth in the immediately preceding sentence. Notwithstanding the foregoing,
an award may also be made or granted to a person in connection with his hiring or retention, or at any time on or after the date
he reaches an agreement (oral or written) with the Company with respect to such hiring or retention, even though it may be prior
to the date the person first performs services for the Company or its Subsidiaries; provided, however, that no portion of any such
award shall vest prior to the date the person first performs such services and the date of grant shall be deemed to be the date
hiring or retention commences.


 


Section 5.    Stock Options.


 


5.1.      Grant and Exercise.   Stock Options
granted under the Plan may be of two types: (i) Incentive Stock Options and (ii) Non-qualified Stock Options. Any Stock Option
granted under the Plan shall contain such terms, not inconsistent with this Plan, or with respect to Incentive Stock Options, not
inconsistent with the Plan and the Code, as the Committee may from time to time approve. The Committee shall have the authority
to grant Incentive Stock Options or Non-qualified Stock Options, or both types of Stock Options which may be granted alone or in
addition to other awards granted under the Plan. To the extent that any Stock Option intended to qualify as an Incentive Stock
Option does not so qualify, it shall constitute a separate Non-qualified Stock Option.


 


5.2.      Terms and Conditions.   Stock Options
granted under the Plan shall be subject to the following terms and conditions:


 


(a)    Option
Term.   The term of each Stock Option shall be fixed by the Committee; provided, however, that an Incentive Stock Option may
be granted only within the ten-year period commencing from the Effective Date and may only be exercised within ten years of the
date of grant (or five years in the case of an Incentive Stock Option granted to an optionee who, at the time of grant, owns Common
Stock possessing more than 10% of the total combined voting power of all classes of voting stock of the Company (“10% Shareholder”)).


 


(b)    Exercise
Price.   The exercise price per share of Common Stock purchasable under a Stock Option shall be determined by the Committee at
the time of grant and may not be less than 100% of the Fair Market Value on the date of grant (or, if greater, the par value of
a share of Common Stock); provided, however, that the exercise price of an Incentive Stock Option granted to a 10% Shareholder
will not be less than 110% of the Fair Market Value on the date of grant.


 


(c)    Exercisability.   Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the
Committee. The Committee intends generally to provide that Stock Options be exercisable only in installments, i.e., that they vest
over time, typically over a four-year period. The Committee may waive such installment exercise provisions at any time at or after
the time of grant in whole or in part, based upon such factors as the Committee determines. Notwithstanding the foregoing, in the
case of an Incentive Stock Option, the aggregate Fair Market Value (on the date of grant of the Option) with respect to which Incentive
Stock Options become


 




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exercisable for the first time by a Holder during any
calendar year (under all such plans of the Company and its Parent and Subsidiaries) shall not exceed $100,000.


 


(d)    Method
of Exercise.   Subject to whatever installment, exercise and waiting period provisions are applicable in a particular case, Stock
Options may be exercised in whole or in part at any time during the term of the Option by giving written notice of exercise to
the Company specifying the number of shares of Common Stock to be purchased. Such notice shall be accompanied by payment in full
of the purchase price, which shall be in cash or, if provided in the Agreement, either in shares of Common Stock (including Restricted
Stock and other contingent awards under this Plan) or partly in cash and partly in such Common Stock, or such other means which
the Committee determines are consistent with the Plan’s purpose and applicable law. Cash payments shall be made by wire transfer,
certified or bank check or personal check, in each case payable to the order of the Company; provided, however, that the Company
shall not be required to deliver certificates for shares of Common Stock with respect to which an Option is exercised until the
Company has confirmed the receipt of good and available funds in payment of the purchase price thereof (except that, in the case
of an exercise arrangement approved by the Committee and described in the last sentence of this paragraph, payment may be made
as soon as practicable after the exercise). The Committee may permit a Holder to elect to pay the Exercise Price upon the exercise
of a Stock Option by irrevocably authorizing a third party to sell shares of Common Stock (or a sufficient portion of the shares)
acquired upon exercise of the Stock Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire
Exercise Price and any tax withholding resulting from such exercise.


 


(e)    Stock
Payments.   Payments in the form of Common Stock shall be valued at the Fair Market Value on the date of exercise. Such payments
shall be made by delivery of stock certificates in negotiable form that are effective to transfer good and valid title thereto
to the Company, free of any liens or encumbrances.


 


(f)    Transferability.   Except as may be set forth in the next sentence of this Section or in the Agreement, no Stock Option shall be transferable by the
Holder other than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Holder’s
lifetime, only by the Holder (or, to the extent of legal incapacity or incompetency, the Holder’s guardian or legal representative).
Notwithstanding the foregoing, a Holder, with the approval of the Committee, may transfer a Non-Qualified Stock Option (i) (A)
by gift, for no consideration, or (B) pursuant to a domestic relations order, in either case, to or for the benefit of the Holder’s
“Immediate Family” (as defined below), or (ii) to an entity in which the Holder and/or members of Holder’s Immediate
Family own more than fifty percent of the voting interest, subject to such limits as the Committee may establish and the execution
of such documents as the Committee may require, and the transferee shall remain subject to all the terms and conditions applicable
to the Non-Qualified Stock Option prior to such transfer. The term “Immediate Family” shall mean any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, any person sharing the Holder’s household
(other than a tenant or employee), a trust in which these persons have more than fifty percent beneficial interest, and a foundation
in which these persons (or the Holder) control the management of the assets. The Committee may, in its sole discretion, permit
transfer of an Incentive Stock Option in a manner consistent with applicable tax and securities law upon the Holder’s request.


 




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(g)    Termination
by Reason of Death.   If a Holder’s employment by, or association with, the Company or a Subsidiary terminates by reason
of death, any Stock Option held by such Holder, unless otherwise determined by the Committee and set forth in the Agreement, shall
thereupon automatically terminate, except that the portion of such Stock Option that has vested on the date of death may thereafter
be exercised by the legal representative of the estate or by the legatee of the Holder under the will of the Holder, for a period
of one year (or such other greater or lesser period as the Committee may specify in the Agreement) from the date of such death
or until the expiration of the stated term of such Stock Option, whichever period is shorter.


 


(h)    Termination
by Reason of Disability.   If a Holder’s employment by, or association with, the Company or any Subsidiary terminates by
reason of Disability, any Stock Option held by such Holder, unless otherwise determined by the Committee and set forth in the Agreement,
shall thereupon automatically terminate, except that the portion of such Stock Option that has vested on the date of termination
may thereafter be exercised by the Holder for a period of one year (or such other greater or lesser period as the Committee may
specify in the Agreement) from the date of such termination or until the expiration of the stated term of such Stock Option, whichever
period is shorter.


 


(i)    Termination
by Reason of Normal Retirement.   Subject to the provisions of Section 12.3, if such Holder’s employment by, or association
with, the Company or any Subsidiary terminates due to Normal Retirement, any Stock Option held by such Holder, unless otherwise
determined by the Committee and set forth in the Agreement, shall thereupon automatically terminate, except that the portion of
such Stock Option that has vested on the date of termination may thereafter be exercised by the Holder for a period of one year
(or such other greater or lesser period as the Committee may specify in the Agreement) from the date of such termination or until
the expiration of the stated term of such Stock Option, whichever period is shorter.


 


(j)    Other
Termination.   Subject to the provisions of Section 12.3, if such Holder’s employment by, or association with, the Company
or any Subsidiary terminates for any reason other than death, Disability or Normal Retirement, any Stock Option held by such Holder,
unless otherwise determined by the Committee and set forth in the Agreement, shall thereupon automatically terminate, except that,
if the Holder’s employment is terminated by the Company or a Subsidiary without cause, the portion of such Stock Option that
has vested on the date of termination may thereafter be exercised by the Holder for a period of three months (or such other greater
or lesser period as the Committee may specify in the Agreement) from the date of such termination or until
the expiration of the stated term of such Stock Option, whichever period is shorter.


 


(k)    Buyout
and Settlement Provisions.   The Committee may at any time, in its sole discretion, offer to repurchase a Stock Option previously
granted, at a purchase price not to exceed the Repurchase Value, based upon such terms and conditions as the Committee shall establish
and communicate to the Holder at the time that such offer is made.


 


(l)    Rights
as Shareholder.   A Holder shall have none of the rights of a Shareholder with respect to the shares subject to the Option until
such shares shall be transferred to the Holder upon the exercise of the Option.


 




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Section 6.      Stock Appreciation Rights.


 


6.1.    Grant and Exercise.   Subject to the
terms and conditions of the Plan, the Committee may grant Stock Appreciation Rights in tandem with an Option or alone and unrelated
to an Option. The Committee may grant Stock Appreciation Rights to participants who have been or are being granted Stock Options
under the Plan as a means of allowing such participants to exercise their Stock Options without the need to pay the exercise price
in cash. In the case of a Non-qualified Stock Option, a Stock Appreciation Right may be granted either at or after the time of
the grant of such Non-qualified Stock Option. In the case of an Incentive Stock Option, a Stock Appreciation Right may be granted
only at the time of the grant of such Incentive Stock Option.


 


6.2.    Terms and Conditions.   Stock Appreciation
Rights shall be subject to the following terms and conditions:


 


(a)    Exercisability.   Stock
Appreciation Rights shall be exercisable as shall be determined by the Committee and set forth in the Agreement, subject, for
Stock Appreciation Rights granted in tandem with an Incentive Stock Option, to the limitations, if any, imposed by the Code with
respect to related Incentive Stock Options.


 


(b)    Termination.   All or a portion of a Stock Appreciation Right granted in tandem with a Stock Option shall terminate and shall no longer be exercisable
upon the termination or after the exercise of the applicable portion of the related Stock Option.


 


(c)    Method
of Exercise.   Stock Appreciation Rights shall be exercisable upon such terms and conditions as shall be determined by the Committee
and set forth in the Agreement and, for Stock Appreciation Rights granted in tandem with a Stock Option, by surrendering the applicable
portion of the related Stock Option. Upon exercise of all or a portion of a Stock Appreciation Right and, if applicable, surrender
of the applicable portion of the related Stock Option, the Holder shall be entitled to receive a number of shares of Common Stock
equal to the SAR Value divided by the Fair Market Value on the date the Stock Appreciation Right is exercised.


 


(d)    Shares
Available Under Plan.   The granting of a Stock Appreciation Right in tandem with a Stock Option shall not affect the number
of shares of Common Stock available for awards under the Plan. The number of shares available for awards under the Plan will, however,
be reduced by the number of shares of Common Stock acquirable upon exercise of the Stock Option to which such Stock Appreciation
Right relates.


 


Section 7.    Restricted Stock.


 


7.1.    Grant.   Shares of Restricted Stock
may be awarded either alone or in addition to other awards granted under the Plan. The Committee shall determine the eligible persons
to whom, and the time or times at which, grants of Restricted Stock will be awarded, the number of shares to be awarded, the price
(if any) to be paid by the Holder, the time or times within which such awards may be subject to forfeiture (“Restriction
Period”), the vesting schedule and rights to acceleration thereof and all other terms and conditions of the awards.


 


7.2.    Terms and Conditions.   Each Restricted
Stock award shall be subject to the following terms and conditions:


 




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(a)    Certificates.   Restricted Stock, when issued, will be represented by a stock certificate or certificates registered in the name of the Holder
to whom such Restricted Stock shall have been awarded. During the Restriction Period, certificates representing the Restricted
Stock and any securities constituting Retained Distributions (as defined below) shall bear a legend to the effect that ownership
of the Restricted Stock (and such Retained Distributions) and the enjoyment of all rights appurtenant thereto are subject to the
restrictions, terms and conditions provided in the Plan and the Agreement. Such certificates shall be deposited by the Holder with
the Company, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer
to the Company of all or any portion of the Restricted Stock and any securities constituting Retained Distributions that shall
be forfeited or that shall not become vested in accordance with the Plan and the Agreement.


 


(b)    Rights
of Holder.   Restricted Stock shall constitute issued and outstanding shares of Common Stock for all corporate purposes. The
Holder will have the right to vote such Restricted Stock and to exercise all other rights, powers and privileges of a holder of
Common Stock with respect to such Restricted Stock, with the exceptions that (i) the Holder will not be entitled to delivery of
the stock certificate or certificates representing such Restricted Stock until the Restriction Period shall have expired and unless
all other vesting requirements with respect thereto shall have been fulfilled; (ii) the Company will retain custody of the stock
certificate or certificates representing the Restricted Stock during the Restriction Period; (iii) the Company will retain custody
of all dividends and distributions (“Retained Distributions”) made, paid or declared with respect to the Restricted
Stock (and such Retained Distributions will be subject to the same restrictions, terms and conditions as are applicable to the
Restricted Stock) until such time, if ever, as the Restricted Stock with respect to which such Retained Distributions shall have
been made, paid or declared shall have become vested and with respect to which the Restriction Period shall have expired; and (iv)
a breach of any of the restrictions, terms or conditions contained in this Plan or the Agreement or otherwise established by the
Committee with respect to any Restricted Stock or Retained Distributions will cause a forfeiture of such Restricted Stock and any
Retained Distributions with respect thereto.


 


(c)    Vesting;
Forfeiture.   Upon the expiration of the Restriction Period with respect to each award of Restricted Stock and the satisfaction
of any other applicable restrictions, terms and conditions (i) all or part of such Restricted Stock shall become vested in accordance
with the terms of the Agreement, and (ii) any Retained Distributions with respect to such Restricted Stock shall become vested
to the extent that the Restricted Stock related thereto shall have become vested. Any such Restricted Stock and Retained Distributions
that do not vest shall be forfeited to the Company and the Holder shall not thereafter have any rights with respect to such Restricted
Stock and Retained Distributions that shall have been so forfeited.


 


Section 8.   Other Stock-Based Awards.


 


Other Stock-Based Awards may be awarded, subject
to limitations under applicable law, that are denominated or payable in, valued in whole or in part by reference to, or otherwise
based on or related to, shares of Common Stock, as deemed by the Committee to be consistent with the purposes of the Plan, including,
without limitation, purchase rights, shares of Common Stock awarded which are not subject to any restrictions or conditions, convertible
or exchangeable debentures, or other rights convertible into shares of Common Stock and awards valued by reference to the value
of securities of or the performance of specified Subsidiaries. These other


 




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stock-based awards may include performance shares or options, whose
award is tied to specific performance criteria. Other Stock-Based Awards may be awarded either alone or in addition to or in tandem
with any other awards under this Plan or any other plan of the Company. Each other Stock-Based Award shall be subject to such terms
and conditions as may be determined by the Committee.


 


Section 9.      Accelerated Vesting and Exercisability.


 


9.1.       Non-Approved Transactions.   If any
one person, or more than one person acting as a group, acquires the ownership of stock of the Company that, together with the stock
held by such person or group, constitutes more than 50% of the total fair market value or combined voting power of the stock of
the Company, and the Board does not authorize or otherwise approve such acquisition, then the vesting periods of any and all Stock
Options and other awards granted and outstanding under the Plan shall be accelerated and all such Stock Options and awards will
immediately and entirely vest, and the respective holders thereof will have the immediate right to purchase and/or receive any
and all Common Stock subject to such Stock Options and awards on the terms set forth in this Plan and the respective Agreements
respecting such Stock Options and awards. An increase in the percentage of stock owned by any one person, or persons acting as
a group, as a result of a transaction in which the Company acquires its stock in exchange for property is not treated as an acquisition
of stock for purposes of this Section 9.1.


 


9.2.     Approved Transactions.   The Committee
may, in the event of an acquisition by any one person, or more than one person acting as a group, together with acquisitions during
the 12-month period ending on the date of the most recent acquisition by such person or persons, of assets from the Company that
have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the
Company immediately before such acquisition or acquisitions, or if any one person, or more than one person acting as a group, acquires
the ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than 50% of
the total fair market value or combined voting power of the stock of the Company, which has been approved by the Company’s
Board of Directors, (i) accelerate the vesting of any and all Stock Options and other awards granted and outstanding under the
Plan, or (ii) require a Holder of any award granted under this Plan to relinquish such award to the Company upon the tender by
the Company to Holder of cash in an amount equal to the Repurchase Value of such award. For this purpose, gross fair market value
means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities
associated with such assets.


 


9.3.      Code Section 409A.   Notwithstanding any provisions of this Plan or any award granted hereunder to the contrary, no acceleration shall occur with respect
to any award to the extent such acceleration would cause the Plan or an award granted hereunder to fail to comply with Code Section
409A.


 


Section 10. Amendment and Termination.


 


The Board may at any time, and from time to
time, amend alter, suspend or discontinue any of the provisions of the Plan, but no amendment, alteration, suspension or discontinuance
shall be made that would impair the rights of a Holder under any Agreement theretofore entered into hereunder, without the Holder’s
consent, except as set forth in this Plan.


 




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Section 11. Term of Plan.


 


11.1.      Effective Date.   The Effective
Date of the Plan shall be the date on which the Plan is adopted by the Board. Awards may be granted under the Plan at any time
after the Effective Date and before the date fixed herein for termination of the Plan; provided, however, that if the Plan is not
approved by the affirmative vote of the holders of a majority of the Common Stock cast at a duly held stockholders’ meeting
at which a quorum is, either in person or by proxy, present and voting within one year from the Effective Date, then (i) no Incentive
Stock Options may be granted hereunder and (ii) all Incentive Stock Options previously granted hereunder shall be automatically
converted into Non-qualified Stock Options.


 


11.2.      Termination Date.   Unless terminated
by the Board, this Plan shall continue to remain effective until such time as no further awards may be granted and all awards granted
under the Plan are no longer outstanding. Notwithstanding the foregoing, grants of Incentive Stock Options may be made only during
the ten-year period beginning on the Effective Date.


 


Section 12.     General Provisions.


 


12.1.      Written Agreements.   Each award
granted under the Plan shall be confirmed by, and shall be subject to the terms of, the Agreement executed by the Company and the
Holder, or such other document as may be determined by the Committee. The Committee may terminate any award made under the Plan
if the Agreement relating thereto is not executed and returned to the Company within 10 days after the Agreement has been delivered
to the Holder for his or her execution.


 


12.2.     Unfunded Status of Plan.   The Plan
is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments
not yet made to a Holder by the Company, nothing contained herein shall give any such Holder any rights that are greater than those
of a general creditor of the Company.


 


12.3.    Employees.


 


(a)    Engaging
in Competition With the Company; Solicitation of Customers and Employees; Disclosure of Confidential Information.   If a Holder’s
employment with the Company or a Subsidiary is terminated for any reason whatsoever, and within 12 months after the date thereof
such Holder either (i) accepts employment with any competitor of, or otherwise engages in competition with, the Company or any
of its Subsidiaries, (ii) solicits any customers or employees of the Company or any of its Subsidiaries to do business with or
render services to the Holder or any business with which the Holder becomes affiliated or to which the Holder renders services
or (iii) uses or discloses to anyone outside the Company any confidential information or material of the Company or any of its
Subsidiaries in violation of the Company’s policies or any agreement between the Holder and the Company or any of its Subsidiaries,
the Committee, in its sole discretion, may require such Holder to return to the Company the economic value of any award that was
realized or obtained by such Holder at any time during the period beginning on the date that is six months prior to the date such
Holder’s employment with the Company is terminated; provided, however, that if the Holder is a resident of the State of California,
such right must be exercised by the Company for cash within six months after the date of termination of the Holder’s service
to the Company or within six months after exercise of the applicable Stock Option, whichever is later. In such event, Holder agrees
to remit to the Company, in cash, an amount equal to the difference between the Fair Market Value of the Shares on the date of
termination (or the


 




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sales price of such Shares if the Shares were sold during
such six month period) and the price the Holder paid the Company for such Shares.


 


(b)    Termination
for Cause.   If a Holder’s employment with the Company or a Subsidiary is terminated for cause, the Committee may, in its
sole discretion, require such Holder to return to the Company the economic value of any award that was realized or obtained by
such Holder at any time during the period beginning on that date that is six months prior to the date such Holder’s employment
with the Company is terminated. In such event, Holder agrees to remit to the Company, in cash, an amount equal to the difference
between the Fair Market Value of the Shares on the date of termination (or the sales price of such Shares if the Shares were sold
during such six month period) and the price the Holder paid the Company for such Shares.


 


(c)    No
Right of Employment.   Nothing contained in the Plan or in any award hereunder shall be deemed to confer upon any Holder who
is an employee of the Company or any Subsidiary any right to continued employment with the Company or any Subsidiary, nor shall
it interfere in any way with the right of the Company or any Subsidiary to terminate the employment of any Holder who is an employee
at any time.


 


12.4.      Investment Representations; Company
Policy.   The Committee may require each person acquiring shares of Common Stock pursuant to a Stock Option or other award under
the Plan to represent to and agree with the Company in writing that the Holder is acquiring the shares for investment without a
view to distribution thereof. Each person acquiring shares of Common Stock pursuant to a Stock Option or other award under the
Plan shall be required to abide by all policies of the Company in effect at the time of such acquisition and thereafter with respect
to the ownership and trading of the Company’s securities.


 


12.5.      Additional Incentive Arrangements.
Nothing contained in the Plan shall prevent the Board from adopting such other or additional incentive arrangements as it may deem
desirable, including, but not limited to, the granting of Stock Options and the awarding of Common Stock and cash otherwise than
under the Plan; and such arrangements may be either generally applicable or applicable only in specific cases.


 


12.6.      Withholding Taxes.   Not later than
the date as of which an amount must first be included in the gross income of the Holder for Federal income tax purposes with respect
to any Stock Option or other award under the Plan, the Holder shall pay to the Company, or make arrangements satisfactory to the
Committee regarding the payment of, any Federal, state and local taxes of any kind required by law to be withheld or paid with
respect to such amount. If permitted by the Committee, tax withholding or payment obligations may be settled with Common Stock,
including Common Stock that is part of the award that gives rise to the withholding requirement. The obligations of the Company
under the Plan shall be conditioned upon such payment or arrangements and the Company or the Holder’s employer (if not the
Company) shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise
due to the Holder from the Company or any Subsidiary.


 


12.7.      Governing
Law.   The Plan and all awards made and actions taken thereunder shall be governed by and construed in accordance
with the law of the State of Delaware (without regard to choice of law provisions).


 


12.8.      Other
Benefit Plans.   Any award granted under the Plan shall not be deemed compensation for purposes of computing
benefits under any retirement plan of the Company or


 




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any Subsidiary and shall not affect any benefits under any other
benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation
(unless required by specific reference in any such other plan to awards under this Plan).


 


12.9.      Non-Transferability.   Except
as otherwise expressly provided in the Plan or the Agreement, no right or benefit under the Plan may be alienated, sold, assigned,
hypothecated, pledged, exchanged, transferred, encumbranced or charged, and any attempt to alienate, sell, assign, hypothecate,
pledge, exchange, transfer, encumber or charge the same shall be void.


 


12.10.      Applicable
Laws.   The obligations of the Company with respect to all Stock Options and awards under the Plan shall be
subject to (i) all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required,
including, without limitation, the Securities Act, and (ii) the rules and regulations of any securities exchange on which the
Common Stock may be listed.


 


12.11.      Conflicts.   If
any of the terms or provisions of the Plan or an Agreement conflict with the requirements of Section 422 of the Code, then such
terms or provisions shall be deemed inoperative to the extent they so conflict with such requirements. Additionally, if this Plan
or any Agreement does not contain any provision required to be included herein under Section 422 of the Code, such provision shall
be deemed to be incorporated herein and therein with the same force and effect as if such provision had been set out at length
herein and therein. If any of the terms or provisions of any Agreement conflict with any terms or provisions of the Plan, then
such terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of the Plan. Additionally,
if any Agreement does not contain any provision required to be included therein under the Plan, such provision shall be deemed
to be incorporated therein with the same force and effect as if such provision had been set out at length therein.


 


12.12.      Certain
Awards Deferring or Accelerating the Receipt of Compensation.   To the extent applicable, all awards granted,
and all Agreements entered into, under the Plan are intended to comply with Section 409A of the Code, which was added by the American
Jobs Creation Act of 2004 and relates to deferred compensation under nonqualified deferred compensation plans. The Committee,
in administering the Plan, intends, and the parties entering into any Agreement intend, to restrict provisions of any awards that
may constitute deferred receipt of compensation subject to Code Section 409A requirements to those consistent with this Section.
The Board may amend the Plan to comply with Code Section 409A in the future.


 


12.13.      Non-Registered
Stock.   The shares of Common Stock to be distributed under this Plan have not been, as of the Effective Date,
registered under the Securities Act or any applicable state or foreign securities laws and the Company has no obligation to any
Holder to register the Common Stock or to assist the Holder in obtaining an exemption from the various registration requirements,
or to list the Common Stock on a national securities exchange or any other trading or quotation system, including Nasdaq.





 



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