Exhibit 4.3


 


1847 GOEDEKER INC.


 


2020 EQUITY INCENTIVE PLAN


 


1. Purpose;
Eligibility.




 


1.1. General
Purpose. The name of this plan is the 1847 Goedeker Inc. 2020 Equity Incentive Plan (the “Plan”). The purposes
of the Plan are to (a) enable 1847 Goedeker Inc., a Delaware corporation (the “Company”), and any Affiliate
to attract and retain the types of Employees, Consultants and Directors who will contribute to the Company’s long-term success;
(b) provide incentives that align the interests of Employees, Consultants and Directors with those of the stockholders of the Company;
and (c) promote the success of the Company’s business.


 


1.2. Eligible
Award Recipients. The persons eligible to receive Awards are the Employees, Consultants and Directors of the Company and its
Affiliates and such other individuals designated by the Committee who are reasonably expected to become Employees, Consultants
and Directors after the receipt of Awards.


 


1.3. Available
Awards. Awards that may be granted under the Plan include: (a) Incentive Stock Options, (b) Non-qualified Stock Options, (c)
Stock Appreciation Rights, (d) Restricted Awards, (e) Performance Share Awards, and (f) Performance Compensation Awards.


 


2. Definitions.




 


“Affiliate” means
a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under common
control with, the Company.


 


“Applicable
Laws” means the requirements related to or implicated by the administration of the Plan under applicable state corporate
law, United States federal and state securities laws, the Code, any stock exchange or quotation system on which the shares of Common
Stock are listed or quoted, and the applicable laws of any foreign country or jurisdiction where Awards are granted under the Plan.


 


“Award” means
any right granted under the Plan, including an Incentive Stock Option, a Non-qualified Stock Option, a Stock Appreciation Right,
a Restricted Award, a Performance Share Award or a Performance Compensation Award.


 


“Award Agreement” means
a written agreement, contract, certificate or other instrument or document evidencing the terms and conditions of an individual
Award granted under the Plan which may, in the discretion of the Company, be transmitted electronically to any Participant. Each
Award Agreement shall be subject to the terms and conditions of the Plan.


 


“Beneficial
Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in
calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange
Act), such “person” shall be deemed to have beneficial ownership of all securities that such “person” has
the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable
only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding
meaning.


 


“Board” means
the Board of Directors of the Company, as constituted at any time.


 






     


     


    

 


“Cause” means:


 


 With respect
to any Employee or Consultant: (a) if the Employee or Consultant is a party to an employment or service agreement with the Company
or its Affiliates and such agreement provides for a definition of Cause, the definition contained therein; or (b) if no such agreement
exists, or if such agreement does not define Cause: (i) the commission of, or plea of guilty or no contest to, a felony or a crime
involving moral turpitude or the commission of any other act involving willful malfeasance or material fiduciary breach with respect
to the Company or an Affiliate; (ii) conduct that results in or is reasonably likely to result in harm to the reputation or business
of the Company or any of its Affiliates; (iii) gross negligence or willful misconduct with respect to the Company or an Affiliate;
or (iv) material violation of state or federal securities laws.


 


With respect to any
Director, a determination by a majority of the disinterested Board members that the Director has engaged in any of the following:
(a) malfeasance in office; (b) gross misconduct or neglect; (c) false or fraudulent misrepresentation inducing the director’s
appointment; (d) willful conversion of corporate funds; or (e) repeated failure to participate in Board meetings on a regular basis
despite having received proper notice of the meetings in advance.


 


The Committee, in its
absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged
for Cause.


 


“Change in
Control” means (a) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of
the Company and its subsidiaries, taken as a whole, to any Person that is not a subsidiary of the Company; (b) the Incumbent Directors
cease for any reason to constitute at least a majority of the Board; (c) the date which is 10 business days prior to the consummation
of a complete liquidation or dissolution of the Company; (d) the acquisition by any Person of Beneficial Ownership of more than
50% (on a fully diluted basis) of either (i) the then outstanding shares of Common Stock of the Company, taking into account as
outstanding for this purpose such Common Stock issuable upon the exercise of options or warrants, the conversion of convertible
stock or debt, and the exercise of any similar right to acquire such Common Stock (the “Outstanding Company Common Stock”)
or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election
of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this Plan,
the following acquisitions shall not constitute a Change in Control: (A) any acquisition by the Company or any Affiliate, (B) any
acquisition by any employee benefit plan sponsored or maintained by the Company or any subsidiary, (C) any acquisition which complies
with clauses, (i), (ii) and (iii) of subsection (e) of this definition or (D) in respect of an Award held by a particular Participant,
any acquisition by the Participant or any group of persons including the Participant (or any entity controlled by the Participant
or any group of persons including the Participant); or (e) the consummation of a reorganization, merger, consolidation, statutory
share exchange or similar form of corporate transaction involving the Company that requires the approval of the Company’s
stockholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”),
unless immediately following such Business Combination: (i) more than 50% of the total voting power of (A) the entity resulting
from such Business Combination (the “Surviving Company”), or (B) if applicable, the ultimate parent entity that
directly or indirectly has beneficial ownership of sufficient voting securities eligible to elect a majority of the members of
the board of directors (or the analogous governing body) of the Surviving Company (the “Parent Company”), is
represented by the Outstanding Company Voting Securities that were outstanding immediately prior to such Business Combination (or,
if applicable, is represented by shares into which the Outstanding Company Voting Securities were converted pursuant to such Business
Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of the
Outstanding Company Voting Securities among the holders thereof immediately prior to the Business Combination; (ii) no Person (other
than any employee benefit plan sponsored or maintained by the Surviving Company or the Parent Company) is or becomes the Beneficial
Owner, directly or indirectly, of 50% or more of the total voting power of the outstanding voting securities eligible to elect
members of the board of directors of the Parent Company (or the analogous governing body) (or, if there is no Parent Company, the
Surviving Company); and (iii) at least a majority of the members of the board of directors (or the analogous governing body) of
the Parent Company (or, if there is no Parent Company, the Surviving Company) following the consummation of the Business Combination
were Board members at the time of the Board’s approval of the execution of the initial agreement providing for such Business
Combination. The foregoing notwithstanding, in no event shall a Change in Control be deemed to have occurred unless such change
shall satisfy the definition of a change in control under Section 409A of the Code.


 






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“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.


 


“Committee” means
the compensation committee of the Board, or if no such committee has been established, the full Board, or a committee of one or
more members appointed to administer the Plan in accordance with Section 3.3 and Section 3.4.


 


“Common Stock” means
the common stock, $0.0001 par value per share, of the Company, or such other securities of the Company as may be designated by
the Committee from time to time in substitution thereof.


 


“Consultant” means
any individual who is engaged by the Company or any Affiliate to render consulting or advisory services.


 


“Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Consultant
or Director, is not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated
merely because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee,
Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is
no interruption or termination of the Participant’s Continuous Service; provided further that if any Award is subject
to Section 409A of the Code, this sentence shall only be given effect to the extent consistent with Section 409A of the Code. For
example, a change in status from an Employee of the Company to a Director of an Affiliate will not constitute an interruption of
Continuous Service. The Committee or its delegate, in its sole discretion, may determine whether Continuous Service shall be considered
interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal
or family leave of absence.


 


“Covered Employee” has
the same meaning as set forth in Section 162(m)(3) of the Code, as interpreted by IRS Notice 2007-49.


 


“Director” means
a member of the Board.


 


“Disability” means
that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment; provided, however, for purposes of determining the term of an Incentive Stock Option pursuant to Section
6.10 hereof, the term Disability shall have the meaning ascribed to it under Section 22(e)(3) of the Code. The determination
of whether an individual has a Disability shall be determined under procedures established by the Committee. Except in situations
where the Committee is determining Disability for purposes of the term of an Incentive Stock Option pursuant to Section 6.10
hereof within the meaning of Section 22(e)(3) of the Code, the Committee may rely on any determination that a Participant is disabled
for purposes of benefits under any long-term disability plan maintained by the Company or any Affiliate in which a Participant
participates. The foregoing notwithstanding, in no event shall a Disability be deemed to have occurred unless such disability satisfies
the requirements of Section 409A of the Code.


 






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“Effective
Date” shall mean July 30, 2020.


 


“Employee” means
any person, including an Officer or Director, employed by the Company or an Affiliate; provided, that, for purposes
of determining eligibility to receive Incentive Stock Options, an Employee shall mean an employee of the Company or a parent or
subsidiary corporation within the meaning of Section 424 of the Code. Mere service as a Director or payment of a director’s
fee by the Company or an Affiliate shall not be sufficient to constitute “employment” by the Company or an Affiliate.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Fair Market
Value” means, as of any date, the value of the Common Stock as determined below. If the Common Stock is listed on
any established stock exchange or a national market system, including without limitation, the New York Stock Exchange or the Nasdaq
Stock Market, the Fair Market Value shall be the closing price of a share of Common Stock (or if no sales were reported the closing
price on the date immediately preceding such date) as quoted on such exchange or system on the day of determination, as reported
in the Wall Street Journal or similar publication. In the absence of an established market for the Common Stock, the Fair
Market Value shall be determined in good faith by the Committee and such determination shall be conclusive and binding on all persons.


 


“Grant Date” means
the date on which the Committee adopts a resolution, or takes other appropriate action, expressly granting an Award to a Participant
that specifies the key terms and conditions of the Award or, if a later date is set forth in such resolution, then such date as
is set forth in such resolution.


 


“Incentive
Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422
of the Code.


 


“Incumbent
Directors” means individuals who, on the Effective Date, constitute the Board, provided that any individual
becoming a Director subsequent to the Effective Date whose election or nomination for election to the Board was approved by a vote
of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement
of the Company in which such person is named as a nominee for Director without objection to such nomination) shall be an Incumbent
Director. No individual initially elected or nominated as a director of the Company as a result of an actual or threatened election
contest with respect to Directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any
person other than the Board shall be an Incumbent Director.


 


“Negative
Discretion” means the discretion authorized by the Plan to be applied by the Committee to eliminate or reduce the
size of a Performance Compensation Award in accordance with Section 7.4(d)(iv) of the Plan. “Non-Employee
Director” means a Director who is a “non-employee director” within the meaning of Rule 16b-3.


 


“Non-qualified
Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock
Option.


 






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“Officer” means
a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder.



 


“Option” means
an Incentive Stock Option or a Non-qualified Stock Option granted pursuant to the Plan.


 


“Optionholder” means
a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.


 


“Option Exercise
Price” means the price at which a share of Common Stock may be purchased upon the exercise of an Option.


 


“Outside Director” means
a Director who is not a current employee of the Company, is not a former employee of the Company who receives compensation for
prior services (other than benefits under a tax-qualified retirement plan) during the year, has not been an officer of the Company
and does not receive remuneration from the Company, directly or indirectly, in any capacity other than as a director.


 


“Participant” means
an eligible person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding
Award.


 


“Performance
Compensation Award” means any Award designated by the Committee as a Performance Compensation Award pursuant to
Section 7.4 of the Plan.


 


“Performance
Criteria” means the criterion or criteria that the Committee shall select for purposes of establishing the Performance
Goal(s) for a Performance Period with respect to any Performance Compensation Award under the Plan. The Performance Criteria that
will be used to establish the Performance Goal(s) shall be based on the attainment of specific levels of performance of the Company
(or Affiliate, division, business unit or operational unit of the Company) and may include the following: (a) net earnings
or net income (before or after taxes); (b) basic or diluted earnings per share (before or after taxes); (c) net revenue or net
revenue growth; (d) gross revenue; (e) gross profit or gross profit growth; (f) net operating profit (before or after taxes); (g)
return on assets, capital, invested capital, equity, or sales; (h) cash flow (including, but not limited to, operating cash flow,
free cash flow, and cash flow return on capital); (i) earnings before or after taxes, interest, depreciation and/or amortization;
(j) gross or operating margins; (k) improvements in capital structure; (l) budget and expense management; (m) productivity ratios;
(n) economic value added or other value added measurements; (o) share price (including, but not limited to, growth measures and
total stockholder return); (p) expense targets; (q) margins; (r) operating efficiency; (s) working capital targets; (t) enterprise
value; (u) safety record; (v) completion of acquisitions or business expansion; (w) achieving research and development goals and
milestones; (x) achieving product commercialization goals; and (y) other criteria as may be set by the Committee from time to time.


 


Any one or more of
the Performance Criteria may be used on an absolute or relative basis to measure the performance of the Company and/or an Affiliate
as a whole or any division, business unit or operational unit of the Company and/or an Affiliate or any combination thereof, as
the Committee may deem appropriate, or as compared to the performance of a group of comparable companies, or published or special
index that the Committee, in its sole discretion, deems appropriate, or the Committee may select Performance Criterion (o) above
as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award
based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph, provided such accelerated
vesting does not violate the rules of Code Section 409A. The Committee shall, within the first 90 days of a Performance Period
(or, such longer or shorter time period as the Committee shall determine) define in an objective fashion the manner of calculating
the Performance Criteria it selects to use for such Performance Period. In the event that applicable tax and/or securities laws
change to permit the Committee discretion to alter the governing Performance Criteria without obtaining stockholder approval of
such changes, the Committee shall have sole discretion to make such changes without obtaining stockholder approval.


 






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“Performance
Formula” means, for a Performance Period, the one or more objective formulas applied against the relevant Performance
Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but
less than all, or none of the Performance Compensation Award has been earned for the Performance Period.


 


“Performance
Goals” means, for a Performance Period, the one or more goals established by the Committee for the Performance Period
based upon the Performance Criteria. The Committee is authorized at any time during the first 90 days of a Performance Period (or
such longer or shorter time period as the Committee shall determine) or at any time thereafter, in its sole and absolute discretion,
to adjust or modify the calculation of a Performance Goal for such Performance Period to the extent permitted under Section 409A
of the Code in order to prevent the dilution or enlargement of the rights of Participants based on the following events: (a) asset
write-downs; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting principles, or
other laws or regulatory rules affecting reported results; (d) any reorganization and restructuring programs; (e) extraordinary
nonrecurring items as described in Accounting Principles Board Opinion No. 30 (or any successor or pronouncement thereto) and/or
in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s
annual report to stockholders for the applicable year; (f) acquisitions or divestitures; (g) any other specific unusual or nonrecurring
events, or objectively determinable category thereof; (h) foreign exchange gains and losses; and (i) a change in the Company’s
fiscal year.


 


“Performance
Period” means the one or more periods of time not less than one fiscal quarter in duration, as the Committee may
select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s
right to and the payment of a Performance Compensation Award.


 


“Performance
Share” means the grant of a right to receive a number of actual shares of Common Stock or share units based upon
the performance of the Company during a Performance Period, as determined by the Committee.


 


“Permitted
Transferee” means: (a) a member of the Optionholder’s immediate family (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 Optionholder’s household (other
than a tenant or employee), a trust in which these persons have more than 50% of the beneficial interest, a foundation in which
these persons (or the Optionholder) control the management of assets, and any other entity in which these persons (or the Optionholder)
own more than 50% of the voting interests; (b) third parties designated by the Committee in connection with a program established
and approved by the Committee pursuant to which Participants may receive a cash payment or other consideration in consideration
for the transfer of a Non-qualified Stock Option; and (c) such other transferees as may be permitted by the Committee in its sole
discretion.


 


“Restricted
Award” means any Award granted pursuant to Section 7.2(a).


 


“Rule 16b-3” means
Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.


 






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


 


“Stock Appreciation
Right” means the right pursuant to an Award granted under Section 7.1 to receive, upon exercise, an
amount payable in cash or shares equal to the number of shares subject to the Stock Appreciation Right that is being exercised
multiplied by the excess of (a) the Fair Market Value of a share of Common Stock on the date the Award is exercised, over (b) the
exercise price specified in the Stock Appreciation Right Award Agreement.



 


“Ten Percent
Stockholder” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing
more than 10% of the total combined voting power of all classes of stock of the Company or of any of its Affiliates.


 


3. Administration.




 


3.1. Authority
of Committee. The Plan shall be administered by the Committee or, in the Board’s sole discretion, by the Board. Subject
to the terms of the Plan and the provisions of Section 409A of the Code, the Committee’s charter and Applicable Laws, and
in addition to other express powers and authorization conferred by the Plan, the Committee shall have the authority:


 


(a) to
construe and interpret the Plan and apply its provisions;


 


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


 


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


 


(d) to
delegate its authority to one or more Officers of the Company with respect to Awards that do not involve Covered Employees or “insiders”
within the meaning of Section 16 of the Exchange Act;


 


(e) to
determine when Awards are to be granted under the Plan and the applicable Grant Date;


 


(f) from
time to time to select, subject to the limitations set forth in this Plan, those Participants to whom Awards shall be granted;


 


(g) to
determine the number of shares of Common Stock to be made subject to each Award;


 


(h) to
determine whether each Option is to be an Incentive Stock Option or a Non-qualified Stock Option;


 


(i) to
prescribe the terms and conditions of each Award, including, without limitation, the exercise price and medium of payment and vesting
provisions, and to specify the provisions of the Award Agreement relating to such grant;


 


(j) to
determine the target number of Performance Shares to be granted pursuant to a Performance Share Award, the performance measures
that will be used to establish the performance goals, the performance period(s) and the number of Performance Shares earned by
a Participant;


 


(k) to
designate an Award (including a cash bonus) as a Performance Compensation Award and to select the Performance Criteria that will
be used to establish the Performance Goals;


 






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(l) to
amend any outstanding Awards, including for the purpose of modifying the time or manner of vesting, or the term of any outstanding
Award; provided, however, that if any such amendment impairs a Participant’s rights or increases a Participant’s
obligations under his or her Award or creates or increases a Participant’s federal income tax liability with respect to an
Award, such amendment shall also be subject to the Participant’s consent;



 


(m) to
determine the duration and purpose of leaves of absences which may be granted to a Participant without constituting termination
of their employment for purposes of the Plan, which periods shall be no shorter than the periods generally applicable to Employees
under the Company’s employment policies;


 


(n) to
make decisions with respect to outstanding Awards that may become necessary upon a change in corporate control or an event that
triggers anti-dilution adjustments;


 


(o) to
interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument
or agreement relating to, or Award granted under, the Plan; and


 


(p) to
exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration
of the Plan.


 


The Committee also
may modify the purchase price or the exercise price of any outstanding Award, provided that if the modification effects
a repricing, stockholder approval shall be required before the repricing is effective.


 


3.2. Committee
Decisions Final. All decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on the
Company and the Participants, unless such decisions are determined by a court having jurisdiction to be arbitrary and capricious.


 


3.3. Delegation.
The Committee may delegate administration of the Plan to a subcommittee or subcommittees of one or more members of the Committee,
and the term “Committee” shall apply to any person or persons to whom such authority has been delegated. The Committee
shall have the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and
references in this Plan to the Board or the Committee shall thereafter be to the committee or subcommittee), subject, however,
to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board
may abolish the Committee at any time and re-vest in the Board the administration of the Plan. The members of the Committee shall
be appointed by and serve at the pleasure of the Board. From time to time, the Board may increase or decrease the size of the
Committee, add additional members to, remove members (with or without cause) from, appoint new members in substitution therefor,
and fill vacancies, however caused, in the Committee. The Committee shall act pursuant to a vote of the majority of its members
or, in the case of a Committee comprised of only two members, the unanimous consent of its members, whether present or not, or
by the written consent of the majority of its members and minutes shall be kept of all of its meetings and copies thereof shall
be provided to the Board. Subject to the limitations prescribed by the Plan and the Board, the Committee may establish and follow
such rules and regulations for the conduct of its business as it may determine to be advisable.


 


3.4. Committee
Composition. Except as otherwise determined by the Board, the Committee shall consist solely of two or more Non-Employee Directors
who are also Outside Directors. The Board shall have discretion to determine whether or not it intends to comply with the exemption
requirements of Rule 16b-3. However, if the Board intends to satisfy such exemption requirements, with respect to Awards to any
Covered Employee and with respect to any insider subject to Section 16 of the Exchange Act, the Committee shall be a compensation
committee of the Board that at all times consists solely of two or more Non-Employee Directors who are also Outside Directors.
Within the scope of such authority, the Board or the Committee may (a) delegate to a committee of one or more members of the Board
who are not Outside Directors the authority to grant Awards to eligible persons who are not then Covered Employees and are not
expected to be Covered Employees at the time of recognition of income resulting from such Award or (b) delegate to a committee
of one or more members of the Board who are not Non-Employee Directors the authority to grant Awards to eligible persons who are
not then subject to Section 16 of the Exchange Act. 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 who are also Outside Directors.


 






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3.5. Indemnification.
In addition to such other rights of indemnification as they may have as Directors or members of the Committee, and to the extent
allowed by Applicable Laws, the Committee shall be indemnified by the Company against the reasonable expenses, including attorney’s
fees, actually incurred in connection with any action, suit or proceeding or in connection with any appeal therein, to which the
Committee may be party by reason of any action taken or failure to act under or in connection with the Plan or any Award granted
under the Plan, and against all amounts paid by the Committee in settlement thereof (provided, however, that the settlement
has been approved by the Company, which approval shall not be unreasonably withheld) or paid by the Committee in satisfaction of
a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action,
suit or proceeding that such Committee did not act in good faith and in a manner which such person reasonably believed to be in
the best interests of the Company, or in the case of a criminal proceeding, had no reason to believe that the conduct complained
of was unlawful; provided, however, that within 60 days after institution of any such action, suit or proceeding, such Committee
shall, in writing, offer the Company the opportunity at its own expense to handle and defend such action, suit or proceeding.


 


4. Shares
Subject to the Plan.




 


4.1. Subject
to adjustment in accordance with Section 11, a total of 550,000 shares of Common Stock shall be available for the
grant of Awards under the Plan. Any shares of Common Stock granted in connection with Options and Stock Appreciation Rights shall
be counted against this limit as one (1) share for every one (1) Option or Stock Appreciation Right awarded. Any shares of Common
Stock granted in connection with Awards other than Options and Stock Appreciation Rights shall be counted against this limit as
two (2) shares of Common Stock for every one (1) share of Common Stock granted in connection with such Award. During the terms
of the Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Awards.


 


4.2. Shares
of Common Stock available for distribution under the Plan may consist, in whole or in part, of authorized and unissued shares,
treasury shares or shares reacquired by the Company in any manner.


 


4.3. Any
shares of Common Stock subject to an Award that is canceled, forfeited or expires prior to exercise or realization, either in full
or in part, shall again become available for issuance under the Plan. Any shares of Common Stock that again become available for
future grants pursuant to this Section 4.3 shall be added back as one (1) share if such shares were subject to Options
or Stock Appreciation Rights and as two (2) shares if such shares were subject to other Awards. Notwithstanding anything to the
contrary contained herein: shares subject to an Award under the Plan shall not again be made available for issuance or delivery
under the Plan if such shares are (a) shares tendered in payment of an Option, (b) shares delivered or withheld by the Company
to satisfy any tax withholding obligation, or (c) shares covered by a stock-settled Stock Appreciation Right or other Awards that
were not issued upon the settlement of the Award.


 


5. Eligibility.




 


5.1. Eligibility
for Specific Awards. Incentive Stock Options may be granted only to Employees. Awards other than Incentive Stock Options may
be granted to Employees, Consultants and Directors and those individuals whom the Committee determines are reasonably expected
to become Employees, Consultants and Directors following the Grant Date.


 






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5.2. Ten
Percent Stockholders. A Ten Percent Stockholder shall not be granted an Incentive Stock Option unless the Option Exercise Price
is at least 110% of the Fair Market Value of the Common Stock at the Grant Date and the Option is not exercisable after the expiration
of five years from the Grant Date.


 


6. Option
Provisions. Each Option granted under the Plan shall be evidenced by an Award Agreement. Each Option so granted shall be subject
to the conditions set forth in this Section 6, and to such other conditions not inconsistent with the Plan as may
be reflected in the applicable Award Agreement. All Options shall be separately designated Incentive Stock Options or Non-qualified
Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for
shares of Common Stock purchased on exercise of each type of Option. Notwithstanding the foregoing, the Company shall have no liability
to any Participant or any other person if an Option designated as an Incentive Stock Option fails to qualify as such at any time
or if an Option is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A
of the Code and the terms of such Option do not satisfy the requirements of Section 409A of the Code. The provisions of separate
Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option
or otherwise) the substance of each of the following provisions:


 


6.1. Term.
Subject to the provisions of Section 5.2 regarding Ten Percent Stockholders, no Incentive Stock Option shall be exercisable
after the expiration of 10 years from the Grant Date. The term of a Non-qualified Stock Option granted under the Plan shall be
determined by the Committee; provided, however, no Non-qualified Stock Option shall be exercisable after the expiration
of 10 years from the Grant Date.


 


6.2. Exercise
Price of An Incentive Stock Option. Subject to the provisions of Section 5.2 regarding Ten Percent Stockholders,
the Option Exercise Price of each Incentive Stock Option shall be not less than 100% of the Fair Market Value of the Common Stock
subject to the Option on the Grant Date. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an Option
Exercise Price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution
for another option in a manner satisfying the provisions of Section 424(a) of the Code.


 


6.3. Exercise
Price of a Non-qualified Stock Option. The Option Exercise Price of each Non-qualified Stock Option shall be not less than
100% of the Fair Market Value of the Common Stock subject to the Option on the Grant Date. Notwithstanding the foregoing, a Non-qualified
Stock Option may be granted with an Option Exercise Price lower than that set forth in the preceding sentence if such Option is
granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 409A of the
Code.


 






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6.4. Consideration.
The Option Exercise Price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes
and regulations, either (a) in cash or by certified or bank check at the time the Option is exercised or (b) in the discretion
of the Committee, upon such terms as the Committee shall approve, the Option Exercise Price may be paid: (i) by delivery to the
Company of other Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal
to the Option Exercise Price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby
the Participant identifies for delivery specific shares of Common Stock that have an aggregate Fair Market Value on the date of
attestation equal to the Option Exercise Price (or portion thereof) and receives a number of shares of Common Stock equal to the
difference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “Stock
for Stock Exchange”); (ii) a “cashless” exercise program established with a broker; (iii) by reduction in
the number of shares of Common Stock otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate
Option Exercise Price at the time of exercise; (iv) any combination of the foregoing methods; or (v) in any other form of legal
consideration that may be acceptable to the Committee. Unless otherwise specifically provided in the Option, the exercise price
of Common Stock acquired pursuant to an Option that is paid by delivery (or attestation) to the Company of other Common Stock acquired,
directly or indirectly from the Company, shall be paid only by shares of the Common Stock of the Company that have been held for
more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting
purposes). Notwithstanding the foregoing, during any period for which the Common Stock is publicly traded (i.e., the Common Stock
is listed on any established stock exchange or a national market system) an exercise by a Director or Officer that involves or
may involve a direct or indirect extension of credit or arrangement of an extension of credit by the Company, directly or indirectly,
in violation of Section 402(a) of the Sarbanes-Oxley Act of 2002 shall be prohibited with respect to any Award under this Plan.


 


6.5. Transferability
of An Incentive Stock Option. An Incentive Stock Option shall not be transferable except by will or by the laws of descent
and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the
foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate
a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.


 


6.6. Transferability
of a Non-qualified Stock Option. A Non-qualified Stock Option may, in the sole discretion of the Committee, be transferable
to a Permitted Transferee, upon written approval by the Committee to the extent provided in the Award Agreement. If the Non-qualified
Stock Option does not provide for transferability, then the Non-qualified Stock Option shall not be transferable except by will
or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder.
Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the
Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the
Option.


 


6.7. Vesting
of Options. Each Option may, but need not, vest and therefore become exercisable in periodic installments that may, but need
not, be equal. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which
may be based on performance or other criteria) as the Committee may deem appropriate. The vesting provisions of individual Options
may vary. No Option may be exercised for a fraction of a share of Common Stock. The Committee 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, provided such acceleration of vesting and exercisability complies with the provisions of Section 409A of the Code.


 


6.8. Termination
of Continuous Service. Unless otherwise provided in an Award Agreement or in an employment agreement the terms of which have
been approved by the Committee, in the event an Optionholder’s Continuous Service terminates (other than upon the Optionholder’s
death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise
such Option as of the date of termination) but only within such period of time ending on the earlier of (a) the date three months
following the termination of the Optionholder’s Continuous Service or (b) the expiration of the term of the Option as set
forth in the Award Agreement; provided that, if the termination of Continuous Service is by the Company for Cause, all outstanding
Options (whether or not vested) shall immediately terminate and cease to be exercisable. If, after termination, the Optionholder
does not exercise his or her Option within the time specified in the Award Agreement, the Option shall terminate.


 






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6.9. Extension
of Termination Date. An Optionholder’s Award Agreement may also provide that if the exercise of the Option following
the termination of the Optionholder’s Continuous Service for any reason would be prohibited at any time because the issuance
of shares of Common Stock would violate the registration requirements under the Securities Act or any other state or federal securities
law or the rules of any securities exchange or interdealer quotation system, then the Option shall terminate on the earlier of
(a) the expiration of the term of the Option in accordance with Section 6.1 or (b) the expiration of a period after
termination of the Participant’s Continuous Service that is three months after the end of the period during which the exercise
of the Option would be in violation of such registration or other securities law requirements.


 


6.10. Disability
of Optionholder. Unless otherwise provided in an Award Agreement, in the event that an Optionholder’s Continuous Service
terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option (to the extent that
the Optionholder was entitled to exercise such Option as of the date of termination), but only within such period of time ending
on the earlier of (a) the date 12 months following such termination or (b) the expiration of the term of the Option as set forth
in the Award Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified herein
or in the Award Agreement, the Option shall terminate.


 


6.11. Death
of Optionholder. Unless otherwise provided in an Award Agreement, in the event an Optionholder’s Continuous Service terminates
as a result of the Optionholder’s death, then the Option may be exercised (to the extent the Optionholder was entitled to
exercise such Option as of the date of death) by the Optionholder’s estate, by a person who acquired the right to exercise
the Option by bequest or inheritance or by a person designated to exercise the Option upon the Optionholder’s death, but
only within the period ending on the earlier of (a) the date 12 months following the date of death or (b) the expiration of the
term of such Option as set forth in the Award Agreement. If, after the Optionholder’s death, the Option is not exercised
within the time specified herein or in the Award Agreement, the Option shall terminate.


 


6.12. Incentive
Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common
Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar
year (under all plans of the Company and its Affiliates) exceeds $100,000, the Options or portions thereof which exceed such limit
(according to the order in which they were granted) shall be treated as Non-qualified Stock Options.


 


7. Provisions
of Awards Other Than Options.




 


7.1. Stock
Appreciation Rights. 


 


(a) General.
Each Stock Appreciation Right granted under the Plan shall be evidenced by an Award Agreement. Each Stock Appreciation Right so
granted shall be subject to the conditions set forth in this Section 7.1, and to such other conditions not inconsistent
with the Plan as may be reflected in the applicable Award Agreement. Stock Appreciation Rights may be granted alone (“Free
Standing Rights”) or in tandem with an Option granted under the Plan (“Related Rights”). All such
grants shall comply with the provisions of Section 409A of the Code.


 






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(b) Grant
Requirements. Any Related Right that relates to a Non-qualified Stock Option may be granted at the same time the Option is
granted or at any time thereafter but before the exercise or expiration of the Option. Any Related Right that relates to an Incentive
Stock Option must be granted at the same time the Incentive Stock Option is granted.


 


(c) Term
of Stock Appreciation Rights. The term of a Stock Appreciation Right granted under the Plan shall be determined by the Committee;
provided, however, no Stock Appreciation Right shall be exercisable later than the tenth anniversary of the Grant Date.


 



(d) Vesting
of Stock Appreciation Rights. Each Stock Appreciation Right may, but need not, vest and therefore become exercisable in periodic
installments that may, but need not, be equal. The Stock Appreciation Right may be subject to such other terms and conditions on
the time or times when it may be exercised as the Committee may deem appropriate. The vesting provisions of individual Stock Appreciation
Rights may vary. No Stock Appreciation Right may be exercised for a fraction of a share of Common Stock. The Committee may, but
shall not be required to, provide for an acceleration of vesting and exercisability in the terms of any Stock Appreciation Right
upon the occurrence of a specified event, provided such acceleration of vesting and exercisability complies with the provisions
of Section 409A of the Code.


 


(e) Exercise
and Payment. Upon exercise of a Stock Appreciation Right, the holder shall be entitled to receive from the Company an amount
equal to the number of shares of Common Stock subject to the Stock Appreciation Right that is being exercised multiplied by the
excess of (i) the Fair Market Value of a share of Common Stock on the date the Award is exercised, over (ii) the exercise price
specified in the Stock Appreciation Right or related Option. Payment with respect to the exercise of a Stock Appreciation Right
shall be made on the date of exercise. Payment shall be made in the form of shares of Common Stock (with or without restrictions
as to substantial risk of forfeiture and transferability, as determined by the Committee in its sole discretion), cash or a combination
thereof, as determined by the Committee.


 


(f) Exercise
Price. The exercise price of a Free Standing Stock Appreciation Right shall be determined by the Committee, but shall not be
less than 100% of the Fair Market Value of one share of Common Stock on the Grant Date of such Stock Appreciation Right. A Related
Right granted simultaneously with or subsequent to the grant of an Option and in conjunction therewith or in the alternative thereto
shall have the same exercise price as the related Option, shall be transferable only upon the same terms and conditions as the
related Option, and shall be exercisable only to the same extent as the related Option; provided, however, that a Stock
Appreciation Right, by its terms, shall be exercisable only when the Fair Market Value per share of Common Stock subject to the
Stock Appreciation Right and related Option exceeds the exercise price per share thereof and no Stock Appreciation Rights may be
granted in tandem with an Option unless the Committee determines that the requirements of Section 7.1(b) are satisfied.


 


(g) Reduction
in the Underlying Option Shares. Upon any exercise of a Related Right, the number of shares of Common Stock for which any related
Option shall be exercisable shall be reduced by the number of shares for which the Stock Appreciation Right has been exercised.
The number of shares of Common Stock for which a Related Right shall be exercisable shall be reduced upon any exercise of any related
Option by the number of shares of Common Stock for which such Option has been exercised.


 


7.2. Restricted
Awards.  


 


(a) General.
A Restricted Award is an Award of actual shares of Common Stock (“Restricted Stock”) or hypothetical Common
Stock units (“Restricted Stock Units”) having a value equal to the Fair Market Value of an identical number
of shares of Common Stock, which may, but need not, provide that such Restricted Award may not be sold, assigned, transferred or
otherwise disposed of, pledged or hypothecated as collateral for a loan or as security for the performance of any obligation or
for any other purpose for such period (the “Restricted Period”) as the Committee shall determine. Each Restricted
Award granted under the Plan shall be evidenced by an Award Agreement. Each Restricted Award so granted shall be subject to the
conditions set forth in this Section 7.2, and to such other conditions not inconsistent with the Plan as may be reflected
in the applicable Award Agreement.


 






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(b) Restricted
Stock and Restricted Stock Units.


 


(i) Each
Participant granted Restricted Stock shall execute and deliver to the Company an Award Agreement with respect to the Restricted
Stock setting forth the restrictions and other terms and conditions applicable to such Restricted Stock. If the Committee determines
that the Restricted Stock shall be held by the Company or in escrow rather than delivered to the Participant pending the release
of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (A)
an escrow agreement satisfactory to the Committee, if applicable and (B) the appropriate blank stock power with respect to the
Restricted Stock covered by such agreement. If a Participant fails to execute an agreement evidencing an Award of Restricted Stock
and, if applicable, an escrow agreement and stock power, the Award shall be null and void. Subject to the restrictions set forth
in the Award, the Participant generally shall have the rights and privileges of a stockholder as to such Restricted Stock, including
the right to vote such Restricted Stock and the right to receive dividends; provided that, any cash dividends and stock
dividends with respect to the Restricted Stock shall be withheld by the Company for the Participant’s account, and interest
may be credited on the amount of the cash dividends withheld at a rate and subject to such terms as determined by the Committee.
The cash dividends or stock dividends so withheld by the Committee and attributable to any particular share of Restricted Stock
(and earnings thereon, if applicable) shall be distributed to the Participant in cash or, at the discretion of the Committee, in
shares of Common Stock having a Fair Market Value equal to the amount of such dividends, if applicable, upon the release of restrictions
on such share and, if such share is forfeited, the Participant shall have no right to such dividends.


 


(ii) The
terms and conditions of a grant of Restricted Stock Units shall be reflected in an Award Agreement. No shares of Common Stock shall
be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside a fund for the payment
of any such Award. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder. The
Committee may also grant Restricted Stock Units with a deferral feature, whereby settlement is deferred beyond the vesting date
until the occurrence of a future payment date or event set forth in an Award Agreement (“Deferred Stock Units”).
At the discretion of the Committee, each Restricted Stock Unit or Deferred Stock Unit (representing one share of Common Stock)
may be credited with cash and stock dividends paid by the Company in respect of one share of Common Stock (“Dividend Equivalents”).
Dividend Equivalents shall be withheld by the Company and credited to the Participant’s account, and interest may be credited
on the amount of cash Dividend Equivalents credited to the Participant’s account at a rate and subject to such terms as determined
by the Committee. Dividend Equivalents credited to a Participant’s account and attributable to any particular Restricted
Stock Unit or Deferred Stock Unit (and earnings thereon, if applicable) shall be distributed in cash or, at the discretion of the
Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such Dividend Equivalents and earnings,
if applicable, to the Participant upon settlement of such Restricted Stock Unit or Deferred Stock Unit and, if such Restricted
Stock Unit or Deferred Stock Unit is forfeited, the Participant shall have no right to such Dividend Equivalents.


 






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(c) Restrictions.


 


(i) Restricted
Stock awarded to a Participant shall be subject to the following restrictions until the expiration of the Restricted Period, and
to such other terms and conditions as may be set forth in the applicable Award Agreement: (A) if an escrow arrangement is used,
the Participant shall not be entitled to delivery of the stock certificate; (B) the shares shall be subject to the restrictions
on transferability set forth in the Award Agreement; (C) the shares shall be subject to forfeiture to the extent provided in the
applicable Award Agreement; and (D) to the extent such shares are forfeited, the stock certificates shall be returned to the Company,
and all rights of the Participant to such shares and as a stockholder with respect to such shares shall terminate without further
obligation on the part of the Company.



 


(ii) Restricted
Stock Units and Deferred Stock Units awarded to any Participant shall be subject to (A) forfeiture until the expiration of the
Restricted Period, and satisfaction of any applicable Performance Goals during such period, to the extent provided in the applicable
Award Agreement, and to the extent such Restricted Stock Units or Deferred Stock Units are forfeited, all rights of the Participant
to such Restricted Stock Units or Deferred Stock Units shall terminate without further obligation on the part of the Company and
(B) such other terms and conditions as may be set forth in the applicable Award Agreement.


 


(iii) The
Committee shall have the authority to remove any or all of the restrictions on the Restricted Stock, Restricted Stock Units and
Deferred Stock Units whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances
arising after the date the Restricted Stock or Restricted Stock Units or Deferred Stock Units are granted, such action is appropriate.


 


(d) Restricted
Period. With respect to Restricted Awards, the Restricted Period shall commence on the Grant Date and end at the time or times
set forth on a schedule established by the Committee in the applicable Award Agreement. No Restricted Award may be granted or settled
for a fraction of a share of Common Stock. The Committee may, but shall not be required to, provide for an acceleration of vesting
in the terms of any Award Agreement upon the occurrence of a specified event, provided such acceleration is consistent with the
provisions of Section 409A of the Code.


 


(e) Delivery
of Restricted Stock and Settlement of Restricted Stock Units. Upon the expiration of the Restricted Period with respect to
any shares of Restricted Stock, the restrictions set forth in Section 7.2(c) and the applicable Award Agreement shall
be of no further force or effect with respect to such shares, except as set forth in the applicable Award Agreement. If an escrow
arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his or her beneficiary, without charge,
the stock certificate evidencing the shares of Restricted Stock which have not then been forfeited and with respect to which the
Restricted Period has expired (to the nearest full share) and any cash dividends or stock dividends credited to the Participant’s
account with respect to such Restricted Stock and the interest thereon, if any. Upon the expiration of the Restricted Period with
respect to any outstanding Restricted Stock Units, or at the expiration of the deferral period with respect to any outstanding
Deferred Stock Units, the Company shall deliver to the Participant, or his or her beneficiary, without charge, one share of Common
Stock for each such outstanding vested Restricted Stock Unit or Deferred Stock Unit (“Vested Unit”) and cash
equal to any Dividend Equivalents credited with respect to each such Vested Unit in accordance with Section 7.2(b)(ii)
hereof and the interest thereon or, at the discretion of the Committee, in shares of Common Stock having a Fair Market Value equal
to such Dividend Equivalents and the interest thereon, if any; provided, however, that, if explicitly provided in the applicable
Award Agreement, the Committee may, in its sole discretion, elect to pay cash or part cash and part Common Stock in lieu of delivering
only shares of Common Stock for Vested Units. If a cash payment is made in lieu of delivering shares of Common Stock, the amount
of such payment shall be equal to the Fair Market Value of the Common Stock as of the date on which the Restricted Period lapsed
in the case of Restricted Stock Units, or the delivery date in the case of Deferred Stock Units, with respect to each Vested Unit.


 


(f) Stock
Restrictions. Each certificate representing Restricted Stock awarded under the Plan shall bear a legend in such form as the
Company deems appropriate.


 






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7.3. Performance
Share Awards.  


 


(a) Grant
of Performance Share Awards. Each Performance Share Award granted under the Plan shall be evidenced by an Award Agreement.
Each Performance Share Award so granted shall be subject to the conditions set forth in this Section 7.3, and to
such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. The Committee shall
have the discretion to determine: (i) the number of shares of Common Stock or stock-denominated units subject to a Performance
Share Award granted to any Participant; (ii) the performance period applicable to any Award; (iii) the conditions that must be
satisfied for a Participant to earn an Award; and (iv) the other terms, conditions and restrictions of the Award.


 


(b) Earning
Performance Share Awards. The number of Performance Shares earned by a Participant will depend on the extent to which the performance
goals established by the Committee are attained within the applicable Performance Period, as determined by the Committee. No payout
shall be made with respect to any Performance Share Award except upon written certification by the Committee that the minimum threshold
performance goal(s) have been achieved.


 


7.4. Performance
Compensation Awards.  


 


(a) General.
The Committee shall have the authority, at the time of grant of any Award described in this Plan (other than Options and Stock
Appreciation Rights granted with an exercise price equal to or greater than the Fair Market Value per share of Common Stock on
the Grant Date), to designate such Award as a Performance Compensation Award. In addition, the Committee shall have the authority
to make an Award of a cash bonus to any Participant and designate such Award as a Performance Compensation Award.


 


(b) Eligibility.
The Committee will, in its sole discretion, designate within the first 90 days of a Performance Period (or such shorter or longer
time period as the Committee shall determine) which Participants will be eligible to receive Performance Compensation Awards in
respect of such Performance Period. However, designation of a Participant eligible to receive an Award hereunder for a Performance
Period shall not in any manner entitle the Participant to receive payment in respect of any Performance Compensation Award for
such Performance Period. The determination as to whether or not such Participant becomes entitled to payment in respect of any
Performance Compensation Award shall be decided solely in accordance with the provisions of this Section 7.4. Moreover,
designation of a Participant eligible to receive an Award hereunder for a particular Performance Period shall not require designation
of such Participant eligible to receive an Award hereunder in any subsequent Performance Period and designation of one person as
a Participant eligible to receive an Award hereunder shall not require designation of any other person as a Participant eligible
to receive an Award hereunder in such period or in any other period.


 


(c) Discretion
of Committee with Respect to Performance Compensation Awards. With regard to a particular Performance Period, the Committee
shall have full discretion to select the length of such Performance Period (provided any such Performance Period shall be not less
than one fiscal quarter in duration), the type(s) of Performance Compensation Awards to be issued, the Performance Criteria that
will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goal(s) that is (are) to apply
to the Company and the Performance Formula. Within the first 90 days of a Performance Period (or such shorter or longer time period
as the Committee shall determine), the Committee shall, with regard to the Performance Compensation Awards to be issued for such
Performance Period, exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence
of this Section 7.4(c) and record the same in writing.


 






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(d) Payment
of Performance Compensation Awards.


 


(i) Condition
to Receipt of Payment. Unless otherwise provided in the applicable Award Agreement, a Participant must be employed by the Company
on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance
Period.


 


(ii) Limitation.
A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (A)
the Performance Goals for such period are achieved; and (B) the Performance Formula as applied against such Performance Goals determines
that all or some portion of such Participant’s Performance Compensation Award has been earned for the Performance Period.


 


(iii) Certification.
Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent,
the Performance Goals for the Performance Period have been achieved and, if so, calculate and certify in writing the amount of
the Performance Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine
the actual size of each Participant’s Performance Compensation Award for the Performance Period and, in so doing, may apply
Negative Discretion in accordance with Section 7.4(d)(iv) hereof, if and when it deems appropriate.


 


(iv) Use
of Discretion. In determining the actual size of an individual Performance Compensation Award for a Performance Period, the
Committee may reduce or eliminate the amount of the Performance Compensation Award earned under the Performance Formula in the
Performance Period through the use of Negative Discretion if, in its sole judgment, such reduction or elimination is appropriate.
The Committee shall not have the discretion to grant or provide payment in respect of Performance Compensation Awards for a Performance
Period if the Performance Goals for such Performance Period have not been attained.


 


(v) Timing
of Award Payments. Performance Compensation Awards granted for a Performance Period shall be paid to Participants as soon as
administratively practicable following completion of the certifications required by this Section 7.4 but in no event
later than 2 1/2 months following the end of the fiscal year during which the Performance Period is completed.


 


8. Securities
Law Compliance. Each Award Agreement shall provide that no shares of Common Stock shall be purchased or sold thereunder unless
and until (a) any then applicable requirements of state or federal laws and regulatory agencies have been fully complied with to
the satisfaction of the Company and its counsel and (b) if required to do so by the Company, the Participant has executed and delivered
to the Company a letter of investment intent in such form and containing such provisions as the Committee may require. The Company
shall use reasonable efforts to seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to grant Awards and to issue and sell shares of Common Stock upon exercise of the Awards; provided,
however, that this undertaking shall not require the Company to register under the Securities Act the Plan, any Award or any
Common Stock issued or issuable pursuant to any such Award. If, after reasonable efforts, the Company is unable to obtain from
any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and
sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell Common Stock
upon exercise of such Awards unless and until such authority is obtained.


 






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9. Use
of Proceeds from Stock. Proceeds from the sale of Common Stock pursuant to Awards, or upon exercise thereof, shall constitute
general funds of the Company.


 


10. Miscellaneous.


 


10.1. Acceleration
of Exercisability and Vesting. The Committee shall have the power to accelerate the time at which an Award may first be exercised
or the time during which an Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in
the Award stating the time at which it may first be exercised or the time during which it will vest, provided any such acceleration
or exercisability or vesting is in compliance with the provisions of Section 409A of the Code.


 


10.2. Stockholder
Rights. Except as provided in the Plan or an Award Agreement, no Participant shall be deemed to be the holder of, or to have
any of the rights of a holder with respect to, any shares of Common Stock subject to such Award unless and until such Participant
has satisfied all requirements for exercise of the Award pursuant to its terms and no adjustment shall be made for dividends (ordinary
or extraordinary, whether in cash, securities or other property) or distributions of other rights for which the record date is
prior to the date such Common Stock certificate is issued, except as provided in Section 11 hereof.


 


10.3. No
Employment or Other Service Rights. Nothing in the Plan or any instrument executed or Award granted pursuant thereto shall
confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the
Award was granted or shall affect the right of the Company or an Affiliate to terminate (a) the employment of an Employee with
or without notice and with or without Cause or (b) the service of a Director pursuant to the By-laws of the Company or an Affiliate,
and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case
may be.


 


10.4. Transfer;
Approved Leave of Absence. For purposes of the Plan, no termination of employment by an Employee shall be deemed to result
from either (a) a transfer of employment to the Company from an Affiliate or from the Company to an Affiliate, or from one Affiliate
to another, or (b) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company,
if the Employee’s right to reemployment is guaranteed either by a statute or by contract or under the policy pursuant to
which the leave of absence was granted or if the Committee otherwise so provides in writing, in either case, except to the extent
inconsistent with Section 409A of the Code if the applicable Award is subject thereto.


 


10.5. Withholding
Obligations. To the extent provided by the terms of an Award Agreement and subject to the discretion of the Committee, the
Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of Common
Stock under an Award by any of the following means (in addition to the Company’s right to withhold from any compensation
paid to the Participant by the Company) or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company
to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise
or acquisition of Common Stock under the Award, provided, however, that no shares of Common Stock are withheld with a value
exceeding the minimum amount of tax required to be withheld by law; or (c) delivering to the Company previously owned and unencumbered
shares of Common Stock of the Company.


 






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11. Adjustments
Upon Changes in Stock. In the event of changes in the outstanding Common Stock or in the capital structure of the Company by
reason of any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary corporate transaction such
as any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant change in capitalization
occurring after the Grant Date of any Award, Awards granted under the Plan and any Award Agreements, the exercise price of Options
and Stock Appreciation Rights, the maximum number of shares of Common Stock subject to all Awards stated in Section 4
and the maximum number of shares of Common Stock with respect to which any one person may be granted Awards during any period stated
in Section 4 will be equitably adjusted or substituted, as to the number, price or kind of a share of Common Stock
or other consideration subject to such Awards to the extent necessary to preserve the economic intent of such Award. In the case
of adjustments made pursuant to this Section 11, unless the Committee specifically determines that such adjustment
is in the best interests of the Company or its Affiliates, the Committee shall, in the case of Incentive Stock Options, ensure
that any adjustments under this Section 11 will not constitute a modification, extension or renewal of the Incentive
Stock Options within the meaning of Section 424(h)(3) of the Code and in the case of Non-qualified Stock Options, ensure that any
adjustments under this Section 11 will not constitute a modification of such Non-qualified Stock Options within the
meaning of Section 409A of the Code. Any adjustments made under this Section 11 shall be made in a manner which does
not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. The Company shall give each Participant
notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.


 


12. Effect
of Change in Control.


 


12.1. In
the discretion of the Board and the Committee, any Award Agreement may provide, or the Board or the Committee may provide by amendment
of any Award Agreement or otherwise, notwithstanding any provision of the Plan to the contrary, that in the event of a Change in
Control, Options and/or Stock Appreciation Rights shall become immediately exercisable with respect to all or a specified portion
of the shares subject to such Options or Stock Appreciation Rights, and/or the Restricted Period shall expire immediately with
respect to all or a specified portion of the shares of Restricted Stock or Restricted Stock Units.


 


12.2. In
addition, in the event of a Change in Control, the Committee may in its discretion and upon at least 10 days’ advance notice
to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof,
the value of such Awards based upon the price per share of Common Stock received or to be received by other stockholders of the
Company in the event. In the case of any Option or Stock Appreciation Right with an exercise price that equals or exceeds the price
paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option or Stock Appreciation
Right without the payment of consideration therefor.


 


12.3. The
obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger,
consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to all or substantially
all of the assets and business of the Company and its Subsidiaries, taken as a whole.


 


13. Amendment
of the Plan and Awards.


 


13.1. Amendment
of Plan. The Board at any time, and from time to time, may amend or terminate the Plan. However, except as provided in Section
11 relating to adjustments upon changes in Common Stock and Section 13.3, no amendment shall be effective
unless approved by the stockholders of the Company to the extent stockholder approval is necessary to satisfy any Applicable Laws.
At the time of such amendment, the Board shall determine, upon advice from counsel, whether such amendment will be contingent on
stockholder approval.


 


13.2. Stockholder
Approval. The Board may, in its sole discretion, submit any other amendment to the Plan for stockholder approval.


 


13.3. Contemplated
Amendments. It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable
to provide eligible Employees, Consultants and Directors with the maximum benefits provided or to be provided under the provisions
of the Code and the regulations promulgated thereunder relating to Incentive Stock Options or to the nonqualified deferred compensation
provisions of Section 409A of the Code and/or to bring the Plan and/or Awards granted under it into compliance therewith.


 






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13.4. No
Impairment of Rights. Rights under any Award granted before amendment of the Plan shall not be impaired by any amendment of
the Plan unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing.


 


13.5. Amendment
of Awards. The Committee at any time, and from time to time, may amend the terms of any one or more Awards; provided, however,
that the Committee may not affect any amendment which would otherwise constitute an impairment of the rights under any Award unless
(a) the Company requests the consent of the Participant and (b) the Participant consents in writing.


 


14. General
Provisions.


 


14.1. Forfeiture
Events. The Committee may specify in an Award Agreement that the Participant’s rights, payments and benefits with respect
to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain events, in addition
to applicable vesting conditions of an Award. Such events may include, without limitation, breach of non-competition, non-solicitation,
confidentiality, or other restrictive covenants that are contained in the Award Agreement or otherwise applicable to the Participant,
a termination of the Participant’s Continuous Service for Cause, or other conduct by the Participant that is detrimental
to the business or reputation of the Company and/or its Affiliates.


 


14.2. Clawback.
Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation
or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to
such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such
law, government regulation or stock exchange listing requirement).


 


14.3. Other
Compensation Arrangements. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation
arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable
or applicable only in specific cases.


 


14.4. Sub-plans.
The Committee may from time to time establish sub-plans under the Plan for purposes of satisfying blue sky, securities, tax or
other laws of various jurisdictions in which the Company intends to grant Awards. Any sub-plans shall contain such limitations
and other terms and conditions as the Committee determines are necessary or desirable. All sub-plans shall be deemed a part of
the Plan, but each sub-plan shall apply only to the Participants in the jurisdiction for which the sub-plan was designed.


 






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14.5. Deferral
of Awards. The Committee may establish one or more programs under the Plan to permit selected Participants the opportunity
to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other event that
absent the election would entitle the Participant to payment or receipt of shares of Common Stock or other consideration under
an Award. The Committee may establish the election procedures, the timing of such elections, the mechanisms for payments of, and
accrual of interest or other earnings, if any, on amounts, shares or other consideration so deferred, and such other terms, conditions,
rules and procedures that the Committee deems advisable for the administration of any such deferral program. All of such programs
and procedures shall be consistent with the rules of Section 409A of the Code.


 


14.6. Unfunded
Plan. The Plan shall be unfunded. Neither the Company, the Board nor the Committee shall be required to establish any special
or separate fund or to segregate any assets to assure the performance of its obligations under the Plan.


 


14.7. Recapitalizations.
Each Award Agreement shall contain provisions required to reflect the provisions of Section 11.


 


14.8. Delivery.
Upon exercise of a right granted under this Plan, the Company shall issue Common Stock or pay any amounts due within a reasonable
period of time thereafter. Subject to any statutory or regulatory obligations the Company may otherwise have, for purposes of this
Plan, thirty (30) days shall be considered a reasonable period of time.


 


14.9. No
Fractional Shares. No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The Committee shall
determine whether cash, additional Awards or other securities or property shall be issued or paid in lieu of fractional shares
of Common Stock or whether any fractional shares should be rounded, forfeited or otherwise eliminated.


 


14.10. Other
Provisions. The Award Agreements authorized under the Plan may contain such other provisions not inconsistent with this Plan,
including, without limitation, restrictions upon the exercise of the Awards, as the Committee may deem advisable.


 


14.11. Section
409A. The Plan is intended to comply with Section 409A of the Code 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 of the Code shall not be
treated as deferred compensation unless Applicable Laws require otherwise. Notwithstanding anything to the contrary in the Plan,
to the extent required to avoid accelerated taxation and tax penalties under Section 409A of the Code, amounts that would otherwise
be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6) month period immediately following
the Participant’s termination of Continuous Service shall instead be paid on the first payroll date after the six-month anniversary
of the Participant’s separation from service (or the Participant’s death, if earlier). Notwithstanding the foregoing,
neither the Company nor the Committee shall have any obligation to take any action to prevent the assessment of any excise tax
or penalty on any Participant under Section 409A of the Code and neither the Company nor the Committee will have any liability
to any Participant for such tax or penalty.


 


14.12. Disqualifying
Dispositions. Any Participant who shall make a “disposition” (as defined in Section 424 of the Code) of all or
any portion of shares of Common Stock 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 of Common Stock acquired upon exercise of such
Incentive Stock Option (a “Disqualifying Disposition”) 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.


 






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14.13. Section
16. It is the intent of the Company that the Plan satisfy, and be interpreted in a manner that satisfies, the applicable requirements
of Rule 16b-3 as promulgated under Section 16 of the Exchange Act so that Participants will be entitled to the benefit of Rule
16b-3, or any other rule promulgated under Section 16 of the Exchange Act, and will not be subject to short-swing liability under
Section 16 of the Exchange Act. Accordingly, if the operation of any provision of the Plan would conflict with the intent expressed
in this Section 14.13, such provision to the extent possible shall be interpreted and/or deemed amended so as to
avoid such conflict.


 


14.14. Beneficiary
Designation. Each Participant under the Plan may from time to time name any beneficiary or beneficiaries by whom any right
under the Plan is to be exercised in case of such Participant’s death. Each designation will revoke all prior designations
by the same Participant, shall be in a form reasonably prescribed by the Committee and shall be effective only when filed by the
Participant in writing with the Company during the Participant’s lifetime.


 


14.15. Expenses.
The costs of administering the Plan shall be paid by the Company.


 


14.16. Severability.
If any of the provisions of the Plan or any Award Agreement is held to be invalid, illegal or unenforceable, whether in whole or
in part, such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability
and the remaining provisions shall not be affected thereby.


 


14.17. Plan
Headings. The headings in the Plan are for purposes of convenience only and are not intended to define or limit the construction
of the provisions hereof.


 


14.18. Non-Uniform
Treatment. The Committee’s determinations under the Plan need not be uniform and may be made by it selectively among
persons who are eligible to receive, or actually receive, Awards. Without limiting the generality of the foregoing, the Committee
shall be entitled to make non-uniform and selective determinations, amendments and adjustments, and to enter into non-uniform and
selective Award Agreements.


 


15. Effective
Date of Plan. The Plan shall become effective as of the Effective Date, but no Award shall be exercised (or, in the case of
a stock Award, shall be granted) unless and until the Plan has been approved by the stockholders of the Company, which approval
shall be within twelve (12) months before or after the date the Plan is adopted by the Board.


 


16. Termination
or Suspension of the Plan. The Plan shall terminate automatically on April 18, 2028. No Award shall be granted pursuant to
the Plan after such date, but Awards theretofore granted may extend beyond that date. The Board may suspend or terminate the Plan
at any earlier date pursuant to Section 13.1 hereof, provided any such suspension or termination is consistent with
the provisions of Section 409A of the Code. No Awards may be granted under the Plan while the Plan is suspended or after it is
terminated.


 


17. Choice
of Law. Except to the extent governed by Federal law, the law of the State of Delaware shall govern all questions concerning
the construction, validity and interpretation of this Plan, without regard to such state’s conflict of law rules.


 


As adopted by the Board
of Directors of the Company on April 21, 2020.


 


As approved by the
stockholders of the Company on April 21, 2020.


 


 


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