Exhibit 10.29


 


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 ___________, 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.


 


“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.


 






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“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;


 


(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;


 






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(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 500,000 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.


 






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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.


 


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.


 


(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.


 






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(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.


 


(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.


 






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(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.


 


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.


 






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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.


 


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.


 






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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.


 


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.


 






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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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