Exhibit
10.1


 


 


GREENWICH
LIFE SCIENCES, INC.


 


2019
EQUITY INCENTIVE PLAN



EFFECTIVE AS OF SEPTEMBER 30, 2019


 


 



     


     


    

 


GREENWICH
LIFE SCIENCES, INC.


 


2019
EQUITY INCENTIVE PLAN



EFFECTIVE AS OF SEPTEMBER 30, 2019


 


SECTION
1. INTRODUCTION.


 


The
Company’s Board of Directors adopted the Greenwich Life Sciences, Inc. 2019 Equity Incentive Plan effective as of the Adoption
Date subject to obtaining Company stockholder approval as provided in Section 15 below.


 


The
purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by offering Key Employees
an opportunity to acquire a proprietary interest in the success of the Company, or to increase such interest, and to encourage
such Key Employees to continue to provide services to the Company and to attract new individuals with outstanding qualifications.


 


The
Plan seeks to achieve this purpose by providing for Awards in the form of Options (which may constitute Incentive Stock Options
or Nonstatutory Stock Options), Stock Appreciation Rights, Restricted Stock Grants, Stock Units, Other Equity Awards and/or Cash
Awards.


 


Capitalized
terms shall have the meaning provided in Section 2 unless otherwise provided in this Plan or any related Award Agreement.


 


SECTION
2. DEFINITIONS.
If a Participant’s employment agreement or Award Agreement (or other written agreement executed by and between Participant
and the Company) expressly includes defined terms that expressly are different from and/or conflict with the defined terms contained
in this Plan then the defined terms contained in the employment agreement or Award Agreement (or other written agreement executed
by and between Participant and the Company) shall govern and shall supersede the definitions provided in this Plan.


 


(a) “Adoption
Date” means September 30, 2019.


 


(b) “Affiliate”
means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than 50% of such entity.


 


(c) “Award”
means any award of an Option, SAR, Restricted Stock Grant, Stock Unit, Other Equity Award or Cash Award under the Plan.


 






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(d)
“Award Agreement” means an agreement between the Company and a Participant evidencing the award of an Option,
SAR, Restricted Stock Grant, Stock Unit, Other Equity Award or Cash Award as applicable.


 


(e) “Board”
means the Board of Directors of the Company, as constituted from time to time.


 


(f) “California
Participant” means a Participant whose Award was issued in reliance on Section 25102(o) of the California Corporations
Code.


 


(g) “Cash
Award” means, a cash incentive opportunity awarded under this Plan and which is (i) payable only in cash and is (ii)
not an Option, SAR, Restricted Stock Grant, Stock Unit or Other Equity Award.


 


(h) “Cashless
Exercise” means, to the extent that a Stock Option Agreement so provides and as permitted by applicable law and in accordance
with any procedures established by the Committee, an arrangement whereby payment of some or all of the aggregate Exercise Price
may be made all or in part by delivery of an irrevocable direction to a securities broker to sell Shares and to deliver all or
part of the sale proceeds to the Company. Cashless Exercise may also be utilized to satisfy an Option’s tax withholding
obligations as provided in Section 14(b).


 


(i) “Cause”
means, with respect to a Participant, the occurrence of any of the following: (i) a conviction of a Participant for a felony crime
or the failure of a Participant to contest prosecution for a felony crime, or (ii) a Participant’s misconduct, fraud, disloyalty
or dishonesty (as such terms may be defined by the Committee in its sole discretion), or (iii) any unauthorized use or disclosure
of confidential information or trade secrets by a Participant, or (iv) a Participant’s negligence, malfeasance, breach of
fiduciary duties, neglect of duties, or (v) any material violation by a Participant of a written Company or Subsidiary or Affiliate
policy or any material breach by a Participant of a written agreement with the Company or Subsidiary or Affiliate, or (vi) any
other act or omission by a Participant that, in the opinion of the Committee, could reasonably be expected to adversely affect
the Company’s or a Subsidiary’s or an Affiliate’s business, financial condition, prospects and/or reputation.
In each of the foregoing subclauses (i) through (vi), whether or not a “Cause” event has occurred will be determined
by the Committee in its sole discretion or, in the case of Participants who are directors or Officers or Section 16 Persons, the
Board, each of whose determination shall be final, conclusive and binding. A Participant’s Service shall be deemed to have
terminated for Cause if, after the Participant’s Service has terminated, facts and circumstances are discovered that would
have justified a termination for Cause, including, without limitation, violation of material Company policies or breach of noncompetition,
confidentiality or other restrictive covenants that may apply to the Participant.


 






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(j) “Change
in Control” means the occurrence of any of the following:


 


(i) The
consummation of an acquisition, a merger or consolidation of the Company with or into another entity or any other corporate reorganization,
if more than 50% of the combined voting power of the continuing or surviving entity’s securities outstanding immediately
after such acquisition, merger, consolidation or other reorganization is owned by persons who in the aggregate owned less than
20% of the Company’s combined voting power represented by the Company’s outstanding securities immediately prior to
such acquisition, merger, consolidation or other reorganization;


 


(ii) A
sale of more than fifty percent (50%) of the outstanding shares of each class of capital stock of the Company to a person, entity
or group other than a person, entity or group affiliated with the Company; or


 


(iii) The
sale, transfer or other disposition of all or substantially all of the Company’s assets to a person, entity or group other
than a person, entity or group affiliated with the Company.


 


A
transaction shall not constitute a Change in Control if: (i) its principal purpose is to change the state of the Company’s
incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held
the Company’s securities immediately before such transactions; or (ii) it is an equity financing primarily for capital raising
purposes. In addition, an IPO shall not constitute a Change in Control. If the timing of payments provided under an Award Agreement
is based on or triggered by a Change in Control then, to extent necessary to avoid violating Code Section 409A, a Change in Control
must also constitute a Change in Control Event.


 


(k) “Change
in Control Event” has the meaning provided to such term under Code Section 409A and the applicable regulations and guidance
promulgated thereunder.


 


(l) “Charter”
means the Company’s Amended and Restated Certificate of Incorporation, as amended as may be amended from time to time.


 


(m) “Code”
means the Internal Revenue Code of 1986, as amended, and the regulations and interpretations promulgated thereunder.


 


(n) “Committee”
means a committee consisting of members of the Board that is appointed by the Board (as described in Section 3) to administer
the Plan. If no Committee has been appointed, the full Board shall constitute the Committee.


 


(o) “Common
Stock” means the Company’s common stock (as defined in the Charter and with the rights and obligations provided
under the Charter) and any other securities into which such shares are changed, for which such shares are exchanged or which may
be issued in respect thereof.


 


(p) “Company”
means Greenwich Life Sciences, Inc., a Delaware corporation.


 


(q) “Consultant”
means an individual (or entity) which performs bona fide services to the Company, a Parent, a Subsidiary or an Affiliate other
than as an Employee or Non-Employee Director.


 






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(r) “Disability”
means the following with respect to a Participant:


 


i. For
all ISOs, the permanent and total disability of the Participant within the meaning of Section 22(e)(3) of the Code;


 


ii. For
all Awards which are considered nonqualified deferred compensation under Code Section 409A and for which payment can be made on
account of the Participant’s disability, the disability of the Participant within the meaning of Section 409A of the Code;
or


 


iii. For
all other Awards, the Participant’s medically determinable physical or mental incapacitation such that for a continuous
period of not less than twelve (12) months, the Participant is unable to engage in any substantial gainful activity or which can
be expected to result in death.


 


Any
question as to the existence of the Participant’s physical or mental incapacitation as to which the Participant or Participant’s
representative and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the
Company. The physician’s determination of Disability shall be made in writing to the Company and the determination shall
be final and conclusive for all purposes of the Participant’s Awards.


 


(s) “Employee”
means any individual who is a common-law employee of the Company, or of a Parent, or of a Subsidiary or of an Affiliate.


 


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


 


(u) “Exercise
Price” means, in the case of an Option, the amount for which a Share may be purchased upon exercise of such Option,
as specified in the applicable Stock Option Agreement. “Exercise Price,” in the case of a SAR, means an amount, as
specified in the applicable SAR Agreement, which is subtracted from the Fair Market Value in determining the amount payable to
a Participant upon exercise of such SAR.


 


(v) “Fair
Market Value” means the market price of a Share, determined by the Committee as follows:


 


(i) If
the Shares were traded on a stock exchange (such as the New York Stock Exchange, NYSE Amex, the NASDAQ Global Market or NASDAQ
Capital Market) at the time of determination, then the Fair Market Value shall be equal to the regular session closing price for
such stock as reported by such exchange (or the exchange or market with the greatest volume of trading in the Shares) on the date
of determination, or if there were no sales on such date, on the last date preceding such date on which a closing price was reported;


 


(ii) If
the Shares were traded on the OTC Markets at the time of determination, then the Fair Market Value shall be equal to the last-sale
price reported by the OTC Markets for such date, or if there were no sales on such date, on the last date preceding such date
on which a sale was reported; and


 


(iii) If
neither of the foregoing provisions is applicable, then the Fair Market Value shall be determined by the Committee in good faith
using a reasonable application of a reasonable valuation method as the Committee deems appropriate.


 






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Whenever
possible, the determination of Fair Market Value by the Committee shall be based on the prices reported by the applicable exchange
or the OTC Markets, as applicable, or a nationally recognized publisher of stock prices or quotations (including an electronic
on-line publication). Such determination shall be conclusive and binding on all persons.


 


(w) “Incentive
Stock Option” or “ISO” means an incentive stock option described in Code section 422.


 


(x) “IPO”
means an initial public offering by the Company of its equity securities pursuant to an effective registration statement filed
with the SEC.


 


(y) “Key
Employee” means an Employee, Non-Employee Director or Consultant who has been selected by the Committee to receive an
Award under the Plan.


 


(z) “Net
Exercise” means, to the extent that a Stock Option Agreement so provides and as permitted by applicable law, an arrangement
pursuant to which the number of Shares issued to the Optionee in connection with the Optionee’s exercise of the Option will
be reduced by the Company’s retention of a portion of such Shares. Upon such a net exercise of an Option, the Optionee will
receive a net number of Shares that is equal to (i) the number of Shares as to which the Option is being exercised minus (ii)
the quotient (rounded down to the nearest whole number) of the aggregate Exercise Price of the Shares being exercised divided
by the Fair Market Value of a Share on the Option exercise date. The number of Shares covered by clause (ii) will be retained
by the Company and not delivered to the Optionee. No fractional Shares will be created as a result of a Net Exercise and the Optionee
must contemporaneously pay for any portion of the aggregate Exercise Price that is not covered by the Shares retained by the Company
under clause (ii). The number of Shares delivered to the Optionee may be further reduced if Net Exercise is utilized under Section
14(b) to satisfy applicable tax withholding obligations.


 


(aa) “Non-Employee
Director” means a member of the Board who is not an Employee.


 


(bb) “Nonstatutory
Stock Option” or “NSO” means a stock option that is not an ISO.


 


(cc) “Officer”
means an individual who is an officer of the Company within the meaning of Rule 16a-1(f) of the Exchange Act.


 


(dd) “Option”
means an ISO or NSO granted under the Plan entitling the Optionee to purchase Shares under the Plan as provided in Section 6.


 


(ee) “Optionee”
means an individual, estate or other entity that holds an Option.


 






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(ff) “Other
Equity Award” means an award (other than an Option, SAR, Stock Unit, Restricted Stock Grant or Cash Award) which derives
its value from the value of Shares and/or from increases in the value of Shares. Settlement of Other Equity Awards may be in the
form of Shares and/or cash as determined by the Committee.


 


(gg) “Parent”
means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations
other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the Adoption
Date shall be considered a Parent commencing as of such date.


 


(hh) “Participant”
means an individual or estate or other entity that holds an Award.


 


(ii) “Plan”
means this Greenwich Life Sciences, Inc. 2019 Equity Incentive Plan as it may be amended from time to time.


 


(jj) “Re-Load
Option” means a new Option or SAR that is automatically granted to a Participant as result of such Participant’s
exercise of an Option or SAR.


 


(kk) “Re-Price”
means that the Company has lowered or reduced the Exercise Price of outstanding Options and/or outstanding SARs and/or outstanding
Other Equity Awards for any Participant(s) in a manner described by SEC Regulation S-K Item 402(d)(2)(viii) (or as described in
any successor provision(s) or definition(s)). For avoidance of doubt, Re-Price also includes any exchange of Options or SARs for
other Awards or cash.


 


(ll) “Restricted
Stock Grant” means Shares awarded under the Plan as provided in Section 9.


 


(mm) “Restricted
Stock Grant Agreement” means the agreement described in Section 9 evidencing each Award of a Restricted Stock Grant.


 


(nn) “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.


 


(oo) “SAR
Agreement” means the agreement described in Section 8 evidencing each Award of a Stock Appreciation Right.


 


(pp) “SEC”
means the Securities and Exchange Commission.


 


(qq) “Section
16 Persons” means those Officers or directors or Non-Employee Directors or other persons who are subject to Section
16 of the Exchange Act.


 


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


 


(ss) “Separation
From Service” means a Participant’s separation from service with the Company within the meaning of Code Section
409A.


 






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(tt) “Service”
means service as an Employee, Non-Employee Director or Consultant. Service will be deemed terminated as soon as the entity to
which Service is being provided is no longer either (i) the Company, (ii) a Parent, (iii) a Subsidiary or (iv) an Affiliate. The
Committee determines when Service commences and when Service terminates. The Committee may determine whether any Company transaction,
such as a sale or spin-off of a division or subsidiary that employs a Participant, shall be deemed to result in termination of
Service for purposes of any affected Awards, and the Committee’s decision shall be final, conclusive and binding.


 


(uu) “Share”
means one share of Common Stock.


 


(vv) “Stock
Appreciation Right or SAR” means a stock appreciation right awarded under the Plan as provided in Section 8.


 


(ww) “Stock
Option Agreement” means the agreement described in Section 6 evidencing each Award of an Option.


 


(xx) “Stock
Unit” means a bookkeeping entry representing the equivalent of one Share awarded under the Plan as provided in Section
10.


 


(yy) “Stock
Unit Agreement” means the agreement described in Section 10 evidencing each Award of Stock Units.


 


(zz) “Stockholder
Approval Date” means the date that the Company’s stockholders approve this Plan.


 


(aaa) “Stockholders
Agreement” means any applicable agreement between the Company’s stockholders and/or investors that provides certain
rights and obligations for stockholders.


 


(bbb) “Subsidiary”
means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status
of a Subsidiary on a date after the Adoption Date shall be considered a Subsidiary commencing as of such date.


 


(ccc) “Termination
Date” means the date on which a Participant’s Service terminates as determined by the Committee.


 


(ddd) “10-Percent
Shareholder” means an individual who owns more than ten percent (10%) of the total combined voting power of all classes
of outstanding stock of the Company, its Parent or any of its Subsidiaries. In determining stock ownership, the attribution rules
of section 424(d) of the Code shall be applied.


 






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SECTION
3. ADMINISTRATION.


 


(a) Committee
Composition. A Committee appointed by the Board shall administer the Plan. The Board shall designate one of the members of
the Committee as chairperson. Members of the Committee shall serve for such period of time as the Board may determine and shall
be subject to removal by the Board at any time. The Board may also at any time terminate the functions of the Committee and reassume
all powers and authority previously delegated to the Committee.


 


Effective
with the Shares being publicly traded or the Company being subject to the reporting requirements of the Exchange Act, with respect
to Awards to Section 16 Persons, the Committee shall consist either (i) solely of two or more individuals who satisfy the
requirements of Rule 16b-3 (or its successor) under the Exchange Act or (ii) of the full Board. The Board may also appoint
one or more separate committees of the Board, each composed of directors of the Company who need not qualify under Rule 16b-3,
who may administer the Plan with respect to Key Employees who are not Section 16 Persons, may grant Awards under the Plan to such
Key Employees and may determine all terms of such Awards. To the extent permitted by applicable law, the Board may also appoint
a committee, composed of one or more Officers of the Company, that may authorize Awards to Employees (who are not Section 16 Persons)
within parameters specified by the Board and consistent with any limitations imposed by applicable law.


 


(b) Authority
of the Committee. Subject to the provisions of the Plan, the Committee shall have full authority and discretion to take any
actions it deems necessary or advisable for the administration of the Plan. Such actions shall include without limitation:


 


(i) selecting
Key Employees who are to receive Awards under the Plan;


 


(ii) determining
the type, number, vesting requirements, performance conditions (if any) and their degree of satisfaction, and other features and
conditions of such Awards and amending such Awards;


 


(iii) correcting
any defect, supplying any omission, or reconciling or clarifying any inconsistency in the Plan or any Award Agreement;


 


(iv) accelerating
the vesting, or extending the post-termination exercise term, or waiving restrictions, of Awards at any time and under such terms
and conditions as it deems appropriate;


 


(v) interpreting
the Plan and any Award Agreements;


 


(vi) making
all other decisions relating to the operation of the Plan; and


 






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(vii) granting
Awards to Key Employees who are foreign nationals on such terms and conditions different from those specified in the Plan, which
may be necessary or desirable to foster and promote achievement of the purposes of the Plan, and adopting such modifications,
procedures, and/or subplans (with any such subplans attached as appendices to the Plan) and the like as may be necessary or desirable
to comply with provisions of the laws or regulations of other countries or jurisdictions to ensure the viability of the benefits
from Awards granted to Participants employed in such countries or jurisdictions, or to meet the requirements that permit the Plan
to operate in a qualified or tax efficient manner, and/or comply with applicable foreign laws or regulations.


 


The
Committee may adopt such rules or guidelines, as it deems appropriate to implement the Plan. The Committee’s determinations
under the Plan shall be final, conclusive and binding on all persons. The Committee’s decisions and determinations need
not be uniform and may be made selectively among Participants in the Committee’s sole discretion. The Committee’s
decisions and determinations will be afforded the maximum deference provided by applicable law.


 


(c) Indemnification.
To the maximum extent permitted by applicable law, each member of the Committee, or of the Board, or any persons (including without
limitation Employees and Officers) who are delegated by the Board or Committee to perform administrative functions in connection
with the Plan, shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability, or expense
that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or
proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to
act under the Plan or any Award Agreement, and (ii) from any and all amounts paid by him or her in settlement thereof, with
the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding
against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same
before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not
be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Bylaws or
Charter, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold
them harmless.


 


SECTION
4. GENERAL.


 


(a) Eligibility.
Only Employees, Non-Employee Directors and Consultants shall be eligible for designation as Key Employees by the Committee.


 


(b) Incentive
Stock Options. Only Key Employees who are common-law employees of the Company, a Parent or a Subsidiary shall be eligible
for the grant of ISOs. In addition, a Key Employee who is a 10-Percent Shareholder shall not be eligible for the grant of an ISO
unless the requirements set forth in section 422(c)(5) of the Code are satisfied. If and to the extent that any Shares are issued
under a portion of any Option that exceeds the $100,000 limitation of Section 422 of the Code, such Shares shall not be treated
as issued under an ISO notwithstanding any designation otherwise. Certain decisions, amendments, interpretations and actions by
the Committee and certain actions by a Participant may cause an Option to cease to qualify as an ISO pursuant to the Code and
by accepting an Option the Participant agrees in advance to such disqualifying action taken by either the Participant, the Committee
or the Company.


 






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(c) Restrictions
on Shares. Any Shares issued pursuant to an Award shall be subject to such Company policies, rights of repurchase, rights
of first refusal and other transfer restrictions as the Committee may determine. Such restrictions shall apply in addition to
any restrictions that may apply to holders of Shares generally and shall also comply to the extent necessary with applicable law.
In no event shall the Company be required to issue fractional Shares under this Plan. Subject to the following sentence and only
to the extent applicable, no Option may be exercised by a Participant and no Shares will be issued to a Participant to the extent
such exercise or issuance of Shares would cause the termination of the Company’s status as a “S corporation”
under the Code. The requirements of the preceding sentence will not be applicable on or after the earlier of the date of a Change
in Control or the date when the Company is not (or no longer is) a S corporation.


 


(d) Beneficiaries.
A Participant may designate one or more beneficiaries with respect to an Award by timely filing the prescribed form with the
Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Participant’s
death. If no beneficiary was designated or if no designated beneficiary survives the Participant, then after a Participant’s
death any vested Award(s) shall be transferred or distributed to the Participant’s estate.


 


(e) Performance
Conditions. The Committee may, in its discretion, include performance conditions in any Award.


 


(f) Stockholder
Rights. A Participant, or a transferee of a Participant, shall have no rights as a stockholder (including without limitation
voting rights or dividend or distribution rights) with respect to any Common Stock covered by an Award until such person becomes
entitled to receive such Common Stock, has satisfied any applicable withholding or tax obligations relating to the Award and the
Common Stock has been issued to the Participant. No adjustment shall be made for cash or stock dividends or other rights for which
the record date is prior to the date when such Common Stock is issued, except as expressly provided in Section 11. The issuance
of an Award may be subject to and conditioned upon the Participant’s agreement to become a party to a Stockholders Agreement
and be bound by its terms.


 


(g) Buyout
of Awards. The Committee may at any time offer to buy out, for a payment in cash or cash equivalents (including without limitation
Shares issued at Fair Market Value that may or may not be issued under this Plan), an Award previously granted based upon such
terms and conditions as the Committee shall establish.


 


(h) Termination
of Service. Unless the applicable Award Agreement or employment agreement provides otherwise (and in such case, the Award
Agreement or employment agreement shall govern as to the consequences of a termination of Service for such Awards subject to Section
4(i)), the following rules shall govern the vesting, exercisability and term of outstanding Awards held by a Participant in the
event of termination of such Participant’s Service (in all cases subject to the term of the Option or SAR or Other Equity
Award as applicable):


 


(i)
if the Service of a Participant is terminated for Cause, then all Options, Cash Awards, Other Equity Awards, SARs, unvested portions
of Stock Units and unvested portions of Restricted Stock Grants shall terminate and be forfeited immediately without consideration
as of the Termination Date (except for repayment of any amounts the Participant had paid to the Company to acquire unvested Shares
underlying the forfeited Awards);


 






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(ii)
if the Service of Participant is terminated due to the Participant's death or Disability, then the vested portion of his/her then-outstanding
Options/SARs/Other Equity Awards may be exercised by such Participant or his or her personal representative within six months
after the Termination Date and all unvested portions of any outstanding Awards shall be forfeited without consideration as of
the Termination Date (except for repayment of any amounts the Participant had paid to the Company to acquire unvested Shares underlying
the forfeited Awards); and


 


(iii)
if the Service of Participant is terminated for any reason other than for Cause or other than due to death or Disability, then
the vested portion of his/her then-outstanding Options/SARs/Other Equity Awards may be exercised by such Participant within three
months after the Termination Date and all unvested portions of any outstanding Awards shall be forfeited without consideration
as of the Termination Date (except for repayment of any amounts the Participant had paid to the Company to acquire unvested Shares
underlying the forfeited Awards).


 


(i) California
Participants. Awards to California Participants shall also be subject to the following terms regarding the time period to
exercise vested Options or SARs after termination of Service. These additional terms shall apply until such time that the Shares
are publicly traded and/or the Company is subject to the reporting requirements of the Exchange Act: In the event of termination
of a Participant’s Service, (i) if such termination was for reasons other than death or Disability or Cause, the Participant
shall have at least 30 days after the date of such termination to exercise any of his/her vested outstanding Options or SARs (but
in no event later than the expiration of the term of such Options or SARs established by the Committee as of the Award date) or
(ii) if such termination was due to death or Disability, the Participant shall have at least six months after the date of such
termination to exercise any of his/her vested outstanding Options or SARs (but in no event later than the expiration of the term
of such Options or SARs established by the Committee as of the Award date).


 


(j) Intentionally
Omitted.


 






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(k) Suspension
or Termination of Awards. To the extent provided in an Award Agreement, if at any time (including after a notice of exercise
has been delivered) the Committee (or the Board), reasonably believes that a Participant has committed an act of Cause (which
includes a failure to act), the Committee (or Board) may suspend the Participant’s right to exercise any Option or SAR (or
vesting of Restricted Stock Grants or Stock Units) pending a determination of whether there was in fact an act of Cause. To the
extent provided in an Award Agreement, if the Committee (or the Board) determines a Participant has committed an act of Cause,
neither the Participant nor his or her estate shall be entitled to exercise the outstanding Option or SAR whatsoever and the Participant’s
outstanding Awards shall then terminate without consideration. Any determination by the Committee (or the Board) with respect
to the foregoing shall be final, conclusive and binding on all interested parties.


 


(l) Code
Section 409A. Notwithstanding anything in the Plan to the contrary, the Plan and Awards granted hereunder are intended to
comply with the requirements of Code Section 409A and shall be interpreted in a manner consistent with such intention. In the
event that any provision of the Plan or an Award Agreement is determined by the Committee to not comply with the applicable requirements
of Code Section 409A or the Treasury Regulations or other guidance issued thereunder, the Committee shall have the authority to
take such actions and to make such changes to the Plan or an Award Agreement as the Committee deems necessary to comply with such
requirements (including without limitation, after the grant date of an Award, increasing the Exercise Price to equal what was
the Fair Market Value on the grant date of the Award). Each payment to a Participant made pursuant to this Plan shall be considered
a separate payment and not one of a series of payments for purposes of Code Section 409A. Notwithstanding the foregoing or anything
elsewhere in the Plan or an Award Agreement to the contrary, if upon a Participant’s Separation From Service he/she is then
a “specified employee” (as defined in Code Section 409A), then solely to the extent necessary to comply with Code
Section 409A and avoid the imposition of taxes under Code Section 409A, the Company shall defer payment of “nonqualified
deferred compensation” subject to Code Section 409A payable as a result of and within six (6) months following such Separation
From Service under this Plan until the earlier of (i) the first (1st) business day of the seventh (7th)
month following the Participant’s Separation From Service, or (ii) ten (10) days after the Company receives written confirmation
of the Participant’s death. Any such delayed payments shall be made without interest. While it is intended that all payments
and benefits provided under this Plan will be exempt from or comply with Code Section 409A, the Company makes no representation
or covenant to ensure that the Awards and payments under this Plan are exempt from or compliant with Code Section 409A. The Company
will have no liability to any Participant or any other party if a payment or benefit under this Plan or any Award is challenged
by any taxing authority or is ultimately determined not to be exempt or compliant. Each Participant further understands and agrees
that each Participant will be entirely responsible for any and all taxes on any benefits payable to the Participant as a result
of this Plan or any Award. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that
may be imposed on a Participant by Code Section 409A or for any damages for failing to comply with Code Section 409A.


 






    12


     


    

 


(m) Electronic
Communications. Subject to compliance with applicable law and/or regulations, an Award Agreement or other documentation or
notices relating to the Plan and/or Awards may be communicated to Participants by electronic media.


 


(n) Unfunded
Plan. Insofar as it provides for Awards, the Plan shall be unfunded. Although bookkeeping accounts may be established with
respect to Participants who are granted Awards under this Plan, any such accounts will be used merely as a bookkeeping convenience.
The Company shall not be required to segregate any assets which may at any time be represented by Awards, nor shall this Plan
be construed as providing for such segregation, nor shall the Company or the Committee be deemed to be a trustee of stock or cash
to be awarded under the Plan.


 


(o) Liability
of Company Plan. The Company (or members of the Board or Committee) shall not be liable to a Participant or other persons
as to: (i) the non-issuance or sale of Shares as to which the Company has been unable to obtain from any regulatory body having
jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares
hereunder; and (ii) any unexpected or adverse tax consequence or any tax consequence expected, but not realized, by any Participant
or other person due to the grant, receipt, exercise or settlement of any Award granted under this Plan.


 


(p) Reformation.
In the event any provision of this Plan shall be held illegal or invalid for any reason, such provisions will be reformed
by the Board if possible and to the extent needed in order to be held legal and valid. If it is not possible to reform the illegal
or invalid provisions then the illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall
be construed and enforced as if the illegal or invalid provision had not been included.


 


(q) Successor
Provision. Any reference to a statute, rule or regulation, or to a section of a statute, rule or regulation, is a reference
to that statute, rule, regulation, or section as amended from time to time, both before and after the Adoption Date and including
any successor provisions.


 


(r) Governing
Law. This Plan, and (unless otherwise provided in the Award Agreement) all Awards, shall be construed in accordance with and
governed by the laws of the State of Delaware, but without regard to its conflict of law provisions. The Committee may provide
that any dispute as to any Award shall be presented and determined in such forum as the Committee may specify, including through
binding arbitration. Unless otherwise provided in the Award Agreement, recipients of an Award under the Plan are deemed to submit
to the exclusive jurisdiction and venue of the federal or state courts of Delaware to resolve any and all issues that may arise
out of or relate to the Plan or any related Award Agreement.


  


(s) No
Re-Pricing of Options or SARs or Other Equity Awards or Award of Re-Load Options. 


 






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Notwithstanding
anything to the contrary, (i) outstanding Options or SARs or Other Equity Awards may not be Re-Priced and (ii) Re-Load Options
may not be awarded, in each case without the approval of Company stockholders. Moreover, any amendment to the Plan or any Award
Agreement that results in the Re-Pricing of an Option or SAR or Other Equity Award issued under the Plan shall not be effective
without prior approval of the stockholders of the Company. For this purpose, repricing includes a reduction in the Exercise Price
of an Option or a SAR or the cancellation of an Option or SAR in exchange for cash, Options or SARs or Other Equity Award with
an Exercise Price less than the Exercise Price of the cancelled Option or SAR, other Awards under the Plan or any other consideration
provided by the Company.


 


(t) Other
Awards. The Committee may in its discretion issue Other Equity Awards and/or Cash Awards to Key Employees. The terms and conditions
of any such Awards shall be evidenced by an Award Agreement between the Participant and the Company.


 


(u) Intentionally
Omitted.


 


(v) Deferral
Elections. The Committee may permit a Participant to elect to defer his or her receipt of the payment of cash or the delivery
of Shares that would otherwise be due to such Participant by virtue of the exercise, earn out or vesting of an Award made under
the Plan. If any such election is permitted, the Committee shall establish rules and procedures for such payment deferrals, including
the possible (a) payment or crediting of reasonable interest on such deferred amounts credited in cash, and (b) the payment or
crediting of dividend equivalents in respect of deferrals credited in units of Common Stock. The Company and the Committee shall
not be responsible to any person in the event that the payment deferral does not result in deferral of income for tax purposes.


 


(w) Payment
of Non-Employee Director Cash Fees with Equity Awards. If the Board affirmatively decides to authorize such a process, each
Non-Employee Director may elect to receive a Restricted Stock Grant (or Stock Units or Other Equity Awards) issued under the Plan
in lieu of payment of all or a portion of his or her annual cash retainer and/or any other cash fees including without limitation
meeting fees, committee service fees and participation fees. Any such elections made by a Non-Employee Director shall be effected
no later than the time permitted by applicable law and in accordance with the Company’s insider trading policies and/or
other policies. The aggregate grant date fair market value of any Restricted Stock Grants or Stock Units or Other Equity Awards
issued pursuant to this Section 4(v) is intended to be equivalent to the value of the foregone cash fees. Any cash fees not elected
to be received as a Restricted Stock Grant or Stock Units or Other Equity Awards shall be payable in cash in accordance with the
Company’s standard payment procedures. The Board in its discretion shall determine the terms, conditions and procedures
for implementing this Section 4(v) and may also modify or terminate its operation at any time.


 






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SECTION
5. SHARES SUBJECT TO PLAN AND SHARE
LIMITS.


 


Basic
Limitations. The Common Stock issuable under the Plan shall be authorized but unissued Shares or treasury Shares. Subject
to adjustment as provided in Section 11, the maximum aggregate number of Shares that may be issued:


 


(i)
under the Plan shall not exceed 4,000,000 Shares (the "Share Limit"); and


 


(ii)
pursuant to the exercise of ISOs granted under this Plan shall not exceed 4,000,000 Shares (the “ISO Limit”).


 


(a) Share
Accounting. This Section 5(b) describes the Share accounting process for Awards issued under the Plan with respect to the
Share Limit and ISO Limit.


 


(i)
There shall be counted against the numerical limitations in Section 5(a) the gross number of Shares subject to issuance upon
exercise or used for determining payment or settlement of Awards.  The below clauses (ii), (iii), (iv), (v) and (vi)
of this Section 5(b) seek to clarify the intent of the foregoing sentence. The Shares issued (or settled) under an Award will
be counted against the Share Limit (and ISO Limit if the Award is an ISO) at the time(s) of exercise or settlement of the Award.  For
avoidance of doubt, Shares that are withheld as payment for the Award’s Exercise Price or applicable withholding taxes shall
be counted against the Share Limit (and ISO Limit if the Award is an ISO).


 


(ii)
For avoidance of doubt, each Share issued (or settled or exercised) under any Award shall be counted against the Share Limit as
one Share.


 


(iii)
For avoidance of doubt, whether or not a SAR is settled with any Shares, the gross number of Shares subject to the exercise and
which are used for determining the benefit payable under such SAR shall be counted against the Share Limit, regardless of the
number of Shares actually used to settle the SAR upon such exercise.


 


(iv)
For avoidance of doubt, to the extent an Option is exercised via a Cashless Exercise or Net Exercise or is not otherwise fully
settled with Shares, then the gross number of Shares subject to the exercise and which are used for determining the benefit payable
under such Option shall be counted against the Share Limit (and shall also count against the ISO Limit if the Option being exercised
is an ISO), regardless of the number of Shares actually issued to the Participant upon such exercise.


 


(v)
If any portion of an Award is forfeited, terminated without consideration, or expires unexercised, (collectively, “Forfeited
Shares”), the gross number of such Forfeited Shares shall again be available for Awards under the Plan and shall not be
counted against the Share Limit or ISO Limit.


 


(v)
For avoidance of doubt, if any Awards are settled or paid in cash in lieu of stock and/or are exchanged for other Awards (collectively,
“Settled Shares”), the gross number of such Settled Shares shall be counted against the Share Limit (and ISO Limit
if the Award is an ISO).


 






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(b) Substitute
Awards. Any Substitute Awards including without limitation any Shares that are delivered and any Awards that are granted by,
or become obligations of, the Company, as a result of the assumption by the Company of, or in substitution for, outstanding awards
previously granted by another entity (as provided below) shall not be counted toward the Share Limit or ISO Limit. Substitute
Awards shall not count toward the Share Limit, nor shall Shares subject to a Substitute Award again be available for Awards under
the Plan as provided in Section 5(b) above. Additionally, in the event that a company acquired by the Company or any Parent or
any Subsidiary or any Affiliate or with which the Company or any Parent or any Subsidiary or any Affiliate combines has shares
available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination,
the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using
the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the
consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for
Awards under the Plan and shall not count toward the Share Limit; provided that Awards using such available shares shall not be
made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or
combination, and shall only be made to individuals who were not Employees or Board members prior to such acquisition or combination.


 


(c) Dividend
Equivalents. Any dividend equivalents distributed under the Plan in the form of Shares shall be counted against the Share
Limit (with each Share that is distributed counting as one Share against the Share Limit). Dividend equivalents will not be paid
(or accrue) on unexercised Options or unexercised SARs.


 


SECTION
6. TERMS AND CONDITIONS OF OPTIONS.


 


(a) Stock
Option Agreement. Each Award of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee
and the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other
terms and conditions that are not inconsistent with the Plan (including without limitation any performance conditions). The provisions
of the various Stock Option Agreements entered into under the Plan need not be identical. The Stock Option Agreement shall also
specify whether the Option is an ISO and if not specified then the Option shall be an NSO.


 






    16


     


    

 


(b) Number
of Shares. Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall provide
for the adjustment of such number in accordance with Section 11.


 


(c) Exercise
Price. An Option’s Exercise Price shall be established by the Committee and set forth in a Stock Option Agreement. Except
with respect to (i) outstanding stock options being assumed or (ii) Options being granted in exchange for cancellation of options
granted by another issuer as provided under Section 6(e) or (iii) an NSO granted with a per share Exercise Price that is less
than the per Share Fair Market Value on the date of Award and further provided that the Committee expressly acknowledges in its
granting resolutions its awareness that such Option may be subject to the requirements of Code Section 409A, the Exercise Price
of an Option shall not be less than 100% of the Fair Market Value (110% for 10-Percent Shareholders in the case of ISOs) of a
Share on the date of Award.


 


(d) Exercisability
and Term. Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become vested
and/or exercisable. The Stock Option Agreement shall also specify the term of the Option; provided, however that the term of an
Option shall in no event exceed ten (10) years from the date of Award. An ISO that is granted to a 10-Percent Shareholder shall
have a maximum term of five (5) years. No Option can be exercised after the expiration date specified in the applicable Stock
Option Agreement. A Stock Option Agreement may provide for accelerated exercisability in the event of the Optionee’s death,
Disability or retirement or other events. A Stock Option Agreement may permit an Optionee to exercise an Option before it is vested
(an “early exercise”), subject to the Company’s right of repurchase at the original Exercise Price of any Shares
acquired under the unvested portion of the Option which right of repurchase shall lapse at the same rate the Option would have
vested had there been no early exercise. In no event shall the Company be required to issue fractional Shares upon the exercise
of an Option and the Committee may specify a minimum number of Shares that must be purchased in any one Option exercise.


 


(e) Modifications
or Assumption of Options. Within the limitations of the Plan, the Committee may modify, extend or assume outstanding Options
or may accept the cancellation of outstanding stock options (whether granted by the Company or by another issuer) in return for
the grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price. No modification
of an Option shall, without the consent of the Optionee, impair his or her rights or increase his or her obligations under such
Option.


 


(f) Assignment
or Transfer of Options. Except as otherwise provided in the applicable Stock Option Agreement and then only to the extent
permitted by applicable law, no Option shall be transferable by the Optionee other than by will or by the laws of descent and
distribution. Except as otherwise provided in the applicable Stock Option Agreement, an Option may be exercised during the lifetime
of the Optionee only by Optionee or by the guardian or legal representative of the Optionee. Except as otherwise provided in the
applicable Stock Option Agreement, no Option or interest therein may be subject to a short position nor may any Option or interest
therein be gifted, transferred, assigned, alienated, pledged, hypothecated, attached, sold, or encumbered by the Optionee during
his/her lifetime, whether by operation of law or otherwise, or be made subject to execution, attachment or similar process.


 






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SECTION
7. PAYMENT FOR OPTION SHARES.


 


(a) General
Rule. The entire Exercise Price of Shares issued upon exercise of Options shall be payable in cash (or check) at the time
when such Shares are purchased by the Optionee, except as follows and if so provided for in an applicable Stock Option Agreement:


 


(i) In
the case of an ISO granted under the Plan, payment shall be made only pursuant to the express provisions of the applicable Stock
Option Agreement. The Stock Option Agreement may specify that payment may be made in any form(s) described in this Section 7.


 


(ii) In
the case of an NSO granted under the Plan, the Committee may in its discretion, at any time accept payment in any form(s) described
in this Section 7.


 


(b) Surrender
of Stock. To the extent that the Committee makes this Section 7(b) applicable to an Option in a Stock Option Agreement, payment
for all or any part of the Exercise Price may be made with Shares which have already been owned by the Optionee for such duration
as shall be specified by the Committee. Such Shares shall be valued at their Fair Market Value on the date when the new Shares
are purchased under the Plan.


 


(c) Cashless
Exercise. To the extent that the Committee makes this Section 7(c) applicable to an Option in a Stock Option Agreement, payment
for all or a part of the Exercise Price may be made through Cashless Exercise.


 


(d) Net
Exercise. To the extent that the Committee makes this Section 7(d) applicable to an Option in a Stock Option Agreement, payment
for all or a part of the Exercise Price may be made through Net Exercise.


 


(e) Other
Forms of Payment. To the extent that the Committee makes this Section 7(e) applicable to an Option in a Stock Option Agreement,
payment may be made in any other form that is consistent with applicable laws, regulations and rules and approved by the Committee.


 


SECTION
8. TERMS AND CONDITIONS OF STOCK APPRECIATION
RIGHTS.


 


(a) SAR
Agreement. Each Award of a SAR under the Plan shall be evidenced by a SAR Agreement between the Participant and the Company.
Such SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent
with the Plan (including without limitation any performance conditions). A SAR Agreement may provide for a maximum limit on the
amount of any payout notwithstanding the Fair Market Value on the date of exercise of the SAR. The provisions of the various SAR
Agreements entered into under the Plan need not be identical. SARs may be granted in consideration of a reduction in the Participant’s
other compensation.


 






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(b) Number
of Shares. Each SAR Agreement shall specify the number of Shares to which the SAR pertains and is subject to adjustment of
such number in accordance with Section 11.


 


(c) Exercise
Price. Each SAR Agreement shall specify the Exercise Price. A SAR Agreement may specify an Exercise Price that varies in accordance
with a predetermined formula while the SAR is outstanding. Except with respect to outstanding stock appreciation rights being
assumed or SARs being granted in exchange for cancellation of stock appreciation rights granted by another issuer as provided
under Section 8(f), the Exercise Price of a SAR shall not be less than 100% of the Fair Market Value on the date of Award.


 


(d) Exercisability
and Term. Each SAR Agreement shall specify the date when all or any installment of the SAR is to become exercisable. The SAR
Agreement shall also specify the term of the SAR which shall not exceed ten (10) years from the date of Award. No SAR can be exercised
after the expiration date specified in the applicable SAR Agreement. A SAR Agreement may provide for accelerated exercisability
in the event of the Participant’s death, or Disability or other events. SARs may be awarded in combination with Options
or other Awards, and such an Award may provide that the SARs will not be exercisable unless the related Options or other Awards
are forfeited. A SAR may be included in an ISO only at the time of Award but may be included in an NSO at the time of Award or
at any subsequent time, but not later than six (6) months before the expiration of such NSO. A SAR granted under the Plan may
provide that it will be exercisable only in the event of a Change in Control.


 


(e) Exercise
of SARs. If, on the date when a SAR expires, the Exercise Price under such SAR is less than the Fair Market Value on such
date but any portion of such SAR has not been exercised or surrendered, then such SAR may automatically be deemed to be exercised
as of such date with respect to such portion to the extent so provided in the applicable SAR agreement. Upon exercise of a SAR,
the Participant (or any person having the right to exercise the SAR after Participant’s death) shall receive from the Company
(i) Shares, (ii) cash or (iii) any combination of Shares and cash, as the Committee shall determine. The amount of cash and/or
the Fair Market Value of Shares received upon exercise of SARs shall, in the aggregate, be equal to the amount by which the Fair
Market Value (on the date of surrender) of the Shares subject to the SARs exceeds the Exercise Price of the Shares.


 


(f) Modification
or Assumption of SARs. Within the limitations of the Plan, the Committee may modify, extend or assume outstanding SARs or
may accept the cancellation of outstanding SARs (including stock appreciation rights granted by another issuer) in return for
the grant of new SARs for the same or a different number of Shares and at the same or a different Exercise Price. No modification
of a SAR shall, without the consent of the Participant, impair his or her rights or increase his or her obligations under such
SAR.


 






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(g) Assignment
or Transfer of SARs. Except as otherwise provided in the applicable SAR Agreement and then only to the extent permitted by
applicable law, no SAR shall be transferable by the Participant other than by will or by the laws of descent and distribution.
Except as otherwise provided in the applicable SAR Agreement, a SAR may be exercised during the lifetime of the Participant only
by the Participant or by the guardian or legal representative of the Participant. No SAR or interest therein may be transferred,
assigned, alienated, pledged, hypothecated, attached, sold, or encumbered by the Participant during his or her lifetime, whether
by operation of law or otherwise, or be made subject to execution, attachment or similar process.


 


SECTION
9. TERMS AND CONDITIONS FOR RESTRICTED
STOCK GRANTS.


 


(a) Restricted
Stock Grant Agreement. Each Restricted Stock Grant awarded under the Plan shall be evidenced by a Restricted Stock Grant Agreement
between the Participant and the Company. Each Restricted Stock Grant shall be subject to all applicable terms and conditions of
the Plan and may be subject to any other terms and conditions that are not inconsistent with the Plan (including without limitation
any performance conditions). The provisions of the Restricted Stock Grant Agreements entered into under the Plan need not be identical.


 


(b) Number
of Shares and Payment. Each Restricted Stock Grant Agreement shall specify the number of Shares to which the Restricted Stock
Grant pertains and is subject to adjustment of such number in accordance with Section 11. Restricted Stock Grants may be issued
with or without cash consideration under the Plan.


 


(c) Vesting
Conditions. Each Restricted Stock Grant may or may not be subject to vesting. Vesting shall occur, in full or in installments,
upon satisfaction of the conditions specified in the Restricted Stock Grant Agreement. A Restricted Stock Grant Agreement may
provide for accelerated vesting in the event of the Participant’s death, or Disability or other events.


 


(d) Voting
and Dividend Rights. The holder of a Restricted Stock Grant (irrespective of whether the Shares subject to the Restricted
Stock Grant are vested or unvested) awarded under the Plan shall have the same voting, dividend and other rights as other holders
of Common Stock. However, any dividends received on Shares that are unvested (whether such dividends are in the form of cash or
Shares) may be subject to the same vesting conditions and restrictions as the Restricted Stock Grant with respect to which the
dividends were paid. Such additional Shares issued as dividends that are subject to the Restricted Stock Grant shall not reduce
the number of Shares available for issuance under Section 5.


 






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(e) Modification
or Assumption of Restricted Stock Grants. Within the limitations of the Plan, the Committee may modify or assume outstanding
Restricted Stock Grants or may accept the cancellation of outstanding Restricted Stock Grants (including stock granted by another
issuer) in return for the grant of new Restricted Stock Grants for the same or a different number of Shares. No modification of
a Restricted Stock Grant shall, without the consent of the Participant, impair his or her rights or increase his or her obligations
under such Restricted Stock Grant.


 


(f) Assignment
or Transfer of Restricted Stock Grants. Except as provided in Section  14, or in a Restricted Stock Grant Agreement,
or as required by applicable law, a Restricted Stock Grant awarded under the Plan shall not be anticipated, assigned, attached,
garnished, optioned, transferred or made subject to any creditor’s process, whether voluntarily, involuntarily or by operation
of law. Any act in violation of this Section 9(f) shall be void. However, this Section 9(f) shall not preclude a Participant from
designating a beneficiary pursuant to Section 4(d) nor shall it preclude a transfer of Restricted Stock Grant Awards by will or
pursuant to Section 4(d).


 


SECTION
10. TERMS AND CONDITIONS FOR STOCK
UNITS.


 


(a) Stock
Unit Agreement. Each grant of Stock Units under the Plan shall be evidenced by a Stock Unit Agreement between the Participant
and the Company. Such Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other terms that
are not inconsistent with the Plan (including without limitation any performance conditions). The provisions of the various Stock
Unit Agreements entered into under the Plan need not be identical. Stock Units may be granted in consideration of a reduction
in the Participant’s other compensation.


 


(b) Number
of Shares and Payment. Each Stock Unit Agreement shall specify the number of Shares to which the Stock Unit Award pertains
and is subject to adjustment of such number in accordance with Section 11. To the extent that an Award is granted in the form
of Stock Units, no cash consideration shall be required of the Award recipients.


 


(c) Vesting
Conditions. Each Award of Stock Units may or may not be subject to vesting. Vesting shall occur, in full or in installments,
upon satisfaction of the conditions specified in the Stock Unit Agreement. A Stock Unit Agreement may provide for accelerated
vesting in the event of the Participant’s death, or Disability or other events.


 


(d) Voting
and Dividend Rights. The holders of Stock Units shall have no voting rights. Prior to settlement or forfeiture, any Stock
Unit awarded under the Plan may, at the Committee’s discretion, carry with it a right to dividend equivalents. Such right
entitles the holder to be credited with an amount equal to all cash or Common Stock dividends paid on one Share while the Stock
Unit is outstanding. Dividend equivalents may be converted into additional Stock Units. Settlement of dividend equivalents may
be made in the form of cash, in the form of Shares, or in a combination of both. Prior to vesting of the Stock Units, any dividend
equivalents accrued on such unvested Stock Units may be subject to the same vesting conditions and restrictions as the Stock Units
to which they attach.


 






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(e) Modification
or Assumption of Stock Units. Within the limitations of the Plan, the Committee may modify or assume outstanding Stock Units
or may accept the cancellation of outstanding Stock Units (including stock units granted by another issuer) in return for the
grant of new Stock Units for the same or a different number of Shares. No modification of a Stock Unit shall, without the consent
of the Participant, impair his or her rights or increase his or her obligations under such Stock Unit.


 


(f) Assignment
or Transfer of Stock Units. Except as provided in Section 14, or in a Stock Unit Agreement, or as required by applicable law,
Stock Units shall not be anticipated, assigned, attached, garnished, optioned, transferred or made subject to any creditor’s
process, whether voluntarily, involuntarily or by operation of law. Any act in violation of this Section 10(f) shall be void.
However, this Section 10(f) shall not preclude a Participant from designating a beneficiary pursuant to Section 4(d) nor shall
it preclude a transfer of Stock Units pursuant to Section 4(d).


 


(g) Form
and Time of Settlement of Stock Units. Settlement of vested Stock Units may be made in the form of (a) cash, (b) Shares or
(c) any combination of both, as determined by the Committee. The actual number of Stock Units eligible for settlement may be larger
or smaller than the number included in the original Award. Methods of converting Stock Units into cash may include (without limitation)
a method based on the average Fair Market Value of Shares over a series of trading days. Except as otherwise provided in a Stock
Unit Agreement or a timely completed deferral election, vested Stock Units shall be settled within thirty (30) days after vesting.
The distribution may occur or commence when all vesting conditions applicable to the Stock Units have been satisfied or have lapsed,
or it may be deferred, in accordance with applicable law, to a later specified date. The amount of a deferred distribution may
be increased by an interest factor or by dividend equivalents. Until an Award of Stock Units is settled, the number of such Stock
Units shall be subject to adjustment pursuant to Section 11.


 


(h) Creditors’
Rights. A holder of Stock Units shall have no rights other than those of a general creditor of the Company. Stock Units represent
an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Stock Unit Agreement.


 


SECTION
11. ADJUSTMENTS.


 


(a) Adjustments.
In the event of a subdivision of the outstanding Shares, a declaration of a dividend payable in Shares, a declaration of a dividend
payable in a form other than Shares in an amount that has a material effect on the price of Shares, a combination or consolidation
of the outstanding Shares (by reclassification or otherwise) into a lesser number of Shares, a stock split, a reverse stock split,
a reclassification or other distribution of the Shares without the receipt of consideration by the Company, of or on the Common
Stock, a recapitalization, a combination, a spin-off or a similar occurrence, the Committee shall make equitable and proportionate
adjustments to:


 


(i) the
Share Limit and ISO Limit specified in Section 5(a);


 






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(ii) the
number and kind of securities available for Awards (and which can be issued as ISOs) under Section 5;


 


(iii) the
number and kind of securities covered by each outstanding Award;


 


(iv) the
Exercise Price under each outstanding Option and SAR and Other Equity Award; and


 


(v) the
number and kind of outstanding securities issued under the Plan.


 


(b) Participant
Rights. Except as provided in this Section 11, a Participant shall have no rights by reason of any issue by the Company of
stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any
class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class. If by
reason of an adjustment pursuant to this Section 11, a Participant’s Award covers additional or different shares of stock
or securities, then such additional or different shares and the Award in respect thereof shall be subject to all of the terms,
conditions and restrictions which were applicable to the Award and the Shares subject to the Award prior to such adjustment.


 


(c) Fractional
Shares. Any adjustment of Shares pursuant to this Section 11 shall be rounded down to the nearest whole number of Shares.
Under no circumstances shall the Company be required to authorize or issue fractional shares. To the extent permitted by applicable
law, no consideration shall be provided as a result of any fractional shares not being issued or authorized.


 


SECTION
12. EFFECT OF A CHANGE IN CONTROL.


 


(a) Merger
or Reorganization. In the event that there is a Change in Control and/or the Company is a party to a merger or acquisition
or reorganization or Change in Control Event or similar transaction, outstanding Awards shall be subject to the merger agreement
or other applicable transaction agreement. Such agreement may provide, without limitation, that subject to the consummation of
the applicable transaction, for the assumption (or substitution) of outstanding Awards by the surviving corporation or its parent,
for their continuation by the Company (if the Company is a surviving corporation), for accelerated vesting or for their cancellation
with or without consideration, or for the mandatory exercise or conversion of Awards into Shares and/or cash whether by Net Exercise
or otherwise, in all cases without the consent of the Participant.


 


(b) Acceleration
of Vesting. In the event that a Change in Control occurs and there is no assumption, substitution or continuation of Awards
pursuant to Section 12(a), the Committee in its discretion may provide that some or all Awards shall vest and become exercisable
in connection with such Change in Control. For avoidance of doubt, “substitution” includes, without limitation, an
Award being replaced by a cash award that provides an equivalent intrinsic value (wherein intrinsic value equals the difference
between the market value of a share and any exercise price). The Committee may also in its discretion include in an Award Agreement
a requirement that, under certain circumstances, acceleration of vesting (or compensation payable) with respect to such Award
shall be reduced (or eliminated) to the extent that such reduction (or elimination) would, after taking into account any other
payments in the nature of compensation to which the Participant would have a right to receive from the Company and any other person
contingent upon the occurrence of a Change in Control, prevent the occurrence of a “parachute payment” as defined
under Code Section 280G.


 






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SECTION
13. LIMITATIONS ON RIGHTS.


 


(a) Retention
Rights. Neither the Plan nor any Award granted under the Plan shall be deemed to give any individual a right to remain in
Service as an Employee, Consultant, or Non-Employee Director of the Company, a Parent, a Subsidiary or an Affiliate or to receive
any future Awards under the Plan. The Company and its Parents and Subsidiaries and Affiliates reserve the right to terminate the
Service of any person at any time, and for any reason, subject to applicable laws, the Company’s Bylaws and Charter and
a written employment agreement (if any).


 


(b) Regulatory
Requirements. Any other provision of the Plan notwithstanding, the obligation of the Company to issue Shares or other securities
under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may
be required. The Company reserves the right to restrict, in whole or in part, the delivery of Shares or other securities pursuant
to any Award prior to the satisfaction of all legal requirements relating to the issuance of such Shares or other securities,
to their registration, qualification or listing or to an exemption from registration, qualification or listing.


 


(c) Dissolution.
To the extent not previously exercised or settled, all Options, SARs, Stock Units, Cash Awards, Other Equity Awards and unvested
Restricted Stock Grants shall terminate immediately prior to the dissolution or liquidation of the Company and shall be forfeited
to the Company without consideration (except for repayment of any amounts a Participant had paid to the Company to acquire unvested
Shares underlying the forfeited Awards).


 


(d) Clawback
Policy. The Company may (i) cause the cancellation of any Award, (ii) require reimbursement of any Award by a Participant
and (iii) effect any other right of recoupment of equity or other compensation provided under this Plan or otherwise in accordance
with Company policies and/or applicable law (each, a “Clawback Policy”). In addition, a Participant may be required
to repay to the Company certain previously paid compensation, whether provided under this Plan or an Award Agreement or otherwise,
in accordance with the Clawback Policy. By accepting an Award, a Participant is also agreeing to be bound by the Company’s
Clawback Policy which may be amended from time to time by the Company in its discretion (including without limitation to comply
with applicable laws or stock exchange requirements) and is further agreeing that all of the Participant’s Awards may be
unilaterally amended by the Company to the extent needed to comply with the Clawback Policy.


 






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SECTION
14. WITHHOLDING TAXES.


 


(a) General.
A Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that
arise in connection with his or her Award. The Company shall not be required to issue any Shares or make any cash payment under
the Plan until such obligations are satisfied and the Company shall, to the extent permitted by law, have the right to deduct
any such taxes from any payment of any kind otherwise due to the Participant.


 


(b) Share
Withholding. The Committee in its discretion may permit or require a Participant to satisfy all or part of his or her withholding
tax obligations by having the Company withhold all or a portion of any Shares that otherwise would be issued to him or her or
by surrendering all or a portion of any Shares that he or she previously acquired (or by stock attestation). Such Shares shall
be valued based on the value of the actual trade or, if there is none, the Fair Market Value as of the previous day. Any payment
of taxes by assigning Shares to the Company may be subject to restrictions, including, but not limited to, any restrictions required
by rules of the SEC. The Committee may also, in its discretion, permit or require a Participant to satisfy withholding tax obligations
related to an Award through a sale of Shares underlying the Award or, in the case of Options, through Net Exercise or Cashless
Exercise. The number of Shares that are withheld from an Award pursuant to this section may also be limited by the Committee,
to the extent necessary, to avoid liability-classification of the Award (or other adverse accounting treatment) under applicable
financial accounting rules including without limitation by requiring that no amount may be withheld which is in excess of the
applicable maximum statutory withholding rates. The Committee, in its discretion, may permit other forms of payment of applicable
tax withholding.


 


SECTION
15. DURATION AND AMENDMENTS.


 


(a) Term
of the Plan. The Plan, as set forth herein, is effective on the Adoption Date. The Plan shall terminate on the day before
the tenth (10th) anniversary of the Adoption Date and may be terminated on any earlier date pursuant to this Section
15. This Plan will not in any way affect outstanding awards that were issued under any other Company equity compensation plans.


 


(b) Right
to Amend or Terminate the Plan. The Board may amend or terminate the Plan at any time and for any reason. No Awards shall
be granted under the Plan after the Plan’s termination. An amendment of the Plan shall be subject to the approval of the
Company’s stockholders only to the extent required by applicable laws, regulations or rules. In addition, no such amendment
or termination (or amendment of an executed Award Agreement) shall be made which would materially impair the rights of any Participant,
without such Participant’s written consent, under any then-outstanding Award. In the event of any conflict in terms between
the Plan and any Award Agreement, the terms of the Plan shall prevail and govern.


 


SECTION
16. EXECUTION.


 


To
record the adoption of the Plan by the Board, the Company has caused its duly authorized Officer to execute this Plan on behalf
of the Company.


 



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	 	GREENWICH LIFE SCIENCES, INC.
	 	 
	 	By:	 
	 	 	Name: Snehal Patel
	 	 	Title: Chief Executive Officer




 


 


 


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