Exhibit 10.2


 


KAIVAL
BRANDS INNOVATIONS GROUP, INC.

2020 STOCK AND INCENTIVE COMPENSATION PLAN


 


1.
Purpose of the Plan.


 


The
purpose of this Plan is to enhance shareholder value by linking the compensation of officers, directors, key employees and consultants
of the Company to increases in the price of Kaival Brands Innovations Group, Inc. common stock and the achievement of other performance
objectives, and to encourage ownership in the Company by key personnel whose long-term employment is considered essential to the
Company’s continued progress and success. The Plan is also intended to assist the Company in the recruitment of new employees
and to motivate, retain and encourage such employees and directors to act in the shareholders’ interest and share in the
Company’s success.


 


2.
Definitions.


 


As
used herein, the following definitions shall apply:


 


(a)
“Administrator” means the Board, any Committee or such delegates as shall be administering the Plan in accordance
with Section 4 of the Plan.


 


(b)
“Affiliate” means any Subsidiary or other entity that is directly or indirectly controlled by the Company or
any entity in which the Company has a significant ownership interest as determined by the Administrator. The Administrator shall,
in its sole discretion, determine which entities are classified as Affiliates and designated as eligible to participate in this
Plan.


 


(c)
“Applicable Law” means the requirements relating to the administration of stock option plans under U.S. federal
and state laws, any stock exchange or quotation system on which the Company has listed or submitted for quotation the Common Shares
to the extent provided under the terms of the Company’s agreement with such exchange or quotation system and, with respect
to Awards subject to the laws of any foreign jurisdiction where Awards are, or will be, granted under the Plan, the laws of such
jurisdiction.


 


(d)
“Award” means a Stock Award, Option, Stock Appreciation Right, Stock Unit, or Other Stock-Based Award granted
in accordance with the terms of the Plan, or any other property (including cash) granted pursuant to the provisions of the Plan.


 


(e)
“Awardee” means an Employee, Director or Consultant who has been granted an Award under the Plan.


 


(f)
“Award Agreement” means a Stock Award Agreement, Option Agreement, Stock Appreciation Right Agreement, Restricted
Stock Unit Agreement or Other Stock-Based Award Agreement, which may be in written or electronic format, in such form and with
such terms as may be specified by the Administrator, evidencing the terms and conditions of an individual Award. Each Award Agreement
is subject to the terms and conditions of the Plan. The Award Agreement shall be delivered to the Participant receiving such Award
upon, or as promptly as is reasonably practicable following, the grant of such Award. The effectiveness of an Award shall not
be subject to the Award Agreement’s being signed by the Company and/or the Participant receiving the Award unless specifically
so provided in the Award Agreement.


 


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


 






     


     


    

 


(h)
“Change of Control” shall mean, except as otherwise provided in an Award Agreement, one of the following shall
have taken place after the date of this Agreement:


 


(i)
any one person, or group of owners of another corporation who, acting together through a merger, consolidation, purchase, acquisition
of stock or the like (a "Group"), acquires ownership of Shares of the Company that, together with the Shares held by
such person or Group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the Shares
of the Company (or other voting securities of the Company then outstanding). However, if such person or Group is considered to
own more than fifty percent (50%) of the total fair market value or total voting power of the Shares (or other voting securities
of the Company then outstanding) before this transfer of the Company's Shares (or other voting securities of the Company then
outstanding), the acquisition of additional Shares (or other voting securities of the Company then outstanding) by the same person
or Group shall not be considered to cause a Change of Control of the Company; or


 


(ii)
any one person or Group acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition
by such person or persons) ownership of Shares (or other voting securities of the Company then outstanding) of the Company possessing
thirty percent (30%) or more of the total voting power of the Shares (or other voting securities then outstanding) of the Company
where such person or Group is not merely acquiring additional control of the Company; or


 


(iii)
a majority of the members of the Company's Board is replaced during any twelve (12) month period by directors whose appointment
or election is not endorsed by a majority of the members of the Company's Board prior to the date of the appointment or election
(the “Incumbent Board”), but excluding, for purposes of determining whether a majority of the Incumbent Board has
endorsed any candidate for election to the Board, any individual whose initial assumption of office occurs as a result of an actual
or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation
of proxies or consents by or on behalf of a person or Group other than the Company’s Board; or


 


(iv)
any one person or Group acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition
by such person or Group) all or substantially all of the assets from the Company that have a total gross fair market value equal
to or more than forty percent (40%) of the total fair market value of all assets of the Company immediately prior to such acquisition
or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets
being disposed of, determined without regard to any liabilities associated with such assets. A transfer of assets by the Company
will not result in a Change of Control if the assets are transferred to:


 


	 	(1)	a
    stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;


 


	 	(2)	an
    entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company
    immediately after the transfer of assets;


 


	 	(3)	a
    person or Group that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the
    outstanding stock of the Company; or


 


	 	(4)	an
    entity, at least fifty percent (50%) of the total value or voting power of which is owned directly or indirectly, by a person
    described in subparagraph (h)(i), above; or


 






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(v)
Shareholders of the Company approve a plan of complete liquidation or dissolution of the Company.


 


Notwithstanding
the foregoing, if any payment or distribution event applicable to an Award is subject to the requirements of Section 409A(a)(2)(A)
of the Code, the determination of the occurrence of a Change of Control shall be governed by applicable provisions of Section
409A(a)(2)(A) of the Code and regulations and rulings issued thereunder for purposes of determining whether such payment or distribution
may then occur.


 


(i)
“Code” means the United States Internal Revenue Code of 1986, as amended, and any successor thereto, the Treasury
Regulations thereunder and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury Department.
Reference to any specific section of the Code shall be deemed to include such regulations and guidance, as well as any successor
provision of the Code.


 


(j)
“Committee” means a committee of Directors appointed by the Board in accordance with Section 4 of the Plan
or, in the absence of any such special appointment, the Compensation Committee of the Board. If there is no Compensation Committee,
the full Board shall constitute the Committee.


 


(k)
“Common Shares” means the Common Stock of the Company, $.001 par value, or any security of the Company issued
in substitution, exchange or lieu thereof.


 


(l)
“Company” means Kaival Brands Innovations Group, Inc., a Delaware corporation, or, except as utilized in the
definition of Change of Control, its successor.


 


(m)
“Consultant” means an individual providing services to the Company or any of its Affiliates as an independent
contractor, and includes prospective consultants who have accepted offers of consultancy for the Company or any of its Affiliates,
so long as such person (i) renders bona fide services that are not in connection with the offer and sale of the Company’s
securities in a capital-raising transaction, (ii) does not directly or indirectly promote or maintain a market for the Company’s
securities, and (iii) otherwise qualifies as a consultant under the applicable rules of the SEC for registration of shares of
stock on a Form S-8 registration statement.


 


(n)
“Conversion Award” has the meaning set forth in Section 4(b)(xii) of the Plan.


 


(o)
“Director” means a member of the Board. Any Director who does not serve as an employee of the Company is referred
to herein as a “Non-employee Director.”


 


(p)
“Disability” means (i) “Disability” as defined in any employment, consulting or similar agreement
to which the Participant is a party, or (ii) if there is no such agreement or it does not define “Disability,” (A)
permanent and total disability as determined under the Company’s long-term disability plan applicable to the Participant,
or (B) if there is no such plan applicable to the Participant or the Committee determines otherwise in an applicable Award Agreement,
“Disability” shall mean the Participant is unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to
last for a continuous period of not less than 12 months, as determined by the Committee. Notwithstanding the above, with respect
to any Award that constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code,
the foregoing definition shall apply for purposes of vesting of such Award, provided that such Award shall not be settled until
the earliest of: (x) the Participant’s “disability” within the meaning of Section 409A of the Code, (y) the
Participant’s “separation from service” within the meaning of Section 409A of the Code and (z) the date such
Award would otherwise be settled pursuant to the terms of the Award Agreement.


 






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(q)
“Disaffiliation” means a Subsidiary’s or Affiliate’s ceasing to be a Subsidiary or Affiliate for
any reason (including, without limitation, as a result of a public offering, or a spin-off or sale by the Company, of the stock
of the Subsidiary or Affiliate) or a sale of a division of the Company and its Affiliates.


 


(r)
“Employee” means a regular, active employee of the Company or any Affiliate, including an Officer or Director
who is also a regular, active employee of the Company or any Affiliate. The Administrator shall determine whether the Chairman
of the Board qualifies as an “Employee.” For any and all purposes under the Plan, the term “Employee”
shall not include a person hired as a leased employee, Consultant or a person otherwise designated by the Administrator, the Company
or an Affiliate at the time of hire as not eligible to participate in or receive benefits under the Plan or not on the payroll,
even if such ineligible person is subsequently determined to be a common law employee of the Company or an Affiliate or otherwise
an employee by any governmental or judicial authority. Unless otherwise determined by the Administrator in its sole discretion,
for purposes of the Plan, an Employee shall be considered to have terminated employment and to have ceased to be an Employee if
his or her employer ceases to be an Affiliate, even if he or she continues to be employed by such employer.


 


(s)
“Exchange Act” means the United States Securities Exchange Act of 1934, as amended and any successor thereto.


 


(t)
“Fair Market Value” means the closing price for the Common Shares reported on a consolidated basis on the primary
national securities exchange on which such Common Shares are traded on the date of measurement, or if the Common Shares were not
traded on such measurement date, then on the next preceding date on which Common Shares were traded, all as reported by such source
as the Committee may select. If the Common Shares are not listed on a national securities exchange, Fair Market Value shall be
determined by the Committee in its good faith discretion, taking into account, to the extent appropriate, the requirements of
Section 409A of the Code and bid and offered prices on any applicable over the counter market.


 


(u)
“Grant Date” means, with respect to each Award, the date upon which the Award is granted to an Awardee pursuant
to this Plan, which may be a designated future date as of which such Award will be effective, as determined by the Committee.


 


(v)
“Incentive Stock Option” means an Option that is identified in the Option Agreement as intended to qualify
as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder, and that
actually does so qualify.


 


(w)
“Nonqualified Stock Option” means an Option that is not an Incentive Stock Option.


 


(x)
“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.


 






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(y)
“Option” means a right granted under Section 8 of the Plan to purchase a number of Shares at such exercise
price, at such times, and on such other terms and conditions as are specified in the agreement or other documents evidencing the
Award (the “Option Agreement”). Only Nonqualified Stock Options may be granted under the Plan.


 


(z)
“Other Stock-Based Award” means an Award granted pursuant to Section 11 of the Plan on such terms and conditions
as are specified in the agreement or other documents evidencing the Award (the “Other Stock-Based Award Agreement”).


 


(aa)
“Participant” means the Awardee or any person (including any estate) to whom an Award has been assigned or
transferred as permitted hereunder.


 


(bb)
“Performance Criteria” shall have the meaning set forth in Section 12(b) of the Plan.


 


(cc)
“Plan” means this 2020 Stock and Incentive Compensation Plan, as set forth herein and as hereafter amended
from time to time.


 


(dd)
“Securities Act” means the United States Securities Act of 1933, as amended.


 


(ee)
“Share” means a Common Share, as adjusted in accordance with Section 14 of the Plan.


 


(ff)
“Stock Appreciation Right” means a right granted under Section 9 of the Plan on such terms and conditions as
are specified in the agreement or other documents evidencing the Award (the “Stock Appreciation Right Agreement”).


 


(gg)
“Stock Award” means an award or issuance of Shares made under Section 10 of the Plan, the grant, issuance,
retention, vesting and/or transferability of which is subject during specified periods of time to such conditions (including,
without limitation, continued employment or performance conditions) and terms as are expressed in the agreement or other documents
evidencing the Award (the “Stock Award Agreement”).


 


(hh)
“Stock Unit” means a bookkeeping entry representing an amount equivalent to the Fair Market Value of one Share,
payable in cash, property or Shares. Stock Units represent an unfunded and unsecured obligation of the Company, except as otherwise
provided for by the Administrator.


 


(ii)
“Stock Unit Award” means an award or issuance of Stock Units made under Section 11 of the Plan, the grant,
issuance, retention, vesting and/or transferability of which is subject during specified periods of time to such conditions (including,
without limitation, continued employment or performance conditions) and terms as are expressed in the agreement or other documents
evidencing the Award (the “Stock Unit Award Agreement”).


 


(jj)
“Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning
with the Company, provided each company in the unbroken chain (other than the Company) owns, at the time of determination, stock
possessing 50% or more of the total combined voting power of all classes of stock, in one of the other corporations in such chain.


 


(kk)
“Termination for Cause” means, unless otherwise provided in an Award Agreement, Termination of Employment on
account of any act of fraud or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the
Company or any Affiliate, or the intentional and repeated violation of the written policies or procedures of the Company, provided
that, for an Employee who is party to an individual severance or employment agreement defining Cause, “Cause” shall
have the meaning set forth in such agreement except as may be otherwise provided in such agreement. For purposes of this Plan,
a Participant’s Termination of Employment shall be deemed to be a Termination for Cause if, after the Participant’s
employment has terminated, facts and circumstances are discovered that would have justified, in the opinion of the Committee,
a Termination for Cause.


 






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(ll)
“Termination of Employment” means, for purposes of this Plan, unless otherwise determined by the Administrator,
ceasing to be an Employee (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder)
of the Company and any of its Subsidiaries or Affiliates. Unless otherwise determined by the Committee in the terms of an Award
Agreement or otherwise, if a Participant’s employment with the Company and its Affiliates terminates but such Participant
continues to provide services to the Company and its Affiliates in a Non-employee Director capacity, such change in status shall
not be deemed a Termination of Employment. A Participant employed by, or performing services for, a Subsidiary or an Affiliate
or a division of the Company and its Affiliates shall be deemed to incur a Termination of Employment if, as a result of a Disaffiliation,
such Subsidiary, Affiliate, or division ceases to be a Subsidiary, Affiliate or division, as the case may be, and the Participant
does not immediately thereafter become an Employee of (or service provider for), or member of the board of directors of, the Company
or another Subsidiary or Affiliate. Temporary absences from employment because of illness, vacation or leave of absence and transfers
among the Company and its Subsidiaries and Affiliates shall not be considered Terminations of Employment. In addition, Termination
of Employment shall mean a “separation from service” as defined in regulations issued under Code Section 409A whenever
necessary to ensure compliance therewith for any payment or settlement of a benefit conferred under this Plan that is subject
to such Code section, and, for such purposes, shall be determined based upon a reduction in the bona fide level of services performed
to a level equal to twenty percent (20%) or less of the average level of services performed by the Employee during the immediately
preceding 36-month period.


 


3.
Stock Subject to the Plan.


 


(a)
Aggregate Limit. Subject to the provisions of Section 14(a) of the Plan, the maximum aggregate number of Shares which may
be subject to or delivered under Awards granted under the Plan is 100,000,000 Shares. Shares subject to or delivered under Conversion
Awards shall not reduce the aggregate number of Shares which may be subject to or delivered under Awards granted under this Plan.
The Shares issued under the Plan may be either Shares reacquired by the Company, including Shares purchased in the open market,
or authorized but unissued Shares.


 


(b)
Limit on Awards to Directors. Subject to the provisions of Section 14(a) of the Plan, and notwithstanding any other provision
of the Plan to the contrary, the aggregate grant date fair value (computed as of the date of grant in accordance with applicable
financial accounting rules) of all Awards granted to any Non-employee Director during any single calendar year shall not exceed
200,000 Shares.


 


(c)
Share Counting Rules.


 


(i)
For purposes of this Section 3 of the Plan, Shares subject to Awards that have been canceled, expired, settled in cash, or not
issued or forfeited for any reason (in whole or in part) shall not reduce the aggregate number of Shares which may be subject
to or delivered under Awards granted under this Plan and shall be available for future Awards granted under this Plan.


 






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(ii)
Shares subject to Awards that have been retained by the Company in payment or satisfaction of the purchase price of an Award or
the tax withholding obligation of an Awardee, and Shares that have been delivered (either actually or constructively by attestation)
to the Company in payment or satisfaction of the purchase price of an Award or the tax withholding obligation of an Awardee, shall
again be available for grant under the Plan.


 


(iii)
Conversion Awards shall not reduce the Shares authorized for grant under the Plan or the limitations on Awards to a Participant
under subsection (b), above, nor shall Shares subject to a Conversion Award again be available for an Award under the Plan as
provided in this subsection (c).


 


4.
Administration of the Plan.


 


(a)
Procedure.


 


(i)
Multiple Administrative Bodies. The Plan shall be administered by the Board, a Committee designated by the Board to so
administer this Plan and/or their respective delegates.


 


(ii)
Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3 promulgated under the
Exchange Act (“Rule 16b-3”), Awards to Officers and Directors shall be made by the entire Board or a Committee of
two or more “non-employee directors” within the meaning of Rule 16b-3.


 


(iii)
Other Administration. To the extent required by the rules of the principal U.S. national securities exchange on which the
Shares are traded, if applicable, the members of the Committee shall also qualify as “independent directors” as set
forth in such rules. Except to the extent prohibited by Applicable Law, the Board or a Committee may delegate to a Committee of
one or more Directors or to authorized officers of the Company the power to approve Awards to persons eligible to receive Awards
under the Plan who are not subject to Section 16 of the Exchange Act.


 


(iv)
Awards to Directors. The Board shall have the power and authority to grant Awards to Non-employee Directors, including
the authority to determine the number and type of awards to be granted; determine the terms and conditions, not inconsistent with
the terms of this Plan, of any award; and to take any other actions the Board considers appropriate in connection with the administration
of the Plan.


 


(v)
Delegation of Authority for the Day-to-Day Administration of the Plan. Except to the extent prohibited by Applicable Law,
the Administrator may delegate to one or more individuals the day-to-day administration of the Plan and any of the functions assigned
to it in this Plan. Such delegation may be revoked at any time.


 


(b)
Powers of the Administrator. Subject to the provisions of the Plan and, in the case of a Committee or delegates acting
as the Administrator, subject to the specific duties delegated to such Committee or delegates, the Administrator shall have the
authority, in its discretion:


 


(i)
to select the Non-employee Directors, Consultants and Employees of the Company or its Affiliates to whom Awards are to be granted
hereunder;


 






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(ii)
to determine the number of Common Shares to be covered by each Award granted hereunder;


 


(iii)
to determine the type of Award to be granted to the selected Employees, Consultants and Non-employee Directors;


 


(iv)
to approve forms of Award Agreements;


 


(v)
to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms
and conditions include, but are not limited to, the exercise and/or purchase price, the time or times when an Award may be exercised
(which may or may not be based on Performance Criteria), the vesting schedule, any vesting and/or exercisability provisions, terms
regarding acceleration of Awards or waiver of forfeiture restrictions, the acceptable forms of consideration for payment for an
Award, the term, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such
factors as the Administrator, in its sole discretion, shall determine and may be established at the time an Award is granted or
thereafter;


 


(vi)
to correct administrative errors;


 


(vii)
to construe and interpret the terms of the Plan (including sub-plans and Plan addenda) and Awards granted pursuant to the Plan;


 


(viii)
to adopt rules and procedures relating to the operation and administration of the Plan to accommodate the specific requirements
of local laws and procedures. Without limiting the generality of the foregoing, the Administrator is specifically authorized (A)
to adopt rules and procedures regarding the conversion of local currency, the shift of tax liability from employer to employee
(where legally permitted) and withholding procedures and handling of stock certificates which vary with local requirements, and
(B) to adopt sub-plans and Plan addenda as the Administrator deems desirable, to accommodate foreign laws, regulations and practice;


 


(ix)
to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans
and Plan addenda;


 


(x)
to modify or amend each Award, including, but not limited to, the acceleration of vesting and/or exercisability, provided, however,
that any such modification or amendment (A) is subject to the minimum vesting provisions under the Plan, if any, and the plan
amendment provisions set forth in Section 15 of the Plan, and (B) may not materially impair any outstanding Award unless agreed
to in writing by the Participant, except that such agreement shall not be required if the Administrator determines in its sole
discretion that such modification or amendment either (Y) is required or advisable in order for the Company, the Plan or the Award
to satisfy any Applicable Law or to meet the requirements of any accounting standard, or (Z) is not reasonably likely to significantly
diminish the benefits provided under such Award, or that adequate compensation has been provided for any such diminishment, except
following a Change of Control;


 


(xi)
to allow or require Participants to satisfy withholding tax amounts by electing to have the Company withhold from the Shares to
be issued upon exercise of a Nonqualified Stock Option or vesting of a Stock Award or Stock Unit Award that number of Shares having
a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined
in such manner and on such date that the Administrator shall determine or, in the absence of provision otherwise, on the date
that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose
shall be made in such form and under such conditions as the Administrator may provide;


 






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(xii)
to authorize conversion or substitution under the Plan of any or all stock options, stock appreciation rights or other stock awards
held by awardees of an entity acquired by the Company (the “Conversion Awards”). Any conversion or substitution shall
be effective as of the close of the merger or acquisition. The Conversion Awards shall be Nonqualified Stock Options with respect
to options granted by the acquired entity;


 


(xiii)
to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously
granted by the Administrator;


 


(xiv)
to impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resale
by a Participant or of other subsequent transfers by the Participant of any Shares issued as a result of or under an Award or
upon the exercise of an Award, including, without limitation, (A) restrictions under an insider trading policy, (B) restrictions
as to the use of a specified brokerage firm for such resale or other transfers, and (C) institution of “blackout”
periods on exercises of Awards;


 


(xv)
to provide, either at the time an Award is granted or by subsequent action, that an Award shall contain as a term thereof, a right,
either in tandem with the other rights under the Award or as an alternative thereto, of the Participant to receive, without payment
to the Company, a number of Shares, cash or a combination thereof, the amount of which is determined by reference to the value
of the Award; and


 


(xvi)
to make all other determinations deemed necessary or advisable for administering the Plan and any Award granted hereunder.


 


(c)
Effect of Administrator’s Decision. All questions arising under the Plan or under any Award shall be decided by the
Administrator in its total and absolute discretion. All decisions, determinations and interpretations by the Administrator regarding
the Plan, any rules and regulations under the Plan and the terms and conditions of any Award granted hereunder, shall be final
and binding on all Participants. The Administrator shall consider such factors as it deems relevant, in its sole and absolute
discretion, to making such decisions, determinations and interpretations, including, without limitation, the recommendations or
advice of any officer or other employee of the Company and such attorneys, consultants and accountants as it may select.


 


(d)
Indemnity. To the extent allowable under Applicable Law, each member of the Committee or of the Board and any person to
whom the Committee has delegated any of its authority under the Plan shall be indemnified and held harmless by the Company from
any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such person 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 or failure to act pursuant to the Plan, and against and from any and all amounts paid by him or her in satisfaction
of judgment in such action, suit, or proceeding against him or her; provided he or she gives 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 pursuant
to the Company’s Articles of Incorporation or By-laws, as a matter of law, or otherwise, or any power that the Company may
have to indemnify them or hold them harmless.


 






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5.
Eligibility.


 


Awards
may be granted only to Directors, Employees and Consultants of the Company or any of its Affiliates.


 


6.
Term of Plan.


 


The
Plan shall become effective upon its approval by shareholders of the Company. It shall continue in effect from the date the Plan
is approved by the shareholders of the Company (the “Effective Date”) until terminated under Section 15 of the Plan.


 


7.
Term of Award.


 


Subject
to the provisions of the Plan, the term of each Award shall be determined by the Administrator and stated in the Award Agreement
and may extend beyond the termination of the Plan. In the case of an Option or a Stock Appreciation Right, the term shall be ten
(10) years from the Grant Date or such shorter term as may be provided in the Award Agreement. Notwithstanding the foregoing,
the term of Awards shall be extended automatically if the Award would expire at a time when trading in Common Shares is prohibited
by law or the Company’s insider trading policy to the 30th day after the expiration of the prohibition.


 


8.
Options.


 


The
Administrator may grant an Option or provide for the grant of an Option, either from time to time in the discretion of the Administrator
or automatically upon the occurrence of specified events, including, without limitation, the achievement of performance goals.
Only Nonqualified Stock Options may be issued under this Plan.


 


(a)
Option Agreement. Each Option Agreement shall contain provisions regarding (i) the number of Shares that may be issued
upon exercise of the Option, (ii) the exercise price of the Option and the means of payment of such exercise price, (iii) the
term of the Option, (iv) such terms and conditions regarding the vesting and/or exercisability of an Option as may be determined
from time to time by the Administrator, (v) restrictions on the transfer of the Option and forfeiture provisions, and (vi) such
further terms and conditions, in each case not inconsistent with this Plan, as may be determined from time to time by the Administrator.


 


(b)
Exercise Price. The per share exercise price for the Shares to be issued upon exercise of an Option shall be determined
by the Administrator, except that the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on
the Grant Date, except with respect to Conversion Awards.


 


(c)
No Option Repricings. Subject to Section 14(a) of the Plan, the exercise price of an Option may not be reduced without
shareholder approval, nor may outstanding Options be cancelled in exchange for cash, other Awards or Options with an exercise
price that is less than the exercise price of the original Option without shareholder approval.


 






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(d)
No Reload Grants. Options shall not be granted under the Plan in consideration for and shall not be conditioned upon the
delivery of Shares to the Company in payment of the exercise price and/or tax withholding obligation under any other employee
stock option.


 


(e)
Vesting Period and Exercise Dates. Options granted under this Plan shall vest and/or be exercisable at such time and in
such installments during the period prior to the expiration of the Option’s term as determined by the Administrator and
as specified in the Option Agreement. The Administrator shall have the right to make the timing of the ability to exercise any
Option granted under this Plan subject to continued active employment, the passage of time and/or such performance requirements
as deemed appropriate by the Administrator. At any time after the grant of an Option, the Administrator may reduce or eliminate
any restrictions surrounding any Participant’s right to exercise all or part of the Option.


 


(f)
Form of Consideration. The Administrator shall determine the acceptable form of consideration for exercising an Option,
including the method of payment, either through the terms of the Option Agreement or at the time of exercise of an Option. Acceptable
forms of consideration may include:


 


(i)
cash;


 


(ii)
check or wire transfer (denominated in U.S. Dollars);


 


(iii)
subject to any conditions or limitations established by the Administrator, other Shares which were held for a period of more than
six (6) months on the date of surrender and which have a Fair Market Value on the date of surrender equal to or greater than the
aggregate exercise price of the Shares as to which said Option shall be exercised (it being agreed that the excess of the Fair
Market Value over the aggregate exercise price, if any, shall be refunded to the Awardee in cash);


 


(iv)
subject to any conditions or limitations established by the Administrator, the Company withholding Shares otherwise issuable upon
exercise of an Option;


 


(v)
consideration received by the Company under a broker-assisted sale and remittance program acceptable to the Administrator and
in compliance with Applicable Law;


 


(vi)
such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Law; or


 


(vii)
any combination of the foregoing methods of payment.


 


(g)
Procedure for Exercise; Rights as a Shareholder.


 


(i)
Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions
as determined by the Administrator and set forth in the applicable Option Agreement.


 


(ii)
An Option shall be deemed exercised when (A) the Company receives (1) written or electronic notice of exercise (in accordance
with the Option Agreement or procedures established by the Administrator) from the person entitled to exercise the Option and
(2) full payment for the Shares with respect to which the related Option is exercised, and (B) provisions acceptable to the Administrator
have been made for payment of all applicable withholding taxes.


 






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(iii)
Unless provided otherwise by the Administrator or pursuant to this Plan, until the Shares are issued (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends
or any other rights as a shareholder shall exist with respect to the Shares subject to an Option, notwithstanding the exercise
of the Option.


 


(iv)
The Company shall issue (or cause to be issued) such Shares as soon as administratively practicable after the Option is exercised.
An Option may not be exercised for a fraction of a Share.


 


9.
Stock Appreciation Rights.


 


A
“Stock Appreciation Right” or “SAR” is a right that entitles the Awardee to receive, in cash or Shares
(as determined by the Administrator), value equal to or otherwise based on the excess of (i) the Fair Market Value of a specified
number of Shares at the time of exercise over (ii) the aggregate exercise price of the right, as established by the Administrator
on the Grant Date. All Stock Appreciation Rights under the Plan shall be granted subject to the same terms and conditions applicable
to Options as set forth in Section 8 of the Plan. Stock Appreciation Rights may be granted to Awardees either alone (“freestanding”)
or in addition to or in tandem with other Awards granted under the Plan and may, but need not, relate to a specific Option granted
under Section 8 of the Plan. However, any Stock Appreciation Right granted in tandem with an Option may be granted at the same
time such Option is granted or at any time thereafter before exercise or expiration of such Option, and shall be based on the
Fair Market Value of one Share on the Grant Date or, if applicable, on the Grant Date of the Option with respect to a Stock Appreciation
Right granted in exchange for or in tandem with, but subsequent to, the Option (subject to the requirements of Section 409A of
the Code). Subject to the provisions of Section 8 of the Plan, the Administrator may impose such other conditions or restrictions
on any Stock Appreciation Right as it shall deem appropriate.


 


10.
Stock Awards.


 


(a)
Stock Award Agreement. Each Stock Award Agreement shall contain provisions regarding (i) the number of Shares subject to
such Stock Award or a formula for determining such number, (ii) the purchase price of the Shares, if any, and the means of payment
for the Shares, (iii) the Performance Criteria, if any, and level of achievement versus these criteria that shall determine the
number of Shares granted, issued, retainable and/or vested, (iv) such terms and conditions on the grant, issuance, vesting and/or
forfeiture of the Shares as may be determined from time to time by the Administrator, (v) restrictions on the transferability
of the Stock Award, and (vi) such further terms and conditions, in each case not inconsistent with this Plan, as may be determined
from time to time by the Administrator. The Committee may, in its sole discretion, waive the vesting restrictions and any other
conditions set forth in any Award Agreement under such terms and conditions as the Committee shall deem appropriate.


 


(b)
Restrictions and Performance Criteria. The grant, issuance, retention and/or vesting of Stock Awards issued to Employees
may be subject to such Performance Criteria and level of achievement versus these criteria as the Administrator shall determine,
which criteria may be based on financial performance, the occurrence of a specified corporate event, personal performance evaluations
and/or completion of service by the Awardee. Awards with vesting conditions that are based upon Performance Criteria and level
of achievement versus such criteria are referred to as “Performance Stock Awards” and Awards with vesting conditions
that are based upon continued employment or the passage of time are referred to as “Restricted Stock Awards.”


 






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(c)
Rights as a Shareholder. Unless otherwise provided for by the Administrator, the Participant shall have the rights equivalent
to those of a shareholder and shall be a shareholder only after Shares are issued (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company) to the Participant. Any certificate issued in respect
of a Restricted Stock Award shall be registered in the name of the applicable Participant and shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such Award. The Committee may require that the certificates
evidencing such Shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition
of any Award of Restricted Stock, the applicable Participant shall have delivered a stock power, endorsed in blank, relating to
the Common Shares covered by such Award. The Participant shall not be permitted to sell, assign, transfer, pledge or otherwise
encumber a Stock Award.


 


11.
Stock Unit Awards and Other Stock-Based Awards.


 


(a)
Stock Unit Awards. Each Stock Unit Award Agreement shall contain provisions regarding (i) the number of Shares subject
to such Stock Unit Award or a formula for determining such number, (ii) the Performance Criteria, if any, and level of achievement
versus these criteria that shall determine the number of Shares granted, issued, and/or vested, (iii) such terms and conditions
on the grant, issuance, vesting and/or forfeiture of the Shares as may be determined from time to time by the Administrator, (iv)
restrictions on the transferability of the Stock Unit Award, and (v) such further terms and conditions, in each case not inconsistent
with this Plan, as may be determined from time to time by the Administrator. The Committee may, in its sole discretion, waive
the vesting restrictions and any other conditions set forth in any Award Agreement under such terms and conditions as the Committee
shall deem appropriate.


 


(b)
Restrictions and Performance Criteria. The grant, issuance, retention and/or vesting of Stock Unit Awards issued to Employees
may be subject to such Performance Criteria and level of achievement versus these criteria as the Administrator shall determine,
which criteria may be based on financial performance, the occurrence of a specified corporate event, personal performance evaluations
and/or completion of service by the Awardee. Awards with vesting conditions that are based upon Performance Criteria and level
of achievement versus such criteria are referred to as “Performance Stock Unit Awards” and Awards with vesting conditions
that are based upon continued employment or the passage of time are referred to as “Restricted Stock Unit Awards.”


 


(c)
Rights as a Shareholder. Unless otherwise provided for by the Administrator, the Participant shall have the rights equivalent
to those of a shareholder and shall be a shareholder only after Shares are issued (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company) to the Participant. 


 


(d)
Other Stock-Based Award. An “Other Stock-Based Award” means any other type of equity-based or equity-related
Award not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted Shares), as well
as any cash based bonus based on the attainment of Performance Criteria as described in Section 13(b), in such amount and subject
to such terms and conditions as the Administrator shall determine. Such Awards may involve the transfer of actual Shares to Participants,
or payment in cash or otherwise of amounts based on the value of Shares or pursuant to attainment of a performance goal. Each
Other Stock-Based Award will be evidenced by an Award Agreement containing such terms and conditions as may be determined by the
Administrator.


 






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(e)
Value of Other Stock-Based Awards. Each Other Stock-Based Award shall be expressed in terms of Shares or units based on
Shares or a target amount of cash, as determined by the Administrator. The Administrator may establish Performance Criteria in
its discretion. If the Administrator exercises its discretion to establish Performance Criteria, the number and/or value of Other
Stock-Based Awards that will be paid out to the Participant will depend on the extent to which the performance goals are met.


 


(f)
Payment of Other Stock-Based Awards. Payment, if any, with respect to Other Stock-Based Awards shall be made in accordance
with the terms of the Award, in cash or Shares as the Administrator determines.


 


12.
Other Provisions Applicable to Awards.


 


(a)
Non-Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner other than by beneficiary designation, will or by the laws of descent or
distribution, including but not limited to any attempted assignment or transfer in connection with the settlement of marital property
or other rights incident to a divorce or dissolution, and any such attempted sale, assignment or transfer shall be of no effect
prior to the date an Award is vested and settled. The Administrator may only make an Award transferable to an Awardee’s
family member or any other person or entity provided the Awardee does not receive consideration for such transfer. If the Administrator
makes an Award transferable, either as of the Grant Date or thereafter, such Award shall contain such additional terms and conditions
as the Administrator deems appropriate, and any transferee shall be deemed to be bound by such terms upon acceptance of such transfer.


 


(b)
Performance Criteria. For purposes of this Plan, the term “Performance Criteria” shall mean any one or more
criteria based on financial performance, the occurrence of a specified corporate event (such as an acquisition or merger), personal
performance evaluations and/or completion of service, either individually, alternatively or in any combination, applied, as applicable,
to either the Company as a whole or to a Subsidiary, business unit, Affiliate or business segment, either individually, alternatively
or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to
a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the
Committee in the Award or by duly adopted resolution. The Administrator may establish specific performance targets (including
thresholds and whether to exclude certain extraordinary, non-recurring, or similar items) and Award amounts, subject to the right
of the Administrator to exercise discretion to adjust payment amounts, either up or down, following the conclusion of the performance
period on the basis of such further considerations as the Administrator in its sole discretion shall determine. Extraordinary,
non-recurring items that may be the basis of adjustment include, but are not limited to, acquisitions or divestitures, restructurings,
discontinued operations, extraordinary items, and other unusual or non-recurring charges, an event either not directly related
to the operations of the Company, Subsidiary, division, business segment or business unit or not within the reasonable control
of management, the cumulative effects of tax or accounting changes in accordance with U.S. generally accepted accounting principles,
and foreign exchange gains or losses.


 






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(c)
Termination of Employment or Board Membership. The Administrator shall determine as of the Grant Date (subject to modification
subsequent to the Grant Date) the effect a termination from membership on the Board by a Non-employee Director for any reason
or a Termination of Employment due to Disability, death, or otherwise (including Termination for Cause) shall have on any Award.
Unless otherwise provided in the Award Agreement:


 


(i)
Upon termination from membership on the Board by a Non-employee Director for any reason other than Disability or death, any Option
or SAR held by such Director that (1) has not vested and is not exercisable as of the effective date of such termination from
membership on the Board shall be subject to immediate cancellation and forfeiture, or (2) is vested and exercisable as of the
effective date of such termination shall remain exercisable for one year thereafter, or the remaining term of the Option or SAR,
if less. Any unvested Stock Award, Stock Unit Award or Other Stock Based Award held by a Non-employee Director at the time of
termination from membership on the Board for a reason other than Disability or death shall be immediately cancelled and forfeited.


 


(ii)
Termination from membership on the Board by a Non-employee Director due to Disability or death shall result in full vesting of
any outstanding Options or SARs and vesting of a prorated portion of any Stock Award, Stock Unit Award or Other Stock Based Award
based upon the full months of the applicable performance period, vesting period or other period of restriction elapsed as of the
end of the month in which the termination from membership on the Board by a Non-employee Director due to Disability or death occurs
over the total number of months in such period. Any Options or SARs that vest upon Disability or death shall remain exercisable
for one year thereafter, or the remaining term of the Option or SAR, if less. In the case of any Stock Award, Stock Unit Award
or Other Stock Based Award that vests on the basis of attainment of Performance Criteria, the pro-rata vested amount shall be
based upon the target award.


 


(iii)
Upon Termination of Employment due to Disability or death, any Option or SAR held by an Employee shall, if not already fully vested,
become fully vested and exercisable as of the effective date of such Termination of Employment and shall remain exercisable for
one year after such Termination of Employment due to Disability or death, or, in either case, the remaining term of the Option
or SAR, if less. Termination of Employment due to Disability or death shall result in vesting of a prorated portion of any Stock
Award, Stock Unit Award or Other Stock Based Award based upon the full months of the applicable performance period, vesting period
or other period of restriction elapsed as of the end of the month in which the Termination of Employment due to Disability or
death occurs over the total number of months in such period. In the case of any Stock Award, Stock Unit Award or Other Stock Based
Award that vests on the basis of attainment of Performance Criteria, the pro-rata vested amount shall be based upon the target
award.


 


(iv)
Any other Termination of Employment shall result in immediate cancellation and forfeiture of all outstanding Awards that have
not vested as of the effective date of such Termination of Employment, and any vested and exercisable Options and SARs held at
the time of such Termination of Employment shall remain exercisable for ninety (90) days thereafter, or the remaining term of
the Option or SAR, if less. Notwithstanding the foregoing, all outstanding and unexercised Options and SARs shall be immediately
cancelled in the event of a Termination for Cause.


 






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13.
Dividends and Dividend Equivalents.


 


Awards
other than Options and Stock Appreciation Rights may provide the Awardee with the right to receive dividend payments or dividend
equivalent payments on the Shares subject to the Award, whether or not such Award is vested. Notwithstanding the foregoing, dividends
or dividend equivalents shall not be paid with respect to Stock Awards, Stock Unit Awards or Other Stock-Based Awards that vest
based on the achievement of performance goals prior to the date the performance goals are satisfied and the Award is earned, and
then shall be payable only with respect to the number of Shares or Stock Units actually earned under the Award. Such payments
may be made in cash, Shares or Stock Units or may be credited as cash or Stock Units to an Awardee’s account and later settled
in cash or Shares or a combination thereof, as determined by the Administrator. Such payments and credits may be subject to such
conditions and contingencies as the Administrator may establish.


 


14.
Adjustments upon Changes in Capitalization, Organic Change or Change of Control.


 


(a)
Adjustment Clause. In the event of (i) a stock dividend, extraordinary cash dividend, stock split, reverse stock split,
share combination, or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”),
or (ii) a merger, consolidation, acquisition of property or shares, separation, spin-off, reorganization, stock rights offering,
liquidation, Disaffiliation, or similar event affecting the Company or any of its Subsidiaries (each, an “Organic Change”),
the Administrator or the Board shall make such substitutions or adjustments as it deems appropriate and equitable to (i) the Share
limitations set forth in Section 3 of the Plan, (ii) the number and kind of Shares covered by each outstanding Award, and (iii)
the price per Share subject to each such outstanding Award. In the case of Organic Changes, such adjustments may include, without
limitation, (x) the cancellation of outstanding Awards in exchange for payments of cash, property or a combination thereof having
an aggregate value equal to the value of such Awards, as determined by the Administrator or the Board in its sole discretion (it
being understood that in the case of an Organic Change with respect to which shareholders receive consideration other than publicly
traded equity securities of the ultimate surviving entity, any such determination by the Administrator that the value of an Option
or Stock Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being
paid for each Share pursuant to such Organic Change over the exercise price of such Option or Stock Appreciation Right shall conclusively
be deemed valid); (y) the substitution of other property (including, without limitation, cash or other securities of the Company
and securities of entities other than the Company) for the Shares subject to outstanding Awards; and (z) in connection with any
Disaffiliation, arranging for the assumption of Awards, or replacement of Awards with new awards based on other property or other
securities (including, without limitation, other securities of the Company and securities of entities other than the Company),
by the affected Subsidiary, Affiliate, or division or by the entity that controls such Subsidiary, Affiliate, or division following
such Disaffiliation (as well as any corresponding adjustments to Awards that remain based upon Company securities). The Committee
may adjust in its sole discretion the Performance Criteria applicable to any Awards to reflect any Share Change and any Organic
Change and any unusual or non-recurring events and other extraordinary items, impact of charges for restructurings, discontinued
operations, and the cumulative effects of accounting or tax changes, each as defined by generally accepted accounting principles
or as identified in the Company’s financial statements, notes to the financial statements, management’s discussion
and analysis or the Company’s other SEC filings. Any adjustment under this Section 14(a) need not be the same for all Participants.


 






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(b)
Change of Control. In the event of a Change of Control, unless otherwise determined by the Administrator as of the Grant
Date of a particular Award (or subsequent to the Grant Date), the following acceleration, exercisability and valuation provisions
shall apply:


 


(i)
On the date that such Change of Control occurs, any or all Options and Stock Appreciation Rights awarded under this Plan not previously
exercisable and vested shall, if not assumed, or substituted with a new award, by the successor to the Company, become fully exercisable
and vested, and if the successor to the Company assumes such Options or Stock Appreciation Rights or substitutes other awards
for such Awards, such Awards (or their substitutes) shall become fully exercisable and vested if the Participant’s employment
is terminated (other than a Termination for Cause) within two years following the Change of Control.


 


(ii)
Except as may be provided in an individual severance or employment agreement (or severance plan) to which an Awardee is a party,
in the event of an Awardee’s Termination of Employment within two years after a Change of Control for any reason other than
because of the Awardee’s death, Disability or Termination for Cause, each Option and Stock Appreciation Right held by the
Awardee (or a transferee) that is vested following such Termination of Employment shall remain exercisable until the earlier of
the third anniversary of such Termination of Employment (or any later date until which it would remain exercisable under such
circumstances by its terms) or the expiration of its original term. In the event of an Awardee’s Termination of Employment
more than two years after a Change of Control, or within two years after a Change of Control because of the Awardee’s death,
Disability or Termination for Cause, the provisions of Section 12(c) of the Plan shall govern (as applicable).


 


(iii)
On the date that such Change of Control occurs, the restrictions and conditions applicable to any or all Stock Awards, Stock Unit
Awards and Other Stock-Based Awards that are not assumed, or substituted with a new award, by the successor to the Company shall
lapse and such Awards shall be fully vested. Unless otherwise provided in an Award Agreement at the Grant Date, upon the occurrence
of a Change of Control without assumption or substitution of the Awards by the successor, any performance based Award shall be
deemed fully earned at the target amount as of the date on which the Change of Control occurs. All Stock Awards, Stock Unit Awards
and Other Stock-Based Awards shall be settled or paid within thirty (30) days of vesting hereunder. Notwithstanding the foregoing,
if the Change of Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code, and
the regulations thereunder, the Awardee shall be entitled to receive the Award from the Company on the date that would have applied
absent this provision. If the successor to the Company does assume (or substitute with a new award) any Stock Awards, Stock Unit
Awards and Other Stock-Based Awards, all such Awards shall become fully vested if the Participant’s employment is terminated
(other than a Termination for Cause) within two years following the Change of Control, and any performance based Award shall be
deemed fully earned at the target amount effective as of such Termination of Employment.


 


(iv)
The Committee, in its discretion, may determine that, upon the occurrence of a Change of Control of the Company, each Option and
Stock Appreciation Right outstanding shall terminate within a specified number of days after notice to the Participant, and/or
that each Participant shall receive, with respect to each Share subject to such Option or Stock Appreciation Right, an amount
equal to the excess of the Fair Market Value of such Share immediately prior to the occurrence of such Change of Control over
the exercise price per Share of such Option and/or Stock Appreciation Right; such amount to be payable in cash, in one or more
kinds of stock or property (including the stock or property, if any, payable in the transaction) or in a combination thereof,
as the Committee, in its discretion, shall determine, and if there is no excess value, the Committee may, in its discretion, cancel
such Awards.


 






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(v)
An Option, Stock Appreciation Right, Stock Award, Stock Unit Award or Other Stock-Based Award shall be considered assumed or substituted
for if following the Change of Control the Award confers the right to purchase or receive, for each Share subject to the Option,
Stock Appreciation Right, Stock Award, Stock Unit Award or Other Stock-Based Award immediately prior to the Change of Control,
the consideration (whether stock, cash or other securities or property) received in the transaction constituting a Change of Control
by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration
received in the transaction constituting a Change of Control is not solely common stock of the successor company, the Committee
may, with the consent of the successor company, provide that the consideration to be received upon the exercise or vesting of
an Option, Stock Appreciation Right, Stock Award, Stock Unit Award or Other Stock-Based Award, for each Share subject thereto,
will be solely common stock of the successor company with a fair market value substantially equal to the per Share consideration
received by holders of Shares in the transaction constituting a Change of Control. The determination of whether fair market value
is substantially equal shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding.


 


(c)
Section 409A. Notwithstanding the foregoing: (i) any adjustments made pursuant to Section 14(a) of the Plan to Awards that
are considered “deferred compensation” within the meaning of Section 409A of the Code shall be made in compliance
with the requirements of Section 409A of the Code; (ii) any adjustments made pursuant to Section 14(a) of the Plan to Awards that
are not considered “deferred compensation” subject to Section 409A of the Code shall be made in such a manner as to
ensure that, after such adjustment, the Awards either continue not to be subject to Section 409A of the Code or comply with the
requirements of Section 409A of the Code; (iii) the Administrator shall not have the authority to make any adjustments pursuant
to Section 14(a) of the Plan to the extent that the existence of such authority would cause an Award that is not intended to be
subject to Section 409A of the Code to be subject thereto; and (iv) if any Award is subject to Section 409A of the Code, Section
14(b) of the Plan shall be applicable only to the extent specifically provided in the Award Agreement and permitted pursuant to
Section 23 of the Plan in order to ensure that such Award complies with Code Section 409A.


 


15.
Amendment and Termination of the Plan.


 


(a)
Amendment and Termination. The Administrator may amend, alter or discontinue the Plan or any Award Agreement, but any such
amendment shall be subject to approval of the shareholders of the Company to the extent required by Applicable Law. In addition,
unless approved by the Board (and the shareholders of the Company to the extent required by Applicable Law) and subject to Section
15(b), no such amendment shall be made that would:


 


(i)
increase the maximum aggregate number of Shares which may be subject to Awards granted under the Plan;


 


(ii)
reduce the minimum exercise price for Options or Stock Appreciation Rights granted under the Plan; or


 


(iii)
reduce the exercise price of outstanding Options or Stock Appreciation Rights, as prohibited by Section 8(c) without shareholder
approval.


 






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(b)
Effect of Amendment or Termination. No amendment, suspension or termination of the Plan shall impair the rights of any
Participant with respect to an outstanding Award, unless mutually agreed otherwise between the Participant and the Administrator,
which agreement must be in writing and signed by the Participant and the Company, except that no such agreement shall be required
if the Administrator determines in its sole discretion that such amendment either (i) is required or advisable in order for the
Company, the Plan or the Award to satisfy any Applicable Law or to meet the requirements of any accounting standard, or (ii) is
not reasonably likely to significantly diminish the benefits provided under such Award, or that any such diminishment has been
adequately compensated, except that this exception shall not apply following a Change of Control. Termination of the Plan shall
not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under
the Plan prior to the date of such termination.


 


(c)
Effect of the Plan on Other Arrangements. Neither the adoption of the Plan by the Board or a Committee nor the submission
of the Plan to the shareholders of the Company for approval, if required, shall be construed as creating any limitations on the
power of the Board or any Committee to adopt such other incentive arrangements as it or they may deem desirable, including without
limitation, the granting of restricted shares or restricted share units or stock options otherwise than under the Plan, and such
arrangements may be either generally applicable or applicable only in specific cases.


 


16.
Designation of Beneficiary.


 


(a)
An Awardee may file a written designation of a beneficiary who is to receive the Awardee’s rights pursuant to Awardee’s
Awards or the Awardee may include his or her Awards in an omnibus beneficiary designation for all benefits under the Plan. To
the extent that Awardee has completed a designation of beneficiary while employed with the Company or an Affiliate, such beneficiary
designation shall remain in effect with respect to any Award hereunder until changed by the Awardee to the extent enforceable
under Applicable Law.


 


(b)
Such designation of beneficiary may be changed by the Awardee at any time by written notice. In the event of the death of an Awardee
and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Awardee’s death,
the Company shall allow the legal representative of the Awardee’s estate to exercise the Award.


 


17.
No Right to Awards or to Employment.


 


No
person shall have any claim or right to be granted an Award and the grant of any Award shall not be construed as giving an Awardee
the right to continue in the employ of the Company or its Affiliates. Further, the Company and its Affiliates expressly reserve
the right, at any time, to dismiss any Employee or Awardee at any time without liability or any claim under the Plan, except as
provided herein or in any Award Agreement entered into hereunder.


 


18.
Legal Compliance.


 


Shares
shall not be issued pursuant to an Option, Stock Appreciation Right, Stock Award, Stock Unit Award or Other Stock-Based Award
unless such Option, Stock Appreciation Right, Stock Award or Other Stock-Based Award and the issuance and delivery of such Shares
shall comply with Applicable Law and shall be further subject to the approval of counsel for the Company with respect to such
compliance. Unless the Awards and Shares covered by this Plan have been registered under the Securities Act or the Company has
determined that such registration is unnecessary, each person receiving an Award and/or Shares pursuant to any Award may be required
by the Company to give a representation in writing that such person is acquiring such Shares for his or her own account for investment
and not with a view to, or for sale in connection with, the distribution of any part thereof.


 






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19.
Inability to Obtain Authority.


 


To
the extent the Company is unable to or the Administrator deems it unfeasible to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s counsel to be advisable or necessary to the lawful issuance and
sale of any Shares hereunder, the Company shall be relieved of any liability with respect to the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.


 


20.
Reservation of Shares.


 


The
Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient
to satisfy the requirements of the Plan.


 


21.
Notice.


 


Any
written notice to the Company required by any provisions of this Plan shall be addressed to the Secretary of the Company and shall
be effective when received. Any notice to a Participant hereunder shall be addressed to the last address of record with the Company
and shall be effective when sent via first class mail, courier service, or electronic mail to such last address of record.


 


22.
Governing Law; Interpretation of Plan and Awards.


 


(a)
This Plan and all determinations made and actions taken pursuant hereto shall be governed by the substantive laws, but not the
choice of law rules, of the state of Delaware, except as to matters governed by U.S. federal law.


 


(b)
In the event that any provision of the Plan or any Award granted under the Plan is declared to be illegal, invalid or otherwise
unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to
render it legal, valid and enforceable, or otherwise deleted, and the remainder of the terms of the Plan and/or Award shall not
be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.


 


(c)
The headings preceding the text of each section hereof are inserted solely for convenience of reference, and shall not constitute
a part of the Plan, nor shall they affect its meaning, construction or effect.


 


(d)
The terms of the Plan and any Award shall inure to the benefit of and be binding upon the parties hereto and their respective
permitted heirs, beneficiaries, successors and assigns.


 






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23.
Section 409A.


 


It
is the intention of the Company that no Award shall be “deferred compensation” subject to Section 409A of the Code,
unless and to the extent that the Administrator specifically determines otherwise, and the Plan and the terms and conditions of
all Awards shall be interpreted accordingly. The terms and conditions governing any Awards that the Administrator determines will
be subject to Section 409A of the Code, including any rules for elective or mandatory deferral of the delivery of cash or Shares
pursuant thereto and any rules regarding treatment of such Awards in the event of a Change of Control, shall be set forth in the
applicable Award Agreement, deferral election forms and procedures, and rules established by the Administrator, and shall comply
in all respects with Section 409A of the Code. The following rules will apply to Awards intended to be subject to Section 409A
of the Code (“409A Awards”):


 


(a)
If a Participant is permitted to elect to defer an Award or any payment under an Award, such election will be permitted only at
times in compliance with Code Section 409A.


 


(b)
The Company shall have no authority to accelerate distributions relating to 409A Awards in excess of the authority permitted under
Section 409A.


 


(c)
Any distribution of a 409A Award following a Termination of Employment that would be subject to Code Section 409A(a)(2)(A)(i)
as a distribution following a separation from service of a “specified employee” as defined under Code Section 409A(a)(2)(B)(i),
shall occur no earlier than the expiration of the six-month period following such Termination of Employment.


 


(d)
In the case of any distribution of a 409A Award, if the timing of such distribution is not otherwise specified in the Plan or
an Award Agreement or other governing document, the distribution shall be made not later than the end of the calendar year during
which the settlement of the 409A Award is specified to occur.


 


(e)
In the case of an Award providing for distribution or settlement upon vesting or the lapse of a risk of forfeiture, if the time
of such distribution or settlement is not otherwise specified in the Plan or an Award Agreement or other governing document, the
distribution or settlement shall be made not later than March 15 of the year following the year in which the Award vested or the
risk of forfeiture lapsed.


 


(f)
Notwithstanding anything herein to the contrary, neither the Company nor the Administrator makes any representation or guarantee
that the Plan or its administration shall comply with Code Section 409A, and in no event shall the Company or the Administrator
be liable for the payment of, or any gross up payment in connection with, any taxes or penalties owed by the Participant pursuant
to Code Section 409A.


 


24.
Limitation on Liability.


 


The
Company and any Affiliate which is in existence or hereafter comes into existence shall not be liable to a Participant, an Employee,
an Awardee or any other persons as to:


 


(a)
The Non-Issuance of Shares. 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


 


(b)
Tax or Exchange Control Consequences. Any tax consequence expected, but not realized, or any exchange control obligation
owed, by any Participant, Employee, Awardee or other person due to the receipt, exercise or settlement of any Option or other
Award granted hereunder.


 






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25.
Unfunded Plan.


 


Insofar
as it provides for Awards, the Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Awardees
who are granted Stock Awards, Stock Unit Awards or Other Stock-Based 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. Neither the Company nor the Administrator shall be
deemed to be a trustee of Shares or cash to be awarded under the Plan. Any liability of the Company to any Participant with respect
to an Award shall be based solely upon any contractual obligations which may be created by the Plan; no such obligation of the
Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. Neither the Company nor
the Administrator shall be required to give any security or bond for the performance of any obligation which may be created by
this Plan.


 


26.
Foreign Employees and Consultants.


 


Awards
may be granted hereunder to Employees and Consultants who are foreign nationals, who are located outside the United States or
who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company
to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, on such terms and conditions
different from those specified in the Plan as may, in the judgment of the Administrator, be necessary or desirable to foster and
promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Administrator may make such modifications,
amendments, procedures, or subplans as may be necessary or advisable to comply with such legal or regulatory provisions.


 


27.
Tax Withholding.


 


Each
Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal,
state, local or foreign taxes of any kind required by law to be withheld with respect to any Award under the Plan no later than
the date as of which any amount under such Award first becomes includible in the gross income of the Participant for any tax purposes
with respect to which the Company has a tax withholding obligation. Unless otherwise determined by the Company, withholding obligations
may be settled with Shares, including Shares that are part of the Award that gives rise to the withholding requirement; provided,
however, that not more than the maximum statutory withholding requirement may be settled with Shares that are part of the Award.
The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates
shall, to the extent permitted by law, have the right to deduct any such taxes from any vested Shares or any other payment due
to the Participant at that time or at any future time. The Administrator may establish such procedures as it deems appropriate,
including making irrevocable elections, for the settlement of withholding obligations with Shares.


 


28.
Cancellation of Award; Forfeiture of Gain.


 


Notwithstanding
anything to the contrary contained herein, an Award Agreement may provide that the Award will be cancelled and the Participant
will forfeit the Shares or cash received or payable on the vesting or exercise of the Award, and that the amount of any proceeds
of the sale or gain realized on the vesting or exercise of the Award must be repaid to the Company, under such conditions as may
be required by Applicable Law or established by the Committee in its sole discretion.


 


 


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