Exhibit 10.16


 


THE OLB GROUP, INC.


2020 SHARE INCENTIVE PLAN


 


1. Purpose.
The OLB Group, Inc. 2020 Share Incentive Plan (the “Plan”) is intended to provide incentives which will attract, retain
and motivate highly competent persons as officers, employees and non-employee directors (“Director Participants”),
of, and consultants to, The OLB Group, Inc. (the “Company”), and its subsidiaries and affiliates, by providing them
opportunities to acquire shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), or
to receive monetary payments based on the value of such shares pursuant to the Benefits (as defined below) described herein. Additionally,
the Plan is intended to assist in further aligning the interests of the Company’s officers, employees and consultants to those
of its other stockholders.


 


2. Administration.


 


a. The Plan will be administered
by a committee (the “Committee”) appointed by the Board of Directors of the Company from among its members (which may
be the Compensation Committee) and shall be comprised, unless otherwise determined by the Board of Directors, solely of not less
than two members who shall be (i) “Non-Employee Directors” within the meaning of Rule 16b 3(b)(3) (or any successor
rule) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (ii) “outside
directors” within the meaning of Treasury Regulation Section 1.162-27(e)(3) under Section 162(m) of the Internal Revenue
Code of 1986, as amended (the “Code”). The Committee is authorized, subject to the provisions of the Plan, to establish
such rules and regulations as it deems necessary for the proper administration of the Plan and to make such determinations and
interpretations and to take such action in connection with the Plan and any Benefits granted hereunder as it deems necessary or
advisable. All determinations and interpretations made by the Committee shall be binding and conclusive on all participants and
their legal representatives. No member of the Committee and no employee of the Company shall be liable for any act or failure to
act hereunder, except in circumstances involving his or her bad faith, gross negligence or willful misconduct, or for any act or
failure to act hereunder by any other member or employee or by any agent to whom duties in connection with the administration of
this Plan have been delegated. The Company shall indemnify members of the Committee and any agent of the Committee who is an employee
of the Company, a subsidiary or an affiliate against any and all liabilities or expenses to which they may be subjected by reason
of any act or failure to act with respect to their duties on behalf of the Plan, except in circumstances involving such person’s
bad faith, gross negligence or willful misconduct.


 


b. The Committee may
delegate to one or more of its members, or to one or more agents, such administrative duties as it may deem advisable, and the
Committee, or any person to whom it has delegated duties as aforesaid, may employ one or more persons to render advice with respect
to any responsibility the Committee or such person may have under the Plan. The Committee may employ such legal or other counsel,
consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion or computation
received from any such counsel, consultant or agent. Expenses incurred by the Committee in the engagement of such counsel, consultant
or agent shall be paid by the Company, or the subsidiary or affiliate whose employees have benefited from the Plan, as determined
by the Committee.


 


3. Participants.
Participants will consist of such officers, employees and Director Participants of, and such consultants to, the Company and its
subsidiaries and affiliates as the Committee in its sole discretion determines to be significantly responsible for the success
and future growth and profitability of the Company and whom the Committee may designate from time to time to receive Benefits under
the Plan. Designation of a participant in any year shall not require the Committee to designate such person to receive a Benefit
in any other year or, once designated, to receive the same type or amount of Benefit as granted to the participant in any other
year. The Committee shall consider such factors as it deems pertinent in selecting participants and in determining the type and
amount of their respective Benefits.


 



     


     


    

 


4. Type of Benefits.
Benefits under the Plan may be granted in any one or a combination of (a) Stock Options, (b) Stock Appreciation Rights, (c) Stock
Awards, (d) Performance Awards and (e) Stock Units (each as described below, and collectively, the “Benefits”). Stock
Awards, Performance Awards, and Stock Units may, as determined by the Committee in its discretion, constitute Performance-Based
Awards, as described in Section 12 hereof. Benefits shall be evidenced by agreements (which need not be identical) in such forms
as the Committee may from time to time approve; provided, however, that in the event of any conflict between the provisions of
the Plan and any such agreements, the provisions of the Plan shall prevail.


 


5. Common Stock
Available Under the Plan. The maximum aggregate number of shares of Common Stock that may be subject to Benefits, including
Stock Options, granted under this Plan shall be 240,000 shares, which may be authorized and unissued or treasury shares, subject
to any adjustments in accordance with Section 15 hereof. Any shares of Common Stock subject to a Stock Option or Stock Appreciation
Right which for any reason is cancelled or terminated without having been exercised, any shares subject to Stock Awards, Performance
Awards or Stock Units which are forfeited, any shares subject to Performance Awards settled in cash, any shares delivered to the
Company as part or full payment for the exercise of a Stock Option or Stock Appreciation Right or any shares delivered to the Company
in satisfaction of any tax withholding arising in connection with any Benefit consisting of shares of Common Stock, as the case
may be, shall again be available for Benefits under the Plan.


 


6. Stock Options.
Stock Options will consist of awards from the Company that will enable the holder to purchase a number of shares of Common Stock,
at set terms. Stock Options may be “incentive stock options”, within the meaning of Section 422 of the Code (“Incentive
Stock Options”), or Stock Options which do not constitute Incentive Stock Options (“Nonqualified Stock Options”);
provided, however, that grants of Incentive Stock Options may only be made to employees of the Company, a subsidiary corporation
or parent corporation and that Incentive Stock Option grants made prior to approval of the grant of Incentive Stock Options under
the Plan by stockholders of the Company shall be subject to such approval and provided, further, that if stockholder approval of
the grant of Incentive Stock Options under the Plan is not obtained within twelve months of adoption of the Plan by the Board of
Directors, any Stock Option granted during the twelve month period after adoption of the Plan by the Board of Directors that is
designated as an Incentive Stock Option shall be treated thereafter as Nonqualified Stock Option. The Committee will have the authority
to grant to any participant, including officers, employees, Director Participants, and consultants, Nonqualified Stock Options,
or, for those participants who are employees of the Company, a subsidiary corporation or parent corporation both types of Stock
Options (in each case with or without Stock Appreciation Rights). Each Stock Option shall be subject to such terms and conditions
consistent with the Plan as the Committee may impose from time to time, subject to the following limitations:


 


a. Exercise Price.
Each Stock Option granted hereunder shall have such per-share exercise price as the Committee may determine at the date of grant
provided that such per share exercise price shall be at least equal to the Fair Market Value; subject to subsection (d), below.


 



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b. Payment of Exercise
Price. The option exercise price may be paid in cash or, in the discretion of the Committee, by the delivery of shares of Common
Stock of the Company then owned by the participant, or by delivery to the Company of (x) irrevocable instructions to deliver directly
to a broker the stock certificates representing the shares for which the Stock Option is being exercised, and (y) irrevocable instructions
to such broker to sell such shares for which the Stock Option is being exercised, and promptly deliver to the Company the portion
of the proceeds equal to the Stock Option exercise price and any amount necessary to satisfy the Company’s obligation for withholding
taxes, or any combination thereof. For purposes of making payment in shares of Common Stock, such shares shall be valued at their
Fair Market Value (as defined below) on the date of exercise of the Stock Option and shall have been held by the participant for
at least six months. To facilitate the foregoing, the Company may enter into agreements for coordinated procedures with one or
more brokerage firms. The Committee may prescribe any other method of paying the exercise price that it determines to be consistent
with applicable law and the purpose of the Plan, including, without limitation, in lieu of the exercise of a Stock Option by delivery
of shares of Common Stock of the Company then owned by a participant, providing the Company with a notarized statement attesting
to the number of shares owned, where upon verification by the Company, the Company would issue to the participant only the number
of incremental shares to which the participant is entitled upon exercise of the Stock Option. The Committee may, at the time of
grant, provide for the grant of a subsequent Restoration Stock Option if the exercise price is paid for by delivering previously
owned shares of Common Stock of the Company. Restoration Stock Options (i) may be granted in respect of no more than the number
of shares of Common Stock tendered in exercising the predecessor Stock Option, (ii) shall have an exercise price equal to the Fair
Market Value on the date the Restoration Stock Option is granted, and (iii) may have an exercise period that does not extend beyond
the remaining term of the predecessor Stock Option. In determining which methods a participant may utilize to pay the exercise
price, the Committee may consider such factors as it determines are appropriate.


 


c. Exercise Period.
Stock Options granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions as shall
be determined by the Committee; provided, however, that no Stock Option shall be exercisable later than ten years after the date
it is granted. All Stock Options shall terminate at such earlier times and upon such conditions or circumstances as the Committee
shall in its discretion set forth in such option agreement at the date of grant; provided, however, the Committee may, in its sole
discretion, later waive any such condition.


 


d. Limitations on
Incentive Stock Options. Incentive Stock Options may be granted only to participants who are employees of the Company or one
of its subsidiaries (within the meaning of Section 424(f) of the Code) at the date of grant. The aggregate Fair Market Value (determined
as of the time the Stock Option is granted) of the Common Stock with respect to which Incentive Stock Options are exercisable for
the first time by a participant during any calendar year (under all option plans of the Company and of any parent corporation or
subsidiary corporation (as defined in Sections 424(e) and (f) of the Code, respectively)) shall not exceed $100,000. For purposes
of the preceding sentence, Incentive Stock Options will be taken into account in the order in which they are granted. The per-share
exercise price of an Incentive Stock Option shall not be less than 100% of the Fair Market Value of the Common Stock on the date
of grant, and no Incentive Stock Option may be exercised later than ten years after the date it is granted; provided, however,
Incentive Stock Options may not be granted to any participant who, at the time of grant, owns stock possessing (after the application
of the attribution rules of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock
of the Company or any parent or subsidiary corporation of the Company, unless the exercise price is fixed at not less than 110%
of the Fair Market Value of the Common Stock on the date of grant and the exercise of such option is prohibited by its terms after
the expiration of five years from the date of grant of such option.


 


e. Post-Severance
Exercises. Upon termination of employment of any employee, termination of service on the Board of Directors of a Director Participant
or of the continuing services of any consultant with the Company and all subsidiary corporations and parent corporations of the
Company, any Stock Option previously granted to the employee, Director Participant or consultant, unless otherwise specified by
the Committee in the Stock Option agreement, shall, to the extent not theretofore exercised, terminate and become null and void;
provided, however, that:


 


i. if the employee,
Director Participant or consultant shall die while in the employ or service of such corporation or at a time when such employee,
Director Participant or consultant was entitled to exercise a Stock Option as herein provided, the legal representative of such
employee, Director Participant or consultant, or such person who acquired such Stock Option by bequest or inheritance or by reason
of the death of the employee, Director Participant or consultant, may, not later than one (1) year from the date of death, exercise
such Stock Option, to the extent not theretofore exercised, in respect of any or all of such number of shares of Common Stock as
specified by the Committee in such Stock Option; and


 






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ii. if the
employment of any employee or the continuing services of any Director Participant or consultant to whom such Stock Option shall
have been granted shall terminate by reason of the employee’s, Director Participant’s or consultant’s retirement (at such age or
upon such conditions as shall be specified by the Committee), disability (as described in Section 22(e)(3) of the Code) or dismissal
by the employer other than for cause (as defined below), and while such employee, Director Participant or consultant is entitled
to exercise such Stock Option as herein provided, such employee, Director Participant or consultant shall have the right to exercise
such Stock Option so granted in respect of any or all of such number of shares as specified by the Committee in such Stock Option,
at any time up to and including ninety (90) days after the date of such termination.


 


In no event, however, shall any person
be entitled to exercise any Stock Option after the expiration of the period of exercisability of such Stock Option or Right, as
specified in such option agreement at the date of grant.


 


If an employee, Director Participant or
consultant voluntarily terminates his or her employment or continuing services, or is discharged “for cause”, any Stock
Option granted hereunder shall, unless otherwise specified by the Committee in the option agreement, forthwith terminate with respect
to any unexercised portion thereof.


 


If a Stock Option granted hereunder shall
be exercised by the legal representative of a deceased grantee or by a person who acquired a Stock Option granted hereunder by
bequest or inheritance or by reason of the death of any employee, Director Participant or consultant or former employee, former
Director Participant or former consultant, written notice of such exercise shall be accompanied by a certified copy of letters
testamentary or equivalent proof of the right of such legal representative or other person to exercise such Stock Option.


 


For the purposes of the Plan, the term
“for cause” shall mean (a) with respect to an employee, Director Participant or consultant who is a party to a written
service agreement with, or, alternatively, participates in a compensation or benefit plan of the Company or a subsidiary corporation
or parent corporation of the Company, which agreement or plan contains a definition of “for cause” or “cause”
(or words of like import) for purposes of termination of employment or services thereunder by the Company or such subsidiary corporation
or parent corporation of the Company, “for cause” or “cause” as defined therein; or (b) in all other cases,
as determined by the Committee or the Board of Directors, in its sole discretion, (i) the willful commission by an employee, Director
Participant or consultant of an act that causes or may cause substantial damage to the Company or a subsidiary corporation or parent
corporation of the Company; (ii) the commission by an employee, Director Participant or consultant of an act of fraud in the performance
of such employee’s or consultant’s duties on behalf of the Company or a subsidiary corporation or parent corporation of the Company;
(iii) conviction of the employee, Director Participant or consultant for commission of a felony in connection with the performance
of his duties on behalf of the Company or a subsidiary corporation or parent corporation of the Company; or (iv) the continuing
failure of an employee, Director Participant or consultant to perform the duties of such employee, Director Participant or consultant
to the Company or a subsidiary corporation or parent corporation of the Company after written notice thereof and a reasonable opportunity
to be heard and cure such failure are given to the employee, Director Participant or consultant by the Committee.


 






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For the purposes of the Plan, an employment
relationship shall be deemed to exist between an individual and a corporation if, at the time of the determination, the individual
was an “employee” of such corporation for purposes of Section 422(a) of the Code. If an individual is on leave of absence
taken with the consent of the corporation by which such individual was employed, or is on active military service, and is determined
to be an “employee” for purposes of the exercise of a Stock Option, such individual shall not be entitled to exercise
such Stock Option during such period unless such individual shall have obtained the prior written consent of such corporation,
which consent shall be signed by the chairman of the board of directors, the president, a senior vice-president or other duly authorized
officer of such corporation.


 


A termination of employment or services
shall not be deemed to occur by reason of (i) the transfer of an employee or consultant from employment or retention by the Company
to employment or retention by a subsidiary corporation or a parent corporation of the Company or (ii) the transfer of an employee
or consultant from employment or retention by a subsidiary corporation or a parent corporation of the Company to employment or
retention by the Company or by another subsidiary corporation or parent corporation of the Company. Termination of a consultant’s
services shall be considered to occur when he ceases to perform services on a regular basis; provided, however, termination of
a consultant’s services shall not be deemed to occur where the termination of services is due to such consultant becoming an employee
of the Company or a subsidiary corporation or a parent corporation.


 


In the event an employee changes status
to a consultant, all Stock Option grants shall continue for the remainder of the exercise period, provided, however, any Incentive
Stock Options shall, three (3) months after termination of employment, be treated as a Nonqualified Stock Option for the remainder
of the exercise period.


 


In the event of the complete liquidation
or dissolution of a subsidiary corporation, or if such corporation ceases to be a subsidiary corporation, any unexercised Stock
Options theretofore granted to any person employed by or rendering consulting services to such subsidiary corporation will be deemed
cancelled unless such person is employed by or renders continuing services to the Company or by any parent corporation or another
subsidiary corporation after the occurrence of such event. If a Stock Option is to be cancelled pursuant to the provisions of the
previous sentence, notice of such cancellation will be given to each employee or consultant holding unexercised Stock Options,
and such holder will have the right to exercise such Stock Options in full during the thirty (30) day period following notice of
such cancellation.


 


f. Each Stock Option
issued under this Section 6 shall be fully vested and exercisable, unless otherwise specified in the grant agreement.


 


7. Automatic Stock
Option Grants to Director Participants.


 


a. Subject to the terms
and conditions of this Section 7, each year on the date of the Company’s annual meeting of stockholders, each person who
is a Director Participant of the Company at that time shall automatically be granted a Nonqualified Stock Option to purchase $50,000
shares of Common Stock (the Chairman of the Company’s Audit Committee shall automatically be granted an additional Nonqualified
Stock Option to purchase $15,000 shares of Common Stock).


 


b. The purchase price
of the shares of Common Stock covered by the Nonqualified Stock Options granted pursuant to this Section 7 shall be the Fair Market
Value of such shares of Common Stock on the date of grant.


 






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c. A Nonqualified Stock
Option granted to any Director Participant of the Company shall vest and become exercisable in four equal quarterly installments
on the last day of each calendar quarter beginning with the calendar quarter during which the Nonqualified Stock Option is granted.


 


d. If a Director Participant’s
service as a director of the Company terminates, any Nonqualified Stock Option previously granted to such Director Participant
shall, to the extent not theretofore exercised, terminate and become null and void; provided, however, that:


 


i. if a Director
Participant holding an outstanding Nonqualified Stock Option dies, such Nonqualified Stock Option shall, to the extent not theretofore
exercised, remain exercisable for one (1) year after such Director Participant’s death, by such Director Participant’s legatee,
distributee, guardian or legal or personal representative; and


 


ii. if the
service of a Director Participant to whom such Nonqualified Stock Option shall have been granted shall terminate by reason of (i)
such Director Participant’s disability (as described in Section 22(e)(3) of the Code), (ii) voluntary retirement from service as
a director of the Company, or (iii) failure of the Company to retain or nominate for re-election such Director Participant who
is otherwise eligible, unless due to any act of (A) fraud or intentional misrepresentation, or (B) embezzlement, misappropriation
or conversion of assets or opportunities of the Company or any direct or indirect subsidiary of the Company, while such Director
Participant is entitled to exercise such Nonqualified Stock Option as herein provided, such Director Participant shall have the
right to exercise such Nonqualified Stock Option so granted in respect of any or all of such number of shares of Common Stock subject
to such Nonqualified Stock Option at any time up to and including ninety (90) days after the date of such termination of service;
and


 


iii. if the
Director Participant shall die during the ninety (90) day period, specified in clause (ii) above and at a time when such Director
Participant was entitled to exercise a Nonqualified Stock Option as herein provided, the legal representative of such Director
Participant, or such person who acquired such Nonqualified Stock Option by bequest or inheritance or by reason of the death of
the Director Participant may, not later than one (1) year from the date of death, exercise such Nonqualified Stock Option,
to the extent not theretofore exercised, in respect of any or all of such number of Shares subject to such Nonqualified Stock Option.


 


In no event, however, shall a Director
Participant be entitled to exercise any Stock Option issued under this Section 7 after the expiration of the period of exercisability
of such Stock Option, as specified therein.


 


e. A Director Participant
may receive automatic Stock Option grants under this Section 7 and Stock Option grants under Section 6.


 


8. Stock Appreciation
Rights.


 


a. The Committee may,
in its discretion, grant Stock Appreciation Rights to the holders of any Stock Options granted hereunder. In addition, Stock Appreciation
Rights may be granted independently of, and without relation to, Stock Options. A Stock Appreciation Right means a right to receive
a payment in cash, Common Stock or a combination thereof, in an amount equal to the excess of (x) the Fair Market Value, or other
specified valuation, of a specified number of shares of Common Stock on the date the right is exercised over (y) the Fair Market
Value, or other specified valuation (which shall be no less than the Fair Market Value) of such shares of Common Stock on the date
the right is granted, all as determined by the Committee; provided, however, that if a Stock Appreciation Right is granted in substitution
for a Stock Option, the designated Fair Market Value in the award agreement may be the Fair Market Value on the date such Stock
Option was granted. Each Stock Appreciation Right shall be fully vested unless otherwise specified in the grant agreement. Each
Stock Appreciation Right shall be subject to such terms and conditions as the Committee shall impose from time to time.


 






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b. Stock Appreciation
Rights granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be determined
by the Committee; provided, however, that no Stock Appreciation Rights shall be exercisable later than ten years after the date
it is granted. All Stock Appreciation Rights shall terminate at such earlier times and upon such conditions or circumstances as
the Committee shall in its discretion set forth in such right at the date of grant.


 


c. The exercise of any
Stock Appreciation Right after termination of employment of a participant with the Company, a subsidiary of the Company or with
any company providing consulting services to the Company shall be subject to the same terms and conditions as set forth in Section
6(e) above.


 


9. Stock Awards.
The Committee may, in its discretion, grant Stock Awards (which may include mandatory payment of bonus incentive compensation in
stock) consisting of Common Stock issued or transferred to participants with or without other payments therefor. Stock Awards may
be subject to such terms and conditions as the Committee determines appropriate, including, without limitation, restrictions on
the sale or other disposition of such shares, the right of the Company to reacquire such shares for no consideration upon termination
of the participant’s employment, and may constitute Performance-Based Awards, as described in Section 12 hereof. Each Stock Award
shall be fully vested unless otherwise specified in the grant agreement. The Committee may require the participant to deliver a
duly signed stock power, endorsed in blank, relating to the Common Stock covered by such an Award. The Committee may also require
that the stock certificates evidencing such shares be held in custody or bear restrictive legends until the restrictions thereon
shall have lapsed. The Stock Award shall specify whether the participant shall have, with respect to the shares of Common Stock
subject to a Stock Award, all of the rights of a holder of shares of Common Stock of the Company, including the right to receive
dividends and to vote the shares.


 


10. Performance
Awards.


 


a. Performance Awards
may be granted to participants at any time and from time to time, as shall be determined by the Committee. Performance Awards may
constitute Performance-Based Awards, as described in Section 12 hereof. The Committee shall have complete discretion in determining
the number, amount and timing of awards granted to each participant. Such Performance Awards may be in the form of shares of Common
Stock or Stock Units. Performance Awards may be awarded as short-term or long-term incentives. Performance targets may be based
upon, without limitation, Company-wide, divisional and/or individual performance.


 


b. With respect to those
Performance Awards that are not intended to constitute Performance-Based Awards, the Committee shall have the authority at any
time to make adjustments to performance targets for any outstanding Performance Awards which the Committee deems necessary or desirable
unless at the time of establishment of such targets the Committee shall have precluded its authority to make such adjustments.


 


c. Payment of earned
Performance Awards shall be made in accordance with terms and conditions prescribed or authorized by the Committee. The participant
may elect to defer, or the Committee may require or permit the deferral of, the receipt of Performance Awards upon such terms as
the Committee deems appropriate.


 






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11. Stock Units.


 


a. The Committee may,
in its discretion, grant Stock Units to participants hereunder. The Committee shall determine the criteria for the vesting of Stock
Units. Stock Units may constitute Performance Based Awards, as described in Section 12 hereof. A Stock Unit granted by the Committee
shall provide payment at such time as the award agreement shall specify. Shares of Common Stock issued pursuant to this Section
11 may be issued with or without other payments therefor as may be required by applicable law or such other consideration as may
be determined by the Committee. The Committee shall determine whether a participant granted a Stock Unit shall be entitled to a
Dividend Equivalent Right (as defined below).


 


b. Upon vesting of a
Stock Unit, unless the participant has elected to defer payment under subsection (c) below, shares of Common Stock representing
the Stock Units shall be distributed to the participant unless the Committee provides for the payment of the Stock Units in cash
or partly in cash and partly in shares of Common Stock equal to the value of the shares of Common Stock which would otherwise be
distributed to the participant.


 


c. A participant may
elect not to receive a distribution upon the vesting of such Stock Unit and for the Company to continue to maintain the Stock Unit
on its books of account. Any such election shall be in conformity with Code Section 409A and in such event, the value of a Stock
Unit shall be payable in shares of Common Stock pursuant to the agreement of deferral.


 


d. A “Stock Unit”
means a notional account representing one share of Common Stock. A “Dividend Equivalent Right” means the right to receive
the amount of any dividend paid on the share of Common Stock underlying a Stock Unit, which shall be payable in cash or in the
form of additional Stock Units.


 


12. Performance-Based
Awards. Certain Benefits granted under the Plan may be granted in a manner such that the Benefits qualify for the performance-based
compensation exemption of Section 162(m) of the Code (“Performance-Based Awards”). As determined by the Committee in
its sole discretion, either the granting or vesting of such Performance-Based Awards shall be based on achievement of hurdle rates
and/or growth rates in one or more business criteria that apply to the individual participant, one or more business units or the
Company as a whole. The business criteria shall be as follows, individually or in combination: (i) net earnings; (ii) earnings
per share; (iii) net sales growth; (iv) market share; (v) net operating profit; (vi) expense targets; (vii) working capital targets
relating to inventory and/or accounts receivable; (viii) operating margin; (ix) return on equity; (x) return on assets; (xi) planning
accuracy (as measured by comparing planned results to actual results); (xii) market price per share; and (xiii) total return to
stockholders. In addition, Performance Based Awards may include comparisons to the performance of other companies, such performance
to be measured by one or more of the foregoing business criteria. With respect to Performance-Based Awards, (i) the Committee shall
establish in writing (x) the performance goals applicable to a given period, and such performance goals shall state, in terms of
an objective formula or standard, the method for computing the amount of compensation payable to the participant if such performance
goals are obtained and (y) the individual employees or class of employees to which such performance goals apply no later than 90
days after the commencement of such period (but in no event after 25% of such period has elapsed) and (ii) no Performance-Based
Awards shall be payable to or vest with respect to, as the case may be, any participant for a given period until the Committee
certifies in writing that the objective performance goals (and any other material terms) applicable to such period have been satisfied.
With respect to any Benefits intended to qualify as Performance-Based Awards, after establishment of a performance goal, the Committee
shall not revise such performance goal or increase the amount of compensation payable thereunder (as determined in accordance with
Section 162(m) of the Code) upon the attainment of such performance goal. Notwithstanding the preceding sentence, the Committee
may reduce or eliminate Benefits payable upon the attainment of such performance goal.


 






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13. Securities Laws.
The Committee shall have the power to make each grant under the Plan subject to such conditions as it deems necessary or appropriate
to comply with the then-existing requirements of the Securities Act of 1933, as amended, or the Exchange Act, including Rule 16b-3
(or any similar rule) of the Securities and Exchange Commission. Notwithstanding any provision in the Plan or an option document
to the contrary, if the Committee determines, in its sole discretion, that issuance of Shares pursuant to the exercise of a Stock
Option should be delayed pending registration or qualification under federal or state securities laws or the receipt of a legal
opinion that an appropriate exemption from the application of federal or state securities laws is available, the Committee may
defer exercise of any Stock Option until such Shares are appropriately registered or qualified or an appropriate legal opinion
has been received, as applicable.


 


14. Foreign Laws.
The Committee may grant Benefits to individual participants who are subject to the tax laws of nations other than the United States,
which Benefits may have terms and conditions as determined by the Committee as necessary to comply with applicable foreign laws.
The Committee may take any action which it deems advisable to obtain approval of such Benefits by the appropriate foreign governmental
entity; provided, however, that no such Benefits may be granted pursuant to this Section 14 and no action may be taken which would
result in a violation of the Exchange Act, the Code or any other applicable law.


 


15. Adjustment Provisions;
Change in Control.


 


a. If there shall be
any change in the Common Stock of the Company or the capitalization of the Company through merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, reverse stock split, split up, spin-off, combination of shares, exchange of shares,
dividend in kind or other like change in capital structure or distribution (other than normal cash dividends) to stockholders of
the Company in order to prevent dilution or enlargement of participants’ rights under the Plan, the Committee, in its sole discretion,
shall adjust, in an equitable manner, as applicable, the number and kind of shares that may be issued under the Plan, the number
and kind of shares subject to outstanding Benefits, the exercise price applicable to outstanding Benefits, and the Fair Market
Value of the Common Stock and other value determinations applicable to outstanding Benefits; provided, however, that any such arithmetic
adjustment to a Performance-Based Award shall not cause the amount of compensation payable thereunder to be increased from what
otherwise would have been due upon attainment of the unadjusted award. Appropriate adjustments may also be made by the Committee
in the terms of any Benefits under the Plan to reflect such changes or distributions and to modify any other terms of outstanding
Benefits on an equitable basis, including modifications of performance targets and changes in the length of performance periods;
provided, however, that any such arithmetic adjustment to a Performance-Based Award shall not cause the amount of compensation
payable thereunder to be increased from what otherwise would have been due upon attainment of the unadjusted award. In addition,
other than with respect to Stock Options, Stock Appreciation Rights, and other awards intended to constitute Performance-Based
Awards, the Committee is authorized to make adjustments to the terms and conditions of, and the criteria included in, Benefits
in recognition of unusual or nonrecurring events affecting the Company or the financial statements of the Company, or in response
to changes in applicable laws, regulations, or accounting principles. Notwithstanding the foregoing, (i) each such adjustment with
respect to an Incentive Stock Option shall comply with the rules of Section 424(a) of the Code, and (ii) in no event shall any
adjustment be made which would render any Incentive Stock Option granted hereunder other than an incentive stock option for purposes
of Section 422 of the Code. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and
binding on participants under the Plan.


 






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b. Notwithstanding any
other provision of this Plan, if there is a Change in Control of the Company, all then outstanding Stock Options and Stock Appreciation
Rights shall immediately vest and become exercisable. For purposes of this Section 15(b), a “Change in Control” of
the Company shall be deemed to have occurred upon the earliest of the following events:


 


i. Change in
Ownership: A change in ownership of the Company occurs on the date that any one person, or more than one person acting as a group,
acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of
the total fair market value or total voting power of the stock of the Company, excluding the acquisition of additional stock by
a person or more than one person acting as a group who is considered to own more than 50% of the total fair market value or total
voting power of the stock of the Company.


 


ii. Change
in Effective Control: A change in effective control of the Company occurs on the date that either:


 


1. Any one
person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the
most recent acquisition by such person or persons) ownership of stock of the Company possessing 30% or more of the total voting
power of the stock of the Company; or


 


2. A majority
of the members of the Board of Directors of the Company is replaced during any 12-month period by directors whose appointment or
election is not endorsed by a majority of the members of the board of directors before the date of the appointment or election;
provided, that this paragraph (B) will apply only to the Company if no other corporation is a majority shareholder.


 


iii. Change
in Ownership of Substantial Assets: A change in the ownership of a substantial portion of the Company’s assets occurs on the date
that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on
the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market
value equal to or more than 40% of the total gross fair market value of the assets of the Company immediately before 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.


 


It is the intent that this definition
be construed consistent with the definition of “Change of Control” as defined under Code Section 409A and the applicable
treasury regulations, as amended from time to time. The Committee, in its discretion, may determine that, upon the occurrence
of a Change in Control of the Company or the other events specified in Section 15(a), each Stock Option and Stock Appreciation
Right outstanding hereunder shall terminate within a specified number of days after notice to the holder, and such holder shall
receive, with respect to each share of Common Stock subject to such Stock Option or Stock Appreciation Right, an amount equal
to the excess of the Fair Market Value of such shares of Common Stock immediately prior to the occurrence of such Change in Control
over the exercise price per share of such Stock Option or Stock Appreciation Right; such amount to be payable in cash, in one
or more kinds of property (including the property, if any, payable in the transaction) or in a combination thereof, as the Committee,
in its discretion, shall determine. The provisions contained in the preceding sentence shall be inapplicable to a Stock Option
or Stock Appreciation Right granted within six (6) months before the occurrence of a Change in Control if the holder of such Stock
Option or Stock Appreciation Right is subject to the reporting requirements of Section 16(a) of the Exchange Act and no exception
from liability under Section 16(b) of the Exchange Act is otherwise available to such holder.


 






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16. Nontransferability.
Each Benefit granted under the Plan to a participant shall not be transferable otherwise than by will or the laws of descent and
distribution, and shall be exercisable, during the participant’s lifetime, only by the participant. In the event of the death of
a participant, each Stock Option or Stock Appreciation Right theretofore granted to him or her shall be exercisable during such
period after his or her death as the Committee shall in its discretion set forth in such option or right at the date of grant and
then only by the executor or administrator of the estate of the deceased participant or the person or persons to whom the deceased
participant’s rights under the Stock Option or Stock Appreciation Right shall pass by will or the laws of descent and distribution.
Notwithstanding the foregoing, at the discretion of the Committee, an award of a Benefit, other than an Incentive Stock Option,
to any director, officer or employee of the Company with at least 15 years of service may permit the transferability of a Benefit
by such participant solely to the participant’s spouse, siblings, parents, children and grandchildren or trusts for the benefit
of such persons or partnerships, corporations, limited liability companies or other entities owned solely by such persons, including
trusts for such persons, subject to any restriction included in the award of the Benefit.


 


17. Other Provisions.
The award of any Benefit under the Plan may also be subject to such other provisions (whether or not applicable to the Benefit
awarded to any other participant) as the Committee determines appropriate, including, without limitation, for the installment purchase
of Common Stock under Stock Options, for the installment exercise of Stock Appreciation Rights, to assist the participant in financing
the acquisition of Common Stock, for the forfeiture of, or restrictions on resale or other disposition of, Common Stock acquired
under any form of Benefit, for the acceleration of exercisability or vesting of Benefits in the event of a change in control of
the Company, for the payment of the value of Benefits to participants in the event of a change in control of the Company, or understandings
or conditions as to the participant’s employment in addition to those specifically provided for under the Plan. In addition, the
Committee shall have the right to accelerate, in whole or in part, from time to time, conditionally or unconditionally, rights
to exercise any Stock Option granted hereunder. The provisions in this Section 17 may be exercised even if such exercise causes
an earlier recognition of income to the Participant due to Code Section 409A or otherwise.


 


18. Fair Market
Value. For purposes of this Plan and any Benefits awarded hereunder, Fair Market Value shall be (i) the closing price of the
Company’s Common Stock on the date of calculation (or on the last preceding trading date if Common Stock was not traded on such
date) if the Company’s Common Stock is readily tradeable on a national securities exchange or other market system, (ii) if the
Company’s Common Stock is not readily tradeable, Fair Market Value shall mean the amount determined in good faith by the Committee
as the fair market value of the Common Stock of the Company and (iii) in connection with a Change in Control of the Company or
an event specified in Section 15(a), the value of the consideration paid to stockholders in connection with such Change in Control
or event or if no consideration is paid in respect thereof, the amount determined pursuant to clause (i) or (ii), above.


 


19. Withholding.
All payments or distributions of Benefits made pursuant to the Plan shall be net of any amounts required to be withheld pursuant
to applicable federal, state and local tax withholding requirements. If the Company proposes or is required to distribute Common
Stock pursuant to the Plan, it may require the recipient to remit to it or to the corporation that employs such recipient an amount
sufficient to satisfy such tax withholding requirements prior to the delivery of any certificates for such Common Stock. In lieu
thereof, the Company or the employing corporation shall have the right to withhold the amount of such taxes from any other sums
due or to become due from such corporation to the recipient as the Committee shall prescribe. The Committee may, in its discretion
and subject to such rules as it may adopt (including any as may be required to satisfy applicable tax and/or non-tax regulatory
requirements), permit an optionee or award or right holder to pay all or a portion of the federal, state and local withholding
taxes arising in connection with any Benefit consisting of shares of Common Stock by electing to have the Company withhold shares
of Common Stock having a Fair Market Value equal to the amount of tax to be withheld, such tax calculated at rates required by
statute or regulation.


 






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20. Tenure.
A participant’s right, if any, to continue to serve the Company or any of its subsidiaries or affiliates as an officer, employee,
or otherwise, shall not be enlarged or otherwise affected by his or her designation as a participant under the Plan.


 


21. Unfunded Plan.
Participants shall have no right, title, or interest whatsoever in or to any investments which the Company may make to aid it in
meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create
or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any participant, beneficiary,
legal representative or any other person. To the extent that any person acquires a right to receive payments from the Company under
the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. All payments to be made
hereunder shall be paid from the general funds of the Company and no special or separate fund shall be established and no segregation
of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan. The Plan is not intended to
be subject to the Employee Retirement Income Security Act of 1974, as amended.


 


22. No Fractional
Shares. No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan or any Benefit. The Committee
shall determine whether cash, or Benefits, or other property shall be issued or paid in lieu of fractional shares or whether such
fractional shares or any rights thereto shall be forfeited or otherwise eliminated.


 


23. Duration, Amendment
and Termination. No Benefit shall be granted more than ten years after the Effective Date. The Committee may amend the Plan
from time to time or suspend or terminate the Plan at any time. Nevertheless, if the Plan has been previously approved by the Company’s
stockholders, the Committee may not, without obtaining approval within twelve months before or after such action by such vote of
the Company’s stockholders as may be required, amend the Plan if such amendment would: (i) disqualify any Incentive Stock Options
granted under the Plan; (ii) increase the aggregate number of shares of Common Stock that may be delivered through Stock Options
under the Plan; (iii) increase either of the maximum amounts which can be paid to an individual participant under the Plan as set
forth in Section 5 hereof; (iv) change the types of business criteria on which Performance-Based Awards are to be based under the
Plan; or (v) modify the requirements as to eligibility for participation in the Plan. The Committee may amend the terms of any
Benefit theretofore granted, prospectively or retroactively, but no such amendment shall impair the rights of any participant without
his consent. In its sole discretion, the Committee may reduce the exercise price for any or all outstanding Stock Options or Stock
Appreciation Rights, by repricing or replacing or offering to replace such Benefits, at any time and on any basis it believes is
appropriate and consistent with the Plan’s purposes.


 


24. Governing Law.
This Plan, Benefits granted hereunder and actions taken in connection herewith shall be governed and construed in accordance with
the laws of the State of Delaware (regardless of the law that might otherwise govern under applicable Delaware principles of conflict
of laws).


 


25. Effective Date.


 


a. The Plan shall be
effective as of ______, 2020, the date on which the Plan was adopted by the Board of Directors and the Company’s stockholders
(the “Effective Date”).


 


b. This Plan shall terminate
on ______, 2030 (unless sooner terminated by the Committee).


 


 


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