Exhibit 10.1


 


TELKONET, INC.


 


2020 Stock Option and Incentive Plan


 


		SECTION 1.	GENERAL PURPOSE OF THE PLAN; DEFINITIONS



 


The following sets forth the terms and conditions
of the 2020 Stock Option and Incentive Plan (the “Plan”) adopted by the Board of Directors of Telkonet, Inc., a Utah
corporation (the “Company”) on February 24, 2020, and approved by the stockholders of the Company on May 28, 2020.
The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and other key persons (including
Consultants and prospective employees) of the Company and its Subsidiaries upon whose judgment, initiative and efforts the Company
largely depends for the successful conduct of its business, to acquire a proprietary interest in the Company. It is anticipated
that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests
with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening
their desire to remain with the Company.


 


The following terms shall be defined as
set forth below:


 


“Act” means the Securities Act
of 1933, as amended, and the rules and regulations thereunder.


 


“Administrator” means either
the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation committee
and which is comprised of not less than two Non-Employee Directors who are independent.


 


“Award” or “Awards,”
except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards, Cash-Based Awards,
Performance Share Awards and Dividend Equivalent Rights.


 


“Award Certificate” means a
written or electronic document setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award
Certificate is subject to the terms and conditions of the Plan.


 


“Board” means the Board of Directors
of the Company.


 


“Cash-Based Award” means an
Award entitling the recipient to receive a cash-denominated payment.


 


“Code” means the Internal Revenue
Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.


 


“Consultant” means any natural
person that provides bona fide services to the Company, and such services are not in connection with the offer or sale of securities
in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities.


 


“Dividend Equivalent Right”
means an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock
specified in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued to and held by the
grantee.


 


“Effective Date” means the date
on which the Plan becomes effective as set forth in Section 20.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 


 


 


 






    	 	1	 



     


    

 


“Fair Market Value” of the Stock
on any given date means the fair market value of the Stock determined in good faith by the Administrator; provided, however, that
if the Stock is quoted on any market system or a national securities exchange, the determination shall be made by reference to
market quotations. If there are no market quotations for such date, the determination shall be made by reference to
the last date preceding such date for which there are market quotations.


 


“Incentive Stock Option” means
any Stock Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code.


 


“Non-Employee Director” means
a member of the Board who is not also an employee of the Company or any Subsidiary.


 


“Non-Qualified Stock Option”
means any Stock Option that is not an Incentive Stock Option.


 


“Option” or “Stock Option”
means any option to purchase shares of Stock granted pursuant to Section 5.


 


“Performance Criteria” means
the criteria that the Administrator selects for purposes of establishing the Performance Goal or Performance Goals for an individual
for a Performance Cycle. The Performance Criteria (which shall be applicable to the organizational level specified by the Administrator,
including, but not limited to, the Company or a unit, division, group, or Subsidiary of the Company) that will be used to establish
Performance Goals are including, but are not limited to, the following:  earnings before interest, taxes, depreciation
and amortization, net income (loss) (either before or after interest, taxes, depreciation and/or amortization), changes in the
market price of the Stock, economic value-added, funds from operations or similar measure, sales or revenue, acquisitions or strategic
transactions, operating income (loss), cash flow (including, but not limited to, operating cash flow and free cash flow), return
on capital, assets, equity, or investment, stockholder returns, return on sales, gross or net profit levels, productivity, expense,
margins, operating efficiency, customer satisfaction, working capital, earnings (loss) per share of Stock, sales or market shares
and number of customers, any of which may be measured either in absolute terms or as compared to any incremental increase or as
compared to results of a peer group.


 


“Performance Cycle” means one
or more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the attainment
of one or more Performance Criteria will be measured for the purpose of determining a grantee’s right to and the payment
of a Restricted Stock Award, Restricted Stock Units, Performance Share Award or Cash-Based Award. Each such period shall not be
less than 12 months.


 


“Performance Goals” means, for
a Performance Cycle, the specific goals established in writing by the Administrator for a Performance Cycle based upon the Performance
Criteria.


 


“Performance Share Award” means
an Award entitling the recipient to acquire shares of Stock upon the attainment of specified Performance Goals.


 


“Restricted Stock Award” means
an Award entitling the recipient to acquire, at such purchase price (which may be zero) as determined by the Administrator, shares
of Stock subject to such restrictions and conditions as the Administrator may determine at the time of grant.


 


“Restricted Stock Units” means
an Award of phantom stock units to a grantee.


 


 


 


 






    	 	2	 



     


    

 


“Sale Event” shall mean (i) the
sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a
merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power immediately
prior to such transaction do not own a majority of the outstanding voting power of the resulting or successor entity (or its ultimate
parent, if applicable) immediately upon completion of such transaction, or (iii) the sale of all of the Stock of the Company
to an unrelated person or entity.


 


“Sale Price” means the value
as determined by the Administrator of the consideration payable, or otherwise to be received by stockholders, per share of Stock
pursuant to a Sale Event.


 


“Section 409A” means Section 409A
of the Code and the regulations and other guidance promulgated thereunder.


 


“Stock” means the common stock,
par value $0.001 per share, of the Company, subject to adjustments pursuant to Section 3.


 


“Stock Appreciation Right” means
an Award entitling the recipient to receive shares of Stock having a value equal to the excess of the Fair Market Value of the
Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock
with respect to which the Stock Appreciation Right shall have been exercised.


 


“Subsidiary” means any corporation
or other entity (other than the Company) in which the Company has at least a 50 percent interest, either directly or indirectly.


 


“Ten Percent Owner” means an
employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent
of the combined voting power of all classes of stock of the Company or any parent or subsidiary corporation.


 


“Unrestricted Stock Award” means
an Award of shares of Stock free of any restrictions.


 


		SECTION 2.	ADMINISTRATION
OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS



 


(a)                
Administration of Plan. The Plan shall be administered by the Administrator, provided that the amount, timing and
terms of the grants of Awards to Non-Employee Directors shall be determined by the compensation committee or similar committee
comprised solely of Non-Employee Directors.


 


(b)               
Powers of Administrator. The Administrator shall have the power and authority to grant Awards consistent with the
terms of the Plan, including the power and authority:


 


(i)                
to select the individuals to whom Awards may from time to time be granted;


 


(ii)               
to determine the time or times of grant, and the extent, if any, of Incentive Stock Options, Non-Qualified Stock Options,
Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Unrestricted Stock Awards, Cash-Based Awards, Performance
Share Awards and Dividend Equivalent Rights, or any combination of the foregoing, granted to any one or more grantees;


 


 


 


 






    	 	3	 



     


    

 


(iii)             
to determine the number of shares of Stock to be covered by any Award;


 


(iv)              
to determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms
of the Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the forms
of Award Certificates;


 


(v)               
to accelerate at any time the exercisability or vesting of all or any portion of any Award, provided that the Administrator
generally shall not exercise such discretion to accelerate Awards subject to Sections 7 and 8 except in the event of the grantee’s
death, disability or retirement, or a change in control (including a Sale Event);


 


(vi)              
subject to the provisions of Section 5(b), to extend at any time the period in which Stock Options may be exercised;
and


 


(vii)             
at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own
acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related
written instruments); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes
arising in connection with the Plan; and to otherwise supervise the administration of the Plan.


 


All decisions and interpretations of the
Administrator shall be binding on all persons, including the Company and Plan grantees.


 


(c)                
Delegation of Authority to Grant Options. Subject to applicable law, the Administrator, in its discretion, may delegate
to the Chief Executive Officer of the Company all or part of the Administrator’s authority and duties with respect to the
granting of Options to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange
Act.  Any such delegation by the Administrator shall include a limitation as to the amount of Options that may be granted
during the period of the delegation and shall contain guidelines as to the determination of the exercise price and the vesting
criteria. The Administrator may revoke or amend the terms of a delegation at any time but such action shall not invalidate any
prior actions of the Administrator’s delegate or delegates that were consistent with the terms of the Plan.


 


(d)                
Award Certificate. Awards under the Plan shall be evidenced by Award Certificates that set forth the terms, conditions
and limitations for each Award which may include, without limitation, the term of an Award and the provisions applicable in the
event employment or service terminates.


 


(e)                
Indemnification.  Neither the Board nor the Administrator, nor any member of either or any delegate thereof,
shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the
Plan, and the members of the Board and the Administrator (and any delegate thereof) shall be entitled in all cases to indemnification
and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’
fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Company’s articles or bylaws
or any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification
agreement between such individual and the Company.


 


 


 


 






    	 	4	 



     


    

 


(f)                 
Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the
laws in other countries in which the Company and its Subsidiaries operate or have employees or other individuals eligible for Awards,
the Administrator, in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries shall be
covered by the Plan; (ii) determine which individuals outside the United States are eligible to participate in the Plan; (iii) modify
the terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws;
(iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent the Administrator determines
such actions to be necessary or advisable (and such subplans and/or modifications shall be attached to this Plan as appendices);
provided, however, that no such subplans and/or modifications shall increase the share limitations contained in Section 3(a)
hereof; and (v) take any action, before or after an Award is made, that the Administrator determines to be necessary or advisable
to obtain approval or comply with any local governmental regulatory exemptions or approvals.  Notwithstanding the foregoing,
the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any
other applicable United States securities law, the Code, or any other applicable United States governing statute or law.


 


		SECTION 3.	STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION



 


(a)                
Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be
10,000,000 shares, subject to adjustment as provided in this Section 3. For purposes of this limitation, the shares of Stock
underlying any Awards that are forfeited, canceled, held back upon exercise of an Option or settlement of an Award to cover the
exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise
terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the Plan. In the event
the Company repurchases shares of Stock on the open market, such shares shall not be added to the shares of Stock available for
issuance under the Plan. Subject to such overall limitations, shares of Stock may be issued up to such maximum number pursuant
to any type or types of Award; provided, however, that no more than 1,500,000 shares of the Stock may be issued in the form of
Incentive Stock Options. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares
of Stock reacquired by the Company.


 


(b)               
Effect of Awards. The grant of any full-value Award (i.e., an Award other than an Option or a Stock Appreciation
Right), Option, or Stock Appreciation Right shall be deemed, for purposes of determining the number of shares of Stock available
for issuance under Section 3(a), as an Award for one share of Stock for each such share of Stock actually subject to the Award.  Any
forfeitures, cancellations or other terminations (other than by exercise) of such Awards shall be returned to the reserved pool
of shares of Stock under the Plan in the same manner.


 


 


 


 






    	 	5	 



     


    

 


(c)                
Changes in Stock. Subject to Section 3(d) hereof, if, as a result of any reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding
shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the
Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed
with respect to such shares of Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially
all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company
or any successor entity (or a parent or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment
in (i) the maximum number of shares reserved for issuance under the Plan, including the maximum number of shares that may
be issued in the form of Incentive Stock Options, (ii) the number of Stock Options or Stock Appreciation Rights that can be
granted to any one individual grantee, (iii) the number and kind of shares or other securities subject to any then outstanding
Awards under the Plan, (iv) the repurchase price, if any, per share subject to each outstanding Restricted Stock Award or
Unrestricted Stock Award, and (v) the exercise price for each share subject to any then outstanding Stock Options and Stock
Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number
of Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable.  The
Administrator shall also make equitable or proportionate adjustments in the number of shares subject to outstanding Awards and
the exercise price and the terms of outstanding Awards to take into consideration cash dividends paid other than in the ordinary
course or any other extraordinary corporate event.  The adjustment by the Administrator shall be final, binding and conclusive.  No
fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Administrator in its discretion
may make a cash payment in lieu of fractional shares.


 


(d)               
Mergers and Other Transactions. Except as the Administrator may otherwise specify with respect to particular Awards
in the relevant Award Certificate, in the case of and subject to the consummation of a Sale Event, all Options and Stock Appreciation
Rights that are not exercisable immediately prior to the effective time of the Sale Event shall become fully exercisable as of
the effective time of the Sale Event, all other Awards with time-based vesting, conditions or restrictions shall become fully vested
and nonforfeitable as of the effective time of the Sale Event, and all Awards with conditions and restrictions relating to the
attainment of Performance Goals may become vested and nonforfeitable in connection with a Sale Event in the Administrator’s
discretion, unless, in any case, the parties to the Sale Event agree that Awards will be assumed or continued by the successor
entity. Upon the effective time of the Sale Event, the Plan and all outstanding Awards granted hereunder shall terminate, unless
provision is made in connection with the Sale Event in the sole discretion of the parties thereto for the assumption or continuation
of Awards theretofore granted by the successor entity, or the substitution of such Awards with new Awards of the successor entity
or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise
prices, as such parties shall agree (after taking into account any acceleration hereunder). In the event of such termination, (i) the
Company shall have the option (in its sole discretion) to make or provide for a cash payment to the grantees holding Options and
Stock Appreciation Rights, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the
Sale Price multiplied by the number of shares of Stock subject to outstanding Options and Stock Appreciation Rights (to the extent
then exercisable (after taking into account any acceleration hereunder) at prices not in excess of the Sale Price) and (B) the
aggregate exercise price of all such outstanding Options and Stock Appreciation Rights; or (ii) each grantee shall be permitted,
within a specified period of time prior to the consummation of the Sale Event as determined by the Administrator, to exercise all
outstanding Options and Stock Appreciation Rights held by such grantee.


 


 


 


 






    	 	6	 



     


    

 


(e)                
Substitute Awards. The Administrator may grant Awards under the Plan in substitution for stock and stock based awards
held by employees, directors or other key persons of another corporation in connection with the merger or consolidation of the
employing corporation with the Company or a Subsidiary or the acquisition by the Company or a Subsidiary of property or stock of
the employing corporation. The Administrator may direct that the substitute awards be granted on such terms and conditions as the
Administrator considers appropriate in the circumstances. Any substitute Awards granted under the Plan shall not count against
the share limitation set forth in Section 3(a).


 


		SECTION 4.	ELIGIBILITY



 


Grantees under the Plan will be such full
or part-time officers and other employees, Non-Employee Directors and key persons (including Consultants and prospective employees)
of the Company and its Subsidiaries as are selected from time to time by the Administrator in its sole discretion.


 


		SECTION 5.	STOCK OPTIONS



 


(a)                
Nature of Stock Option Awards. Any Stock Option granted under the Plan shall be in such form as the Administrator
may from time to time approve. Stock Options granted under the Plan may be either Incentive Stock Options or Non-Qualified Stock
Options. Incentive Stock Options may be granted only to employees of the Company or any Subsidiary that is a “subsidiary
corporation” within the meaning of Section 424(f) of the Code. To the extent that any Option does not qualify as an
Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option. Stock Options granted pursuant to this Section 5
shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent
with the terms of the Plan, as the Administrator shall deem desirable.  If the Administrator so determines, Stock Options
may be granted in lieu of cash compensation at the optionee’s election, subject to such terms and conditions as the Administrator
may establish.


 


(b)               
Exercise Price. The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5
shall be determined by the Administrator at the time of grant but shall not be less than 100 percent of the Fair Market Value on
the date of grant.  In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the exercise price
of such Incentive Stock Option shall be not less than 110 percent of the Fair Market Value on the grant date.


 


(c)                
Option Term. The term of each Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable
more than ten years after the date the Stock Option is granted. In the case of an Incentive Stock Option that is granted to a Ten
Percent Owner, the term of such Stock Option shall be no more than five years from the date of grant.


 


 


 


 






    	 	7	 



     


    

 


(d)               
Exercisability; Rights of a Stockholder. Stock Options shall become exercisable at such time or times, whether or
not in installments, as shall be determined by the Administrator at or after the grant date. The Administrator may at any time
accelerate the exercisability of all or any portion of any Stock Option. An optionee shall have the rights of a stockholder only
as to shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options.


 


(e)                
Method of Exercise. Stock Options may be exercised in whole or in part, by giving written or electronic notice of
exercise to the Company, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more
of the following methods except to the extent otherwise provided in the Option Award Certificate:


 


(i)                 
In cash, by certified or bank check or other instrument acceptable to the Administrator;


 


(ii)               
Through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the optionee on the
open market or that have been beneficially owned by the optionee for at least six months and that are not then subject to restrictions
under any Company plan. Such surrendered shares shall be valued at Fair Market Value on the exercise date;


 


(iii)              
By the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to
a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided
that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with
such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition
of such payment procedure; or


 


(iv)              
With respect to Stock Options that are not Incentive Stock Options, by a “net exercise” arrangement pursuant
to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with
a Fair Market Value that does not exceed the aggregate exercise price.


 


(f)                 
Payment upon Exercise. Payment instruments will be received subject to collection. The transfer to the optionee on
the records of the Company or of the transfer agent of the shares of Stock to be purchased pursuant to the exercise of a Stock
Option will be contingent upon receipt from the optionee (or a purchaser acting in his stead in accordance with the provisions
of the Stock Option) by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained
in the Option Award Certificate or applicable provisions of laws (including the satisfaction of any withholding taxes that the
Company is obligated to withhold with respect to the optionee). In the event an optionee chooses to pay the purchase price by previously-owned
shares of Stock through the attestation method, the number of shares of Stock transferred to the optionee upon the exercise of
the Stock Option shall be net of the number of attested shares.  In the event that the Company establishes, for itself
or using the services of a third party, an automated system for the exercise of Stock Options, such as a system using an internet
website or interactive voice response, then the paperless exercise of Stock Options may be permitted through the use of such an
automated system.


 


 


 


 






    	 	8	 



     


    

 


(g)               
Annual Limit on Incentive Stock Options. To the extent required for “incentive stock option” treatment
under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock
with respect to which Incentive Stock Options granted under this Plan and any other plan of the Company or its parent and subsidiary
corporations become exercisable for the first time by an optionee during any calendar year shall not exceed $100,000. To the extent
that any Stock Option exceeds this limit, it shall constitute a Non-Qualified Stock Option.


 


		SECTION 6.	STOCK APPRECIATION
RIGHTS



 


(a)                
Exercise Price of Stock Appreciation Rights. The exercise price of a Stock Appreciation Right shall not be less than
100 percent of the Fair Market Value of the Stock on the date of grant.


 


(b)               
Grant and Exercise of Stock Appreciation Rights. Stock Appreciation Rights may be granted by the Administrator independently
of any Stock Option granted pursuant to Section 5 of the Plan.


 


(c)                
Terms and Conditions of Stock Appreciation Rights. Stock Appreciation Rights shall be subject to such terms and conditions
as shall be determined at the time of grant by the Administrator. The term of a Stock Appreciation Right may not exceed ten years.


 


		SECTION 7.	RESTRICTED STOCK
AWARDS



 


(a)                
Nature of Restricted Stock Awards. The Administrator shall determine the restrictions and conditions applicable to
each Restricted Stock Award at the time of grant. Conditions may be based on continuing employment (or other service relationship)
and/or achievement of Performance Goals. The terms and conditions of each such Award shall be determined by the Administrator and
set forth in an Award Certificate, and such terms and conditions may differ among individual Awards and grantees.


 


(b)               
Rights as a Stockholder. Upon the grant of the Restricted Stock Award and payment of any applicable purchase price,
a grantee shall have the rights of a stockholder with respect to the voting of the Stock, subject to such conditions contained
in the Restricted Stock Award Certificate. Unless the Administrator shall otherwise determine, (i) uncertificated Stock shall
be accompanied by a notation on the records of the Company or the transfer agent to the effect that they are subject to forfeiture
until such Restricted Stock Award is vested as provided in Section 7(d) below, and (ii) certificated Stock shall remain
in the possession of the Company until such Restricted Stock Award is vested as provided in Section 7(d) below, and the grantee
shall be required, as a condition of the grant, to deliver to the Company such instruments of transfer as the Administrator may
prescribe.


 


 


 


 






    	 	9	 



     


    

 


(c)                
Restrictions. Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed
of except as specifically provided herein or in the Restricted Stock Award Certificate.  Except as may otherwise be provided
by the Administrator either in the Award Certificate or, subject to Section 17 below, in writing after the Award is issued, if
a grantee’s employment (or other service relationship) with the Company and its Subsidiaries terminates for any reason, any
Restricted Stock Award that has not vested at the time of termination shall automatically and without any requirement of notice
to such grantee from or other action by or on behalf of, the Company be deemed to have been reacquired by the Company at its original
purchase price (if any) from such grantee or such grantee’s legal representative simultaneously with such termination of
employment (or other service relationship), and thereafter shall cease to represent any ownership of the Company by the grantee
or rights of the grantee as a stockholder. Following such deemed reacquisition of unvested Restricted Stock Award that is represented
by physical certificates, a grantee shall surrender such certificates to the Company upon request without consideration.


 


(d)               
Vesting of Restricted Stock. The Administrator at the time of grant shall specify the date or dates and/or the attainment
of Performance Goals, objectives and other conditions on which the non-transferability of the Restricted Stock Award and the Company’s
right of repurchase or forfeiture shall lapse. Notwithstanding the foregoing, in the event that any such Restricted Stock Award
granted to an employee shall be based upon the attainment of a Performance Goal, the restriction period with respect to such shares
shall not be less than one year, and in the event any such Restricted Stock Award granted to employees shall have a time-based
restriction, the total restriction period with respect to such shares shall not be less than three years; provided, however, that
Restricted Stock Awards with a time-based restriction may become vested incrementally over such three-year period. Subsequent to
such date or dates and/or the attainment of such Performance Goals, objectives and other conditions, the shares on which all restrictions
have lapsed shall no longer be Restricted Stock Awards and shall be deemed “vested.” Except as may otherwise be provided
by the Administrator either in the Award Certificate or, subject to Section 17 below, in writing after the Award is issued,
a grantee’s rights in any shares of Restricted Stock Awards that have not vested shall automatically terminate upon the grantee’s
termination of employment (or other service relationship) with the Company and its Subsidiaries, and such shares shall be subject
to the provisions of Section 7(c) above.


 


		SECTION 8.	RESTRICTED STOCK
UNITS



 


(a)                
Nature of Restricted Stock Units. The Administrator shall determine the restrictions and conditions applicable to
each Restricted Stock Unit at the time of grant. Conditions may be based on continuing employment (or other service relationship)
and/or achievement of Performance Goals. The terms and conditions of each such Award shall be determined by the Administrator and
set forth in an Award Certificate, and such terms and conditions may differ among individual Awards and grantees. Notwithstanding
the foregoing, in the event that any such Restricted Stock Units granted to employees shall be based upon the attainment of a Performance
Goal, the restriction period with respect to such Award shall not be less than one year, and in the event any such Restricted Stock
Units granted to employees shall have a time-based restriction, the total restriction period with respect to such Award shall not
be less than three years; provided, however, that any Restricted Stock Units with a time-based restriction may become vested incrementally
over such three-year period. At the end of the deferral period, the Restricted Stock Units, to the extent vested, shall be settled
in the form of shares of Stock. To the extent that an Award of Restricted Stock Units is subject to Section 409A, the Award
may contain such additional terms and conditions as the Administrator shall determine in its sole discretion in order for such
Award to comply with the requirements of Section 409A.


 


 


 


 






    	 	10	 



     


    

 


(b)               
Election to Receive Restricted Stock Units in Lieu of Compensation. The Administrator may, in its sole discretion,
permit a grantee to elect to receive a portion of future cash compensation otherwise due to such grantee in the form of an award
of Restricted Stock Units.  Any such election shall be made in writing and shall be delivered to the Company no later
than the date specified by the Administrator and in accordance with Section 409A and such other rules and procedures established
by the Administrator. Any such future cash compensation that the grantee elects to defer shall be converted to a fixed number of
Restricted Stock Units based on the Fair Market Value of Stock on the date the compensation would otherwise have been paid to the
grantee if such payment had not been deferred as provided herein. The Administrator shall have the sole right to determine whether
and under what circumstances to permit such elections and to impose such limitations and other terms and conditions thereon as
the Administrator deems appropriate. Any Restricted Stock Units that are elected to be received in lieu of cash compensation shall
be fully vested, unless otherwise provided in the Award Certificate.


 


(c)                
Rights as a Stockholder. A grantee shall have the rights as a stockholder only as to shares of Stock acquired by
the grantee upon settlement of Restricted Stock Units; provided, however, that the grantee may be credited with Dividend Equivalent
Rights with respect to the phantom stock units underlying his Restricted Stock Units, subject to such terms and conditions as the
Administrator may determine.


 


(d)               
Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject
to Section 17 below, in writing after the Award is issued, a grantee’s right in all Restricted Stock Units that have
not vested shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship)
with the Company and its Subsidiaries for any reason.


 


		SECTION 9.	UNRESTRICTED
STOCK AWARDS



 


(a)                
Nature of Unrestricted Stock Awards. The Administrator may, in its sole discretion, grant (or sell at par value or
such higher purchase price determined by the Administrator) an Unrestricted Stock Award under the Plan. Unrestricted Stock Awards
may be granted in respect of past services or other valid consideration, or in lieu of cash compensation due to such grantee.


 


(b)               
Rights as a Stockholder. Upon the grant of the Unrestricted Stock Award and payment of any applicable purchase price,
a grantee shall have the rights of a stockholder with respect to the voting of the Stock underlying the Unrestricted Stock Award.


 


		SECTION 10.	CASH-BASED AWARDS



 


The Administrator may, in its sole discretion,
grant Cash-Based Awards to any grantee in such number and amounts and upon such terms, and subject to such conditions, as the Administrator
shall determine at the time of grant. The Administrator shall determine the maximum duration of the Cash-Based Award, the amount
of cash to which the Cash-Based Award pertains, the conditions upon which the Cash-Based Award shall become vested or payable,
and such other provisions as the Administrator shall determine. Each Cash-Based Award shall specify a cash-denominated payment
amount, formula or payment ranges as determined by the Administrator. Payment, if any, with respect to a Cash-Based Award shall
be made in accordance with the terms of the Award and may be made in cash or in shares of Stock, as the Administrator shall determine.


 


 


 


 






    	 	11	 



     


    

 


		SECTION 11.	PERFORMANCE
SHARE AWARDS



 


(a)                
Nature of Performance Share Awards. The Administrator may, in its sole discretion, grant Performance Share Awards
independent of, or in connection with, the granting of any other Award. The Administrator shall determine whether and to whom Performance
Share Awards shall be granted, the Performance Goals, the Performance Cycle, and such other limitations and conditions as the Administrator
shall determine.


 


(b)               
Rights as a Stockholder. A grantee receiving a Performance Share Award shall have the rights of a stockholder only
as to shares actually received by the grantee under the Plan and not with respect to shares subject to the Award but not actually
received by the grantee. A grantee shall be entitled to receive shares of Stock under a Performance Share Award only upon satisfaction
of all conditions specified in the Performance Share Award Certificate (or in a performance plan adopted by the Administrator).


 


(c)                
Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject
to Section 17 below, in writing after the Award is issued, a grantee’s rights in all Performance Share Awards shall
automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company
and its Subsidiaries for any reason.  


 


		SECTION 12.	DIVIDEND EQUIVALENT
RIGHTS



 


(a)                
Dividend Equivalent Rights. A Dividend Equivalent Right may be granted hereunder to any grantee as a component of
an award of Restricted Stock Units, Restricted Stock Award, Performance Share Award or as a freestanding award. The terms and conditions
of Dividend Equivalent Rights shall be specified in the Award Certificate. Dividend equivalents credited to the holder of a Dividend
Equivalent Right may be paid currently or may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue
additional equivalents. Any such reinvestment shall be at Fair Market Value on the date of reinvestment or such other price as
may then apply under a dividend reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in
cash or shares of Stock or a combination thereof, in a single installment or installments. A Dividend Equivalent Right granted
as a component of an award of Restricted Stock Units, Restricted Stock Award or Performance Share Award may provide that such Dividend
Equivalent Right shall be settled upon settlement or payment of, or lapse of restrictions on, such other Award, and that such Dividend
Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other Award. A Dividend Equivalent
Right granted as a component of Restricted Stock Units, a Restricted Stock Award or Performance Share Award may also contain terms
and conditions different from such other Award.


 


 


 


 






    	 	12	 



     


    

 


(b)               
Interest Equivalents. Any Award that is settled in whole or in part in cash on a deferred basis may provide for interest
equivalents to be credited with respect to such cash payment. Interest equivalents may be compounded and shall be paid upon such
terms and conditions as may be specified in the Award Certificate.


 


(c)                
Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject
to Section 17 below, in writing after the Award is issued, a grantee’s rights in all Dividend Equivalent Rights or interest
equivalents granted as a component of an Award of Restricted Stock Units, Restricted Stock Award or Performance Share Award that
has not vested shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship)
with the Company and its Subsidiaries for any reason.


 


		SECTION 13.	TRANSFERABILITY
OF AWARDS



 


(a)                
Transferability. Except as provided in Section 13(b) below, during a grantee’s lifetime, his or her Awards
shall be exercisable only by the grantee, or by the grantee’s legal representative or guardian in the event of the grantee’s
incapacity. No Awards shall be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will
or by the laws of descent and distribution or pursuant to a domestic relations order. No Awards shall be subject, in whole or in
part, to attachment, execution, or levy of any kind, and any purported transfer in violation hereof shall be null and void.


 


(b)               
Administrator Action. Notwithstanding Section 13(a), the Administrator, in its discretion, may provide either
in the Award Certificate or by subsequent written approval that the grantee (who is an employee or director) may transfer his or
her Awards (other than any Incentive Stock Options or Restricted Stock Units) to his or her immediate family members, to trusts
for the benefit of such family members, or to partnerships in which such family members are the only partners, provided that the
transferee agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable Award.  In
no event may an Award be transferred by a grantee for value.


 


(c)                
Family Member. For purposes of Section 13(b), “family member” shall mean a grantee’s
child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the grantee’s
household (other than a tenant of the grantee), a trust in which these persons (or the grantee) have more than 50 percent of the
beneficial interest, a foundation in which these persons (or the grantee) control the management of assets, and any other entity
in which these persons (or the grantee) own more than 50 percent of the voting interests.


 


(d)               
Designation of Beneficiary. Each grantee to whom an Award has been made under the Plan may designate a beneficiary
or beneficiaries to exercise any Award or receive any payment under any Award payable on or after the grantee’s death. Any
such designation shall be on a form provided for that purpose by the Administrator and shall not be effective until received by
the Administrator. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased
the grantee, the beneficiary shall be the grantee’s estate.


 


 


 


 






    	 	13	 



     


    

 


		SECTION 14.	TAX WITHHOLDING



 


(a)                
Payment by Grantee. Each grantee shall, no later than the date as of which the value of an Award or of any Stock
or other amounts received thereunder first becomes includable in the gross income of the grantee for Federal income tax purposes,
pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of, any Federal, state, or local taxes
of any kind required by law to be withheld by the Company with respect to such income. The Company and its Subsidiaries shall,
to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee.
The Company’s obligation to deliver evidence of book entry (or stock certificates) to any grantee is subject to and conditioned
on tax withholding obligations being satisfied by the grantee.


 


(b)               
Payment in Stock. Subject to approval by the Administrator, a grantee may elect to have the Company’s minimum
required tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold from shares of Stock
to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected)
that would satisfy the withholding amount due.


 


		SECTION 15.	SECTION 409A
AWARDS



 


To the extent that any Award is determined
to constitute “nonqualified deferred compensation” within the meaning of Section 409A (a “409A Award”),
the Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order
to comply with Section 409A. In this regard, if any amount under a 409A Award is payable upon a “separation from service”
(within the meaning of Section 409A) to a grantee who is then considered a “specified employee” (within the meaning
of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one
day after the grantee’s separation from service, or (ii) the grantee’s death, but only to the extent such delay
is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A.
Further, the settlement of any such Award may not be accelerated except to the extent permitted by Section 409A.


 


		SECTION 16.	TRANSFER, LEAVE
OF ABSENCE, ETC.



 


For purposes of the Plan, the following
events shall not be deemed a termination of employment:


 


(a)                
a transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary
to another; or


 


(b)               
an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the
employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which
the leave of absence was granted or if the Administrator otherwise so provides in writing.


 


		SECTION 17.	AMENDMENTS AND
TERMINATION



 


The Board may, at any time, amend or discontinue
the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in
law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the holder’s
consent. Except as provided in Section 3(c) or 3(d), without prior stockholder approval, in no event may the Administrator
exercise its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights or effect repricing
through cancellation and re-grants or cancellation of Stock Options or Stock Appreciation Rights in exchange for cash. To the extent
required under the rules of any securities exchange or market system on which the Stock is listed or to the extent determined by
the Administrator to be required by the Code to ensure that Incentive Stock Options granted under the Plan are qualified under
Section 422 of the Code, Plan amendments shall be subject to approval by the Company stockholders entitled to vote at a meeting
of stockholders. Nothing in this Section 17 shall limit the Administrator’s authority to take any action permitted pursuant
to Section 3(c) or 3(d).


 


 


 






    	 	14	 



     


    

 


		SECTION 18.	STATUS OF PLAN



 


With respect to the portion of any Award
that has not been exercised and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall have
no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine
in connection with any Award or Awards. In its sole discretion, the Administrator may authorize the creation of trusts or other
arrangements to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder, provided
that the existence of such trusts or other arrangements is consistent with the foregoing sentence.


 


		SECTION 19.	GENERAL PROVISIONS



 


(a)                
No Distribution. The Administrator may require each person acquiring Stock pursuant to an Award to represent to and
agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof.


 


(b)               
Delivery of Stock Certificates. Stock certificates to grantees under this Plan shall be deemed delivered for all
purposes when the Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail,
addressed to the grantee, at the grantee’s last known address on file with the Company. Uncertificated Stock shall be deemed
delivered for all purposes when the Company or a Stock transfer agent of the Company shall have given to the grantee by electronic
mail (with proof of receipt) or by United States mail, addressed to the grantee, at the grantee’s last known address on file
with the Company, notice of issuance and recorded the issuance in its records (which may include electronic “book entry”
records). Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates
evidencing shares of Stock pursuant to the exercise of any Award, unless and until the Administrator has determined, with advice
of counsel (to the extent the Administrator deems such advice necessary or advisable), that the issuance and delivery of such certificates
is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any
exchange on which the shares of Stock are listed, quoted or traded. All Stock certificates delivered pursuant to the Plan shall
be subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with
federal, state or foreign jurisdiction, securities or other laws, rules and quotation system on which the Stock is listed, quoted
or traded. The Administrator may place legends on any Stock certificate to reference restrictions applicable to the Stock. In addition
to the terms and conditions provided herein, the Administrator may require that an individual make such reasonable covenants, agreements,
and representations as the Administrator, in its discretion, deems necessary or advisable in order to comply with any such laws,
regulations, or requirements. The Administrator shall have the right to require any individual to comply with any timing or other
restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in
the discretion of the Administrator.


 


 


 


 






    	 	15	 



     


    

 


(c)                
Stockholder Rights. Until Stock is deemed delivered in accordance with Section 19(b), no right to vote or receive
dividends or any other rights of a stockholder will exist with respect to shares of Stock to be issued in connection with an Award,
notwithstanding the exercise of a Stock Option or any other action by the grantee with respect to an Award.


 


(d)               
Other Compensation Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from
adopting other or additional compensation arrangements, including trusts, and such arrangements may be either generally applicable
or applicable only in specific cases. The adoption of this Plan and the grant of Awards do not confer upon any employee any right
to continued employment with the Company or any Subsidiary.


 


(e)                
Trading Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s
insider trading policies and procedures, as in effect from time to time.


 


(f)                 
Forfeiture of Awards under Sarbanes-Oxley Act. If the Company is required to prepare an accounting restatement due
to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities
laws, then any grantee who is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley
Act of 2002 shall reimburse the Company for the amount of any Award received by such individual under the Plan during the 12-month
period following the first public issuance or filing with the United States Securities and Exchange Commission, as the case may
be, of the financial document embodying such financial reporting requirement.


 


		SECTION 20.	EFFECTIVE DATE
OF PLAN



 


This Plan shall become effective upon stockholder
approval in accordance with applicable state law, the Company’s bylaws and articles of incorporation, and applicable stock
exchange rules. No grants of Stock Options and other Awards may be made hereunder after the tenth anniversary of the Effective
Date and no grants of Incentive Stock Options may be made hereunder after the tenth anniversary of the date the Plan is approved
by the Board.


 


		SECTION 21.	GOVERNING LAW



 


This Plan and all Awards and actions taken
thereunder shall be governed by, and construed in accordance with, the laws of the State of Utah, applied without regard to conflict
of law principles.


 


 


 


 


DATE APPROVED BY BOARD OF DIRECTORS: February 24, 2020


DATE APPROVED BY STOCKHOLDERS: May 28, 2020


 


 


 


 






    	 	16