HOT MAMA’S FOODS, INC. 


 


2013 EMPLOYEE STOCK INCENTIVE PLAN


(Approved and adopted by the Board of Directors
on July 23, 2013)


 


STATEMENT OF PURPOSE


 


The Hot Mama’s
Foods, Inc. 2013 Employee Stock Incentive Plan is intended to afford an incentive to employees, corporate officers, directors,
consultants and other key persons employed or retained by Hot Mama’s Foods, Inc. and its subsidiaries (collectively, the
“Company”) and its affiliates to acquire a proprietary interest in the Company and to enable the Company and its subsidiaries
and affiliates to attract and retain such persons.


 


DEFINITIONS


 


For purposes of the Plan, the following
terms are defined as set forth below:


 


a.“10% Holder” shall
mean any person who, for purposes of Section 422 of the Code owns more than 10% of the total combined voting power of all classes
of stock of the employer corporation or of any Subsidiary.


 


b."Award" means a
Stock Option, Stock Appreciation Right or Restricted Stock.


 


c."Board" means the
Board of Directors of the Company.


 


d."Change of Control"
has the meaning set forth in Section 4.3.1.


 


e."Code" means the
Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.


 


f."Committee" means
the Committee referred to in Section 3.1.


 


g."Common Stock" means
common stock, par value $.001 per share, of the Company.


 


h."Company" means
Hot Mama’s Foods, Inc., a Delaware corporation, and its subsidiaries.


 


i."Covered Employee"
means a participant designated prior to the grant of Restricted Stock by the Committee who is or may be a "covered employee"
within the meaning of Section 162(m)(3) of the Code in the year in which Restricted Stock is expected to be taxable to such participant.


 


j."Eligible Persons”
means the Eligible Persons referred to in Section 2 of the Plan.


 


k."Exchange Act”
means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.


 






    	 



    	 



    

 


l."Fair Market Value"
shall be determined in good faith by the Committee in accordance with the provisions of Treasury Department regulations 1.409A-1(b)(5)(iv)(A)
and means, as of any given date, (i) if the Common Stock is listed or admitted to trade on a national securities exchange, the
closing price of the Common Stock on the Composite Tape, as published in The Wall Street Journal, of the principal national securities
exchange on which the Common Stock is so listed or admitted to trade, on such date, or, if there is no trading of the Common Stock
on such date, then the closing price of the Common Stock as quoted on such Composite Tape on the next preceding date on which there
was trading in such shares; (ii) if the Common Stock is not listed or admitted to trade on a national securities exchange, the
mean between the closing bid and asked price for the Common Stock on such date, as furnished by the Over-The-Counter Bulletin Board
(the “OTCBB”) maintained by FINRA; (iii) if the Common Stock is not listed or admitted to trade on a national securities
exchange and closing bid and asked prices are not furnished by the OTCBB, the mean between the closing bid and asked price for
the Common Stock on such date, as furnished by OTC Pink or similar organization; and (iv) if the stock is not listed or admitted
to trade on a national securities exchange and if bid and asked prices for the Common Stock are not furnished by the OTCBB, OTC
Pink or a similar organization, the value established in good faith by the Committee taking into account such facts and circumstances
deemed to be material by the Committee to the value of the Common Stock in the hands of the Eligible Person.


 


Notwithstanding the
foregoing, for purposes of granted Non-Qualified Stock Options or Stock Appreciation Rights, Fair Market Value of Common Stock
shall be determined in accordance with the requirements of Code Section 409A, and for purposes of granting Incentive Stock Options,
Fair Market Value of Common Stock shall be determined in accordance with the requirements of Code Section 422.


 


m."Incentive Stock Option"
means any Stock Option designated as, and intended to qualify as, an "incentive stock option" within the meaning of Section
422 of the Code.


 


n."Non-Qualified Stock Option"
means any Stock Option that is not an Incentive Stock Option.


 


o."Performance Goals"
means the performance goals established by the Committee in connection with the grant of Restricted Stock.


 


p."Plan" means the
Hot Mama’s Foods, Inc. 2013 Employee Stock Incentive Plan, as set forth herein and as hereinafter amended from time to time.


 


q."Qualified Performance-Based
Award" means an Award of Restricted Stock designated as such by the Committee at the time of grant, based upon a determination
that (i) the recipient is or may be a "covered employee" within the meaning of Section 162(m)(3) of the Code in the year
in which the Company would expect to be able to claim a tax deduction with respect to such Restricted Stock and (ii) the Committee
wishes such Award to qualify for the Section 162(m) Exemption.


 


r."Restricted Stock"
means an Award granted under Section 6.


 






    	-2-



    	 



    

 


s."Section 162(m) Exemption"
means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C)
of the Code.


 


t."Stock Appreciation Right"
means an Award granted under Section 5.


 


u."Stock Option”
means an Award granted under Section 4.


 


v.“Subsidiary” shall
have the meaning given to the term "Subsidiary corporation" in Section 424(f) of the Code.


 


w."Termination of Employment"
means the termination of the participant's employment with the Company and any of its Subsidiaries. A participant employed by a
Subsidiary shall also be deemed to incur a Termination of Employment if the Subsidiary ceases to be such a Subsidiary, and the
participant does not immediately thereafter become an employee of the Company or another Subsidiary. Temporary absences from employment
because of illness, vacation or leave of absence and transfers among the Company and its Subsidiaries shall not be considered Terminations
of Employment. If so determined by the Committee, a participant shall be deemed not to have incurred a Termination of Employment
if the participant enters into a contract with the Company or a Subsidiary providing for the rendering by the participant of consulting
services to the Company or such Subsidiary on terms approved by the Committee; however, Termination of Employment of the participant
shall occur when such contract ceases to be in effect.


 


In addition, certain
other terms used herein have definitions given to them in the first place in which they are used.


 


STATEMENT OF THE PLAN


 


		1.	Shares Subject to the Plan.



 


Subject to the provisions
of Section 7, the maximum number of shares which may be issued under the Plan shall be three million (3,000,000) shares of Common
Stock, par value $.001 per share, of the Company (the "Shares”). The Company shall at all times while the Plan is in
effect reserve such number of shares of Common Stock as will be sufficient to satisfy the requirements of outstanding Awards granted
under the Plan. The Shares subject to the Plan shall be either authorized and unissued shares or treasury shares of Common Stock.
If any Award is forfeited, or if any Stock Option (and related Stock Appreciation Right, if any) terminates, expires or lapses
for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part, or if
any Stock Appreciation Right is exercised for cash, the unpurchased Shares subject to such Awards shall again be available for
distribution under the Plan. No more than 40% of the shares of Common Stock available for grant under the Plan as of the
first day of any calendar year in which the Plan is in effect shall be utilized in that fiscal year for the grant of Awards in
the form of Restricted Stock.


 


		2.	Eligibility.



 


Awards may be granted
only to employees, salaried officers and other key persons employed or retained by the Company or its Subsidiaries, and any non-employee
director, consultant, vendor or other individual having a business relationship with the Company or its Subsidiaries to the extent
not prohibited by law ("Eligible Persons"). As used in this Plan, the term "Subsidiaries" shall include Subsidiaries
of a Subsidiary.


 






    	-3-



    	 



    

 


		3.	Administration of the Plan.



 


3.1.The Plan shall
be administered by either the full Board of Directors or by a committee (either the full Board or the committee is referred to
hereinafter as the "Committee") composed of at least two non-employee directors, each of whom shall be a disinterested
person, as defined by Rule 16b-3(c)(2)(i) under the Exchange Act, which Committee shall be appointed by and serve at the pleasure
of the Board. Within the limits of the express provisions of the Plan, the Committee shall have the authority to determine, in
its absolute discretion, (i) the individuals to whom, and the time or times at which Awards shall be granted, (ii) whether and
to what extent Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights and Restricted Stock or any combination
thereof are to be granted hereunder, (iii) the number of Shares to be covered by each Award granted hereunder, (iv) subject to
Sections 4.7 and 6.3(G), the terms and conditions of any Award granted hereunder including, but not limited to, the option price,
any vesting condition, restriction or limitation (which may be related to the performance of the participant, the Company or any
Subsidiary), and any vesting, acceleration, forfeiture or waiver regarding any Award and the shares of Common Stock relating thereto,
(v) modify, amend or adjust the terms and conditions of any Award, at any time or from time to time, including but not limited
to, Performance Goals; provided, however, that the Committee may not adjust upwards the amount payable
with respect to Qualified Performance-Based Awards or waive or alter the Performance Goals associated therewith or cause such Restricted
Stock to vest earlier than permitted by Section 6.3(G); (vi) to what extent and under what circumstances Common Stock and other
amounts payable with respect to an Award shall be deferred; and (vii) under what circumstances an Award may be settled in cash
or Common Stock under Sections 6.3(B) and 10.2, provided, however, that the Committee shall not have such
power to the extent that the mere possession (as opposed to the exercise) of such power would result in adverse tax consequences
to any participant under Code Section 409A. In making such determinations, the Committee may take into account such factors as
the Committee, in its absolute discretion, shall deem relevant. Subject to the express provisions of the Plan, the Committee shall
also have the authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, to determine
the terms and provisions of the respective option instruments or agreements (which need not be identical) and to make all other
determinations and take all other actions necessary or advisable for the administration of the Plan. The Committee's determinations
on the matters referred to in this Section 3.1 shall be conclusive. Any determination by a majority of the members of the Committee
shall be deemed to have been made by the whole Committee.


 


3.2.Each member
of the Committee shall be indemnified and held harmless by the Company against any cost or expense (including counsel fees) reasonably
incurred by such member, or liability (including any sum paid in settlement of a claim with the approval of the Company) arising
out of any act or omission to act in connection with the Plan unless arising out of such member’s own fraud or bad faith,
to the extent permitted by applicable law. Such indemnification shall be in addition to any rights of indemnification the members
may have as directors or otherwise under the By-laws of the Company, any agreement or vote of stockholders or disinterested directors
or otherwise.


 






    	-4-



    	 



    

 


		4.	Stock Options.



 


Stock Options may be
granted alone or in addition to other Awards. Stock Options granted hereunder may be either Incentive Stock Options or Non-Qualified
Stock Options. Any Stock Option granted hereunder shall be in such form as the Committee may from time to time approve. Stock Options
granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions
as the Committee shall deem desirable:


 


4.1.Stock Option
Exercise Price. Subject to adjustments in accordance with Sections 7 and 8, the exercise price of each Stock Option granted
under the Plan shall be set forth in the applicable Option Agreement, but in no event shall such price be less than the Fair Market
Value of the Shares subject to the Stock Option on the date the Stock Option is granted. The exercise price for Incentive Stock
Options shall not be less than 100% of the Fair Market Value per share of the Common Stock at the time the Stock Option is granted,
nor less than 110% of such Fair Market Value in the case of an Incentive Stock Option granted to an individual who, at the time
the option is granted, is a 10% Holder. The Fair Market Value of the Shares shall be determined in good faith by the Committee,
with the approval of the Board, in accordance with the Plan and in accordance with the requirements of Code Sections 409A and 422.


 


4.2.Maximum
Stock Option Grant. With respect to Stock Options which are intended to qualify as Incentive Stock Options, 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 granted to any participant (whether under this Plan or under any other stock option plan of the Company or its Subsidiaries)
become exercisable for the first time in any calendar year, may not exceed $100,000. The number of Shares for which any participant,
in any calendar year, may be granted Stock Options under the Plan not treated as Incentive Stock Options shall be limited to not
more than 500,000.  Notwithstanding the forgoing, nothing contained in the Plan shall be construed to prohibit the grant
of Stock Options under the Plan to an Eligible Person by reason of such person holding Stock Options to purchase shares of Common
Stock or any other securities of the Company granted otherwise than under the Plan.


 


4.3.Exercise
of Stock Options. 


 


4.3.1.Subject
to the provisions in this Section 4.3 and in Section 9, Stock Options may be exercised in whole or in part. The Committee, in its
absolute discretion, shall determine the time or times at which any Stock Option granted under the Plan may be exercised; provided,
however, that each Stock Option:


 


(A)shall be exercisable
by a participant only if such participant was an Eligible Person (and in the case of an Incentive Stock Option, was an employee
or salaried officer of the Company or any of its Subsidiaries) at all times beginning from the date of the grant of the Incentive
Stock Option to a date not more than three months (except as otherwise provided in Section 8) before exercise of such Stock Option;


 






    	-5-



    	 



    

 


(B)may not be exercised
prior to the expiration of at least one year from the date of grant except in the case of the death or disability of the participant
or otherwise with the approval of the Committee or the Board of Directors or, if the option agreement evidencing such Stock Option
so provides, upon a "Change of Control" as defined below;


 


(C)shall expire no
later than the expiration of ten years (five years in the case of an Incentive Stock Option granted to a 10% Holder) from the date
of its grant; and


 


(D)shall not be exercisable
by a participant until such participant executes and delivers a written representation to the effect that such participant is acquiring
the Common Stock for investment and not with the intent of distributing the same (unless such Common Stock shall be appropriately
registered under the Securities Act of 1933, as amended, or exempt from registration thereunder).


 


A "Change of
Control" as used in this Section 4.3 shall mean any of the following:


 


(i)any consolidation,
merger or sale of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of
the Company’s stock would be converted into cash, securities or other property; or


 


(ii)the stockholders
of the Company approve an agreement for the sale, lease, exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all of the assets of the Company; or


 


(iii)any approval
by the stockholders of the Company of any plan or proposal for the liquidation or dissolution of the Company; or


 


(iv)the acquisition
of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act of an aggregate of 25% or more of the voting power
of the Company’s outstanding voting securities by any single person or group (as such term is used in Rule 13d-5 under the
Exchange Act), unless such acquisition was approved by the Board of Directors prior to the consummation thereof); or


 


(v)the appointment
of a trustee in a Chapter 11 bankruptcy proceeding involving the Company or the conversion of such a proceeding into a case under
Chapter 7.


 


As a condition of the grant of a Stock
Option, the Committee, in its absolute discretion, may require an Eligible Person to enter into an employment agreement with the
Company or any Subsidiary or affiliate of the Company covering a period of at least one year following the grant, and if the grant
specifically requires, compliance with all terms and conditions of any such employment agreement shall be a condition to the exercise
by the participant of such participant’s Stock Option (provided, however, that such compliance may be waived by the Committee
in its absolute discretion).


 


4.3.2.Stock
Options granted under the Plan shall be exercised by the delivery by the holder thereof to the Company at its principal offices
(to the attention of the Secretary) of written notice of the number of Shares with respect to which the Stock Option is being exercised,
accompanied by payment in full of the Stock Option exercise price of such Shares. The exercise price shall be payable in cash by
a certified or bank check or such other instrument as the Company may accept; provided, however, that in lieu
of payment in cash, a participant may, with the approval of the Company's Board and on the recommendation of the Committee, pay
for all or part of the Shares to be purchased upon exercise of such participant’s Stock Option by:


 






    	-6-



    	 



    

 


(A)tendering to the
Company shares of the Company's Common Stock owned by such participant and having a Fair Market Value (as determined pursuant to
Section 4.1) equal to the exercise price (or the balance thereof) applicable to such participant's Stock Option; or


 


(B)complying with
any exercise and sell (or cashless exercise) program which the Company has established with a broker-dealer.


 


4.3.3.The
holder of an option shall have none of the rights of a stockholder with respect to the Shares covered by such holder’s option
until such Shares shall be issued to such holder upon the exercise of such holder’s option.


 


4.4.Termination
of Service. In the event that the service of an individual to whom a Stock Option has been granted under the Plan shall terminate
(otherwise than by reason of such individual’s death or total disability, or for cause), such option may be exercised (if
and to the extent that such individual was entitled to do so at the date of termination of such individual’s service) at
any time within three months after such termination, but in no event after the expiration of the term of the option. No option
granted under the Plan may be exercised by a participant following termination of such participant's employment for cause. "Termination
for cause" shall mean dismissal for dishonesty, conviction or confession of a crime punishable by law (except minor violations),
fraud, misconduct or disclosure of confidential information. If the service of an individual to whom a Stock Option has been granted
under the Plan shall be suspended pending an investigation of whether or not the individual shall be terminated for cause, all
of the individuals rights under any option granted hereunder likewise shall be suspended during the period of investigation.


 


4.5.Death or
Total Disability of a Stock Option Holder. In the event of the death or total disability of an individual to whom a Stock Option
has been granted under the Plan (i) while serving as an Eligible Person; or (ii) within three months after the termination of such
service, other than for cause, such option may be exercised (if and to the extent that the deceased individual was entitled to
do so at the date of such individual’s death or total disability) by a legatee or legatees of such participant under such
individual's last will and testament or by such individual’s personal representatives or distributees, at any time within
twelve months after such individual’s death or total disability, but in no event after the expiration of the term of
the option.


 


As used in this Plan,
the term "total disability" refers to a mental or physical impairment of the individual which has lasted or is expected
to last for a continuous period of twelve months or more and which causes the individual to be unable, in the opinion of the Company
and two (if more than one is required by the Company in its sole discretion) independent physicians, to perform such individual’s
duties for the Company and to be engaged in any substantial gainful activity. Total disability shall be deemed to have occurred
on the first day after the Company and the two (if more than one is required by the Company in its sole discretion) independent
physicians have furnished their opinion of total disability to the Committee.


 






    	-7-



    	 



    

 


4.6.Non-transferability
of Stock Options. A Stock Option shall not be transferable otherwise than by will or the laws of descent and distribution and
is exercisable during the lifetime of the Eligible Person only by such Eligible Person or such Eligible Person’s guardian
or legal representative. Notwithstanding the foregoing, the Committee shall have discretionary authority to grant Stock Options
which will be transferable to members of a participant's immediate family, including trusts for the benefit of such family members
and partnerships in which such family members are the only partners. A transferred option would be subject to all of the same terms
and conditions as if such option had not been transferred. Upon any attempt to transfer a Stock Option granted under this Plan
otherwise than as permitted hereunder, or upon the levy of attachment or similar process upon such option, such option shall automatically
become null and void and of no further force and effect.


 


4.7.Evidence
of Stock Option Grant. Each option granted pursuant to the Plan shall be evidenced by an agreement (the "Option Agreement")
which shall clearly identify the status of the Stock Options granted thereunder (i.e., whether an Incentive Stock Option or Non-Qualified
Stock Option). The Option Agreement shall comply in all respects with the terms and conditions of the Plan and may contain such
additional provisions, including, without limitation, restrictions upon the exercise of the option, as the Committee shall deem
advisable.


 


4.8.Deferral
of Stock Option Shares. The Committee may from time to time establish procedures pursuant to which a participant may elect
to defer, until a time or times later than the exercise of a Stock Option, receipt of all or a portion of the shares of Common
Stock subject to such Stock Option and/or to receive cash at such later time or times in lieu of such deferred shares, all on such
terms and conditions as the Committee shall determine. If any such deferrals are permitted, then notwithstanding Sections 4.3.1
and 4.3.2. above, a participant who elects such deferral shall not have any rights as a stockholder with respect to such deferred
shares unless and until shares are actually delivered to the participant with respect thereto, except to the extent otherwise determined
by the Committee. Notwithstanding anything herein to the contrary, in no event will any deferral of the delivery of shares of Common
Stock or any other payment with respect to any Award be allowed if the Committee determines, in its sole discretion, that the deferral
would result in the imposition of additional tax under Code Section 409A(a)(1)(B).


 


		5.	Stock Appreciation Rights



 


5.1.Grant and
Exercise. Stock Appreciation Rights may be granted in conjunction with all or part of any Stock Option granted under the Plan.
In the case of a Non-Qualified Stock Option, such rights may be granted either at or after the time of grant of such Stock Option.
In the case of an Incentive Stock Option, such rights may be granted only at the time of grant of such Stock Option. A Stock Appreciation
Right shall terminate and no longer be exercisable upon the termination or exercise of the related Stock Option.


 


A Stock Appreciation
Right may be exercised by a participant in accordance with Section 5.2 by surrendering the applicable portion of the related Stock
Option in accordance with procedures established by the Committee. Upon such exercise and surrender, the participant shall be entitled
to receive an amount determined in the manner prescribed in Section 5.2. Stock Options which have been so surrendered shall no
longer be exercisable to the extent the related Stock Appreciation Rights have been exercised.


 






    	-8-



    	 



    

 


5.2.Terms and
Conditions. Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined by the Committee,
including the following:


 


(A)Stock Appreciation
Rights shall be exercisable only at such time or times and to the extent that the Stock Options to which they relate are exercisable
in accordance with the provisions of Section 4 and this Section 5.


 


(B)Upon the exercise
of a Stock Appreciation Right, a participant shall be entitled to receive an amount in cash, shares of Common Stock or both, in
value equal to the excess of the Fair Market Value of one share of Common Stock over the option price per share specified in the
related Stock Option multiplied by the number of shares in respect of which the Stock Appreciation Right shall have been exercised,
with the Committee having the right to determine the form of payment.


 


(C)Stock Appreciation
Rights shall be transferable only to permitted transferees of the underlying Stock Option in accordance with Section 4.6.


 


(D)Upon the exercise
of a Stock Appreciation Right, the Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed
to have been exercised for the purpose of the limitation set forth in Section 1 on the number of shares of Common Stock to be issued
under the Plan, but only to the extent of the number of shares covered by the Stock Appreciation Right at the time of exercise
based on the value of the Stock Appreciation Right at such time.


 


		6.	Restricted Stock



 


6.1.Administration.
Shares of Restricted Stock may be awarded either alone or in addition to other Awards granted under the Plan. The Committee
shall determine the Eligible Persons to whom and the time or times at which grants of Restricted Stock will be awarded, the number
of shares to be awarded to any Eligible Person, the conditions for vesting, the time or times within which such Awards may be subject
to forfeiture and any other terms and conditions of the Awards, in addition to those contained in Section 6.3.


 


6.2.Awards and
Certificates. Shares of Restricted Stock shall be evidenced in such manner as the Committee may deem appropriate, including
book-entry registration or issuance of one or more stock certificates. Any certificate issued in respect of shares of Restricted
Stock shall be registered in the name of such Eligible Person and shall bear an appropriate legend referring to the terms, conditions,
and restrictions applicable to such Award, substantially in the following form:


 


"The transferability of this certificate
and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Hot Mama’s
Foods, Inc. 2013 Employee Stock Incentive Plan and a Restricted Stock Agreement. Copies of such Plan and Agreement are on file
at the offices of Hot Mama’s Foods, Inc., 134 Avocado Street, Springfield, MA 07104"


 


The Committee may require that the certificates
evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition
of any Award of Restricted Stock, the participant shall have delivered a stock power, endorsed in blank, relating to the Common
Stock covered by such Award.


 






    	-9-



    	 



    

 


6.3.Terms and
Conditions. Shares of Restricted Stock shall be subject to the following terms and conditions:


 


(A)The Committee
may, prior to or at the time of grant, designate an Award of Restricted Stock as a Qualified Performance-Based Award, in which
event it shall condition the grant or vesting, as applicable, of such Restricted Stock upon the attainment of Performance Goals.
If the Committee does not designate an Award of Restricted Stock as a Qualified Performance-Based Award, it may also condition
the grant or vesting thereof upon the attainment of Performance Goals. Regardless of whether an Award of Restricted Stock is a
Qualified Performance-Based Award, the Committee may also condition the grant or vesting thereof upon the continued service of
the participant. The conditions for grant or vesting and the other provisions of Restricted Stock Awards (including without limitation
any applicable Performance Goals) need not be the same with respect to each recipient. The Committee may at any time, in its sole
discretion, accelerate or waive, in whole or in part, any of the foregoing restrictions; provided, however,
that in the case of Restricted Stock that is a Qualified Performance-Based Award, the applicable Performance Goals have been satisfied
and further, provided, however, that the Committee shall not have such power to the extent that the
mere possession (as opposed to the exercise) of such power would result in adverse tax consequences to any participant under Code
Section 409A.


 


(B)Subject to the
provisions of the Plan and the Restricted Stock Agreement referred to in Section 6.3(F), during the period, if any, set by the
Committee, commencing with the date of such Award for which such participant's continued service is required (the "Restriction
Period"), and until the later of (i) the expiration of the Restriction Period and (ii) the date the applicable Performance
Goals (if any) are satisfied, the participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber shares
of Restricted Stock; provided, however, that the foregoing shall not prevent a participant from pledging Restricted
Stock as security for a loan, the sole purpose of which is to provide funds to pay the option price for Stock Options.


 


(C)Except as provided
in this Section 6.3(C) and Sections 6.3(A) and 6.3(B) and the Restricted Stock Agreement, the participant shall have, with respect
to the shares of Restricted Stock, all of the rights of a stockholder of the Company holding the class or series of Common Stock
that is the subject of the Restricted Stock, including, if applicable, the right to vote the shares and the right to receive any
dividends. If so determined by the Committee in the applicable Restricted Stock Agreement, (i) cash dividends on the class or series
of Common Stock that is the subject of the Restricted Stock Award shall be automatically deferred and reinvested in additional
Restricted Stock, held subject to the vesting of the underlying Restricted Stock, or held subject to meeting Performance Goals
applicable only to dividends; and (ii) dividends payable in Common Stock shall be paid in the form of Restricted Stock of the same
class as the Common Stock with which such dividend was paid, held subject to the vesting of the underlying Restricted Stock, or
held subject to meeting Performance Goals applicable only to dividends.


 






    	-10-



    	 



    

 


(D)Except to the
extent otherwise provided in the applicable Restricted Stock Agreement or Sections 6.3(A), 6.3(B), 6.3(E) or 8.1(D), upon a participant's
Termination of Employment for any reason during the Restriction Period or before the applicable Performance Goals are satisfied,
all shares still subject to restriction shall be forfeited by the participant.


 


(E)Except to the
extent otherwise provided in Section 8.1(D), in the event that a participant retires or such participant's employment is involuntarily
terminated, the Committee shall have the discretion to waive, in whole or in part, any or all remaining restrictions (other than,
in the case of Restricted Stock with respect to which a participant is a Covered Employee, satisfaction of the applicable Performance
Goals unless the Participant's employment is terminated by reason of death or Disability) with respect to any or all of such participant's
shares of Restricted Stock.


 


(F)If and when any
applicable Performance Goals are satisfied and the Restriction Period expires without a prior forfeiture of the Restricted Stock,
unlegended certificates for such shares shall be delivered to the participant upon surrender of the legended certificates.


 


(G)Each Award shall
be confirmed by, and be subject to, the terms of a Restricted Stock Agreement.


 


(H)Notwithstanding
the foregoing, but subject to the provisions of Section 8 hereof, no Award in the form of Restricted Stock, the vesting of which
is conditioned only upon the continued service of the participant, shall vest earlier than the first anniversary of the date of
grant thereof, on which date a maximum of one-half of the shares of Common Stock subject to the Award may vest, and no award in
the form of Restricted Stock, the vesting of which is conditioned upon the attainment of a specified Performance Goal or Goals,
shall vest earlier than the first anniversary of the date of grant thereof.


 


		7.	Adjustments Upon Change in Capitalization.



 


In the event of changes
in the outstanding shares of Common Stock of the Company by reason of stock dividends, stock splits, reverse stock splits, recapitalizations,
mergers, consolidations, combinations or exchanges of shares, separations, reorganizations or liquidations, the number and class
of shares available under the Plan, the number and class of Shares or the amount of cash or other assets or securities available
upon the exercise of any Award granted hereunder and the number of Shares to be issued pursuant to an Award shall be correspondingly
adjusted, to the end that the participant's proportionate interest in the Company, any successor thereto or in the cash, assets
or other securities into which Shares are converted or exchanged shall be maintained to the same extent, as near as may be practicable,
as immediately before the occurrence of any such event. All references in this Plan to "Common Stock" from and after
the occurrence of such event shall be deemed for all purposes of this Plan to refer to such other class of shares or securities
issuable upon the exercise or payment of Awards granted pursuant hereto.


 


		8.	Material Transaction, Liquidation or Dissolution of the Company.



 


8.1.In the event
of a reorganization, merger or consolidation in which the Company is not the surviving corporation, or a sale of all or substantially
all of the assets of the Company to another person or entity (each a "Material Transaction"), unless otherwise provided
in the Option Agreement, the Committee shall:


 






    	-11-



    	 



    

 


(A)provide for the
assumption of outstanding Awards, or the substitution of outstanding Awards for new Awards, for equity securities of the surviving,
successor or purchasing corporation, or a parent or Subsidiary thereof, with appropriate adjustments as to the number, kind, vesting
and prices of Shares subject to such Awards, as determined in good faith by the Board in its sole discretion, or


 


(B)provide that the
vesting of each outstanding Stock Option and Stock Appreciation Right shall automatically be accelerated so that 100% of the unvested
Shares covered by such Award shall be fully vested upon the consummation of the Material Transaction, and


 


(i)provide notice
to Participants that all outstanding Stock Options must be exercised on or before a specified date (which date shall be at least
ten days from the date of notice), after which the Stock Options and Stock Appreciation Rights shall terminate; or


 


(ii)terminate each
outstanding Stock Option and Stock Appreciation Right in its entirety and exchange such Award for a payment of cash, securities
and/or property equal to the Fair Market Value of the Common Stock into which such Award convertible, less the exercise price for
such Award.


 


(C)provide that the
restrictions and deferral limitations applicable to any Restricted Stock shall lapse, and such Restricted Stock shall become free
of all restrictions and become fully vested and transferable, and


 


(D)the Committee
may also make additional adjustments and/or settlements of outstanding Awards as it deems appropriate and consistent with the Plan's
purposes.


 


Notwithstanding the
foregoing, for purposes of Sections 8.1(A), 8.1(B), 8.1(C) and 8.1(D), the Committee shall not have any of the foregoing powers
to the extent that the mere possession (as opposed to the exercise) of such power would result in adverse tax consequences to any
participant under Code Section 409A.


 


8.2.In the event
of the dissolution or liquidation the Company, whether voluntary or otherwise, that is not a Material Transaction, all outstanding
unexercised Stock Options and Stock Appreciation Rights must be exercised, if at all, within the ninety day period commencing on
the date specified in Section 8.3 below. All such Awards which become exercisable during the ninety day period commencing on the
date specified in Section 8.3 below, shall terminate at the end of such ninety day period to the extent not exercised prior thereto.


 


8.3.The date specified
in this Section 8.3 is the date of the earliest to occur of the following events:


 


(i)the entry, in
a court having jurisdiction, of an order that the Company be liquidated or dissolved;


 






    	-12-



    	 



    

 


(ii)adoption by the
stockholders of the Company of a resolution resolving that the Company be liquidated or dissolved voluntarily; or


 


(iii)adoption by
the stockholders of the Company of a resolution to the effect that the Company cannot, by reason of its liabilities, continue its
business and that it is advisable to liquidate or dissolve the Company. Notwithstanding anything herein to the contrary, in no
event may any option granted hereunder be exercised after the expiration of the term of such option.


 


		9.	Further Conditions.



 


Each Award granted
under the Plan shall be subject to the requirement that if at any time the Committee shall determine, in its absolute discretion,
that it is necessary or desirable as a condition of, or in connection with the grant and/or issuance of Award or the exercise thereof,
to effect or obtain, as the case may be:


 


(i)the listing, registration
or qualification of the Shares subject to such Award upon any securities exchange or under any state or federal law;


 


(ii)the consent or
approval of any governmental body;


 


(iii)any investment
representation or agreement by the individual desiring to be issued or to exercise an Award granted under the Plan; or


 


(iv)an opinion of
counsel for the Company,


 


then, no Award may be issued or exercised,
as the case may be, in whole or in part unless such listing, registration, qualification, consent, approval, investment or representation
agreement or opinion shall have been effected or obtained, as the case may be, free of any condition not acceptable to the Board
or the Committee.


 


		10.	Exchange and Buyout of Awards.



 


10.1.The Committee
may, at any time or from time to time, authorize the Company, with the consent of the respective participants, to issue new Awards
in exchange for the surrender and cancellation of any or all outstanding Awards.


 


10.2.The Committee
may, at any time or from time to time, authorize the Company to buy from a participant an Award previously granted with payment
in cash, Shares (including Restricted Stock) or other consideration, based on such terms and conditions as the Committee and the
participant may agree.


 


		11.	Termination, Modification and Amendment.



 


11.1.The Plan (but
not Awards previously granted under the Plan) shall terminate on, and no Awards shall be granted after, the tenth anniversary of
its adoption by the Board; provided that the Board may at any time terminate the Plan prior thereto upon the adoption of a resolution
of the Board.


 






    	-13-



    	 



    

 


11.2.The Board
shall have complete power and authority to modify or amend the Plan in whole or in part and from time to time in such respects
as it shall deem advisable; provided, however, that the Board shall not, without the approval of the votes represented by a majority
of the outstanding Common Stock of the Company present or represented and entitled to vote at a meeting of stockholders duly held
in accordance with the applicable laws of the Company's jurisdiction of incorporation or by the written consent of stockholders
owning stock representing a majority of the votes of the Company's outstanding stock entitled to vote:


 


(i)increase the number
of Shares available for the grant of Awards under Section 1 of the Plan (except as provided in Section 7);


 


(ii)extend the term
of the Plan or the period during which Awards may be granted or exercised;


 


(iii)reduce the Stock
Option price below 100% (110% in the case of an Incentive Stock Option granted to a 10% Holder) of the Fair Market Value of the
Shares issuable upon exercise of Stock Options at the time of the granting thereof, other than to change the manner of determining
the Fair Market Value thereof;


 


(iv)alter the maximum
number of Shares available for the grant of Awards in the form of Incentive Stock Options and Restricted Stock;


 


(v)materially increase
the benefits accruing to participants under the Plan;


 


(vi)modify the requirements
as to eligibility for participation in the Plan;


 


(vii)modify the nature
of the Awards which may be granted under the Plan;


 


(viii)with respect
to Stock Options which are Incentive Stock Options, amend the Plan in any respect which would cause such Stock Options to no longer
qualify for Incentive Stock Option treatment pursuant to the Code; and


 


(ix)alter the provisions
set forth in Section 6.3(H) with respect to minimum vesting schedules relating to Awards in the form of Restricted Stock.


 


No termination or amendment of the Plan
shall, without the consent of the individual participant, adversely affect the rights of such participant under an Award theretofore
granted to such participant.


 


		12.	Taxes.



 


The Company may make
such provisions as it may deem appropriate for the withholding of any taxes which it determines is required in connection with
any Awards granted under the Plan. The Company may further require notification from the participants upon any disposition of Common
Stock acquired pursuant to the Awards granted hereunder.


 






    	-14-



    	 



    

 


		13.	Effectiveness Of The Plan.



 


The Plan shall become
effective immediately upon its approval and adoption by the Board, subject to approval by a majority of the votes of the outstanding
shares of capital stock of the stockholders of the Company cast at any duly called annual or special meeting of the Company's stockholders
held within one year from the date of Board adoption and approval.


 


		14.	Designation of Beneficiary by Participant.



 


A participant may designate
one or more beneficiaries to receive any rights and payments to which such participant may be entitled in respect of any option
granted under the Plan in the event of such participant’s death. Such designation shall be on a written form acceptable to
and filed with the Committee. The Committee shall have the right to review and approve beneficiary designations. A participant
may change the participant’s beneficiary(ies) from time to time in the same manner as the original designation, unless such
participant has made an irrevocable designation. Any designation of beneficiary under the Plan (to the extent it is valid and enforceable
under applicable law) shall be controlling over any other disposition, testamentary or otherwise, as determined by the Committee.
If no designated beneficiary survives the participant and is living on the date on which any right or amount becomes payable to
such participant’s beneficiary(ies), such payment will be made to the legal representatives of the participant’s estate,
and the term “beneficiary” as used in the Plan shall be deemed to include such person or persons. If there is any question
as to the legal right of any beneficiary to receive a distribution under the Plan, the Committee may determine that the amount
in question be paid to the legal representatives of the estate of the participant, in which event the Company, the Committee, the
Board and the Committee and the members thereof will have no further liability to any person or entity with respect to such amount.


 


		15.	Certificates.



 


All Shares delivered
under this Plan will be subject to such stock transfer orders, legends and other restrictions as the Committee may deem necessary
or advisable, including restrictions under any applicable federal, state or foreign securities law, or any rules, regulations and
other requirements promulgated under such laws or any stock exchange or automated quotation system upon which the Shares may be
listed or quoted and each stock certificate evidencing such Shares and other certificates shall have the appropriately legend.


 


		16.	Securities Law and Other Regulatory Compliance.



 


16.1.The issuance
of Awards under the Plan will not be effective unless such issuance is made in compliance with all applicable federal and state
securities laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation
system upon which the Shares may then be listed or quoted, as they are in effect on the date of issuance/grant and also on the
date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue
or deliver stock certificates for Shares under this Plan prior to:


 


(i)obtaining any
approvals from governmental agencies that the Committee determines are necessary or advisable; and/or


 






    	-15-



    	 



    

 


(ii)completion of
any registration or other qualification of such Shares under any state or federal law or ruling of any governmental body that the
Committee determines to be necessary or advisable.


 


16.2.The Company
will be under no obligation to register the Shares under the Securities Act of 1933, as amended, or to effect compliance with the
registration, qualification or listing requirements of any state securities laws, stock exchange or automated quotation system,
and the Company will have no liability for any inability or failure to do so.


 


		17.	No Obligation to Employ.



 


The Plan shall not
constitute a contract of employment and nothing in this Plan shall confer or be deemed to confer on any participant any right to
continue in the employ of, or to continue any other relationship with, the Company or any Subsidiary or affiliate of the Company
or limit in any way the right of the Company or any Subsidiary or affiliate of the Company to terminate the participant’s
employment or other relationship at any time, with or without cause.


 


		18.	Non-exclusivity of the Plan.



 


Neither the adoption
of the Plan by the Board, the submission of the Plan to the shareholders of the Company for approval, nor any provision of this
Plan will be construed as creating any limitations on the power of the Board or the Committee to adopt such additional compensation
arrangements as the Board may deem desirable, including, without limitation, the granting of Stock Options otherwise than under
the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.


 


		19.	Miscellaneous Provisions.



 


19.1.Determinations
made by the Committee under the Plan need not be uniform and may be made selectively among Eligible Persons under the Plan, whether
or not such Eligible Persons are similarly situated.


 


19.2.No Shares,
other Company securities or property, other securities or property, or other forms of payment shall be issued hereunder with respect
to any option granted under the Plan unless counsel for the Company shall be satisfied that such issuance will be in compliance
with applicable federal, state, local and foreign legal, securities exchange and other applicable requirements.


 


19.3.It is the
intent of the Company that if the Company’s securities are registered with the Securities and Exchange Commission the Plan
comply in all respects with Rule 16b-3 under the Exchange Act, that any ambiguities or inconsistencies in construction of the Plan
be interpreted to give effect to such intention and that if any provision of the Plan is found not to be in compliance with Rule
16b-3, such provision shall be deemed null and void to the extent required to permit the Plan to comply with Rule 16b-3.


 


19.4.The appropriate
officers of the Company shall cause to be filed any reports, returns or other information regarding the grant of Stock Options
hereunder or any Shares issued pursuant hereto as may be required by Section 13 or 15(d) of the Exchange Act (or any successor
provision) or any other applicable statute, rule or regulation.


 






    	-16-



    	 



    

 


19.5.The validity,
construction, interpretation, administration and effect of the Plan, and of its rules and regulations, and rights relating to
the Plan and Awards granted under the Plan and any agreements in connection therewith, shall be governed by the substantive laws,
but not the choice of law rules, of the State of Delaware.


 






    	-17-