Exhibit 10.2


 


FIRST FOUNDATION INC.


 


MANAGEMENT STOCK INCENTIVE PLAN 


 


1.            PURPOSES
OF THE PLAN


 


The purposes of the
First Foundation Inc. Management Stock Incentive Plan (the “Plan”) are: (a) to align the interests of Company
officers and directors with those of the Company’s shareholders by providing incentive compensation opportunities tied to
the performance of the Company’s common stock and by promoting increased ownership of the Company’s common stock by
such individuals; and (b) to enhance the Company’s ability to motivate, attract, and retain the services of officers
and other key employees, and directors, upon whose judgment, interest, and special effort the successful conduct of the Company’s
business is largely dependent.


 


2.            DEFINITIONS


 


2.1           When
used with reference to the Company, the term “Affiliate” shall mean:


 


(a)          with
respect to Incentive Options, any “parent corporation” or “subsidiary corporation” of the Company, whether
now existing or hereafter created or acquired, as those terms are defined in Sections 424(e) and 424(f) of the Code, respectively;
and


 


(b)          with
respect to Awards other than Incentive Options, in addition to any entity described in paragraph (a) of this Section 2.1,
any other corporation, limited liability company partnership, joint venture or other entity, whether now existing or hereafter
created or acquired, in which the Company has a direct or indirect beneficial ownership interest representing at least one-third
(1/3) of the aggregate voting power of the equity interests of such entity or one-third (1/3) of the aggregate fair market
value of the equity interests of such entity, as determined by the Committee.


 


2.2           “Award”
means a Stock Option or Restricted Stock granted to a Participant pursuant to the Plan. The terms “Stock Option” and
“Restricted Stock” shall have the respective meanings given to such terms in Section 5 of this Plan.


 


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


 


2.4           For
purposes of this Plan, a “Change of Control” shall mean and shall be deemed to have occurred on the happening
of any of the following:


 


(a)          the
acquisition, directly or indirectly, by any “person” or “group” (as those terms are defined in Sections
3(a)(9), 13(d) and 14(d) of the Exchange Act and the rules thereunder) of “beneficial ownership” (as determined pursuant
to Rule 13d-3 under the Exchange Act) of securities entitled to vote generally in the election of directors (“voting securities”)
of the Company that represent 50% or more of the combined voting power of the Company’s then outstanding voting securities,
other than:


 


(i)          an
acquisition by a trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or
maintained by the Company or any person controlled by the Company or by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any person controlled by the Company, or


 


(ii)         an
acquisition of voting securities by the Company or a corporation owned, directly or indirectly by the shareholders of the Company
in substantially the same proportions as their ownership of the Shares of the Company.


 


(b)          at
any time during a period of two (2) consecutive years or less, individuals who at the beginning of such period constitute
the Board (and any new directors whose election by the Board or nomination for election by the Company's shareholders was approved
by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was so approved) cease for any reason (except for death, Disability or
voluntary retirement) to constitute a majority thereof; or


 




    	 



    	 



    

 


 


(c)          the
consummation of a merger, consolidation, reorganization or similar corporate transaction, whether or not the Company is the surviving
entity in such transaction, other than a merger, consolidation, or reorganization that would result in the persons who are beneficial
owners of the Company voting securities outstanding immediately prior thereto continuing to beneficially own, directly or indirectly,
in substantially the same proportions, at least a simple majority of the combined voting power of the Company’s voting securities
(or the voting securities of the surviving entity in such transaction) outstanding immediately after such merger, consolidation
or reorganization or other similar corporate transaction; or


 


(d)          the
sale or other disposition of all or substantially all of the assets of the Company; or


 


(e)          the
approval by the shareholders of the Company of a complete liquidation or dissolution of the Company; or


 


(f)          the
occurrence of any transaction or event, or series of transactions or events, designated by the Board in a duly adopted resolution
as representing a change in the effective control of the business and affairs of the Company, effective as of the date specified
in any such resolution.


 


The Committee shall
have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change of Control
of the Company has occurred pursuant to the above definition, and the date of the occurrence of such Change of Control and any
incidental matters relating thereto.


 


2.5           “Code”
shall mean the Internal Revenue Code of 1986, as such is amended from time to time, and any reference to a section of the Code
shall include any successor provision of the Code.


 


2.6           “Committee”
shall mean the Board of Directors or a committee appointed by the Board of Directors from among its members to administer the Plan
pursuant to Section 3.


 


2.7           “Common
Stock” means the Company's common stock, par value $0.001 per share.


 


2.8           “Company”
means First Foundation Inc., a California corporation.


 


2.9           
“Disability” means a Participant being considered “disabled” within the meaning of Section 409A(a)(2)(C)
of the Code, unless otherwise provided in an Award Agreement.


 


2.10         “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, and any reference to a section of the Exchange
Act shall include any successor provision of that Act.


 


2.11         “Market
Value” on any given date means the value of one share of Common Stock, determined as follows:


 


(a)          If
the Common Stock is then listed or admitted to trading on a stock exchange which reports closing sale prices, such as, but not
limited to, the Nasdaq Stock Exchange, then the Market Value shall be the closing sale price per share of Common Stock on the date
of valuation on the principal exchange on which the Common Stock is then listed or admitted to trading, or, if no closing sale
price is quoted on such day, then the Market Value shall be the closing sale price per share of the Common Stock on such principal
stock exchange on the next succeeding day for which a closing sale price is reported.


 


(b)          If
the Common Stock is not then listed or admitted to trading on a stock exchange which reports closing sale prices, the Market Value
shall be the average of the closing bid and asked prices per share of the Common Stock in the over-the-counter market on the date
of valuation.


 


(c)          If
neither paragraph (a) nor (b) is applicable as of the date of valuation, then the Market Value shall be determined by
the Committee in good faith using any reasonable method of evaluation, which determination shall be conclusive and binding on all
interested and affected parties.


 


2.12         “Outside
Director” shall mean a member of the Board of Directors who is not otherwise an employee of the Company.


 




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2.13         “Participants”
shall mean those individuals to whom Awards have been granted under this Plan from time to time and any authorized transferee of
such individuals.


 


2.14         “Plan”
means this First Foundation Inc. Management Stock Incentive Plan.


 


2.15         “Qualified
Performance-Based Award” means an Award the grant, issuance, retention, vesting and/or settlement of which is subject
to satisfaction of one or more performance goals that are based on or determined with reference to the Performance Criteria specified
in Section 8.2 hereof.


 


2.16         “Securities
Act” means the Securities Act of 1933, as amended from time to time, and any reference to a section of the Securities
Act shall include any successor provision of that Act.


 


2.17         “Share”
shall mean a share of Common Stock or the number and kind of shares of stock or other securities which shall be substituted or
adjusted for such Shares as provided in Section 10 hereof.


 


2.18         “Subsidiary”
means any corporation or entity in which the Company owns or controls, directly or indirectly, fifty percent (50%) or more
of the voting power or economic interests of such corporation or entity.


 


2.19         “10%
Stockholder” means a person who, as of a relevant date, owns or is deemed to own (by reason of the attribution rules
applicable under Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company or of any of its Affiliates.


 


2.20         “2007
Private Offering” means the private offering of up to 3.2 million shares of the Company’s Common Stock pursuant
to that certain Private Offering Memorandum dated July 5, 2007.


 


3.            ADMINISTRATION


 


3.1           Composition
of Committee. This Plan shall be administered by the Committee. If the Committee is not the full Board of Directors, then the
Committee shall consist of two or more Outside Directors who shall be appointed by the Board of Directors of the Company (the “Board”).
The Board shall fill vacancies on the Committee and may from time to time remove or add members of the Committee. The Board, in
its sole discretion, may exercise any authority of the Committee under this Plan in lieu of the Committee’s exercise thereof,
and in such instances references herein to the Committee shall refer to the Board of Directors. It is intended that each Committee
member shall satisfy the requirements for (i) an “independent director” for purposes of the Company's Corporate
Governance Guidelines and the Compensation Committee Charter, (ii) an “independent director” under rules adopted
by the NASDAQ Stock Market, (iii) a “nonemployee director” for purposes of such Rule 16b-3 under the Exchange
Act and (iv) an “outside director” under Section 162(m) of the Code. No member of the Committee shall be
liable for any action or determination made in good faith by the Committee with respect to the Plan or any Award thereunder.


 


3.2           Delegation
and Administration.


 


(a)          The
Committee shall have the right, from time to time, to delegate to one or more separate committees (any such committee a “Subcommittee”)
composed of (a) one or more directors of the Company (who may, but need not be, members of the Committee) or (b) one
or more officers of the Company, the authority to grant Awards and take the other actions described in Section 3.3 below,
subject to (i) such limitations as the Committee shall determine, (ii) the requirement, in the case of a delegation of
authority to a Subcommittee of one or more officers, that the resolution delegating such authority shall specify the total number
of Stock Options or rights such Subcommittee may so award, and (iii) the limitation that in no event shall any such delegation
of authority be permitted with respect to Awards to any members of the Board or to any officers or other individuals who are subject
to Rule 16b-3 under the Exchange Act or Section 162(m) of the Code or who have been appointed to any such Subcommittee. Any
action by any such Subcommittee in accordance with and within the scope of such delegation shall be deemed for all purposes to
have been taken by the Committee and, in such event, references in this Plan to the Committee shall include any such Subcommittee.
Additionally any actions that may be taken by a Subcommittee composed of one or more officers of the Company shall be subject to
review and approval, disapproval or modification by the Committee.


 




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(b)          The
Committee may delegate the administration of the Plan to an officer or officers of the Company, and such administrator(s) may have
the authority to execute and distribute agreements or other documents evidencing or relating to Awards granted by the Committee
under this Plan, to maintain records relating to the grant, vesting, exercise, forfeiture or expiration of Awards, to process or
oversee the issuance of shares of Common Stock upon the exercise, vesting and/or settlement of an Award, to interpret the terms
of Awards and to take such other actions as the Committee may specify in the resolutions providing for such delegation. Any action
by any such administrator within the scope of its delegation shall be deemed for all purposes to have been taken by the Committee
and references in this Plan to the Committee shall include any such administrator, provided that the actions and interpretations
of any such administrator shall be subject to review and approval, disapproval or modification by the Committee.


 


3.3           Powers
of the Committee. Subject to the express limitations of the Plan, the Committee shall have such powers and authority as may
be necessary or appropriate for the Committee to carry out its functions as described in the Plan and to do all things necessary
or desirable, in its sole discretion, in connection with the administration of this Plan, including, without limitation, the following:


 


(a)          to
prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein, and
to interpret and construe this Plan, any rules and regulations under this Plan and the terms and conditions of any Award granted
hereunder, and to make exceptions to any such provisions in good faith and for the benefit of the Company;


 


(b)          to
determine which persons are eligible to be Participants in this Plan and the eligible Participants to whom Awards shall be granted
hereunder and the time or times when any such Awards shall be granted to them;


 


(c)          to
grant Awards to Participants and determine the terms and conditions thereof, including the number of Shares subject to Awards and
the exercise or purchase price thereof and the circumstances under which Awards become exercisable or vested or are forfeited or
expire, which terms may but need not be conditioned upon the passage of time, continued employment or service with the Company
or an Affiliate, the satisfaction of performance goals or criteria, the occurrence of certain events, or other factors as may be
determined by the Committee;


 


(d)          to
amend the terms of an Award in any manner that is not inconsistent with the Plan; provided, however, that no such
action shall adversely affect the rights of a Participant with respect to an outstanding Award without the Participant's consent;


 


(e)          to
establish or verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance,
exercisability, vesting and/or ability to retain any Qualified Performance-Based Award or other Award granted under this Plan;


 


(f)          to
prescribe and amend the terms of the agreements or other documents evidencing Awards (“Award Agreements”) made
under this Plan (which need not be identical and the terms and conditions of which may vary as determined by the Committee or any
Subcommittee thereof);


 


(g)          to
determine whether, and the extent to which, adjustments are required pursuant to Section 10 of this Plan; and


 


(h)          to
make all other determinations deemed necessary or advisable for the administration of this Plan.


 


3.4           Effect
of Change in Status. The Committee shall have the discretion to determine the effect upon an Award and upon an individual’s
status as a Participant under the Plan (including whether a Participant shall be deemed to have experienced a termination of employment
or other change in status) and upon the vesting, expiration or forfeiture of an Award in the case of (i) any Participant who
is employed by an entity that ceases to be an Affiliate, (ii) any leave of absence approved by the Company or any Affiliate,
(iii) any change in the Participant’s status from an employee to a member of the Board or vice versa, and (iv) at
the request of the Company or an Affiliate, any employee who becomes employed by any partnership, joint venture, corporation or
other entity that does not meet the requirements to be an Affiliate for purposes of this Plan.


 




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3.5           Determinations
of the Committee. All decisions, determinations, interpretations and actions by the Committee regarding this Plan shall be
final, binding and conclusive on all Participants and any other persons claiming rights under the Plan or any Award. The Committee
shall consider such factors as it deems relevant to making such decisions, determinations and interpretations including, without
limitation, the recommendations or advice of any director, officer or employee of the Company and such attorneys, consultants and
accountants as it may select. The Committee's determinations under the Plan need not be uniform and may be made by the Committee
selectively among persons eligible to become Participants and Participants, whether or not such persons or Participants are similarly
situated. A Participant or other holder of an Award may contest a decision or action by the Committee with respect to such person
or Award only on the grounds that such decision or action was arbitrary or capricious or was unlawful, and any review of such decision
or action shall be limited to determining whether the Committee’s decision or action was arbitrary or capricious or was unlawful.


 


3.6           Limitation
on Liability. No member of the Committee or any Subcommittee shall be liable for any action or determination made in good faith
by the Committee or such Subcommittee with respect to the Plan or any Award hereunder. No employee of the Company and no member
of the Board or Committee or of any Subcommittee shall be subject to any liability with respect to duties under the Plan unless
the person acts fraudulently or in bad faith. To the extent permitted by law, the Company shall indemnify each member of the Board,
the Committee or any Subcommittee, and any employee of the Company, with duties under the Plan who was or is a party, or is threatened
to be made a party, to any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative,
by reason of such person’s conduct in the performance of duties under the Plan.


 


4.            SHARES
SUBJECT TO THE PLAN


 


4.1           Shares
Subject to the Plan.


 


(a)          Subject
to adjustment as to the number and kind of shares pursuant to Section 10.1 hereof, the total number of shares of Common Stock
may be issued under the Plan shall be (i) seven hundred fifty thousand one hundred seventy (750,170) Shares if 3,000,00 Shares
of the Company’s Common Stock are sold in the 2007 Private Offering or (ii) a number of Shares that is equal to fifteen
percent (15%) if the number of shares of the Company Common Stock outstanding immediately after completion of the Company’s
2007 Private Offering(rounded up to the nearest whole share), if more or less than 3,000,000 Shares of Common Stock are sold in
the 2007 Private Offering.


 


(b)          For
purposes of the foregoing limits on the maximum aggregate number of Shares that may be awarded or granted under this Plan, in the
event that (i) all or any portion of any Award granted or offered under this Plan can no longer under any circumstances be
exercised or purchased, or (ii) any Shares which had been the subject of an Award Agreement under this Plan are reacquired
or purchased by the Company, then, the Shares that were not exercised or purchased by a Participant or that were reacquired or
purchased by the Company (as the case may be) shall again be available for grant or issuance under this Plan. Shares which are
withheld in order to satisfy federal, state or local tax liability (to the extent permitted by the Committee) shall not count against
the above limits and shall again become available for grant or issuance under the Plan.


 


(c)          Notwithstanding
anything to the contrary contained in this Section 4.1, subject to Section 4.2 hereof and subject to adjustment as to
the number and kind of shares pursuant to Section 10.1 hereof, the maximum aggregate number of Shares authorized for issuance under
this Plan that may be issued pursuant to Stock Options intended to be Incentive Stock Options shall be 780,169 Shares.


 


4.2           Individual
Participant Limitations. Subject to adjustment as to the number and kind of shares pursuant to Section 10.1 hereof, the maximum
number of shares of Common Stock that may be the subject of Awards granted under this Plan, in the aggregate, to any one Participant
during any fiscal year period shall be 300,000 Shares. The foregoing limitations shall be applied on an aggregate basis taking
into account Awards granted to a Participant under this Plan as well as Awards of the same type granted to a Participant under
any other equity-based compensation plan of the Company or any Affiliate now in existence or that may be adopted at any time hereafter.


 


5.            PLAN
AWARDS


 


5.1           Award
Types. The Committee, on behalf of the Company, is authorized under this Plan to grant, award and enter into the following
arrangements or benefits under the Plan provided that their terms and conditions are not inconsistent with the provisions of the
Plan: Stock Options and Restricted Stock. Such arrangements and benefits are sometimes referred to herein as “Awards.”
The Committee, in its discretion, may determine that any Award granted hereunder shall be a Qualified Performance-Based Award (as
hereinabove defined). An Award may consist of one of the following types of Awards or two or more different types of Awards in
tandem or in the alternative.


 




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(a)          Stock
Options. A “Stock Option” is a right to purchase a number of Shares at such exercise price, at such times,
and on such other terms and conditions as are specified in or determined pursuant to Award Agreement evidencing the Award (the
“Option Agreement”). The Committee may grant Stock Options intended to be eligible to qualify as incentive stock
options pursuant to Section 422 of the Code (“Incentive Stock Options” or “ISOs”) and Stock
Options that are not intended to qualify as ISOs (“Non-qualified Stock Options”), as it, in its sole discretion,
shall determine.


 


(b)          Restricted
Stock Awards. A “Restricted Stock” Award is an award of shares of Common Stock, the grant, issuance, retention
and/or vesting of which is subject to such conditions as are expressed in the Award Agreement the Restricted Stock Award (the “Restricted
Stock Agreement”).


 


5.2           Evidence
of the Grant of an Award. The grant of an Award by the Committee under this Plan may be evidenced by a notice, document or
other communication, in written or electronic form, as shall be approved by the Committee, subject to any requirements of law or
of any rules or regulations (including accounting rules) applicable to the grant of Awards.


 


5.3           Suspension
or Termination of Awards.


 


(a)          General.
The Committee may specify in any Award Agreement at the time of the Award that the Participant's rights and benefits with respect
to an Award shall be subject to reduction, cancellation, forfeiture or recoupment, or that the vesting of any Award shall be subject
to suspension or termination, upon the occurrence of any event or events that are specified in such Award Agreement, in addition
to any otherwise applicable vesting or performance conditions of the Award. Such events may include, but shall not be limited to,
termination of Service for cause or any act of misconduct (as such terms are defined in the Participant’s Award Agreement),
or other conduct by the Participant that is detrimental to the business or reputation of the Company.


 


(b)          Termination
for Cause. Without limiting the generality of Section 5.3(a) above, unless otherwise provided by the Committee and set
forth in an Award Agreement, if a Participant's employment or service relationship with the Company or any Affiliate shall be terminated
for cause, as the same may be defined in the Award Agreement of a Participant (or by reference to a definition of cause that is
included in any employment Agreement between the Company or any of its Subsidiaries and the Participant), the Company may, in its
sole discretion, immediately terminate such Participant's right to any further payments, vesting or exercisability with respect
to any Award in its entirety. The Company shall have the power to determine whether the Participant has been terminated for cause
and the date upon which such termination for cause occurred. Any such determination shall be final, conclusive and binding upon
the Participant; provided, however, that for any Participant who is an “executive officer” as defined
by or pursuant to Section 16 of the Exchange Act, or an Outside Director, such determination shall be subject to the approval
of the Board. In addition, if the Company shall reasonably determine that a Participant has committed or may have committed any
act which could constitute the basis for a termination of such Participant's employment or service relationship for cause (as defined
in the Participant’s employment or service agreement with the Company or any Award Agreement of the Participant, as the case
may be), the Company may suspend the Participant's rights to exercise any Option, or receive any payment or vest in any right with
respect to any Award pending a determination by the Company of whether an act has been committed which could constitute the basis
for a termination for “cause” as provided in this Section 5.3.


 


5.4           Withholding.
The Committee may and/or a Participant shall make arrangements acceptable to the Company for the satisfaction of any withholding
tax obligations that arise under applicable federal, state, local or foreign law with respect to any Stock Option or Restricted
Stock or any sale of Shares acquired pursuant to any such Award. The Company shall not be required to issue any Shares or to recognize
the disposition of any such Shares until such obligations are satisfied. To the extent permitted or required by the Committee,
these obligations may or shall be satisfied by having the Company withhold a portion of the Shares that otherwise would be issued
or a portion of the payment that would otherwise be paid to a Participant under such Award or by the Participant’s tender
of Shares previously acquired by the Participant.


 




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5.5           Repricing
Prohibited. Subject to the anti-dilution adjustment provisions contained in Section 10.1 hereof, evidenced by a majority
of the votes cast, neither the Committee nor the Board shall cause or permit the cancellation, substitution or amendment of any
Stock Option that would have the effect of reducing the exercise price of or the price at which such Stock Option was granted under
the Plan, or otherwise approve any modification to such Stock Option that would be treated as a “repricing” under the
then applicable rules, regulations or listing requirements adopted by NASDAQ Stock Market or the principal exchange on which the
Company’s Shares are listed for trading (if other than the NASDAQ Stock Market), unless and until such action is submitted
to the shareholders for their prior approval and is approved by the affirmative vote of the holders of a majority of the shares
of the Company that are entitled to vote, and that are voted on, the proposal to approve such action.


 


6.            STOCK
OPTIONS


 


6.1           Grant,
Terms and Conditions of Stock Options. Subject to the limitations set forth in Section 6.6 applicable to ISOs. the Committee
may grant Stock Options at any time and from time to time prior to the Termination Date of this Plan, as set forth in Section 12
below, to any executive officer or employee and any Outside Director, and any other person who may provide services, as an independent
contractor, to the Company or any of its Subsidiaries, that also is, at the time of grant, an “Accredited Investor”
as such term is defined in Rule 501 under the Securities Act of 1933, as amended (an “Accredited Investor”). No Participant
shall have any rights as a stockholder with respect to any Shares subject to Stock Options awarded under this Plan until those
Shares have been issued by the Company. The terms and conditions governing and the respective rights and obligations of the Participant
and the Company with respect to each Stock Option shall be evidenced only by a Stock Option Agreement (in written or electronic
form) as may be approved by the Committee containing such terms and conditions, not in conflict with the express terms of this
Plan, as are determined by the Committee. Subject to the provisions of Section 6.6 hereof and Section 422 of the Code,
each Stock Option shall be designated, in the discretion of the Committee, as an Incentive Stock Option or as a Nonqualified Stock
Option. Stock Options granted pursuant to this Plan need not be identical, but each must contain or be subject to the terms and
conditions set forth hereinafter in this Section 6.


 


6.2           Exercise
Price. The exercise price per share of a Stock Option shall not be less than one hundred percent (100%) of the Market Value
of a Share of Common Stock on the date of grant, provided that the Committee may in its discretion specify for any Stock Option
an exercise price per Share that is higher than such Market Value.


 


6.3           Vesting
of Stock Options. The Committee shall, in its discretion, prescribe the time or times at which, and the conditions upon which,
a Stock Option, or portion thereof, shall become vested and/or exercisable, and may accelerate the vesting or exercisability of
any Stock Option at any time. The requirements for vesting and exercisability of a Stock Option may be based on the continued service
of the Participant with the Company or any of its Affiliates for a specified time period or periods, or on the attainment of specified
performance goals relating to Performance Criteria or the satisfaction of any other conditions that may be established by the Committee
in its discretion.


 


6.4           Term
of Stock Options. The Committee shall, in its discretion, prescribe in each Stock Option Agreement the period during which
a vested Stock Option may be exercised, provided that the maximum term of a Stock Option shall not exceed ten (10) years from
its date of grant. Except as otherwise provided in this Section 6 or as may be provided otherwise by the Committee in the
Stock Option Agreement, no Stock Option may be exercised at any time during the term thereof unless the Participant is then an
employee or director of the Company or one of its Affiliates.


 


6.5           Stock
Option Exercise. Subject to such terms and conditions as shall be specified in any Stock Option Agreement, a vested Stock Option
may be exercised in whole or in part at any time during the term thereof by delivery of a written or transmission of an electronic
notice in the form required by the Company, together with payment of the aggregate exercise price therefor and applicable withholding
taxes. The exercise price of a Stock Option shall be paid in cash or in such other form of consideration as shall be approved by
the Committee, as expressly set forth in the Stock Option Agreement, and may include, without limitation, by (i) delivery
of already owned Shares that have been held by the Participant for at least six months (or such period as the Committee may deem
appropriate, for accounting purposes or otherwise), valued at the Market Value of such Shares on the date of exercise; withholding
(either actually or by attestation) of Shares otherwise issuable under such Stock Option; (ii) delivery of a full recourse
promissory note in a principal amount equal to the exercise price that is being paid thereby and containing such terms and conditions
as shall be approved by the Committee, if permitted by the Committee and applicable law; (iii) payment under a broker-assisted
sale and remittance program acceptable to the Committee; if the Company’s shares are then admitted to trading on a stock
market or exchange or automated dealer quotation system and payment in such manner is permitted by the Committee and applicable
law; (iv) a combination of the methods described above; or (v) such other lawful method or means as may be approved by
the Committee.


 




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6.6           Additional
Rules for ISOs.


 


(a)          Eligibility.
An ISO may only be granted to a Participant who is considered an employee for purposes of Treasury Regulation § 1.421-7(h)
with respect to the Company or any Affiliate that qualifies as a “Subsidiary” with respect to the Company for purposes
of Section 424(f) of the Code.


 


(b)          Annual
Limits. No ISO shall be granted to a Participant as a result of which the aggregate Fair Market Value (determined as of the
Date of Grant) of the shares of Common Stock with respect to which ISOs under Section 422 of the Code are exercisable for
the first time in any calendar year under the Plan and any other stock option or stock incentive plans of the Company or any Affiliate,
would exceed $100,000, determined in accordance with Section 422(d) of the Code. This limitation shall be applied by taking
ISOs into account in the order in which they were granted.


 


(c)          Exercise
Price and Term. If an ISO is granted to any 10% Stockholder, the exercise price may not be less than 110% of the Market Value
of a Share of Common Stock on the date of grant and the term of the ISO may not exceed 5 years.


 


(d)          Termination
of Employment. An Award of an ISO may provide that such Stock Option may be exercised not later than three (3) months
following termination of employment of the Participant with the Company and all Subsidiaries, or not later than one year following
a permanent and total disability within the meaning of Section 22(e)(3) of the Code, as and to the extent determined by the
Committee to comply with the requirements of Section 422 of the Code.


 


(e)          Nontransferability.
An ISO shall by its terms be nontransferable other than by will or by the laws of descent and distribution, and shall be exercisable
during the lifetime of a Participant only by such Participant.


 


(f)          Other
Terms and Conditions. Any ISO granted hereunder shall contain such additional terms and conditions, not inconsistent with the
terms of the Plan, as are deemed necessary or desirable by the Committee, which terms, together with the terms of the Plan, shall
be intended and interpreted to cause such ISO to qualify as an “incentive stock option” under Section 422 of the
Code. A Stock Option Agreement for an ISO may provide that it shall be treated as a Nonqualified Stock Option to the extent that
any of the requirements applicable to “incentive stock options” under the Code shall not be satisfied.


 


(g)          Disqualifying
Dispositions. If Shares acquired by exercise of an ISO are disposed of within two years following the date of its grant or
one year following the issuance of such shares to the Participant upon exercise, the Participant shall, promptly following such
disposition, notify the Company in writing of the date and terms of such disposition and provide such other information regarding
the disposition as the Company may reasonably require.


 


7.            RESTRICTED
STOCK AWARDS


 


7.1           Grant,
Terms and Conditions of Restricted Stock. The Committee may grant Restricted Stock at any time and from time to time prior
to the termination of the Plan to any executive officer or employee, any Outside Director, and any other person who may provide
services, as an independent contractor, to the Company or any of its Subsidiaries, that also is, at the time of grant, an “Accredited
Investor” (as that term is defined in Section 6.1 of this Plan). A Participant shall have rights as a stockholder with respect
to any Shares subject to a Restricted Stock Award hereunder only to the extent specified in this Plan or the Restricted Stock Agreement
(as the case may be) evidencing such Award. The grant by the Committee of Restricted Stock shall be evidenced by such written or
electronic notices or communications in such form as may be approved by the Committee. Awards of Restricted Stock granted pursuant
to the Plan need not be identical but each must contain or be subject to the following terms and conditions:


 




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(a)          Terms
and Conditions. Each Restricted Stock Agreement shall contain provisions regarding (i) the number of Shares subject to
such Award or a formula for determining such, (ii) the purchase price (if any) of those Shares, and the methods by which payment
of any purchase price may be made, (iii) the satisfaction or achievement of conditions, including but not limited to, but
subject to Section 8.1(c) below, any period of service or achievement of performance goals that shall determine the number
of Shares that are granted, issued, retainable and/or vested, (iv) such terms and conditions on the grant, issuance, vesting
and/or forfeiture of the Shares subject to such Award as may be determined from time to time by the Committee, (v) restrictions
on the transferability of the Shares, and (vi) such additional terms and conditions, all as may be determined by the Committee,
in each case not inconsistent with this Plan.


 


(b)          Purchase
Price. Subject to the requirements of applicable law, the Committee shall determine the price, if any, at which Shares of Restricted
Stock may be purchased by or awarded to a Participant, which may vary from time to time and among Participants and which may be
below the Market Value of such Shares at the date of grant or issuance.


 


(c)          Vesting.
Except as may otherwise be provided in Section 10.2 of the Plan:


 


(i)          Vesting
Based on Continuous Service. A Restricted Stock Award may provide that the Award shall vest (or that the restrictions to which
the Award is subject may lapse) in one or more installments based on the period of time that the Participant remains in the Continuous
Service of the Company or an Affiliate.


 


(ii)         Performance-Based
Vesting. A Restricted Stock Award may provide that the Award shall vest (or that the restrictions to which the Award is subject
may lapse) on the achievement, in whole or in part, of performance goals with respect to specified Performance Criteria (a “Performance-Based
Award”), in which event the minimum vesting period of such an Award shall be no less than one (1) year from its
grant date.


 


(iii)        Effect
of Termination of Continuous Service or Failure to Achieve Performance Goals. A Restricted Stock Award shall provide, in the
case of a Time-Based Award, that if the Participant’s Continuous Service terminates prior to the time that the Restricted
Stock Award has become fully vested, or, in the case of a performance-based Award, if any performance goal required to be achieved
as a condition of vesting is not fully achieved, then, the shares of Common Stock subject to that Award that fail to vest as a
result thereof may, at the Company’s election, be repurchased, in whole or in part, by the Company at a repurchase price
set forth in the applicable Award Agreement, but not less than the purchase price paid by the Participant, provided, however,
that if the Participant was not required to pay any purchase price for the Restricted Stock Award, then, the Award Agreement may
provide that, upon a failure of the vesting requirement or requirements to be satisfied, the unvested shares of Restricted Stock
shall be cancelled or transferred to the Company, without the payment by the Company of any purchase price therefor.


 


(d)          Restrictions
on Transferability. Shares granted under any Restricted Stock Award shall be subject to transfer restrictions that prohibit
the sale or other transfer, the assignment, pledge or encumbrance of any of the Shares until all applicable restrictions are removed
or have expired and any applicable conditions have been satisfied as provided in the Award Agreement, unless otherwise allowed
by the Committee. The Committee may provide, in any Award Agreement for the grant of any Restricted Stock, that the certificates
representing the Shares awarded thereby (i) bear a legend making appropriate reference to the transfer restrictions imposed
on the Shares, and/or (ii) shall remain in the physical custody of the Company or an escrow holder approved by the Committee
until all restrictions are removed or have expired or the Restricted Stock has become vested.


 


8.            QUALIFIED
PERFORMANCE-BASED AWARDS


 


8.1           The
Committee may qualify Awards that are granted under this Plan as Qualified Performance-Based Awards. If the Committee, in its discretion,
decides to grant a Qualified Performance-Based Award to a Participant, the provisions of this Section 8 shall control over
any contrary provision contained in this Plan and the Award Agreement shall contain such terms, provisions, conditions and restrictions
as may be necessary to comply with the Qualified Performance-Based Compensation requirements of Section 162(m) of the Code;
provided, however, nothing herein shall preclude the Committee, in its discretion, from granting Awards under this
Plan that are based on Performance Criteria or performance goals that do not satisfy the requirements of this Section 9.


 




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8.2           Performance
Criteria.


 


(a)          For
purposes of this Plan, the term “Performance Criteria” shall mean any one or more of the following performance
criteria, either individually, alternatively or in any combination, applied to the Company or any Affiliate as a whole or to any
business unit of the Company or any Affiliate, either individually, alternatively or in any combination, and measured either annually
or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’
results or to a designated comparison group, in each case as specified by the Committee in the Award: (i) growth in interest
income or net interest income or improvements in net interest margin; (ii) reductions in the loan losses or the provisions
made therefor; (iii) increases in deposits or in core deposits; (iv) operating income or net operating income, (v) earnings
before interest, taxes and amortization, (vi) non-interest or fee income; (vii) cost containment or reductions in noninterest
expense; (viii) income or net income; (ix) cash flow, (x) earnings per share, (xi) return on equity or capital,
(xii) total stockholder return, (xiii) return on assets or average assets; (xiv) share price performance, (xv) tangible
book value; (xvi) regulatory capital ratios, (xvii) market segment share, (viii) comparisons of selected Company
performance metrics, such as return on average assets or on capital or equity to the comparable metrics of a selected peer group
of companies or stock index, (xix) customer satisfaction; or (xx) individualized business objectives.


 


(b)          The
Committee may appropriately adjust any evaluation of performance under any Performance Criteria to exclude any of the following
events that may occur during a performance period: (i) asset write-downs, (ii) litigation or claim judgments or settlements,
(iii) the effect of changes in or provisions under tax law, accounting principles or other such laws or provisions affecting
reported results, (iv) accruals for reorganization and restructuring programs and (v) any extraordinary non-recurring
items as described in Accounting Principles Board Opinion No. 30 (as amended) and/or in management’s discussion and
analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the
applicable year. Notwithstanding satisfaction of any completion of any Performance Criteria, to the extent specified at the time
of grant of an Award, the number of Shares or Stock Options or shares of Restricted Stock or other benefits granted, issued, retainable
and/or vested under an Award on account of satisfaction of such Performance Criteria may be reduced by the Committee on the basis
of such further considerations as the Committee in its sole discretion shall determine.


 


9.            OTHER
PROVISIONS APPLICABLE TO AWARDS


 


9.1           Transferability.


 


(a)          No
Award granted under this Plan, nor any interest in such Award, may be sold, assigned, conveyed, gifted, pledged, hypothecated or
otherwise transferred in any manner, other than by will or the laws of descent and distribution or pursuant to a domestic relations
order in settlement of marital property rights. Notwithstanding the foregoing, the Committee may grant an Award or amend an outstanding
Award to provide that the Award is transferable or assignable in the case of a transfer without the payment of any consideration,
to any “family member” as such term is defined in Section 1(a)(5) of the General Instructions to Form S-8 under
the Securities Act, and in any transfer described in clause (ii) of Section 1(a)(5) of the General Instructions to Form
S-8 under the Securities Act, provided that following any such transfer or assignment the Award will remain subject to substantially
the same terms applicable to the Award while held by the Participant to whom it was granted, as modified as the Committee shall
determine appropriate, and as a condition to such transfer the transferee shall execute an agreement agreeing to be bound by such
terms. Notwithstanding the foregoing, however, an ISO may be transferred or assigned only to the extent consistent with Section 422
of the Code and in no event shall any Permitted Transferee of any Participant be entitled to transfer the Award in whole or in
part. Any purported assignment, transfer or encumbrance that does not qualify under this Section 10.1 shall be void and unenforceable
against the Company.


 


(b)          Notwithstanding
any provisions in this Plan to the contrary, the Committee may provide in the terms of an Award Agreement that the Participant
shall have the right to designate a beneficiary or beneficiaries who shall be entitled to any rights, payments or other benefits
specified under an Award following the Participant's death. During the lifetime of a Participant, an Award shall be exercised only
by such Participant or such Participant's guardian or legal representative. In the event of a Participant's death, an Award may,
to the extent permitted by the Award Agreement, be exercised by the Participant's beneficiary as designated by the Participant
in the manner prescribed by the Committee or, in the absence of an authorized beneficiary designation, by the legatee of such Award
under the Participant's will or by the Participant's estate in accordance with the Participant's will or the laws of descent and
distribution, in each case in the same manner and to the same extent that such Award was exercisable by the Participant on the
date of the Participant's death.


 




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9.2           Dividends.
Unless otherwise provided by the Committee, no adjustment shall be made in Shares issuable under Awards on account of cash dividends
that may be paid or other rights that may be issued to the holders of Shares prior to their issuance under any Award. The Committee
shall specify whether dividends or dividend equivalent amounts shall be paid to any Participant with respect to the Shares subject
to any Award that have not vested or been issued or that are subject to any restrictions or conditions on the record date for dividends.


 


9.3           Documents
Evidencing Awards. The Committee shall, subject to applicable law, determine the date an Award is deemed to be granted. The
Committee or, except to the extent prohibited under applicable law, its delegate(s), may establish the terms of agreements or other
documents evidencing Awards under this Plan and may, but need not, require as a condition to the effectiveness of any such agreement
or document that it shall be executed by the Participant, including by electronic signature or other electronic indication of acceptance,
and that such Participant agree to such further terms and conditions as specified in such agreement or document. The grant of an
Award under this Plan shall not confer any rights upon the Participant holding such Award other than such terms, and subject to
such conditions, as are specified in this Plan as being applicable to such type of Award (or to all Awards) or as are expressly
set forth in the agreement or other document evidencing such Award.


 


9.4           Additional
Restrictions on Awards. Either at the time an Award is granted or by subsequent action, the Committee may, but need not, impose
such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant
or other subsequent transfers by a Participant of any shares of Common Stock issued under an Award, including without limitation
(a) restrictions under applicable laws or government regulations, including, without limitation, the Securities Act of 1933
and any applicable state securities laws, (b) any insider trading policy that may be adopted by the Board, (c) restrictions
designed to delay and/or coordinate the timing and manner of sales by the Participant or Participants, and (d) restrictions
as to the use of a specified brokerage firm for receipt, resales or other transfers of such Shares.


 


9.5           Affiliate
Awards. In the case of a grant of an Award to any Participant who is an employee or director of an Affiliate, such grant may,
if the Committee so directs, be implemented by the Company’s issuance of any Shares subject to such Award to the Affiliate,
for such lawful consideration as the Committee may determine, upon the condition or understanding that the Affiliate will transfer
those Shares to the Participant in accordance with the terms of the Award specified by the Committee pursuant to the provisions
of the Plan. Notwithstanding any other provision hereof, such Award may be issued by and in the name of the Affiliate and shall
be deemed granted on such date as the Committee shall determine.


 


10.6         Awards
subject to Code Section 409A. Any Award that constitutes, or provides for, a deferral of compensation and that is subject
to Section 409A of the Code shall satisfy the requirements of Section 409A of the Code, to the extent applicable as determined
by the Committee. The Award Agreement with respect to any such Award shall incorporate the terms and conditions required by Section 409A
of the Code. If any deferral of compensation is to be permitted in connection with any Award, the Committee shall establish rules
and procedures relating to such deferral in a manner intended to comply with the requirements of Section 409A of the Code,
including, without limitation, the time when an election to defer may be made, the time period of the deferral and the events that
would result in payment of the deferred amount, the interest or other earnings attributable to the deferral and the method of funding,
if any, attributable to the deferred amount.


 


10.           CHANGES
IN CAPITAL STRUCTURE AND CHANGES OF CONTROL


 


10.1         Adjustments
For Changes in Capital Structure. In order to preserve, as nearly as practical, but not to increase, the benefits to Participants
under this Plan, if there shall occur any change with respect to the outstanding shares of Common Stock by reason of any recapitalization,
reclassification, stock dividend, extraordinary dividend, stock split, reverse stock split or other distribution with respect to
the shares of Common Stock, or any merger, reorganization, consolidation, combination, spin-off or other similar corporate change
that does not constitute a Change of Control, or any other change affecting the Common Stock, the Committee shall cause an adjustment
to be made in (i) the maximum number and kind of shares provided in Section 4.1 and Section 4.2 hereof, (ii) the
number and kind of shares of Common Stock, units, or other rights subject to then outstanding Awards, (iii) the exercise or
base price for each share or unit or other right subject to then outstanding Awards, and (iv) any other terms of an Award
that are affected by the event. Notwithstanding the foregoing, in the case of Incentive Stock Options, any such adjustments shall,
to the extent practicable, be made in a manner consistent with the requirements of Section 424(a) of the Code and any adjustment
affecting an Award intended as Performance-Based Compensation shall be made consistent with the requirements of Section 162(m)
of the Code.


 




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10.2         Change
of Control Transactions. In order to preserve, as nearly as practical, but not to increase, the benefits to Participants under
this Plan in the event of a Change of Control of the Company:


 


(a)          The
Committee shall have the discretion to provide, in each Award Agreement, such terms and conditions as it deems appropriate with
respect to (i) the vesting of such Award in the event of a Change of Control, and (ii) the assumption of such Award or
the exchange therefor of comparable securities under another incentive program in the event of a Change of Control. In addition,
the aforementioned terms and conditions may vary from Award Agreement to Award Agreement as the Committee deems appropriate.


 


(b)          Whether
or not the terms of an outstanding Option Agreement provide for acceleration of vesting in the event of a Change of Control, or
to the extent that an Option is vested and not yet exercised, the Committee in its discretion may provide, in connection with the
Change of Control transaction, for the purchase or exchange of each Option for an amount of cash or other property having a value
equal to the difference (or “spread”) between: (x) the value of the cash or other property that the Participant
would have received pursuant to the Change of Control transaction in exchange for the shares issuable upon exercise of the Option
had the Option been exercised immediately prior to the Change of Control, and (y) the Exercise Price of the Option.


 


(c)          Notwithstanding
anything to the contrary that may be contained elsewhere in this Section 10.2, the Committee shall have the power and authority,
in its sole discretion, to accelerate the vesting of any or all of the Options and/or the lapse of the restrictions on any or all
of the Restricted Stock, even if the surviving entity in a Change of Control transaction agrees to assume the Options or issue
Substitute Options or Restricted Stock or new equity incentives for the then outstanding Options or Restricted Stock. Additionally,
the terms and conditions relating to the vesting of Options and the lapse of restrictions on Restricted Stock in the event of the
consummation of a Change of Control may vary from Award Agreement to Award Agreement, as the Committee, in its discretion, deems
appropriate.


 


(d)          Outstanding
Options shall terminate and cease to be exercisable upon consummation of a Change of Control, except to the extent that, with the
consent of the Company, the Options are assumed by the successor entity (or parent thereof) pursuant to the terms of the Change
of Control transaction.


 


(e)          If
the Company enters into a definitive agreement that provides for the consummation of a Change of Control, the Committee shall cause
written notice of such proposed Change of Control transaction to be given to Participants not less than fifteen (15) days
prior to the anticipated effective date of the proposed Change of Control transaction; provided, however, that any
delay in giving or any failure to give such notice shall not affect the validity of nor shall it entitle any Participant to obtain
a delay or postponement in the consummation of the Change of Control transaction.


 


(f)          Notwithstanding
anything to the contrary that may be contained elsewhere in this Section 10.2 or elsewhere in this Plan, if pursuant to any
of the above provisions of this Section 10.2, an acceleration of the vesting of any Options or the lapse of restrictions on
any Restricted Stock occurs or is deemed to have occurred immediately prior to the consummation of a Change of Control, but the
Change of Control transaction is terminated or abandoned, for any reason whatsoever, before consummation thereof, then such acceleration
of vesting and lapse of restrictions shall be deemed to have not occurred and the vesting schedule for the Options and the schedule
for lapse of restrictions on Restricted Stock, as in effect prior to such acceleration, shall be reinstated to the same extent
as if no definitive agreement providing for such Change of Control Transaction had ever been entered into by the Company.


 




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10.3         Company
or Stockholder Actions Affecting the Capital Structure of the Company. Notwithstanding anything to the contrary that may be
contained elsewhere in this Plan, the existence of outstanding Awards shall not affect in any way the right or power of the Company
or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations, exchanges, or other changes
in the Company’s capital structure or its business, or any merger or consolidation of the Company or any issuance of shares
of Common Stock or other securities or subscription rights thereto, or any issuance of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Common Stock or other securities of the Company or the rights thereof, or the dissolution or liquidation
of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise. Further, except as expressly provided herein or as may be provided by the Committee,
(i) the issuance by the Company of shares of stock, or any class of securities convertible into shares of stock, of any class,
for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares or other securities, (ii) the payment of a
dividend in cash or property other than Shares, or (iii) the occurrence of any similar transaction, and in any case whether
or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares
of Common Stock that are subject to Stock Options or other Awards theretofore granted under this Plan or the purchase price per
share of such Common Stock, unless the Committee shall determine, in its sole discretion, that an adjustment is necessary or appropriate.


 


11.           LISTING
OR QUALIFICATION OF COMMON STOCK


 


In the event that the
Committee determines in its discretion that the listing or qualification of the shares of Common Stock available for issuance under
the Plan on any securities exchange or quotation or trading system or under any applicable law or governmental regulation is necessary
as a condition to the issuance of such shares, then, a Stock Option may not be exercised in whole or in part and a Restricted Stock
Award shall not vest unless such listing, qualification, consent or approval has been unconditionally obtained. Notwithstanding
anything to the contrary that may be contained in this Section 11 or elsewhere in the Plan, nothing in the Plan, or otherwise,
shall obligate the Company to register the Company’s shares of Common Stock under the Exchange Act or qualify such shares
for listing or qualification on any securities exchange or quotation or trading system and the neither the Company nor any director
or officer thereof shall have any liability whatsoever to the recipients or holders of Awards granted pursuant to this Plan due
to the fact that the shares of Common Stock are not so registered or qualified.


 


12.           EFFECTIVE
DATE, AMENDMENT AND TERMINATION OF THE PLAN


 


12.1         Effective
Date. This Plan was approved by the Board of Directors and become effective on June 8, 2007; provided, however,
that no Options or Restricted Stock Awards shall be granted or made under the Plan unless the Plan is approved, within twelve (12)
months after the effective date of the Plan, by the affirmative vote of the holders of a majority of the shares of stock that are
entitled to vote and are voted on the proposal to approve this Plan or by written consent of the holders of a majority of the outstanding
shares. Such approval by the shareholders was obtained on June 8, 2007.


 


12.2         Amendments.
The Board may amend, alter or discontinue the Plan and, to the extent permitted by this Plan, the Board or the Committee may amend
any Award Agreement or other document evidencing an Award made under this Plan, provided, however, that the Company
shall submit for stockholder approval any amendment (other than an amendment pursuant to the adjustment provisions of Section 10)
required to be submitted for stockholder approval by NASDAQ or that otherwise would:


 


(a)          Increase
the maximum number of Shares for which Awards may be granted under this Plan;


 


(b)          Reduce
the price at which Stock Options may be granted below the price provided for in Section 6.2;


 


(c)          Reduce
the option price of outstanding Stock Options;


 


(d)          Extend
the term of this Plan;


 


(e)          Change
the class of persons eligible to be Participants; or


 


(f)          Increase
the limits in Section 4.


 


In addition, no such
amendment or alteration shall be made which would impair the rights of any Participant, without such Participant’s consent,
under any Award theretofore granted, provided, however, that no such consent shall be required with respect to any
amendment or alteration if the Committee determines in its sole discretion that such amendment or alteration either (i) is
required or advisable in order for the Company, the Plan or the Award to satisfy or conform to any law or regulation or to meet
the requirements of any accounting standard, or (ii) is not reasonably likely to significantly diminish the benefits provided
under such Award, or that any such diminishment has been adequately compensated.


 




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12.3         Termination
Date. This Plan shall remain available for the grant of Awards until May 31, 2017, which is within ten (10) years of the
date the Plan became effective, or such earlier date as the Board of Directors may determine (the “Termination Date”).
The termination of the Committee’s authority to grant Awards under the Plan will not affect the continued operation of the
terms of the Plan or the Company’s or Participants’ rights and obligations with respect to Awards granted on or prior
to such Termination Date, which Awards shall continue in effect beyond the Termination Date in accordance with their terms and
the terms and provisions of this Plan.


 


13.           GENERAL
PROVISIONS


 


13.1         Employment
or Service. This Plan is strictly a voluntary undertaking on the part of the Company and shall not be deemed to constitute
a contract between the Company and any Participant or to be consideration for, or an inducement to, or a condition of, the employment
or engagement of any Participant by the Company. Nothing in the Plan, in the grant of any Award or in any Award Agreement shall
confer upon any Participant any right to continue in the employment or service of the Company or any of its Affiliates, or interfere
in any way with the right of the Company or any of its Affiliates at any time to terminate the Participant's employment or other
service relationship with the Company or any Affiliate for any reason or no reason.


 


13.2         Securities
Laws. No shares of Common Stock will be issued or transferred pursuant to an Award unless and until all then applicable requirements
imposed by Federal and state securities and other laws, rules and regulations and by any regulatory agencies having jurisdiction,
and by any exchanges upon which the shares of Common Stock may be listed, have been fully met. As a condition precedent to the
issuance of shares pursuant to the grant or exercise of an Award, the Company may require the Participant to take any reasonable
action to meet such requirements. The Committee may impose such conditions on any shares of Common Stock issuable under the Plan
as it may deem advisable, including, without limitation, restrictions under the Securities Act, under the requirements of any exchange
upon which such shares of the same class are then listed, and under any blue sky or other securities laws applicable to such shares.
The Committee may also require the Participant to represent and warrant at the time of issuance or transfer that the shares of
Common Stock are being acquired only for investment purposes and without any current intention to sell or distribute such shares.


 


13.3         Unfunded
Plan. The adoption of the Plan and any reservation of shares of Common Stock by the Company to discharge its obligations hereunder
shall not be deemed to create a trust or other funded arrangement nor shall the Company or the Committee be deemed to be a trustee
of stock awarded under the Plan. Although bookkeeping accounts may be established with respect to Participants who are granted
Awards under this Plan, any such accounts will be used merely as a bookkeeping convenience. The Company shall not be required to
segregate any assets which may at any time be represented by Awards, nor shall this Plan be construed as providing for such segregation
and, except upon the issuance of Common Stock pursuant to an Award, any rights of a Participant under the Plan shall be those of
a general unsecured creditor of the Company, and neither a Participant nor the Participant's Permitted Transferees or estate shall
have any other interest in any assets of the Company by virtue of the Plan. Notwithstanding the foregoing, in order to discharge
its obligations under the Plan the Company shall have the right to implement or set aside funds in a grantor trust, subject to
the claims of the Company's creditors or otherwise.


 


13.4         Other
Compensation and Benefit Plans. Except as otherwise provided in Section 4.1 of this Plan, the adoption of the Plan shall
not affect any other share incentive or other compensation plans in effect for the Company or any Affiliate, nor shall the Plan
preclude the Company from establishing any other forms of Share or equity incentive or other compensation or benefit program for
employees of the Company or any Affiliate. The amount of any compensation deemed to be received by a Participant pursuant to an
Award hereunder shall not constitute includable compensation for purposes of determining the amount of benefits to which a Participant
is entitled under any other compensation or benefit plan or program of the Company or an Affiliate, including, without limitation,
under any pension or severance benefits plan, except to the extent specifically provided to the contrary elsewhere in this Plan
or by the terms of any other such plan.


 


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


 




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13.6         Plan
Binding on Transferees. The Plan shall be binding upon the Company, its transferees and assigns, and each Participant, and
each Participant's executor, administrator and Permitted Transferees and beneficiaries.


 


13.7         Foreign
Jurisdictions. The Committee may adopt, amend and terminate such arrangements and grant such Awards, not inconsistent with
the intent of the Plan, as it may deem necessary or desirable to comply with any tax, securities, regulatory or other laws of other
jurisdictions with respect to Awards that may be subject to such laws. The terms and conditions of such Awards may vary from the
terms and conditions that would otherwise be required by the Plan solely to the extent the Committee deems necessary for such purpose.
Moreover, the Board may approve such supplements to or amendments, restatements or alternative versions of the Plan, not inconsistent
with the intent of the Plan, as it may consider necessary or appropriate for such purposes, without thereby affecting the terms
of the Plan as in effect for any other purpose.


 


13.8         Substitute
Awards in Corporate Transactions. Nothing contained in the Plan shall be construed to limit the right of the Committee to grant
Awards under the Plan in connection with the acquisition, whether by purchase, merger, consolidation or other corporate transaction,
of the business or assets of any corporation or other entity. Without limiting the foregoing, the Committee may grant Awards under
the Plan to an employee or director of another corporation who becomes an Eligible Person by reason of any such corporate transaction
in substitution for awards previously granted by such corporation or entity to such person. The terms and conditions of the substitute
Awards may vary from the terms and conditions that would otherwise be required by the Plan solely to the extent the Committee deems
necessary for such purpose.


 


13.9         Governing
Law. This Plan and any agreements or other documents hereunder shall be interpreted and construed in accordance with the laws
of the State of California and applicable federal law. The Committee may provide that any dispute as to any Award shall be presented
and determined in such forum as the Committee may specify, including through binding arbitration. Any reference in this Plan or
in the agreement or other document evidencing any Award to a provision of law or to a rule or regulation shall be deemed to include
any successor law, rule or regulation of similar effect or applicability.


 


13.10         Severability.
If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any
jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and
all provisions shall remain enforceable in any other jurisdiction.


 


13.11         Headings
and References to this Plan. The Section, subsection and paragraph headings in this Plan are for convenience of reference only
and shall not affect the interpretation, construction or application of the provisions of this Plan. Unless the context indicates
otherwise, the terms “herein”, “hereof”, “hereinafter”, “hereto” and “hereunder”
and similar terms shall refer to this Plan as a whole and not to the specific Section, paragraph or clause where such term may
appear.


 




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