Exhibit 10.1


 


JERASH HOLDINGS
(US), INC.


2018 STOCK
INCENTIVE PLAN


 


Section 1

PURPOSES


 


The Jerash Holdings
(US), Inc. 2018 Stock Incentive Plan (the “Plan”) is established to (a) promote the long-term interests
of Jerash Holdings (US), Inc., a Delaware corporation (the “Company”) and its stockholders by strengthening
the ability of the Company and its subsidiaries to attract, motivate and retain employees, officers, and other persons who provide
valuable services to the Company and its subsidiaries, (b) encourage such persons to hold an equity interest in the Company,
and (c) enhance the mutuality of interest between such persons and stockholders in improving the value of the Company’s
common stock.


 


Section 2

DEFINITIONS


 


As used in the Plan,
the following terms will have the respective meanings set forth below, and other capitalized terms used in the Plan will have the
respective meanings given such capitalized terms in the Plan.


 


“Award”
means any Option, Restricted Stock, Restricted Stock Unit, dividend equivalent or other award granted under the Plan.


 


“Award Agreement”
means the written or electronic agreement setting forth the terms and provisions applicable to an Award granted under the Plan.


 


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


 


“Code”
means the Internal Revenue Code of 1986, as amended, and any reference in the Plan to any section of the Code shall be deemed
to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions to such
section, regulations or guidance.


 


“Common Stock”
means the Company’s common stock, par value $0.001 per share, or any other security into which the common stock shall
be changed pursuant to the adjustment provisions of Section 12.


 


“Consultant”
means any natural person who is engaged by the Company or any Subsidiary to render consulting or advisory services.


 


“Director”
means a member of the Board who is not an Employee.


 


“Employee”
means an officer or other employee of the Company or a Subsidiary, including a member of the Board who is an employee of the Company
or a Subsidiary.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and any reference in the Plan to any section of (or rule
promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under such
section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.


 






    	 	 	 



     


    

 


“Fair Market
Value” of shares of Common Stock as of any date means, (a) if the shares of Common Stock are listed or admitted to trading
on the New York Stock Exchange, NASDAQ Stock Market or other principal national securities exchange, the per share closing price
of the Common Stock as reported on the New York Stock Exchange, NASDAQ Stock Market or other principal national securities exchange,
as applicable, on that date, or if there were no reported prices on such date, on the last preceding date on which the prices were
reported, or (b) if the shares of Common Stock are not quoted on the New York Stock Exchange, NASDAQ Stock Market or other principal
national securities exchange, but the shares of Common Stock are reported on the over-the-counter market, the arithmetic mean of
the high and low prices as reported in the over-the-counter market on that date, or if there were no reported prices on such date,
on the last preceding date on which the prices were reported, and (c) if the shares of Common Stock are not quoted on the New York
Stock Exchange, NASDAQ Stock Market or other principal national securities exchange, and are not reported on the over-the-counter
market on that date, the Fair Market Value of the shares of Common Stock as determined by the Committee in its good faith judgment,
and in compliance with the requirements of Section 422 of the Code for Incentive Stock Options and Section 409A of the Code for
Nonqualified Stock Options. The Fair Market Value of any property other than Common Stock shall be the market value of such property
as determined by the Committee using such methods or procedures as it shall establish from time to time.


 


“Grant Date”
means the date on which the granting of an Award is authorized by the Committee, or such other date as may be specified in
such authorization.


 


“Option”
means an option to purchase shares of Common Stock granted under Section 7, and includes both Incentive Stock Options
and Nonqualified Stock Options.


 


“Participant”
means any Eligible Person to whom an Award is granted.


 


“Restricted
Stock” means an Award of shares of Common Stock granted under Section 8, the rights of ownership of which may be
subject to restrictions prescribed by the Committee.


 


“Restricted
Stock Unit” means an Award measured by shares of Common Stock that is granted under Section 8, the terms of which
are subject to restrictions prescribed by the Committee.


 


“Subsidiary”
means any corporation, limited liability company, partnership, joint venture or similar entity in which the Company owns, directly
or indirectly, an equity interest possessing more than 50% of the combined voting power of the total outstanding equity interests
of such entity.


 


“Substitute
Awards” shall mean Awards granted under the Plan in assumption of, or in substitution or exchange for, outstanding awards
previously granted by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.


 






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Section 3

ADMINISTRATION


 


3.1             
Administration of Plan.


 


(a)              
The Plan shall be administered by the Board or, if so directed by the Board, by a committee of the Board selected by the
Board (collectively, the “Committee”). At any time that any class of equity security of the Company is registered
under Section 12 of the Exchange Act or any similar state, local, or foreign law, the Plan will be administered by a committee
appointed by the Board consisting of two or more members of the Board, each of whom is a “Non-Employee Director” within
the meaning of Rule 16b-3 under the Exchange Act.


 


(b)              
Subject to applicable law, the Committee may delegate some or all of its power and authority hereunder to the Board or to
the Chief Executive Officer or other executive officer of the Company as the Committee deems appropriate; provided, however, that
the Committee may not delegate its power and authority with regard to the selection for participation in the Plan of an officer,
Director or other person subject to Section 16 of the Exchange Act or decisions concerning the timing, pricing or amount of an
Award to such an officer, Director or other person. All references in the Plan to the “Committee” shall be, as applicable,
to the Committee or any other committee or individual to whom the Board or the Committee has delegated authority to administer
the Plan.


 


3.2             
Administration and Interpretation by Committee.


 


(a)              
Except for the terms and conditions explicitly set forth in the Plan, the Committee shall have full power and exclusive
authority and discretion, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time
to time be adopted by the Board or the Committee, to: (i) select the Eligible Persons to whom Awards may from time to time
be granted under the Plan; (ii) determine the type or types of Award to be granted to each Eligible Person under the Plan;
(iii) determine the number of shares of Common Stock to be covered by each Award granted under the Plan; (iv) determine
the terms and conditions of any Award granted under the Plan; (v) approve the forms of Award Agreements for use under the
Plan; (vi) determine whether, to what extent and under what circumstances Awards may be settled in cash, shares of Common
Stock or other property or canceled or suspended; (vii) determine whether, to what extent and under what circumstances cash,
shares of Common Stock, other property and other amounts payable with respect to an Award shall be deferred either automatically
or at the election of the Participant; (viii) interpret and administer the Plan, any Award Agreements and any other instrument
or agreement entered into under the Plan; (ix) establish such rules and regulations and appoint such agents as it shall deem
appropriate in its sole discretion for the proper administration of the Plan; (x) reconcile any inconsistency, correct any
defect, and supply any omission in the Plan, or any Award or Award Agreement; (xi) make all factual and legal determinations
under the Plan, Awards, and Award Agreements; (xii) add provisions to an Award or Award Agreement, or vary the provisions
of an Award, to accommodate the laws of applicable foreign jurisdictions and provide Participants with favorable treatment under
these laws; and (xiii) make any other determination and take any other action that the Committee deems necessary or desirable
in its sole discretion for administration of the Plan. Decisions of the Committee shall be final, conclusive and binding on all
persons, including the Company, any Participant, any stockholder and any person eligible to receive an Award hereunder.


 






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(b)              
The Committee in its exclusive discretion may make non-uniform and selective determinations among Eligible Persons to receive
Awards, or who have received Awards, regardless of whether they are similarly situated. In furtherance of this Section 3.2(b)
and not in limitation thereof, the Committee in its exclusive discretion may enter into non-uniform and selective Award Agreements.
At any time after the shares of Common Stock or other security of the Company are listed on a national securities exchange, then
other than pursuant to Section 12, the Committee shall not without the approval of the Company’s stockholders (i) lower
the option price per share of Common Stock of an Option after it is granted, (ii) cancel an Option in exchange for cash or
another Award (other than in connection with Substitute Awards), and (iii) take any other action with respect to an Option
that would be treated as a repricing under U.S. generally applicable accounting standards.


 


3.3             
Limitation of Liability. No member of the Board or Committee, and no officer or
employee acting on behalf of the Board or Committee, will be personally liable for any act or omission in the Plan’s administration,
other than an act or omission due to that person’s gross negligence or intentional misconduct. No member of the Board or
Committee will be personally liable for any act or omission of any other member of the Board or Committee. Each member of the Board
or Committee, and each officer and employee acting on behalf of the Board or Committee, may rely upon information or advice provided
by the Company’s officers, accountants, actuaries, compensation consultants, and counsel. No member of the Board or a Committee,
and no officer or employee acting on behalf of the Board or a Committee, will be personally liable for any act or omission taken
in good faith reliance on the information or advice.


 


Section 4

STOCK SUBJECT TO PLAN


 


4.1             
Available Shares. Subject to adjustment from time to time as provided in Section 12,
the maximum aggregate number of shares of Common Stock available for issuance under the Plan shall be 1,484,250 shares. If an Award
entitles the holder thereof to receive or purchase shares of Common Stock, the number of shares covered by such Award or to which
such Award relates shall be counted against the maximum aggregate number of shares of Common Stock available for issuance under
the Plan on the Grant Date of such Award. If any shares of Common Stock subject to an Award are forfeited, expire or otherwise
terminate without issuance of such shares, or any Award is settled for cash or otherwise does not result in the issuance of all
or a portion of the shares of Common Stock subject to such Award, such shares of Common Stock shall, to the extent of such forfeiture,
expiration, termination, cash settlement or non-issuance, again be available for issuance under the Plan. 


 


4.2             
Incentive Stock Options Shares. Subject to adjustment from time to time as provided
in Section 12, the maximum aggregate number of shares of Common Stock available for issuance through Incentive Stock Options
shall be 1,484,250 shares.


 






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4.3             
Substitute Awards. The number of shares of Common Stock covered by a Substitute
Award or to which a Substitute Award relates shall not be counted against the maximum aggregate number of shares of Common Stock
available for issuance under the Plan.


 


4.4             
Source of Shares. Shares of Common Stock delivered by the Company or a Subsidiary,
as applicable, in settlement of Awards (including Substitute Awards) may be authorized and unissued shares of Common Stock, shares
of Common Stock held in the treasury of the Company, or a combination of the foregoing. 


 


Section 5

ELIGIBILITY


 


An Award may be granted
to any Employee, Consultant or Director whom the Committee from time to time selects, including prospective Employees conditioned
on their becoming Employees (each, an “Eligible Person”). Notwithstanding the foregoing, an Award of Incentive
Stock Options may only be granted to an Employee of the Company, or of a Subsidiary that is also a “subsidiary corporation”
of the Company within the meaning of Section 424(f) of the Code.


 


Section 6

AWARDS


 


6.1             
Grant of Awards. The Committee may from time to time grant Awards of Options, Restricted
Stock, Restricted Stock Units or other Awards under the Plan to one or more Eligible Persons. The Committee shall have the authority,
in its discretion, to determine the Eligible Persons to receive one or more Awards, the type or types of Awards to be granted under
the Plan, and the terms of any Awards granted, consistent with the terms of the Plan. Such Awards may be granted either alone or
in addition to any other type of Award. The provisions governing Awards need not be the same with respect to each Participant.


 


6.2             
Award Agreement. Awards granted under the Plan shall be evidenced by an Award Agreement
that shall contain such terms, conditions, limitations and restrictions as the Committee shall deem advisable and are not inconsistent
with the Plan or applicable law.


 


Section 7

OPTIONS


 


7.1             
Grant of Options. The Committee may grant Options. Subject to the provisions of
the Plan, an Option shall vest and be fully exercisable as may be determined by the Committee in its discretion and provided in
an applicable Award Agreement.


 


7.2             
Option Type. An Option granted may be either of a type that complies with the requirements
for “incentive stock options” in Section 422 of the Code (“Incentive Stock Option”) or of a type
that does not comply with such requirements (“Nonqualified Stock Option”). The aggregate Fair Market Value (determined
at the time that the Incentive Stock Option is granted) of the shares of Common Stock with respect to which Incentive Stock Options
are exercisable for the first time by any Participant during any calendar year under the Plan and under any other option plan of
the Company or a Subsidiary shall not exceed $100,000, and any Option granted in excess of this limitation shall be treated as
a Nonqualified Stock Option.


 






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7.3             
Option Exercise Price. Except as otherwise permissible under this Section 7.3,
the exercise price (“Exercise Price”) per share of Common Stock for each Option granted under the Plan shall
not be less than 100% of the Fair Market Value of such share of Common Stock, determined as of the Grant Date. In the case of an
individual who on the Grant Date owns (or is deemed to own pursuant to Section 424(d) of the Code) more than 10% of the voting
power of all classes of stock of the Company or any Subsidiary (a “Ten Percent Stockholder”), the Exercise Price
per share of Common Stock for an Incentive Stock Option shall not be less than 110% of the Fair Market Value of such share of Common
Stock on the Gant Date. An Option that is a Substitute Award may be granted with an Exercise Price lower than the Fair Market Value
of a share of Common Stock on the Grant Date if such Option is granted in a manner satisfying the provisions of Section 422 of
the Code in the case of a Substitute Award for an Option that is an Incentive Stock Option, or the provisions of Section 409A
of the Code in the case of a Substitute Award for an Option that is a Nonqualified Stock Option. 


 


7.4             
Option Term. Options granted under the Plan shall vest and become exercisable in
such manner and on such date or dates, and shall expire after such period, not to exceed 10 years, each as determined by the Committee
and set forth in the applicable Award Agreement; provided, however, the term of an Incentive Stock Option granted to a Ten Percent
Stockholder may not exceed five years.


 


7.5             
Exercise of Option. To the extent an Option has vested and become exercisable,
the Option may be exercised by the Participant in whole or in part from time to time by delivery to the Company or its designee
of a written or electronic notice of exercise, in accordance with the terms of the applicable Award Agreement and any procedures
established by the Committee for such exercise, accompanied by payment of the Exercise Price as described in Section 7.6, and payment
of any taxes required to be withheld as described in Section 10. An Option may be exercised only for whole shares. The Committee
may exclude one or more methods for exercising an Option in countries outside the United States.


 


7.6             
Payment of Exercise Price. The aggregate Exercise Price payable upon the exercise
of an Option shall be payable: (a) in cash, check or wire transfer; (b) to the extent permitted by the Committee, by tendering
(either actually or by attestation) shares of Common Stock already owned by the Participant; (c) by delivery of a properly executed
exercise notice directing the Company to withhold shares of Common Stock issuable pursuant to exercise of the Option with a fair
market value sufficient to pay the Exercise Price; (d) if the Common Stock is publicly traded on an established securities exchange
or trading system, then the Exercise Price may be paid, at the discretion of the Committee, by authorizing a third party to sell,
on behalf of the Participant, the appropriate number of shares of Common Stock otherwise issuable to the Participant upon the exercise
of the Option and to remit to the Company a sufficient portion of the sale proceeds to pay the Exercise Price for the shares of
Common Stock being acquired; or (e) by such other consideration as the Committee may permit in its sole discretion. The Committee
may exclude one or more methods for paying the Exercise Price of an Option in countries outside the United States.


 


7.7             
Post-Termination Exercises. The Committee shall establish and set forth in each
Award Agreement that evidences an Option whether the Option shall continue to be exercisable, and the terms and conditions of such
exercise, after a termination of employment or service, any of which provisions may be waived or modified by the Committee at any
time.


 



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Section 8

RESTRICTED STOCK AND RESTRICTED STOCK UNITS


 


8.1             
Grant of Restricted Stock and Restricted Stock Units. The Committee may grant Restricted
Stock and Restricted Stock Units on such terms and conditions and subject to such repurchase or forfeiture restrictions, if any
(which may be based on continuous employment with or service to the Company or a Subsidiary or the achievement of any performance
criteria), as the Committee shall determine in its sole discretion, which terms, conditions and restrictions shall be set forth
in the applicable Award Agreement.


 


8.2             
Issuance of Shares. Subject to applicable laws, upon the satisfaction of any terms,
conditions and restrictions prescribed with respect to Restricted Stock or Restricted Stock Units, or upon a Participant’s
release from any terms, conditions and restrictions of Restricted Stock or Restricted Stock Units, as determined by the Committee
in its sole discretion, and subject to the provisions of Section 10, (a) the shares of Common Stock covered by an Award
of Restricted Stock shall become freely transferable by the Participant, and (b) the Restricted Stock Units shall be paid in cash,
shares of Common Stock or a combination thereof, as the Committee shall determine in its sole discretion. Any fractional shares
subject to such Awards shall be paid to the Participant in cash.


 


8.3             
Dividends and Dividend Equivalents. Participants holding shares of Restricted Stock
or Restricted Stock Units may, if the Committee so determines, be credited with dividends paid with respect to the shares of Restricted
Stock, or dividend equivalents with respect to Restricted Stock Units, while they are so held in a manner determined by the Committee
in its sole discretion. The Committee may apply any restrictions to the dividends or dividend equivalents that the Committee deems
appropriate in its sole discretion. The Committee, in its sole discretion, may determine the form of payment of dividends or dividend
equivalents, including cash, shares of Common Stock, Restricted Stock or Restricted Stock Units.


 


8.4             
Waiver of Restrictions. Notwithstanding any other provisions of the Plan, the Committee,
in its sole discretion, may waive the repurchase or forfeiture period and any other terms, conditions or restrictions on any Restricted
Stock or Restricted Stock Unit under such circumstances and subject to such terms and conditions as the Committee shall deem appropriate
in its sole discretion, including upon the occurrence of a Participant’s death, disability or retirement, or upon a change
in control.


 


Section 9

OTHER AWARDS


 


In addition to the
Awards described in Section 7 and Section 8, and subject to the terms of the Plan, the Committee may grant other incentives
payable in cash or in shares of Common Stock under the Plan as it determines to be in the best interests of the Company and subject
to such other terms and conditions as it deems appropriate in its sole discretion. The Committee may exclude the use of one or
more other Awards in countries outside the United States.


 






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Section 10

WITHHOLDING


 


To the extent required
by applicable federal, state, local or foreign law, a Participant (or authorized transferee) shall make arrangements satisfactory
to the Company for the satisfaction of any withholding tax obligations that arise by reason of the grant, vesting, exercise or
payment of an Award. The Company shall not be required to issue shares of Common Stock or to recognize the disposition of such
shares until such obligations are satisfied. Subject to applicable law, the Company may: (a) deduct from any cash payment
made to a Participant under the Plan an amount that satisfies all or any portion of any withholding tax obligations; (b) require
the Participant through payroll withholding, cash payment, or otherwise to satisfy all or any portion of the withholding tax obligations;
(c) withhold a portion of the shares of Common Stock that otherwise would be issued to the Participant upon grant, vesting
or exercise of the Award by considering applicable minimum statutory withholding rates or other applicable withholding rates, including
maximum applicable rates; (d) to the extent permitted by the Committee in its sole discretion, allow the Participant to tender
shares of Common Stock previously acquired; (e) if the Common Stock is publicly traded on an established securities exchange
or trading system, at the discretion of the Committee, allow the Participant to authorize a third party to sell, on behalf of the
Participant, the appropriate number of shares of Common Stock otherwise issuable to the Participant upon the exercise of an Option
and to remit to the Company a sufficient portion of the sale proceeds to satisfy the withholding tax obligations, considering applicable
minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates; or (f) provide
for the satisfaction of any withholding tax obligation through any combination of the foregoing methods. The Committee may exclude
one or more methods for satisfying any tax withholding associated with the exercise of an Option in countries outside the United
States.


 


Section 11

ASSIGNABILITY


 


Unless provided otherwise
by the Committee, no Award or interest in an Award may be sold, assigned, pledged (as collateral for a loan or as security for
the performance of an obligation or for any other purpose) or transferred by the Participant or made subject to attachment or similar
proceedings otherwise than by will or by the applicable laws of descent and distribution, except to the extent a Participant designates
one or more beneficiaries on a Company-approved form who may exercise the Award or receive payment under the Award after the Participant’s
death. During a Participant’s lifetime, an Award may be exercised only by the Participant.


 


Section 12

ADJUSTMENTS


 


12.1         
Adjustment of Shares.


 


(a)              
In the event that the number of shares of Common Stock shall be increased or decreased through reorganization, reclassification,
recapitalization, combination of shares, stock splits, reverse stock splits, spin-offs, the payment of a stock dividend or extraordinary
cash dividend, or other distribution of the Common Stock for which no consideration is received by the Company or otherwise, then
each share of Common Stock which has been authorized for issuance under the Plan, whether such share is then currently subject
to or may become subject to an Award under the Plan, shall be adjusted as determined by the Committee in its exclusive discretion
to reflect such increase or decrease, unless the terms of the transaction provide otherwise. Outstanding Awards shall also be adjusted
as to price and other terms as determined by the Committee in its exclusive discretion to reflect the foregoing events.


 






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(b)              
In the event there shall be any other change in the number or kind of the outstanding shares of Common Stock, or any stock
or other securities into which such Common Stock shall have been changed, or for which it shall have been exchanged, whether by
reason of merger, consolidation or otherwise, then the Committee shall, in its sole discretion, determine the appropriate adjustment,
if any, to be effected. Notwithstanding anything to the contrary herein, any adjustment to Awards granted pursuant to the Plan
shall comply with the applicable requirements, provisions and restrictions of the Code and applicable law.


 


(c)              
No right to purchase fractional shares shall result from any adjustment in Awards pursuant to Section 12.1(a) or (b). In
case of any such adjustment, the shares subject to the Award shall be rounded down to the nearest whole share. Notice of any adjustment
shall be given by the Company to each Participant which shall have been so adjusted and such adjustment (whether or not notice
is given) shall be effective and binding for all purposes of the Plan.


 


12.2         
Limitations. The grant of Awards shall in no way affect the Company’s right
to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.


 


Section 13

AMENDMENT AND TERMINATION


 


13.1         
Amendment, Suspension or Termination of Plan. Subject to applicable law, the Board
may amend, suspend or terminate the Plan or any portion of the Plan at any time and in such respects as it shall deem advisable;
provided, however, that, to the extent required by applicable law, stockholder approval shall be required for any amendment to
the Plan. No amendment may be effective, without the approval of the stockholders of the Company, if approval of such amendment
is required in order that transactions in Company securities under the Plan be exempt from the operation of Section 16 of the Exchange
Act or if such amendment, with respect to the issuance of Incentive Stock Options, either: (a) materially increases the number
of shares of Common Stock which may be issued under the Plan, except as provided for in Section 12; or (b) materially modifies
the requirements as to eligibility for participation in the Plan (unless designed to comport with applicable law). The amendment,
suspension or termination of the Plan or a portion thereof or the amendment of an outstanding Award shall not, without the Participant’s
consent, materially adversely affect any rights under any Award theretofore granted to the Participant under the Plan.


 


13.2         
Amendment of Awards. Subject to applicable law and the Plan, the Committee will
have the exclusive authority and discretion to amend any Award or Award Agreement. If the amendment will have a material adverse
effect on a Participant’s rights, or result in a material increase in the Participant’s obligations, the Committee
must obtain the Participant’s written consent to the amendment. 


 






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13.3         
Term of the Plan. Unless sooner terminated as provided herein, the Plan shall terminate
10 years from the Effective Date. After the Plan is terminated, no future Awards may be granted, but Awards previously granted
shall remain outstanding in accordance with their applicable terms and conditions and the Plan’s terms and conditions.


 


Section 14

GENERAL


 


14.1         
No Individual Rights. No individual or Participant shall have any claim to be granted
any Award under the Plan, and the Company has no obligation for uniformity of treatment of Participants under the Plan. Furthermore,
nothing in the Plan or any Award granted under the Plan shall be deemed to constitute an employment contract or confer or be deemed
to confer on any Participant any right to continue in the employ or service of, or to continue any other relationship with, the
Company or any Subsidiary, or limit in any way the right of the Company or any Subsidiary to terminate a Participant’s employment,
service or other relationship at any time, with or without cause.


 


14.2         
Issuance of Shares. In the event that the Board or the Committee determines in
its sole discretion that the listing, qualification or registration of the shares issued under the Plan on any securities exchange
or quotation or trading system or under any applicable law (including state securities laws) or governmental regulation is necessary
as a condition to the issuance of such shares under the Award, the Award may not be exercised in whole or in part unless such listing,
qualification, consent or approval has been unconditionally obtained.


 


14.3         
No Rights as Stockholder. Unless otherwise determined by the Committee in its discretion,
a Participant to whom an Award of Restricted Stock has been made shall have ownership of such shares of Common Stock, including
the right to vote the same and to receive dividends or other distributions made or paid with respect to such Common Stock. Unless
otherwise determined by the Committee in its discretion, a Participant to whom an Award of Options, Restricted Stock Units or any
other Award (other than an Award of Restricted Stock) is made shall have no rights as a stockholder with respect to any shares
of Common Stock or as a holder with respect to other securities, if any, issuable pursuant to any such Award until the date of
the issuance of a stock certificate to the Participant or the entry on the Participant’s behalf of an uncertificated book
position on the records of the Company’s transfer agent and registrar for such Common Stock or other instrument of ownership,
if any. Except as provided in Section 12, no adjustment shall be made for dividends, distributions or other rights (whether
ordinary or extraordinary, and whether in cash, securities, other property or other forms of consideration, or any combination
thereof) for which the record date is prior to the date such book entry is made or a stock certificate or other instrument of ownership,
if any, is issued.


 


14.4         
No Trust or Fund. The Plan is intended to constitute an “unfunded”
plan. Nothing contained herein shall require the Company to segregate any monies or other property, or shares of Common Stock,
or to create any trusts, or to make any special deposits for any immediate or deferred amounts payable to any Participant, and
no Participant shall have any rights that are greater than those of a general unsecured creditor of the Company.


 






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14.5         
Successors. All obligations of the Company under the Plan with respect to Awards
shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect
purchase, merger, consolidation, or otherwise, of all or substantially all the business and/or assets of the Company.


 


14.6         
Substitute Awards. Notwithstanding any other provision of the Plan, the terms of
Substitute Awards may vary from the terms set forth in the Plan to the extent the Committee deems appropriate to conform, in whole
or in part, to the provisions of the awards in substitution for which they are granted.


 


14.7         
Severability. If any provision of the Plan or any Award is determined to be invalid,
illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot
be so construed or deemed amended without, in the Committee’s determination, materially altering the intent of the Plan or
the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such
Award shall remain in full force and effect.


 


14.8         
Choice of Law. The Plan, all Awards granted thereunder and all determinations made
and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by
the laws of the State of Delaware, without giving effect to principles of conflicts of law.


 


14.9         
Electronic Delivery and Signatures. Any reference in the Plan, an Award or an Award
Agreement to a written document includes without limitation any document delivered electronically or posted on the Company’s
or a Subsidiary’s intranet or other shared electronic medium controlled by the Company or Subsidiary. The Committee and any
Participant may use facsimile and PDF signatures in signing any Award or Award Agreement, in exercising any Option, or in any other
written document in the Plan’s administration. The Committee and each Participant are bound by facsimile and PDF signatures,
and acknowledge that the other party relies on facsimile and PDF signatures.


 


14.10     
Headings and Captions. The headings and captions in the Plan are used only for
convenience, and do not construe, define, expand, interpret, or limit any provision of the Plan.


 


14.11     
Gender and Number. Whenever the context may require, any pronoun includes the corresponding
masculine, feminine, or neuter form, and the singular includes the plural and vice versa.


 


14.12     
Construction. The terms “includes,” “including,” “includes
without limitation,” and “including without limitation” are not to be construed to limit any provision or item
that precedes or follows these terms (whether in the same section or another section) to the specific or similar provisions or
items that follow these terms. 


 






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Section 15

EFFECTIVE DATE


 


The Plan shall be effective
as of the earlier of the date that the Plan is adopted by the Board or the date that it is approved by the stockholders of the
Company (the “Effective Date”). The expiration date of the Plan, on and after which date no Awards may be granted
hereunder, shall be the 10th anniversary of the Effective Date; provided, however, that such expiration shall not affect Awards
then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards; and provided further, that no
Option shall be exercised, no Restricted Stock granted, and no Restricted Stock Units or other Awards shall be paid out unless
and until the Plan has been approved by the stockholders of the Company, which approval shall be within 12 months before or after
the date the Plan is adopted by the Board. If the Company does not obtain stockholder approval within 12 months before or after
the date the Plan is adopted by the Board, the Plan and any Award made thereunder will terminate ab initio.


 


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