Exhibit
10.24 


 


GLYECO,
INC.


2017
INCENTIVE COMPENSATION PLAN


 


1.      PURPOSE.
The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential
contributions are important to the success of the Company, and any Parents and Subsidiaries that exist now or in the future, by
offering them an opportunity to participate in the Company’s future performance through the grant of Awards. Capitalized
terms not defined elsewhere in the text are defined in Section 31.


 


2.      SHARES
SUBJECT TO THE PLAN.


 


2.1.       Number
of Shares Available. Subject to Sections 2.4, 2.6 and 21 and any other applicable provisions hereof, the total number of Shares
reserved and available for grant and issuance pursuant to this Plan as of the date of adoption of the Plan by the Board, is 10,000,000
Shares.


 


2.2.       Lapsed,
Returned Awards. Shares subject to Awards, and Shares issued under the Plan under any Award, will again be available for grant
and issuance in connection with subsequent Awards under this Plan to the extent such Shares: (a) are subject to issuance
upon exercise of an Option or SAR granted under this Plan but which cease to be subject to the Option or SAR for any reason other
than exercise of the Option or SAR; (b) are subject to Awards granted under this Plan that are forfeited or are repurchased
by the Company; (c) are subject to Awards granted under this Plan that otherwise terminate without such Shares being issued;
or (d) are surrendered pursuant to an Exchange Program. To the extent an Award under the Plan is paid out in cash rather
than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Shares
used to pay the exercise price of an Award or withheld to satisfy the tax withholding obligations related to an Award will become
available for future grant or sale under the Plan. For the avoidance of doubt, Shares that otherwise become available for grant
and issuance because of the provisions of this Section 2.2 shall not include Shares subject to Awards that initially became
available because of the substitution clause in Section 21.2 hereof.


 


2.3.       Minimum
Share Reserve. At all times the Company shall reserve and keep available a sufficient number of Shares as shall be required
to satisfy the requirements of all outstanding Awards granted under this Plan.


 


2.4.       Automatic
Share Reserve Increase. The number of Shares available for grant and issuance under the Plan shall be increased on January 1,
of each of the ten (10) calendar years during the term of the Plan, by the lesser of (i) five percent (5%) of the
total number of Shares issued and outstanding on each December 31 immediately prior to the date of increase or (ii) such
number of Shares as may be determined by the Board.


 


2.5.       Limitations.
No more than One Hundred Fifty Thousand (150,000) Shares shall be issued pursuant to the exercise of ISOs.


 


2.6.       Adjustment
of Shares. If the number of outstanding Shares is changed by a stock dividend, recapitalization, tender offer, stock split,
reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company, without
consideration, then (a) the number of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1,
(b) the Exercise Prices of and number of Shares subject to outstanding Options and SARs, (c) the number of Shares subject
to other outstanding Awards, (d) the maximum number of shares that may be issued as ISOs set forth in Section 2.5, (e) the
maximum number of Shares that may be issued to an individual or to a new Employee in any one calendar year set forth in Section 3
and (f) the number of Shares that are granted as Awards to Non-Employee Directors as set forth in Section 12, shall
be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance
with applicable securities laws; provided that fractions of a Share will not be issued.


 




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3.      ELIGIBILITY.
ISOs may be granted only to Employees. All other Awards may be granted to Employees, Consultants, Directors and Non-Employee Directors
of the Company or any Parent or Subsidiary of the Company; provided such Consultants, Directors and Non-Employee Directors render
bona fide services not in connection with the offer and sale of securities in a capital-raising transaction.


 


4.      ADMINISTRATION.


 


4.1.       Committee
Composition; Authority. This Plan will be administered by the Committee or by the Board acting as the Committee. Subject to
the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power
to implement and carry out this Plan, except, however, the Board shall establish the terms for the grant of an Award to Non-Employee
Directors. The Committee will have the authority to:


 


a.      Construe
and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan; 


 


b.      Prescribe,
amend and rescind rules and regulations relating to this Plan or any Award;


 


c.      Select
persons to receive Awards;


 


d.      Determine
the form and terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the time or times when Awards may vest and be exercised (which
may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation
regarding any Award or the Shares relating thereto, based in each case on such factors as the Committee will determine;


 


e.      Determine
the number of Shares or other consideration subject to Awards;


 


f.      Determine
the Fair Market Value in good faith and interpret the applicable provisions of this Plan and the definition of Fair Market Value
in connection with circumstances that impact the Fair Market Value, if necessary;


 


g.      Determine
whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards
under this Plan or any other incentive or compensation plan of the Company or any Parent or Subsidiary of the Company;


 


h.      Grant
waivers of Plan or Award conditions;


 


i.       Determine
the vesting, exercisability and payment of Awards;


 


j.       Correct
any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement;


 


k.      Determine
whether an Award has been earned;


 


l.       Determine
the terms and conditions of any, and to institute any Exchange Program;


 


m.     Reduce
or waive any criteria with respect to Performance Factors;


 


n.      Adjust
Performance Factors to take into account changes in law and accounting or tax rules as the Committee deems necessary or appropriate
to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships provided that
such adjustments are consistent with the regulations promulgated under Section 162(m) of the Code with respect to persons
whose compensation is subject to Section 162(m) of the Code;


 




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o.      Adopt
rules and/or procedures (including the adoption of any sub-plan under this Plan) relating to the operation and administration
of the Plan to accommodate requirements of local law and procedures outside of the United States;


 


p.      Make
all other determinations necessary or advisable for the administration of this Plan; and


 


q.      Delegate
any of the foregoing to a subcommittee consisting of one or more executive officers pursuant to a specific delegation.


 


4.2       Committee Interpretation
and Discretion. Any determination made by the Committee with respect to any Award shall be made in its sole discretion at
the time of grant of the Award or, unless in contravention of any express term of the Plan or Award, at any later time, and such
determination shall be final and binding on the Company and all persons having an interest in any Award under the Plan. Any dispute
regarding the interpretation of the Plan or any Award Agreement shall be submitted by the Participant or Company to the Committee
for review. The resolution of such a dispute by the Committee shall be final and binding on the Company and the Participant. The
Committee may delegate to one or more executive officers the authority to review and resolve disputes with respect to Awards held
by Participants who are not Insiders, and such resolution shall be final and binding on the Company and the Participant.


 


4.3       Section 162(m)
of the Code and Section 16 of the Exchange Act. When necessary or desirable for an Award to qualify as “performance-based
compensation” under Section 162(m) of the Code the Committee shall include at least two (2) persons who are “outside
directors” (as defined under Section 162(m) of the Code) and at least two (2) such “outside directors”
(or a majority if more than two (2) then serve on the Committee) shall approve the grant of such Award and timely determine (as
applicable) the Performance Period and any Performance Factors upon which vesting or settlement of any portion of such Award is
to be subject. When required by Section 162(m) of the Code, prior to settlement of any such Award at least two (2) such “outside
directors” (or a majority if more than two (2) then serve on the Committee) then serving on the Committee shall determine
and certify in writing the extent to which such Performance Factors have been timely achieved and the extent to which the Shares
subject to such Award have thereby been earned. Awards granted to Participants who are subject to Section 16 of the Exchange
Act must be approved by two or more “non-employee directors” (as defined in the regulations promulgated under Section 16
of the Exchange Act). With respect to Participants whose compensation is subject to Section 162(m) of the Code, and provided
that such adjustments are consistent with the regulations promulgated under Section 162(m) of the Code, the Committee may
adjust the performance goals to account for changes in law and accounting and to make such adjustments as the Committee deems
necessary or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or
hardships, including without limitation (i) restructurings, discontinued operations, extraordinary items, and other unusual
or non-recurring charges, (ii) an event either not directly related to the operations of the Company or not within the reasonable
control of the Company’s management, or (iii) a change in accounting standards required by generally accepted accounting
principles.


 


4.4       Documentation.
The Award Agreement for a given Award, the Plan and any other documents may be delivered to, and accepted by, a Participant or
any other person in any manner (including electronic distribution or posting, filed publicly at www.sec.gov (or any successor
website thereto), or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which
the Participant has access)) that meets applicable legal requirements.


 


5.      OPTIONS.
The Committee may grant Options to Participants and will determine whether such Options will be ISOs or NQSOs, the number of Shares
subject to the Option, the Exercise Price of the Option, the period during which the Option may vest and be exercised, and all
other terms and conditions of the Option, subject to the following:


 


5.1.       Option
Grant. Each Option granted under this Plan will identify the Option as an ISO or an NQSO. An Option may be, but need not be,
awarded upon satisfaction of such Performance Factors during any Performance Period as are set out in advance in the Participant’s
individual Award Agreement. If the Option is being earned upon the satisfaction of Performance Factors, then the Committee will:
(x) determine the nature, length and starting date of any Performance Period for each Option; and (y) select from among
the Performance Factors to be used to measure the performance, if any. Performance Periods may overlap and Participants may participate
simultaneously with respect to Options that are subject to different performance goals and other criteria.


 




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5.2.       Date
of Grant. The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option,
or a specified future date. The Award Agreement and a copy of this Plan will be delivered to the Participant within a reasonable
time after the granting of the Option.


 


5.3.       Exercise
Period. Options may be vested and exercisable within the times or upon the conditions as set forth in the Award Agreement
governing such Option; provided, however, that no Option will be exercisable after the expiration of ten (10) years from
the date the Option is granted; and provided further that no ISO granted to a person who, at the time the ISO is granted, directly
or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company
or of any Parent or Subsidiary of the Company (“Ten Percent Stockholder ”) will be exercisable after the expiration
of five (5) years from the date the ISO is granted. The Committee also may provide for Options to become exercisable at one
time or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines.


 


5.4.       Exercise
Price. The Exercise Price of an Option will be determined by the Committee when the Option is granted; provided that: (i) the
Exercise Price of an Option will be not less than one hundred percent (100%) of the Fair Market Value of the Shares on the
date of grant; and (ii) the Exercise Price of any ISO granted to a Ten Percent Stockholder will not be less than one hundred
ten percent (110%) of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased may be made
in accordance with Section 11 and the Award Agreement and in accordance with any procedures established by the Company.


 


5.5.       Method
of Exercise. Any Option granted hereunder will be vested and exercisable according to the terms of the Plan and at such times
and under such conditions as determined by the Committee and set forth in the Award Agreement. An Option may not be exercised
for a fraction of a Share. An Option will be deemed exercised when the Company receives: (i) notice of exercise (in such
form as the Committee may specify from time to time) from the person entitled to exercise the Option; and (ii) full payment
for the Shares with respect to which the Option is exercised (together with applicable withholding taxes). Full payment may consist
of any consideration and method of payment authorized by the Committee and permitted by the Award Agreement and the Plan. Shares
issued upon exercise of an Option will be issued in the name of the Participant. Until the Shares are issued (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or
receive dividends or any other rights as a stockholder will exist with respect to the Shares, notwithstanding the exercise of
the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will
be made for a dividend or other right for which the Record Date is prior to the date the Shares are issued, except as provided
in Section 2.6 of the Plan. Exercising an Option in any manner will decrease the number of Shares thereafter available, both
for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.


  


5.6.      Termination.
The exercise of an Option will be subject to the following (except as may be otherwise provided in an Award Agreement):


 


a.      If
the Participant is Terminated for any reason except for Cause or the Participant’s death or Disability, then the Participant
may exercise such Participant’s Options only to the extent that such Options would have been exercisable by the Participant
on the Termination Date no later than ninety (90) days after the Termination Date (or such shorter time period or longer
time period not exceeding five (5) years as may be determined by the Committee, with any exercise beyond three (3) months
after the Termination Date deemed to be the exercise of an NQSO), but in any event no later than the expiration date of the Options.


 


b.      If
the Participant is Terminated because of the Participant’s death (or the Participant dies within ninety (90) days after
a Termination other than for Cause or because of the Participant’s Disability), then the Participant’s Options may
be exercised only to the extent that such Options would have been exercisable by the Participant on the Termination Date and must
be exercised by the Participant’s legal representative, or authorized assignee, no later than twelve (12) months after
the Termination Date (or such shorter time period not less than six (6) months or longer time period not exceeding five (5) years
as may be determined by the Committee), but in any event no later than the expiration date of the Options.


 




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c.      If
the Participant is Terminated because of the Participant’s Disability, then the Participant’s Options may be exercised
only to the extent that such Options would have been exercisable by the Participant on the Termination Date and must be exercised
by the Participant (or the Participant’s legal representative or authorized assignee) no later than twelve (12) months
after the Termination Date (with any exercise beyond (a) three (3) months after the Termination Date when the Termination
is for a Disability that is not a “permanent and total disability” as defined in Section 22(e)(3) of the Code,
or (b) twelve (12) months after the Termination Date when the Termination is for a Disability that is a “permanent
and total disability” as defined in Section 22(e)(3) of the Code, deemed to be exercise of an NQSO), but in any event
no later than the expiration date of the Options.


 


d.      If
the Participant is terminated for Cause, then Participant’s Options shall expire on such Participant’s Termination
Date, or at such later time and on such conditions as are determined by the Committee, but in any no event later than the expiration
date of the Options. Unless otherwise provided in the Award Agreement, Cause will have the meaning set forth in the Plan.


 


5.7.      Limitations
on Exercise. The Committee may specify a minimum number of Shares that may be purchased on any exercise of an Option, provided
that such minimum number will not prevent any Participant from exercising the Option for the full number of Shares for which it
is then exercisable.


 


5.8.      Limitations
on ISOs. With respect to Awards granted as ISOs, to the extent that the aggregate Fair Market Value of the Shares with respect
to which such ISOs are exercisable for the first time by the Participant during any calendar year (under all plans of the Company
and any Parent or Subsidiary) exceeds Five Hundred Thousand Dollars ($500,000), such Options will be treated as NQSOs. For purposes
of this Section 5.8, ISOs will be taken into account in the order in which they were granted. The Fair Market Value of the
Shares will be determined as of the time the Option with respect to such Shares is granted. In the event that the Code or the
regulations promulgated thereunder are amended after the Effective Date to provide for a different limit on the Fair Market Value
of Shares permitted to be subject to ISOs, such different limit will be automatically incorporated herein and will apply to any
Options granted after the effective date of such amendment.


 


5.9.       Modification,
Extension or Renewal. The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options
in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such
Participant’s rights under any Option previously granted. Any outstanding ISO that is modified, extended, renewed or otherwise
altered will be treated in accordance with Section 424(h) of the Code. Subject to Section 18 of this Plan, by written
notice to affected Participants, the Committee may reduce the Exercise Price of outstanding Options without the consent of such
Participants; provided, however, that the Exercise Price may not be reduced below the Fair Market Value on the date the action
is taken to reduce the Exercise Price.


 


5.10.     No
Disqualification. Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs will be interpreted,
amended or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under
Section 422 of the Code or, without the consent of the Participant affected, to disqualify any ISO under Section 422
of the Code.


 


6.      RESTRICTED
STOCK AWARDS.


 


6.1.       Awards
of Restricted Stock. A Restricted Stock Award is an offer by the Company to sell to a Participant Shares that are subject
to restrictions (“Restricted Stock”). The Committee will determine to whom an offer will be made, the number of Shares
the Participant may purchase, the Purchase Price, the restrictions under which the Shares will be subject and all other terms
and conditions of the Restricted Stock Award, subject to the Plan.


 




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6.2.       Restricted Stock Purchase
Agreement. All purchases under a Restricted Stock Award will be evidenced by an Award Agreement. Except as may otherwise be
provided in an Award Agreement, a Participant accepts a Restricted Stock Award by signing and delivering to the Company an Award
Agreement with full payment of the Purchase Price, within thirty (30) days from the date the Award Agreement was delivered
to the Participant. If the Participant does not accept such Award within thirty (30) days, then the offer of such Restricted
Stock Award will terminate, unless the Committee determines otherwise.


 


6.3.       Purchase Price.
The Purchase Price for a Restricted Stock Award will be determined by the Committee and may be less than Fair Market Value on
the date the Restricted Stock Award is granted. Payment of the Purchase Price must be made in accordance with Section 11
of the Plan, and the Award Agreement and in accordance with any procedures established by the Company.


 


6.4.       Terms
of Restricted Stock Awards. Restricted Stock Awards will be subject to such restrictions as the Committee may impose or are
required by law. These restrictions may be based on completion of a specified number of years of service with the Company or upon
completion of Performance Factors, if any, during any Performance Period as set out in advance in the Participant’s Award
Agreement. Prior to the grant of a Restricted Stock Award, the Committee shall: (a) determine the nature, length and starting
date of any Performance Period for the Restricted Stock Award; (b) select from among the Performance Factors to be used to
measure performance goals, if any; and (c) determine the number of Shares that may be awarded to the Participant. Performance
Periods may overlap and a Participant may participate simultaneously with respect to Restricted Stock Awards that are subject
to different Performance Periods and having different performance goals and other criteria.


 


6.5.       Termination
of Participant. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s
Termination Date (unless determined otherwise by the Committee).


 


7.      STOCK
BONUS AWARDS.


 


7.1.       Awards
of Stock Bonuses. A Stock Bonus Award is an award to an eligible person of Shares for services to be rendered or for past
services already rendered to the Company or any Parent or Subsidiary. All Stock Bonus Awards shall be made pursuant to an Award
Agreement. No payment from the Participant will be required for Shares awarded pursuant to a Stock Bonus Award, except for any
taxes required as outlined under Section 13.


 


7.2.       Terms
of Stock Bonus Awards. The Committee will determine the number of Shares to be awarded to the Participant under a Stock Bonus
Award and any restrictions thereon. These restrictions may be based upon completion of a specified number of years of service
with the Company or upon satisfaction of performance goals based on Performance Factors during any Performance Period as set out
in advance in the Participant’s Stock Bonus Agreement. Prior to the grant of any Stock Bonus Award the Committee shall:
(a) determine the nature, length and starting date of any Performance Period for the Stock Bonus Award; (b) select from
among the Performance Factors to be used to measure performance goals; and (c) determine the number of Shares that may be
awarded to the Participant. Performance Periods may overlap and a Participant may participate simultaneously with respect to Stock
Bonus Awards that are subject to different Performance Periods and different performance goals and other criteria.


 


7.3.       Form
of Payment to Participant. Payment may be made in the form of cash, whole Shares, or a combination thereof, based on the Fair
Market Value of the Shares earned under a Stock Bonus Award on the date of payment, as determined in the sole discretion of the
Committee.


 


7.4.       Termination
of Participation. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s
Termination Date (unless determined otherwise by the Committee).


 


8.      STOCK
APPRECIATION RIGHTS.


 


8.1.       Awards
of SARs. A SAR is an award to a Participant that may be settled in cash, or Shares (which may consist of Restricted Stock),
having a value equal to (a) the difference between the Fair Market Value on the date of exercise over the Exercise Price
multiplied by (b) the number of Shares with respect to which the SAR is being settled (subject to any maximum number of Shares
that may be issuable as specified in an Award Agreement). All SARs shall be made pursuant to an Award Agreement.


 




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8.2.       Terms
of SARs. The Committee will determine the terms of each SAR including, without limitation: (a) the number of Shares subject
to the SAR; (b) the Exercise Price and the time or times during which the SAR may be settled; (c) the consideration
to be distributed on settlement of the SAR; and (d) the effect of the Participant’s Termination on each SAR. The Exercise
Price of the SAR will be determined by the Committee when the SAR is granted, and may not be less than Fair Market Value. A SAR
may be awarded upon satisfaction of Performance Factors, if any, during any Performance Period as are set out in advance in the
Participant’s individual Award Agreement. If the SAR is being earned upon the satisfaction of Performance Factors, then
the Committee will: (x) determine the nature, length and starting date of any Performance Period for each SAR; and (y) select
from among the Performance Factors to be used to measure the performance, if any. Performance Periods may overlap and Participants
may participate simultaneously with respect to SARs that are subject to different Performance Factors and other criteria.


  


8.3.       Exercise
Period and Expiration Date. A SAR will be exercisable within the times or upon the occurrence of events determined by the
Committee and set forth in the Award Agreement governing such SAR. The SAR Agreement shall set forth the expiration date; provided
that no SAR will be exercisable after the expiration of ten (10) years from the date the SAR is granted. The Committee may
also provide for SARs to become exercisable at one time or from time to time, periodically or otherwise (including, without limitation,
upon the attainment during a Performance Period of performance goals based on Performance Factors), in such number of Shares or
percentage of the Shares subject to the SAR as the Committee determines. Except as may be set forth in the Participant’s
Award Agreement, vesting ceases on such Participant’s Termination Date (unless determined otherwise by the Committee). Notwithstanding
the foregoing, the rules of Section 5.6 also will apply to SARs.


 


8.4.       Form
of Settlement. Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an amount determined
by multiplying (i) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price;
times (ii) the number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment
from the Company for the SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof. The portion
of a SAR being settled may be paid currently or on a deferred basis with such interest or dividend equivalent, if any, as the
Committee determines, provided that the terms of the SAR and any deferral satisfy the requirements of Section 409A of the
Code.


 


8.5.       Termination
of Participation. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s
Termination Date (unless determined otherwise by the Committee).


 


9.      RESTRICTED
STOCK UNITS.


 


9.1.       Awards
of Restricted Stock Units. A Restricted Stock Unit (“RSU”) is an award to a Participant covering a number of Shares
that may be settled in cash, or by issuance of those Shares (which may consist of Restricted Stock). All RSUs shall be made pursuant
to an Award Agreement.


 


9.2.       Terms
of RSUs. The Committee will determine the terms of an RSU including, without limitation: (a) the number of Shares subject
to the RSU; (b) the time or times during which the RSU may be settled; (c) the consideration to be distributed on settlement;
and (d) the effect of the Participant’s Termination on each RSU. An RSU may be awarded upon satisfaction of such performance
goals based on Performance Factors during any Performance Period as are set out in advance in the Participant’s Award Agreement.
If the RSU is being earned upon satisfaction of Performance Factors, then the Committee will: (x) determine the nature, length
and starting date of any Performance Period for the RSU; (y) select from among the Performance Factors to be used to measure
the performance, if any; and (z) determine the number of Shares deemed subject to the RSU. Performance Periods may overlap
and participants may participate simultaneously with respect to RSUs that are subject to different Performance Periods and different
performance goals and other criteria.


 




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9.3.       Form
and Timing of Settlement. Payment of earned RSUs shall be made as soon as practicable after the date(s) determined by the
Committee and set forth in the Award Agreement. The Committee, in its sole discretion, may settle earned RSUs in cash, Shares,
or a combination of both. The Committee may also permit a Participant to defer payment under a RSU to a date or dates after the
RSU is earned provided that the terms of the RSU and any deferral satisfy the requirements of Section 409A of the Code.


 


9.4.       Termination
of Participant. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s
Termination Date (unless determined otherwise by the Committee).


 


10.      PERFORMANCE
AWARDS.


 


10.1.       Performance
Awards. A Performance Award is an award to a Participant of a cash bonus or a Performance Share bonus. Grants of Performance
Awards shall be made pursuant to an Award Agreement.


 


10.2.       Terms
of Performance Awards. The Committee will determine, and each Award Agreement shall set forth, the terms of each award of
Performance Award including, without limitation: (a) the amount of any cash bonus; (b) the number of Shares deemed subject
to a Performance Share bonus; (c) the Performance Factors and Performance Period that shall determine the time and extent
to which each Performance Award shall be settled; (d) the consideration to be distributed on settlement; and (e) the
effect of the Participant’s Termination on each Performance Award. In establishing Performance Factors and the Performance
Period the Committee will: (x) determine the nature, length and starting date of any Performance Period; and (y) select
from among the Performance Factors to be used. Prior to settlement the Committee shall determine the extent to which Performance
Awards have been earned. Performance Periods may overlap and Participants may participate simultaneously with respect to Performance
Awards that are subject to different Performance Periods and different performance goals and other criteria.


 


10.3.       Value,
Earning and Timing of Performance Shares. Any Performance Share bonus will have an initial value equal to the Fair Market
Value of a Share on the date of grant. After the applicable Performance Period has ended, the holder of a Performance Share bonus
will be entitled to receive a payout of the number of Shares earned by the Participant over the Performance Period, to be determined
as a function of the extent to which the corresponding Performance Factors or other vesting provisions have been achieved. The
Committee, in its sole discretion, may pay an earned Performance Share bonus in the form of cash, in Shares (which have an aggregate
Fair Market Value equal to the value of the earned Performance Shares at the close of the applicable Performance Period) or in
a combination thereof. Performance Share bonuses may also be settled in Restricted Stock.


 


10.4.       Termination
of Participant. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s
Termination Date (unless determined otherwise by the Committee).


 


11.      PAYMENT
FOR SHARE PURCHASES. Payment from a Participant for Shares purchased pursuant to this Plan may be made in cash or by check or,
where expressly approved for the Participant by the Committee and where permitted by law (and to the extent not otherwise set
forth in the applicable Award Agreement):


 


11.1.      By
cancellation of indebtedness of the Company to the Participant;


 


11.2.      By
surrender of shares of the Company held by the Participant that have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which said Award will be exercised or settled;


 


11.3.      By
waiver of compensation due or accrued to the Participant for services rendered or to be rendered to the Company or a Parent or
Subsidiary of the Company;


 


11.4.      By
consideration received by the Company pursuant to a broker-assisted or other form of cashless exercise program implemented by
the Company in connection with the Plan;


 


11.5.      By
any combination of the foregoing; or


 




    	 	8	 



     


    

 


11.6.      By
any other method of payment as is permitted by applicable law.


 


12.      GRANTS
TO NON-EMPLOYEE DIRECTORS.


 


12.1.       Types
of Awards. Non-Employee Directors are eligible to receive any type of Award offered under this Plan except ISOs. Awards pursuant
to this Section 12 may be automatically made pursuant to policy adopted by the Board, or made from time to time as determined
in the discretion of the Board.


 


12.2.       Eligibility.
Awards pursuant to this Section 12 shall be granted only to Non-Employee Directors. A Non-Employee Director who is elected
or re-elected as a member of the Board will be eligible to receive an Award under this Section 12.


 


12.3.       Vesting,
Exercisability and Settlement. Except as set forth in Section 21, Awards shall vest, become exercisable and be settled
as determined by the Board. With respect to Options and SARs, the exercise price granted to Non-Employee Directors shall not be
less than the Fair Market Value of the Shares at the time that such Option or SAR is granted.


 


12.4.       Election
to receive Awards in Lieu of Cash. A Non-Employee Director may elect to receive his or her annual retainer payments and/or
meeting fees from the Company in the form of cash or Awards or a combination thereof, as determined by the Committee. Such Awards
shall be issued under the Plan. An election under this Section 12.4 shall be filed with the Company on the form prescribed
by the Company.


 


13.      WITHHOLDING
TAXES.


 


13.1.       Withholding
Generally. Whenever Shares are to be issued in satisfaction of Awards granted under this Plan, the Company may require the
Participant to remit to the Company, or to the Parent or Subsidiary employing the Participant, an amount sufficient to satisfy
applicable U.S. federal, state, local and international withholding tax requirements or any other tax liability legally due
from the Participant prior to the delivery of Shares pursuant to exercise or settlement of any Award. Whenever payments in satisfaction
of Awards granted under this Plan are to be made in cash, such payment will be net of an amount sufficient to satisfy applicable
U.S. federal, state, local and international withholding tax requirements or any other tax liability legally due from the
Participant.


 


13.2.       Stock
Withholding. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time and
to limitations of local law, may require or permit a Participant to satisfy such tax withholding obligation or any other tax liability
legally due from the Participant, in whole or in part by (without limitation) (i) paying cash, (ii) electing to have
the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum statutory amount required
to be withheld, or (iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the minimum amount
required to be withheld. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that
the taxes are required to be withheld.


 


14.      TRANSFERABILITY.


 


14.1.       Transfer
Generally. Unless determined otherwise by the Committee or pursuant to Section 14.2, an Award may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution.
If the Committee makes an Award transferable, including, without limitation, by instrument to an inter vivos or testamentary trust
in which the Awards are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift to a Permitted Transferee,
such Award will contain such additional terms and conditions as the Committee deems appropriate. All Awards shall be exercisable:
(i) during the Participant’s lifetime only by (A) the Participant, or (B) the Participant’s guardian
or legal representative; (ii) after the Participant’s death, by the legal representative of the Participant’s
heirs or legatees; and (iii) in the case of all awards except ISOs, by a Permitted Transferee.


 




    	 	9	 



     


    

 


14.2.       Award
Transfer Program. Notwithstanding any contrary provision of the Plan, the Committee shall have all discretion and authority
to determine and implement the terms and conditions of any Award Transfer Program instituted pursuant to this Section 14.2
and shall have the authority to amend the terms of any Award participating, or otherwise eligible to participate in, the Award
Transfer Program, including (but not limited to) the authority to (i) amend (including to extend) the expiration date, post-termination
exercise period and/or forfeiture conditions of any such Award, (ii) amend or remove any provisions of the Award relating
to the Award holder’s continued service to the Company, (iii) amend the permissible payment methods with respect to
the exercise or purchase of any such Award, (iv) amend the adjustments to be implemented in the event of changes in the capitalization
and other similar events with respect to such Award, and (v) make such other changes to the terms of such Award as the Committee
deems necessary or appropriate in its sole discretion.


 


15.      PRIVILEGES
OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES.


 


15.1.       Voting
and Dividends. No Participant will have any of the rights of a stockholder with respect to any Shares until the Shares are
issued to the Participant, except for any dividend equivalent rights permitted by an applicable Award Agreement. After Shares
are issued to the Participant, the Participant will be a stockholder and have all the rights of a stockholder with respect to
such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares;
provided, that if such Shares are Restricted Stock, then any new, additional or different securities the Participant may become
entitled to receive with respect to such Shares by virtue of a stock dividend, stock split or any other change in the corporate
or capital structure of the Company will be subject to the same restrictions as the Restricted Stock; provided, further, that
the Participant will have no right to retain such stock dividends or stock distributions with respect to Shares that are repurchased
at the Participant’s Purchase Price or Exercise Price, as the case may be, pursuant to Section 15.2.


 


15.2.       Restrictions
on Shares. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) a right to repurchase
(a “Right of Repurchase”) a portion of any or all Unvested Shares held by a Participant following such Participant’s
Termination at any time within ninety (90) days after the later of the Participant’s Termination Date and the date
the Participant purchases Shares under this Plan, for cash and/or cancellation of purchase money indebtedness, at the Participant’s
Purchase Price or Exercise Price, as the case may be.


 


16.      CERTIFICATES.
All Shares or other securities whether or not certificated, delivered under this Plan will be subject to such stock transfer orders,
legends and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable U.S.
federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock exchange or
automated quotation system upon which the Shares may be listed or quoted and any non-U.S. exchange controls or securities law
restrictions to which the Shares are subject.


 


17.      ESCROW;
PLEDGE OF SHARES. To enforce any restrictions on a Participant’s Shares, the Committee may require the Participant to deposit
all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Committee, appropriately
endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed
or terminated, and the Committee may cause a legend or legends referencing such restrictions to be placed on the certificates.
Any Participant who is permitted to execute a promissory note as partial or full consideration for the purchase of Shares under
this Plan will be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure
the payment of the Participant’s obligation to the Company under the promissory note; provided, however, that the Committee
may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, the
Company will have full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant’s
Shares or other collateral. In connection with any pledge of the Shares, the Participant will be required to execute and deliver
a written pledge agreement in such form as the Committee will from time to time approve. The Shares purchased with the promissory
note may be released from the pledge on a pro rata basis as the promissory note is paid.


 




    	 	10	 



     


    

 


18.      REPRICING;
EXCHANGE AND BUYOUT OF AWARDS. Without prior stockholder approval the Committee may (i) reprice Options or SARS (and where
such repricing is a reduction in the Exercise Price of outstanding Options or SARS, the consent of the affected Participants is
not required provided written notice is provided to them, notwithstanding any adverse tax consequences to them arising from the
repricing), and (ii) with the consent of the respective Participants (unless not required pursuant to Section 5.9 of
the Plan), pay cash or issue new Awards in exchange for the surrender and cancellation of any, or all, outstanding Awards.


 


19.      SECURITIES
LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be effective unless such Award is in compliance with all applicable U.S.
and foreign federal and state securities laws, rules and regulations of any governmental body, and the requirements of any stock
exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date of
grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company
will have no obligation to issue or deliver certificates for Shares under this Plan prior to: (a) obtaining any approvals
from governmental agencies that the Company determines are necessary or advisable; and/or (b) completion of any registration
or other qualification of such Shares under any state or federal or foreign law or ruling of any governmental body that the Company
determines to be necessary or advisable. The Company will be under no obligation to register the Shares with the SEC or to effect
compliance with the registration, qualification or listing requirements of any foreign or state securities laws, stock exchange
or automated quotation system, and the Company will have no liability for any inability or failure to do so.


 


20.      NO
OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any Participant
any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent or Subsidiary of
the Company or limit in any way the right of the Company or any Parent or Subsidiary of the Company to terminate Participant’s
employment or other relationship at any time.


 


21.      CORPORATE
TRANSACTIONS.


 


21.1.       Assumption or Replacement of Awards by
Successor. In the event of a Corporate Transaction any or all outstanding Awards may be assumed or replaced by the successor
corporation, which assumption or replacement shall be binding on all Participants. In the alternative, the successor corporation
may substitute equivalent Awards or provide substantially similar consideration to Participants as was provided to stockholders
(after taking into account the existing provisions of the Awards). The successor corporation may also issue, in place of outstanding
Shares of the Company held by the Participant, substantially similar shares or other property subject to repurchase restrictions
no less favorable to the Participant. In the event such successor or acquiring corporation (if any) refuses to assume, convert,
replace or substitute Awards, as provided above, pursuant to a Corporate Transaction, then notwithstanding any other provision
in this Plan to the contrary, such Awards shall have their vesting accelerate as to all shares subject to such Award (and any
applicable right of repurchase fully lapse) immediately prior to the Corporate Transaction and then such Awards will terminate.
In addition, in the event such successor or acquiring corporation (if any) refuses to assume, convert, replace or substitute Awards,
as provided above, pursuant to a Corporate Transaction, the Committee will notify the Participant in writing or electronically
that such Award will be exercisable for a period of time determined by the Committee in its sole discretion, and such Award will
terminate upon the expiration of such period. Awards need not be treated similarly in a Corporate Transaction.


 


21.2.       Assumption
of Awards by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted by another
company, whether in connection with an acquisition of such other company or otherwise, by either; (a) granting an Award under
this Plan in substitution of such other company’s award; or (b) assuming such award as if it had been granted under
this Plan if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption
will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this
Plan if the other company had applied the rules of this Plan to such grant. In the event the Company assumes an award granted
by another company, the terms and conditions of such award will remain unchanged (except that the Purchase Price or the Exercise
Price, as the case may be, and the number and nature of Shares issuable upon exercise or settlement of any such Award will be
adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company elects to grant a new Option in
substitution rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price.
Substitute Awards shall not reduce the number of Shares authorized for grant under the Plan or authorized for grant to a Participant
in any calendar year.


 




    	 	11	 



     


    

 


21.3.       Non-Employee
Directors’ Awards. Notwithstanding any provision to the contrary herein, in the event of a Corporate Transaction, the
vesting of all Awards granted to Non-Employee Directors shall accelerate and such Awards shall become exercisable (as applicable)
in full prior to the consummation of such event at such times and on such conditions as the Committee determines.


 


22.      ADOPTION
AND STOCKHOLDER APPROVAL. This Plan shall be submitted for the approval of the Company’s stockholders, consistent with applicable
laws, within twelve (12) months before or after the date this Plan is adopted by the Board.


 


23.      TERM
OF PLAN/GOVERNING LAW. Unless earlier terminated as provided herein, this Plan will become effective on the Effective Date and
will terminate ten (10) years from the date this Plan is adopted by the Board. This Plan and all Awards granted hereunder
shall be governed by and construed in accordance with the laws of the State of Delaware.


 


24.      AMENDMENT
OR TERMINATION OF PLAN. The Board may at any time terminate or amend this Plan in any respect, including, without limitation,
amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan; provided, however, that the Board
will not, without the approval of the stockholders of the Company, amend this Plan in any manner that requires such stockholder
approval; provided further, that a Participant’s Award shall be governed by the version of this Plan then in effect at the
time such Award was granted.


  


25.      NON-EXCLUSIVITY
OF THE PLAN. Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders of the Company for
approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such
additional compensation arrangements as it may deem desirable, including, without limitation, the granting of stock awards and
bonuses otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific
cases.


 


26.      INSIDER
TRADING POLICY. Each Participant who receives an Award shall comply with any policy adopted by the Company from time to time covering
transactions in the Company’s securities by Employees, officers and/or directors of the Company.


 


27.      DEFERRALS.  TO
THE EXTENT PERMITTED BY APPLICABLE LAW, THE COMMITTEE, IN ITS SOLE DISCRETION, MAY DETERMINE THAT THE DELIVERY OF COMMON STOCK
OR THE PAYMENT OF CASH, UPON THE EXERCISE, VESTING OR SETTLEMENT OF ALL OR A PORTION OF ANY AWARD MAY BE DEFERRED AND MAY ESTABLISH
PROGRAMS AND PROCEDURES FOR DEFERRAL ELECTIONS TO BE MADE BY PARTICIPANTS. DEFERRALS BY PARTICIPANTS WILL BE MADE IN ACCORDANCE
WITH SECTION 409A OF THE CODE (TO THE EXTENT APPLICABLE TO A PARTICIPANT). CONSISTENT WITH SECTION 409A OF THE CODE,
THE COMMITTEE MAY PROVIDE FOR DISTRIBUTIONS WHILE A PARTICIPANT IS STILL AN EMPLOYEE OR OTHERWISE PROVIDING SERVICES TO THE COMPANY.
THE COMMITTEE IS AUTHORIZED TO MAKE DEFERRALS OF AWARDS AND DETERMINE WHEN, AND IN WHAT ANNUAL PERCENTAGES, PARTICIPANTS MAY RECEIVE
PAYMENTS, INCLUDING LUMP SUM PAYMENTS, FOLLOWING THE PARTICIPANT’S TERMINATION WITH THE COMPANY, AND IMPLEMENT SUCH OTHER
TERMS AND CONDITIONS CONSISTENT WITH THE PROVISIONS OF THE PLAN AND IN ACCORDANCE WITH APPLICABLE LAW.


 




    	 	12	 



     


    

 


28.      COMPLIANCE
WITH SECTION 409A.  UNLESS OTHERWISE EXPRESSLY PROVIDED FOR IN AN AWARD AGREEMENT, THE PLAN AND AWARD AGREEMENTS
WILL BE INTERPRETED TO THE GREATEST EXTENT POSSIBLE IN A MANNER THAT MAKES THE PLAN AND THE AWARDS GRANTED HEREUNDER EXEMPT FROM
SECTION 409A OF THE CODE, AND, TO THE EXTENT NOT SO EXEMPT, IN COMPLIANCE WITH SECTION 409A OF THE CODE. IF THE COMMITTEE
DETERMINES THAT ANY AWARD GRANTED HEREUNDER IS NOT EXEMPT FROM AND IS THEREFORE SUBJECT TO SECTION 409A OF THE CODE, THE
AWARD AGREEMENT EVIDENCING SUCH AWARD WILL INCORPORATE THE TERMS AND CONDITIONS NECESSARY TO AVOID THE CONSEQUENCES SPECIFIED
IN SECTION 409A(A)(1) OF THE CODE, AND TO THE EXTENT AN AWARD AGREEMENT IS SILENT ON TERMS NECESSARY FOR COMPLIANCE, SUCH
TERMS ARE HEREBY INCORPORATED BY REFERENCE INTO THE AWARD AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS PLAN (AND
UNLESS THE AWARD AGREEMENT SPECIFICALLY PROVIDES OTHERWISE), IF THE SHARES OF COMMON STOCK ARE PUBLICLY TRADED, AND IF A PARTICIPANT
HOLDING AN AWARD THAT CONSTITUTES “DEFERRED COMPENSATION” UNDER SECTION 409A OF THE CODE IS A “SPECIFIED
EMPLOYEE” FOR PURPOSES OF SECTION 409A OF THE CODE, NO DISTRIBUTION OR PAYMENT OF ANY AMOUNT THAT IS DUE BECAUSE OF
A “SEPARATION FROM SERVICE” (AS DEFINED IN SECTION 409A OF THE CODE WITHOUT REGARD TO ALTERNATIVE DEFINITIONS
THEREUNDER) WILL BE ISSUED OR PAID BEFORE THE DATE THAT IS SIX (6) MONTHS FOLLOWING THE DATE OF SUCH PARTICIPANT’S
“SEPARATION FROM SERVICE” OR, IF EARLIER, THE DATE OF THE PARTICIPANT’S DEATH, UNLESS SUCH DISTRIBUTION OR PAYMENT
CAN BE MADE IN A MANNER THAT COMPLIES WITH SECTION 409A OF THE CODE, AND ANY AMOUNTS SO DEFERRED WILL BE PAID IN A LUMP SUM
ON THE DAY AFTER SUCH SIX (6) MONTH PERIOD ELAPSES, WITH THE BALANCE PAID THEREAFTER ON THE ORIGINAL SCHEDULE.


 


29.      CLAWBACK/RECOVERY.  ALL
AWARDS GRANTED UNDER THE PLAN WILL BE SUBJECT TO RECOUPMENT IN ACCORDANCE WITH ANY CLAWBACK POLICY THAT THE COMPANY IS REQUIRED
TO ADOPT PURSUANT TO THE LISTING STANDARDS OF ANY NATIONAL SECURITIES EXCHANGE OR ASSOCIATION ON WHICH THE COMPANY’S SECURITIES
ARE LISTED OR AS IS OTHERWISE REQUIRED BY THE DODD-FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT OR OTHER APPLICABLE LAW.
IN ADDITION, THE COMMITTEE MAY IMPOSE SUCH OTHER CLAWBACK, RECOVERY OR RECOUPMENT PROVISIONS IN AN AWARD AGREEMENT AS THE COMMITTEE
DETERMINES NECESSARY OR APPROPRIATE, INCLUDING, BUT NOT LIMITED TO, A REACQUISITION RIGHT IN RESPECT OF PREVIOUSLY ACQUIRED SHARES
OF COMMON STOCK OR OTHER CASH OR PROPERTY UPON THE OCCURRENCE OF CAUSE. NO RECOVERY OF COMPENSATION UNDER SUCH A CLAWBACK POLICY
WILL BE AN EVENT GIVING RISE TO A RIGHT TO RESIGN FOR “GOOD REASON” OR “CONSTRUCTIVE TERMINATION” (OR
SIMILAR TERM) UNDER ANY AGREEMENT WITH THE COMPANY, THE PARENT, OR A SUBSIDIARY.


 


30.      DISSOLUTION
OR LIQUIDATION.    EXCEPT AS OTHERWISE PROVIDED IN THE AWARD AGREEMENT, IN THE EVENT OF A DISSOLUTION OR LIQUIDATION
OF THE COMPANY, ALL OUTSTANDING AWARDS (OTHER THAN AWARDS CONSISTING OF VESTED AND OUTSTANDING SHARES OF COMMON STOCK NOT SUBJECT
TO A FORFEITURE CONDITION OR THE COMPANY’S RIGHT OF REPURCHASE) WILL TERMINATE IMMEDIATELY PRIOR TO THE COMPLETION OF SUCH
DISSOLUTION OR LIQUIDATION, AND THE SHARES OF COMMON STOCK SUBJECT TO THE COMPANY’S REPURCHASE RIGHTS OR SUBJECT TO A FORFEITURE
CONDITION MAY BE REPURCHASED OR REACQUIRED BY THE COMPANY NOTWITHSTANDING THE FACT THAT THE HOLDER OF SUCH AWARD IS PROVIDING
CONTINUOUS SERVICES TO THE COMPANY; PROVIDED, HOWEVER, THAT THE COMMITTEE MAY, IN ITS SOLE DISCRETION, CAUSE SOME OR ALL AWARDS
TO BECOME FULLY VESTED, EXERCISABLE AND/OR NO LONGER SUBJECT TO REPURCHASE OR FORFEITURE (TO THE EXTENT SUCH AWARDS HAVE NOT PREVIOUSLY
EXPIRED OR TERMINATED) BEFORE THE DISSOLUTION OR LIQUIDATION IS COMPLETED BUT CONTINGENT ON ITS COMPLETION.


 


31.      DEFINITIONS.
As used in this Plan, and except as elsewhere defined herein, the following terms will have the following meanings:


 


“Award”
means any award under the Plan, including any Option, Restricted Stock, Stock Bonus, Stock Appreciation Right, Restricted Stock
Unit, or award of Performance Shares. 


 




    	 	13	 



     


    

 


“Award
Agreement” means, with respect to each Award, the written or electronic agreement between the Company and the Participant
setting forth the terms and conditions of the Award, which shall be in substantially a form (which need not be the same for each
Participant) that the Committee has from time to time approved, and will comply with and be subject to the terms and conditions
of this Plan.


 


“Award
Transfer Program” means any program instituted by the Committee which would permit Participants the opportunity to transfer
any outstanding Awards to a financial institution or other person or entity approved by the Committee.


 


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


 


“Cause”
means (i) embezzlement or misappropriation of funds; (ii) conviction of, or entry of a plea of nolo contendre to, a
felony involving moral turpitude; (iii) commission of material acts of dishonesty, fraud, or deceit; (iv) breach of
any material provisions of any employment agreement; (v) habitual or willful neglect of duties; (vi) breach of fiduciary
duty; or (vii) material violation of any other duty whether imposed by law or the Board.


 


“Code”
means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.


 


“Committee”
means the Compensation Committee of the Board or those persons to whom administration of the Plan, or part of the Plan, has been
delegated as permitted by law.


 


“Common
Stock” means the common stock of the Company.


 


“Company”
means GlyEco, Inc., or any successor corporation.


 


“Consultant”
means any person, including an advisor or independent contractor, engaged by the Company or a Parent or Subsidiary to render services
to such entity.


 


“Corporate
Transaction” means the occurrence of any of the following events: (i)  any “person” (as such term
is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3
of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the
total voting power represented by the Company’s then-outstanding voting securities; (ii) the consummation of the sale
or disposition by the Company of all or substantially all of the Company’s assets; (iii) the consummation of a merger
or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting
power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after
such merger or consolidation or (iv) any other transaction which qualifies as a “corporate transaction” under
Section 424(a) of the Code wherein the stockholders of the Company give up all of their equity interest in the Company (except
for the acquisition, sale or transfer of all or substantially all of the outstanding shares of the Company).


 


“Director”
means a member of the Board.


 


“Disability”
means in the case of incentive stock options, total and permanent disability as defined in Section 22(e)(3) of the Code and
in the case of other Awards, that the Participant is unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous
period of not less than 12 months.


 


“Effective
Date” means November 14, 2017.


 


“Employee”
means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither
service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment”
by the Company.


 




    	 	14	 



     


    

 


“Exchange
Act” means the United States Securities Exchange Act of 1934, as amended.


 


“Exchange
Program” means a program pursuant to which (i) outstanding Awards are surrendered, cancelled or exchanged for cash,
the same type of Award or a different Award (or combination thereof) or (ii) the exercise price of an outstanding Award is
increased or reduced.


 


“Exercise
Price” means, with respect to an Option, the price at which a holder may purchase the Shares issuable upon exercise of an
Option and with respect to a SAR, the price at which the SAR is granted to the holder thereof.


 


“Fair
Market Value” means, as of any date, the value of a share of the Company’s Common Stock determined as follows:


 


		(a)	If
                                         such Common Stock is publicly traded and is then listed on a national securities exchange,
                                         its closing price on the date of determination on the principal national securities exchange
                                         on which the Common Stock is listed or admitted to trading as reported in The Wall Street
                                         Journal or such other source as the Committee deems reliable;


 


		(b)	If
                                         such Common Stock is publicly traded but is neither listed nor admitted to trading on
                                         a national securities exchange, the average of the closing bid and asked prices on the
                                         date of determination as reported in The Wall Street Journal or such other source as
                                         the Committee deems reliable;


 


		(c)	In
                                         the case of an Option or SAR grant made on the Effective Date, the price per share at
                                         which shares of the Company’s Common Stock are initially offered for sale to the
                                         public by the Company’s underwriters in the initial public offering of the Company’s
                                         Common Stock pursuant to a registration statement filed with the SEC under the Securities
                                         Act; or


 


		(d)	If
                                         none of the foregoing is applicable, by the Board or the Committee in good faith.


 


“Insider”
means an officer or director of the Company or any other person whose transactions in the Company’s Common Stock are subject
to Section 16 of the Exchange Act.


 


“ISO”
means any Incentive Stock Option within the meaning of the Code.


 


“Non-Employee
Director” means a Director who is not an Employee of the Company or any Parent or Subsidiary.


 


“NQSO”
means any Nonqualified Stock Option within the meaning of the Code.


 


“Option”
means an award of an option to purchase Shares pursuant to Section 5.


 


“Parent”
means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of such corporations
other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.


 


“Participant”
means a person who holds an Award under this Plan.


 


“Performance
Award” means cash or stock granted pursuant to Section 10 or Section 12 of the Plan.


 


“Performance
Factors” means any of the factors selected by the Committee and specified in an Award Agreement, from among the following
objective measures, either individually, alternatively or in any combination, applied to the Company as a whole or any business
unit or Subsidiary, either individually, alternatively, or in any combination, on a GAAP or non-GAAP basis, and measured, to the
extent applicable on an absolute basis or relative to a pre-established target, to determine whether the performance goals established
by the Committee with respect to applicable Awards have been satisfied:


 




    	 	15	 



     


    

 


		(a)	Profit
                                         Before Tax;


 


		(b)	Billings;


 


		(c)	Revenue;


 


		(d)	Net
                                         revenue;


 


		(e)	Earnings
                                         (which may include earnings before interest and taxes, earnings before taxes, and net
                                         earnings);


 


		(f)	Operating
                                         income;


 


		(g)	Operating
                                         margin;


 


		(h)	Operating
                                         profit;


 


		(i)	Controllable
                                         operating profit, or net operating profit;


 


		(j)	Net
                                         Profit;


 


		(k)	Gross
                                         margin;


 


		(l)	Operating
                                         expenses or operating expenses as a percentage of revenue;


 


		(m)	Net
                                         income;


 


		(n)	Earnings
                                         per share;


 


		(o)	Total
                                         stockholder return;


 


		(p)	Market
                                         share;


 


		(q)	Return
                                         on assets or net assets;


 


		(r)	The
                                         Company’s stock price;


 


		(s)	Growth
                                         in stockholder value relative to a pre-determined index;


 


		(t)	Return
                                         on equity;


 


		(u)	Return
                                         on invested capital;


 


		(v)	Cash
                                         Flow (including free cash flow or operating cash flows)


 


		(w)	Cash
                                         conversion cycle;


 


		(x)	Economic
                                         value added;


 


		(y)	Individual
                                         confidential business objectives;


 


		(z)	Contract
                                         awards or backlog;


 


		(aa)	Overhead
                                         or other expense reduction;


 


		(bb)	Credit
                                         rating;


 




    	 	16	 



     


    

 


	 	(cc)	Strategic plan development and implementation;


 


	 	(dd)	Succession plan development and implementation;


 


	 	(ee)	Improvement in workforce diversity;


 


	 	(ff)	Customer indicators;


 


	 	(gg)	New product invention or innovation;


 


	 	(hh)	Attainment of research and development
    milestones;


 


	 	(ii)	Improvements in productivity;


 


	 	(jj)	Bookings; and


 


	 	(kk)	Attainment of objective operating goals
    and employee metrics; and


 


The
Committee may, in recognition of unusual or non-recurring items such as acquisition-related activities or changes in applicable
accounting rules, provide for one or more equitable adjustments (based on objective standards) to the Performance Factors to preserve
the Committee’s original intent regarding the Performance Factors at the time of the initial award grant. It is within
the sole discretion of the Committee to make or not make any such equitable adjustments.


 


“Performance
Period” means the period of service determined by the Committee, during which years of service or performance is to be measured
for the Award.


 


“Performance Share” means
a performance share bonus granted as a Performance Award.


 


“Permitted
Transferee” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece,
nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships)
of the Employee, any person sharing the Employee’s household (other than a tenant or employee), a trust in which these
persons (or the Employee) have more than 50% of the beneficial interest, a foundation in which these persons (or the Employee)
control the management of assets, and any other entity in which these persons (or the Employee) own more than 50% of the voting
interests.


 


“Plan”
means this GlyEco, Inc. 2017 Incentive Compensation Plan.


 


“Purchase
Price” means the price to be paid for Shares acquired under the Plan, other than Shares acquired upon exercise of an Option
or SAR.


 


“Restricted Stock Award”
means an award of Shares pursuant to Section 6 or Section 12 of the Plan, or issued pursuant to the early exercise of
an Option.


 


“Restricted
Stock Unit” means an Award granted pursuant to Section 9 or Section 12 of the Plan.


 


“SEC”
means the Securities and Exchange Commission.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Shares”
means shares of the Company’s Common Stock and the common stock of any successor security.


 


“Stock
Appreciation Right” or “SAR” means an Award granted pursuant to Section 8 or Section 12 of the Plan.


 


“Stock Bonus”
means an Award granted pursuant to Section 7 or Section 12 of the Plan.


 




    	 	17	 



     


    

 


“Subsidiary”
means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other corporations in such chain.


 


“Termination”
or “Terminated” means, for purposes of this Plan with respect to a Participant, that the Participant has for any reason
ceased to provide services as an employee, officer, director, consultant, independent contractor or advisor to the Company or
a Parent or Subsidiary of the Company. An employee will not be deemed to have ceased to provide services in the case of (i)  sick
leave, (ii) military leave, or (iii) any other leave of absence approved by the Committee; provided, that such leave
is for a period of not more than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract
or statute or unless provided otherwise pursuant to formal policy adopted from time to time by the Company and issued and promulgated
to employees in writing. In the case of any employee on an approved leave of absence, the Committee may make such provisions respecting
suspension of vesting of the Award while on leave from the employ of the Company or a Parent or Subsidiary of the Company as it
may deem appropriate, except that in no event may an Award be exercised after the expiration of the term set forth in the applicable
Award Agreement. In the event of military leave, if required by applicable laws, vesting shall continue for the longest period
that vesting continues under any other statutory or Company approved leave of absence and, upon a Participant’s returning
from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services
Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Awards to the same extent as
would have applied had the Participant continued to provide services to the Company throughout the leave on the same terms as
he or she was providing services immediately prior to such leave. An employee shall have terminated employment as of the date
he or she ceases to be employed (regardless of whether the termination is in breach of local laws or is later found to be invalid)
and employment shall not be extended by any notice period or garden leave mandated by local law. The Committee will have sole
discretion to determine whether a Participant has ceased to provide services for purposes of the Plan and the effective date on
which the Participant ceased to provide services (the “Termination Date”).


  


“Unvested
Shares” means Shares that have not yet vested or are subject to a right of repurchase in favor of the Company (or any successor
thereto).