Exhibit 10.3


 


APOLLO MEDICAL HOLDINGS, INC.


 


2015 EQUITY INCENTIVE PLAN


 


1. Purpose, History and Effective
Date.


 


(a) Purpose.
The Apollo Medical Holdings, Inc. 2015 Equity Incentive Plan has two complementary purposes: (i) to attract and retain outstanding
individuals to serve as officers, employees, directors or consultants and (ii) to increase stockholder value. The Plan will provide
participant incentives to increase stockholder value by offering the opportunity to acquire shares of the Company's common stock
or receive monetary payments based on the value of such common stock on the potentially favorable terms that this Plan provides.


 


(b) History.
Prior to the effective date of this Plan, the Company had in effect the 2010 Plan and the 2013 Plan, which were originally effective
March 4, 2010 and April 30, 2013, respectively. Upon adoption of this Plan by the Board, no new awards will be granted under the
2013 Plan. No awards have been granted under the 2010 Plan since the effectiveness of the 2013 Plan.


 


(c) Effective
Date. This Plan will become effective, and Awards may be granted under this Plan, on and after the Effective Date; provided,
however, that prior to approval of this Plan by the Company's stockholders, but after adoption by the Board, Incentive Stock Options
may be granted under this Plan subject to obtaining the stockholders' approval of this Plan; and provided, further, that such
stockholder approval must occur no later than 12 months after the date of adoption of this Plan by the Board. This Plan will terminate
as provided in Section 14.


 


2. Definitions. Capitalized
terms used in this Plan have the following meanings:


 


(a) "2010" Plan means
the Apollo Medical Holdings, Inc. 2010 Equity Incentive Plan.


 


(b) "2013 Plan" means
the Apollo Medical Holdings, Inc. 2013 Equity Incentive Plan.


 


(c) "Affiliate"
has the meaning ascribed to such term in Rule 12b-2 promulgated under the Exchange Act or any successor rule or regulation thereto.


 


(d) "Award"
means a grant of Options, Stock Appreciation Rights, Performance Shares, Performance Units, Restricted Stock, Restricted Stock
Units or Dividend Equivalent Units.


 


(e) "Award
Agreement" means a written agreement, contract, or other instrument or document evidencing the grant of an Award in such
form as the Committee determines.


 


(f) "Board" means the
Board of Directors of the Company.


 




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(g) "Change of
Control" means the occurrence of any one of the following events:


 


(i) the
consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if
more than fifty percent (50%) of the combined voting power of the continuing or surviving entity's securities outstanding immediately
after such merger, consolidation or other reorganization is owned by Persons who were not stockholders of the Company immediately
prior to such merger, consolidation or other reorganization;


 


(ii) the
sale, transfer or other disposition of all or substantially all of the Company's assets;


 


(iii) a
change in the composition of the Board, as a result of which fewer than fifty percent (50%) of the incumbent directors are directors
who either (A) had been directors of the Company on the date twenty-four (24) months prior to the date of the event that may constitute
a Change of Control (the "original directors") or (B) were elected, or nominated for election, to the Board with the
affirmative votes of at least a majority of the aggregate of the original directors who were still in office at the time of the
election or nomination and the directors whose election or nomination was previously so approved; or


 


(iv) any
transaction as a result of which any Person is the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing at least fifty percent (50%) of the total voting power represented
by the Company's then outstanding voting securities. For purposes of this paragraph (iv), the term "Person" shall exclude
(A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a Subsidiary and (B) a corporation
owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the
common stock of the Company.


 


A transaction shall
not constitute a Change of Control if its sole purpose is to change the state of the Company's incorporation or to create a holding
company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately
before such transaction.


 


Notwithstanding anything
herein contained to the contrary, with respect to an Award that is or may be considered deferred compensation subject to Code
Section 409A, the definition of "Change of Control" herein shall be amended and interpreted in a manner that allows
the definition to satisfy the requirements of a change of control under Code Section 409A solely for purposes of complying with
the requirements of Code Section 409A.


 




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(h) "Code"
means the Internal Revenue Code of 1986, as amended. Any reference to a specific provision of the Code includes any successor
provision and the regulations promulgated under such provision.


 


(i) "Committee"
means the Compensation Committee of the Board (or a successor committee with the same or similar authority), except as otherwise
provided in Section 3(b).


 


(j) "Company"
means Apollo Medical Holdings, Inc., a Delaware corporation, or any successor thereto.


 


(k) "Director"
means a member of the Board, and "Non-Employee Director" means a Director who is not also an employee of the Company
or its Subsidiaries.


 


(l) "Disability"
has the meaning ascribed to the term in Code Section 22(e)(3), as determined by the Committee.


 


(m) "Disinterested
Persons" means the "non-employee directors" of the Company as such term is defined in Rule 16b-3.


 


(n) "Dividend
Equivalent Unit" means the right to receive a payment equal to the cash dividends paid with respect to a Share.


 


(o) "Effective
Date" means the earlier to occur of the date this Plan is (i) adopted by the Board or (ii) approved by the Company's stockholders.


 


(p) "Exchange
Act" means the Securities Exchange Act of 1934, as amended. Any reference to a specific provision of the Exchange Act includes
any successor provision and the regulations and rules promulgated under such provision.


 


(q) "Fair Market
Value" means, per Share on a particular date, (i) if the Stock is listed for trading on the New York Stock Exchange, the
last reported sales price on the date in question as reported in The Wall Street Journal, or if no sales of Stock occur on the
date in question, on the last preceding date on which there was a sale on such exchange; or (ii) if the Stock is not listed or
admitted to trading on the New York Stock Exchange, the last reported sales price on the date in question on the principal national
securities exchange on which the Stock is listed or admitted to trading, or if no sales of Stock occur on the date in question,
on the last preceding date on which there was a sale on such exchange; or (iii) if the Stock is not listed or admitted to trading
on any national securities exchange, the last sales price on the date in question in the over-the-counter market reported by such
reporting system as is then in use, or if no sales of Stock occur on the date in question, on the last preceding date on which
there was a sale; or (iv) if on any such date the Stock is not reported on any such system, the last sales price on the date in
question as furnished by a professional market making a market in the Stock selected by the Board for the date in question, or
if no sales of Stock occur on the date in question, on the last preceding date on which there was a sale; or (v) if on any such
date no market maker is making a market in the Stock, the price as determined in good faith by the Committee.


 




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(r) "Incentive
Stock Option" means an Option that meets the requirements of Code Section 422.


 


(s) "Option"
means the right to purchase Shares at a specified price during a specified period of time.


 


(t) "Participant"
means an individual (or a wholly-owned entity of such individual) selected by the Committee to receive an Award, and includes
any individual who holds an Award after the death of the original recipient.


 


(u) "Performance
Goals" means any goals the Committee establishes that relate to one or more of the following for such period as the Committee
specifies:


 


(i) Revenue;


 


(ii)  Earnings before interest,
taxes, depreciation and amortization, as adjusted (EBITDA as adjusted);


 


(iii) Income before income taxes
and minority interests;


 


(iv) Operating income;


 


(v)  Pre- or after-tax income;


 


(vi) Average accounts receivable;


 


(vii)  Cash flow;


 


(viii) Cash flow per share;


 


(ix)  Net earnings;


 


(x) Basic or diluted earnings
per share;


 


(xi)  Return on equity;


 


(xii) Return on assets;


 


(xiii)  Return on capital;


 


(xiv) Growth in assets;


 


(xv)  Economic value added;


 


(xvi) Share price performance;


 




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(xvii)  Total stockholder
return;


 


(xviii) Improvement or attainment
of expense levels;


 


(xix)  Market share or market
penetration; or


 


(xx) Business expansion, and/or
acquisitions or divestitures.


 


The Committee may
specify at the time an Award is made that the Performance Goals are to be measured for an individual, the Company, for the Company
on a consolidated basis, for any one or more Affiliates or divisions of the Company and/or for any other business unit or units
of the Company, and/or that the Performance Goals are to be measured either in absolute terms or relative to the performance of
one or more comparable companies or an index covering multiple companies. In the case of Awards that the Committee determines
will not be considered "performance based compensation" under Code Section 162(m), the Committee may establish other
Performance Goals not listed in this Plan.


 


(v) "Performance
Shares" means the right to receive Shares to the extent Performance Goals are achieved.


 


(w) "Performance
Units" means the right to receive a payment, based on a number of units with a specified value, to the extent Performance
Goals are achieved.


 


(x) "Person"
has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 14(d) and 15(d) thereof.


 


(y) "Plan"
means this Apollo Medical Holdings, Inc. 2015 Equity Incentive Plan, as may be amended from time to time.


 


(z) "Restricted
Stock" means Shares that are subject to a risk of forfeiture and/or restrictions on transfer, which may lapse upon the achievement
or partial achievement of Performance Goals and/or upon the completion of a period of service.


 


(aa) "Restricted
Stock Unit" means the right to receive a payment which right may vest upon the achievement or partial achievement of Performance
Goals and/or upon the completion of a period of service, with each unit having a value equal to the Fair Market Value of one or
more Shares, or the average of the Fair Market Value of one or more Shares over such period as the Committee specifies.


 


(bb) "Retirement"
means, unless the Committee determines otherwise in an Award Agreement, termination of employment from the Company and its Affiliates
on or after age 65 with five (5) years of continuous service with the Company and its Affiliates.


 


(cc) "Rule 16b-3"
means Rule 16b-3 as promulgated by the United States Securities and Exchange Commission under the Exchange Act.


 




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(dd) "Section
16 Participants" means Participants who are subject to the provisions of Section 16 of the Exchange Act.


 


(ee) "Share"
means a share of Stock.


 


(ff) "Stock"
means the Class A common stock of the Company.


 


(gg) "Stock
Appreciation Right" or "SAR" means the right to receive a payment equal to the appreciation of the Fair Market
Value of a Share during a specified period of time.


 


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


 


3. Administration.


 


(a) Committee
Administration. In addition to the authority specifically granted to the Committee in this Plan, the Committee has full discretionary
authority to administer this Plan, including but not limited to the authority to (i) interpret the provisions of this Plan, (ii)
prescribe, amend and rescind rules and regulations relating to this Plan, (iii) correct any defect, supply any omission, or reconcile
any inconsistency in the Plan, any Award or Award Agreement in the manner and to the extent it deems desirable to carry this Plan,
such Award or such Award Agreement into effect and (iv) make all other determinations necessary or advisable for the administration
of this Plan. All decisions, interpretations and other actions of the Committee shall be final and binding on all Participants
and any other individual with a right under the Plan or under any Award.


 


(b) Delegation
to Other Committees or CEO. To the extent applicable law permits, the Board may delegate to another committee of the Board,
or the Committee may delegate to a subcommittee or to the Chief Executive Officer of the Company, any or all of the authority
and responsibility of the Committee; provided, however, that no such delegation shall be permitted with respect to Awards made
to Section 16 Participants. The Board may retain any or all of the authority and responsibility of the Committee, or may delegate
to another committee or subcommittee of the Board consisting solely of two or more Disinterested Persons any or all of the authority
and responsibility of the Committee, with respect to Section 16 Participants. If the Board or Committee has retained such authority
or made such a delegation, then all references to the Committee in this Plan include the Board, such other committee, subcommittee
or the Chief Executive Officer to the extent of such retained authority or delegation.


 




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(c) Indemnification.
In addition to such other rights of indemnification as they may have as members of the Board or the Committee, the members of
the Board and the Committee shall be indemnified by the Company against all costs and expenses reasonably incurred by them in
connection with any action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure
to act under or in connection with the Plan or any Award, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, except a judgment based upon a finding of bad faith; provided that upon the institution
of any such action, suit or proceeding a Committee or Board member shall, in writing, give the Company notice thereof and an opportunity,
at its own expense, to handle and defend the same before such Committee or Board member undertakes to handle and defend it on
such member's own behalf.


 


4. Eligibility. The Committee
may designate any of the following as a Participant from time to time: (i) any officer or other employee of the Company or any
of its Affiliates; (ii) an individual that the Company or an Affiliate has engaged to become an officer or other employee; (iii)
a Non-Employee Director' or (iv) a consultant or advisor who provides bona fide services that are not in connection with the offer
or sale of securities in a capital raising transaction, and does not directly or indirectly promote or maintain a market for the
Company's securities to the Company or an Affiliate as an independent contractor. The Committee's designation of a Participant
in any year will not require the Committee to designate such person to receive an Award in any other year. Notwithstanding the
foregoing, each Non-Employee Director automatically will be a Participant with respect to elections to receive Options in lieu
of directors' fees pursuant to Section 12.


 


5. Types of Awards. Subject
to the terms of this Plan, the Committee may grant any type of Award to any Participant it selects, but only employees of the
Company or a Subsidiary may receive grants of Incentive Stock Options. Awards may be granted alone or in addition to, in tandem
with, or in substitution for any other Award (or any other award granted under another plan of the Company or any Affiliate).
Awards granted under the Plan shall be evidenced by an Award Agreement except to the extent the Committee provides otherwise.


 


6. Shares Reserved under this
Plan.


 


(a) Plan
Reserve. Subject to adjustment as provided in Section 16, an aggregate of 1,500,000 Shares, plus the number of Shares described
in Section 6(c), are reserved for issuance under this Plan. The number of Shares reserved for issuance under this Plan shall be
reduced only by the number of Shares delivered in payment or settlement of Awards. Notwithstanding the foregoing, the Company
may issue only 1,500,000 Shares upon the exercise of Incentive Stock Options.


 


(b) Replenishment
of Shares Under this Plan. If an Award lapses, expires, terminates or is cancelled without the issuance of Shares under the
Award, or if Shares are forfeited under an Award, then the Shares subject to such Award may again be used for new Awards under
this Plan under Section 6(a), including issuance upon the exercise of Incentive Stock Options. If Shares are issued under any
Award and the Company subsequently reacquires them pursuant to rights reserved upon the issuance of the Shares, or if previously
owned Shares are delivered to the Company in payment of the exercise price of an Award or the withholding taxes due as a result
of the issuance or receipt of a payment or Shares under an Award, then such Shares may again be used for new Awards under this
Plan under Section 6(a), but such Shares may not be issued upon the exercise of Incentive Stock Options.


 




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(c) Addition of
Shares from Predecessor Plan. After the Effective Date, if any Shares subject to awards granted under the 2010 Plan or 2013
Plan would again become available for new grants under the terms of such plan, then those Shares will be available for the purpose
of granting Awards under this Plan, thereby increasing the number of Shares available for issuance under this Plan as determined
under the first sentence of Section 6(a), including with respect to the exercise of Incentive Stock Options. Any such Shares will
not be available for future awards under the respective terms of the 2010 Plan and 2013 Plan after the Effective Date.


 


(d) Participant
Limitations. Subject to adjustment as provided in Section 16, with respect to Awards that are intended to qualify as "performance-based
compensation" under Code Section 162(m), no Participant may be granted Awards that could result in such Participant:


 


(i) receiving
in any calendar year Options for, and/or Stock Appreciation Rights with respect to, more than 500,000 Shares (reduced, in the
initial calendar year in which this Plan is effective, by the number of options granted to a Participant under the 2010 Plan and/or
2013 Plan in such year, if any), except that Options and/or Stock Appreciation Rights granted to a new employee in the calendar
year in which his or her employment commences may not relate to more than 1,000,000 Shares;


 


(ii)  receiving
in any calendar year Awards of Restricted Stock and/or Restricted Stock Units relating to more than 500,000 Shares;


 


(iii) receiving
in any calendar year Awards of Performance Shares, and/or Awards of Performance Units (the value of which is based on the Fair
Market Value of a Share), for more than 500,000 Shares; or


 


(iv) receiving
in any calendar year Awards of Performance Units (the value of which is not based on the Fair Market Value of a Share) that could
result in a payment of more than $500,000.


 


With respect to Awards
that are not intended to meet the requirements of performance- based compensation under Code Section 162(m), the Committee may
grant Awards in excess of the limits described in this subsection (d), but only if such discretion would not cause Awards that
are intended to be performance-based compensation under Code Section 162(m) from being treated as such.


 




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7. Options. Subject to
the terms of this Plan, the Committee shall determine all terms and conditions of each Option, including but not limited to:


 


(a) Whether
the Option is an Incentive Stock Option, or a "nonqualified stock option" which does not meet the requirements of Code
Section 422; provided that Incentive Stock Options may only be granted to individuals and that in the case of an Incentive Stock
Option, if the aggregate Fair Market Value (determined at the time of grant) of the Shares with respect to which all Incentive
Stock Options are first exercisable by the Participant during any calendar year (under this Plan and under all other incentive
stock option plans of the Company or any Affiliate that is required to be included under Code Section 422) exceeds $100,000, such
Option automatically shall be treated as a nonqualified stock option to the extent this limit is exceeded.


 


(b) The number
of Shares subject to the Option.


 


(c) The exercise
price per Share, which may not be less than the Fair Market Value of a Share as determined on the date of grant; provided that
(i) no Incentive Stock Option shall be granted to any employee who, at the time the Option is granted, owns (directly or indirectly,
within the meaning of Code Section 424(d)) more than ten percent of the total combined voting power of all classes of stock of
the Company or of any Subsidiary unless the exercise price is at least 110 percent of the Fair Market Value of a Share on the
date of grant; and (ii) the exercise price may vary during the term of the Option if the Committee determines that there should
be adjustments to the exercise price relating to achievement of Performance Goals and/or to changes in an index or indices that
the Committee determines is appropriate (but in no event may the exercise price per Share be less than the Fair Market Value of
a Share as determined on the date of grant).


 


(d) The terms
and conditions of exercise, which may include a requirement that exercise of the Option is conditioned upon achievement of one
or more Performance Goals or may provide for an acceleration of the exercisability upon the Participant's death, Disability or
Retirement.


 


(e) The termination
date, except that each Option must terminate no later than the tenth (10th) anniversary of the date of grant, and each Incentive
Stock Option granted to any employee who, at the time the Option is granted, owns (directly or indirectly, within the meaning
of Code Section 424(d)) more than ten percent (10%) of the total combined voting power of all classes of stock of the Company
or of any Subsidiary must terminate no later than the fifth (5th) anniversary of the date of grant. Notwithstanding the foregoing,
the Committee may extend the term of an Option for up to six (6) months beyond the tenth (10th) anniversary of the date of grant
in the event a Participant dies prior to the Option's termination date.


 


(f) The exercise
period following a Participant's termination of employment or service. In all other respects, the terms of any Incentive Stock
Option should comply with the provisions of Code Section 422 except to the extent the Committee determines otherwise.


 




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(g) Notwithstanding
anything contained in this Plan to the contrary, the Board as a whole shall pre-approve each option grant to Non-Employee Directors.


 


8. Stock Appreciation Rights.
Subject to the terms of this Plan, the Committee shall determine all terms and conditions of each SAR, including but not limited
to:


 


(a) Whether
the SAR is granted independently of an Option or relates to an Option; provided that if an SAR is granted in relation to an Option,
then unless otherwise determined by the Committee, the SAR shall be exercisable or shall mature at the same time or times, on
the same conditions and to the extent and in the proportion, that the related Option is exercisable and may be exercised or mature
for all or part of the Shares subject to the related Option. Upon exercise of any number of SARs, the number of Shares subject
to the related Option shall be reduced accordingly and such Option may not be exercised with respect to that number of Shares.
The exercise of any number of Options that relate to an SAR shall likewise result in an equivalent reduction in the number of
Shares covered by the related SAR.


 


(b) The number of Shares to which
the SAR relates.


 


(c) The grant
price, provided that the grant price shall not be less than the Fair Market Value of the Shares subject to the SAR as determined
on the date of grant.


 


(d) The terms
and conditions of exercise or maturity, which may include a provision that accelerates the exercisability of the SAR upon the
Participant's death, Disability or Retirement. Notwithstanding the foregoing, unless the Committee determines otherwise in the
Award Agreement, if on the date when the SAR expires or otherwise terminates, the grant price for the SAR is less than the Fair
Market Value of a Share, then the unexercised portion of the SAR that was exercisable immediately prior to such date shall automatically
be deemed exercised.


 


(e) The term,
provided that an SAR must terminate no later than 10 years after the date of grant. Notwithstanding the foregoing, the Committee
may extend the term of an SAR for up to six (6) months beyond the tenth (10th) anniversary of the date of grant in the event a
Participant dies prior to the SAR's termination date.


 


(f) Whether the SAR will be settled
in cash, Shares or a combination thereof.


 


(g) Notwithstanding
anything contained in this Plan to the contrary, the Board as a whole shall pre-approve each SAR grant to Non-Employee Directors.


 


9. Performance Awards.
Subject to the terms of this Plan, the Committee shall determine all terms and conditions of each award of Performance Shares
or Performance Units, including but not limited to:


 


(a) The number
of Shares and/or units to which such Award relates, and with respect to Performance Units, whether the value of each unit will
be based on the Fair Market Value of one or more Shares, the average of the Fair Market Value of one or more Shares over such
period as the Committee specifies, or such other value as the Committee specifies in the Award Agreement.


 




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(b) One or
more Performance Goals that must be achieved during such period as the Committee specifies in order for the Participant to realize
the benefit of such Award.


 


(c) Whether
all or a portion of the Performance Goals subject to an Award are deemed achieved upon a Participant's death, Disability or Retirement.


 


(d) With respect
to Performance Units, whether to settle such Award in cash, Shares, or a combination of cash and Shares.


 


(e) Notwithstanding
anything contained in this Plan to the contrary, the Board as a whole shall pre-approve each Award grant under this Section 9
to Non-Employee Directors.


 


Unless otherwise
provided by the Committee, a Participant shall not be entitled to and shall agree to waive or otherwise surrender any rights to
receive dividends or dividend equivalents paid with respect to Performance Shares or Performance Units valued in Shares until
after the Performance Shares or Performance Units have been earned.


 


10. Restricted Stock and Restricted
Stock Unit Awards.


 


Subject to
the terms of this Plan, the Committee shall determine all terms and conditions of each award of Restricted Stock or Restricted
Stock Units, including but not limited to:


 


(a) The number of Shares and/or
units to which such Award relates.


 


(b) The period
of time over which the restrictions imposed on Restricted Stock will lapse and the vesting of Restricted Stock Units will occur,
and whether, as a condition for the Participant to realize all or a portion of the benefit provided under the Award, one or more
Performance Goals must be achieved during such period as the Committee specifies; provided that, subject to the provisions of
Section 10(c), an Award that is subject to the achievement of Performance Goals must have a restriction or vesting period of at
least one year, and an Award that is not subject to Performance Goals must have a restriction or vesting period of at least three
years. Notwithstanding the foregoing, if the Committee determines in its sole discretion that an Award of Restricted Stock or
Restricted Stock Units is granted to a Participant in lieu of cash compensation (including without limitation bonus cash compensation),
the Committee may impose such restriction or vesting period on such Award as it determines.


 


(c) Whether
all or any portion of the restrictions or vesting schedule imposed on the Award will lapse or be accelerated upon a Participant's
death, Disability or Retirement.


 


(d) With respect
to Restricted Stock Units, whether to settle such Awards in cash, Shares, or a combination of cash and Shares.


 




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(e) With respect
to Restricted Stock, the manner of registration of certificates for such Shares, and whether to hold such Shares in escrow pending
lapse of the restrictions or to issue such Shares with an appropriate legend referring to such restrictions.


 


(f) Whether
dividends paid with respect to an Award of Restricted Stock will be immediately paid or held in escrow or otherwise deferred and
whether such dividends shall be subject to the same terms and conditions as the Award to which they relate.


 


(g) Notwithstanding
anything contained in this Plan to the contrary, the Board as a whole shall pre-approve each grant under this Section 10 to Non-Employee
Directors.


 


11.  Dividend Equivalent
Units. Subject to the terms and conditions of this Plan, the Committee shall determine all terms and conditions of each award
of Dividend Equivalent Units, including but not limited to whether such Award will be granted in tandem with another Award, and
the form, timing and conditions of payment.


 


12.  Payment of Directors'
Fees in Options. Subject to such restrictions as may be imposed by the Board, a Non-Employee Director may elect to receive
all or any portion of his or her annual cash retainer payment from the Company in the form of Options. The number of Options granted
as a result of such election shall be determined by multiplying the amount of foregone cash compensation by four (4), and dividing
such product by the Fair Market Value of a Share on the date the cash compensation would have otherwise been paid to the Non-Employee
Director.


Such Options shall be issued under
and subject to the terms of this Plan. An election under this Section 12 shall be filed with the Company on such form and in such
manner as the Board determines. The Board as a whole shall pre-approve each option grant under this Section 12.


 


13.  Transferability.
Awards are not transferable other than by will or the laws of descent and distribution, unless and to the extent the Committee
allows a Participant to: (a) designate in writing a beneficiary to exercise the Award after the Participant's death; or (b) transfer
an Award.


 


14.  Termination and Amendment
of Plan; Amendment, Modification or Cancellation of Awards.


 


(a) Term
of Plan. This Plan will terminate on the tenth anniversary of the Effective Date unless the Board or Committee earlier terminates
this Plan pursuant to Section 14(b).


 


(b) Termination
and Amendment. The Board or the Committee may amend, suspend or terminate this Plan at any time, subject to the following
limitations:


 


(i) the Board
must approve any amendment, suspension or termination of this Plan to the extent the Company determines such approval is required
by: (A) action of the Board, (B) applicable corporate law, (C) the listing requirements of any principal securities exchange or
market on which the Shares are then traded, or (D) any other applicable law;


 




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(ii)  stockholders
must approve any amendment of this Plan to the extent the Company determines such approval is required by: (A) Section 16 of the
Exchange Act, (B) the Code, (C) the listing requirements of any principal securities exchange or market on which the Shares are
then traded, or (D) any other applicable law; and


 


(iii) stockholders
must approve any of the following Plan amendments: (A) an amendment to materially increase any number of Shares specified in Section
6(a) or 6(d) (except as permitted by Section 16); or (B) an amendment to the provisions of Section 14(e).


 


(c) Amendment,
Modification or Cancellation of Awards. Except as provided in Section 14(e) and subject to the requirements of this Plan,
the Committee may modify or amend any Award or waive any restrictions or conditions applicable to any Award or the exercise of
the Award, and the terms and conditions applicable to any Awards may at any time be amended, modified or canceled by mutual agreement
between the Committee and the Participant, so long as any amendment or modification does not increase the number of Shares issuable
under this Plan (except as permitted by Section 16), but the Committee need not obtain Participant (or other interested party)
consent for the cancellation of an Award pursuant to the provisions of Section 16(a) or the modification of an Award to the extent
deemed necessary to comply with any applicable law or the listing requirements of any principal securities exchange or market
on which the Shares are then traded, or to preserve favorable accounting treatment of any Award for the Company.


 


(d) Survival
of Authority and Awards. Notwithstanding the foregoing, the authority of the Board and the Committee under this Section 14
will extend beyond the date of this Plan's termination. In addition, termination of this Plan will not affect the rights of Participants
with respect to Awards previously granted to them, and all unexpired Awards will continue in force and effect after termination
of this Plan except as they may lapse or be terminated by their own terms and conditions.


 


(e) Repricing
and Backdating Prohibited. Notwithstanding anything in this Plan to the contrary, and except for the adjustments provided
in Section 16, neither the Committee nor any other person may decrease the exercise or grant price for any outstanding Option
or SAR after the date of grant, cancel an outstanding Option or SAR in exchange for cash or other Awards (other than cash or other
Awards with a value equal to the excess of the Fair Market Value of the Shares subject to such Option or SAR at the time of cancellation
over the exercise or grant price for such Shares) or allow a Participant to surrender an outstanding Option or SAR to the Company
as consideration for the grant of a new Option or SAR with a lower exercise price. In addition, the Committee may not make a grant
of an Option or SAR with a grant date that is effective prior to the date the Committee takes action to approve such Award.


 




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(f) Foreign
Participation. To assure the viability of Awards granted to Participants employed in foreign countries, the Committee may
provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy
or custom. Moreover, the Committee may approve such supplements to, or amendments, restatements or alternative versions of, this
Plan as it determines is necessary or appropriate for such purposes. Any such amendment, restatement or alternative versions that
the Committee approves for purposes of using this Plan in a foreign country will not affect the terms of this Plan for any other
country. In addition, all such supplements, amendments, restatements or alternative versions must comply with the provisions of
Section 14(b)(ii).


 


(g) Recoupment.
Any Awards granted pursuant to the Plan, and any Stock issued or cash paid pursuant to an Award, shall be subject to (A) any recoupment,
clawback, equity holding, stock ownership or similar policies adopted by the Company from time to time and (B) any recoupment,
clawback, equity holding, stock ownership or similar requirements made applicable by law, regulation or listing standards to the
Company from time to time.


 


15. Taxes.


 


(a) Withholding
Right. The Company is entitled to withhold the amount of any tax attributable to any amount payable or Shares deliverable
under this Plan after giving the person entitled to receive such amount or Shares notice as far in advance as practicable, and
the Company may defer making payment or delivery if any such tax may be pending unless and until indemnified to its satisfaction.


 


(b) Use
of Shares to Satisfy Tax Withholding. A Participant shall have the right to satisfy all or a portion of the federal, state
and local withholding tax obligations arising in connection with an Award by electing to (i) have the Company withhold Shares
otherwise issuable under the Award, (ii) tender back Shares received in connection with such Award or (iii) deliver other previously
owned Shares, in each case having a Fair Market Value equal to the amount to be withheld. However, the amount to be withheld may
not exceed the total minimum federal, state and local tax withholding obligations associated with the transaction to the extent
required to avoid an expense on the Company's financial statements. The election must be made on or before the date as of which
the amount of tax to be withheld is determined and otherwise as the Committee requires.


 


(c) No
Guarantee of Tax Treatment. Notwithstanding any provision of the Plan to the contrary, the Company does not guarantee to any
Participant or any other person with an interest in an Award that (i) any Award intended to be exempt from Code Section 409A shall
be so exempt, (ii) any Award intended to comply with Code Section 409A or Code Section 422 shall so comply, or (iii) any Award
shall otherwise receive a specific tax treatment under any other applicable tax law, nor in any such case will the Company or
any Affiliate be obligated to indemnify, defend or hold harmless any individual with respect to the tax consequences of any Award.


 




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(d) Participant
Responsibility. If a Participant shall dispose of Stock acquired through exercise of an Incentive Stock Option within either
(i) two years after the date the Option is granted or (ii) one year after the date the Option is exercised (i.e., in a disqualifying
disposition), such Participant shall notify the Company within seven days of the date of such disqualifying disposition.


 


16. Adjustment Provisions;
Change of Control.


 


(a) Adjustment
of Shares. If the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, other
securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights
to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such
that the Committee determines an adjustment to be appropriate to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under this Plan, then, subject to Participants' rights under Section 16(c), the Committee
shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares subject to this Plan (including
the number and type of Shares described in Sections 6(a) and 6(d)), and which may after the event be made the subject of Awards
under this Plan, (ii) the number and type of Shares subject to outstanding Awards, and (iii) the grant, purchase, or exercise
price with respect to any Award. In any such case, the Committee may also (or in lieu of the foregoing) make provision for a cash
payment to the holder of an outstanding Award in exchange for the cancellation of all or a portion of the Award (without the consent
of the holder of an Award) in an amount determined by the Committee effective at such time as the Committee specifies (which may
be the time such transaction or event is effective), but if such transaction or event constitutes a Change of Control, then (A)
such payment shall be at least as favorable to the holder as the amount the holder could have received in respect of such Award
under Section 16(c) and (b) from and after the Change of Control, the Committee may make such a provision only if the Committee
determines that doing so is necessary to substitute, for each Share then subject to an Award, the number and kind of shares of
stock, other securities, cash or other property to which holders of Stock are or will be entitled in respect of each Share pursuant
to the transaction or event in accordance with the last sentence of this subsection (a). However, in each case, with respect to
Awards of Incentive Stock Options, no such adjustment may be authorized to the extent that such authority would cause this Plan
to violate Code Section 422(b). Further, the number of Shares subject to any Award payable or denominated in Shares must always
be a whole number. Without limitation, subject to Participants' rights under Section 16(c), in the event of any reorganization,
merger, consolidation, combination or other similar corporate transaction or event, whether or not constituting a Change of Control
(other than any such transaction in which the Company is the continuing corporation and in which the outstanding Stock is not
being converted into or exchanged for different securities, cash or other property, or any combination thereof), the Committee
may substitute, on an equitable basis as the Committee determines, for each Share then subject to an Award, the number and kind
of shares of stock, other securities, cash or other property to which holders of Stock are or will be entitled in respect of each
Share pursuant to the transaction.


 




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(b) Issuance
or Assumption. Notwithstanding any other provision of this Plan, and without affecting the number of Shares otherwise reserved
or available under this Plan, in connection with any merger, consolidation, acquisition of property or stock, or reorganization,
the Committee may authorize the issuance of substitute awards or assumption of awards under this Plan by another party to any
such merger, consolidation, acquisition or reorganization upon such terms and conditions as it may deem appropriate.


 


(c) Change of Control.


 


(i) The Committee
may specify, either in an Award Agreement or at the time of a Change of Control, whether an outstanding Award shall become vested
and/or payable, in whole or in part, as a result of a Change of Control.


 


(ii)  If,
in connection with the Change of Control, the Options and SARs issued under the Plan are not assumed, or if substitute Options
and SARs are not issued by the successor or Affiliate thereof in the Change of Control transaction, or if the assumed or substituted
awards fail to contain similar terms and conditions as the Award prior to the Change of Control or fail to preserve, to the extent
applicable, the benefit to be provided to the Participant as of the date of the Change of Control, including but not limited to
the right of the Participant to receive shares upon exercise of the Option or SAR that are registered for sale to the public pursuant
to an effective registration statement filed with the U.S. Securities and Exchange Commission, then (1) each holder of an Option
or SAR that is outstanding as of the date of the Change of Control who is an employee of the Company or any Subsidiary shall have
the right, and (2) the Committee, in its sole discretion, may grant to a holder of an Option or SAR that is outstanding as of
the date of the Change of Control who is not an employee of the Company or any Subsidiary the right, exercisable by written notice
to the Company (or its successor in the Change of Control transaction) within 30 days after the Change of Control (but not beyond
the Option's or SAR's expiration date), to receive, in exchange for the surrender of the Option or SAR, an amount of cash equal
to the excess of the greater of the Fair Market Value of the Shares determined on the Change of Control date or the Fair Market
Value of the Shares on the date of surrender covered by the Option or SAR (to the extent vested and not yet exercised) that is
so surrendered over the purchase or grant price of such Shares under the Award. If the Committee so determines prior to the Change
of Control, any such Option or SAR that is not exercised or surrendered prior to the end of such 30- day period will be cancelled.


 




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(iii) If,
in connection with the Change of Control, the Shares issued to a Participant as a result of the accelerated vesting or payment
of a Restricted Stock Award, Performance Share Award, Restricted Stock Unit Award, Performance Unit Award or Dividend Equivalent
Award under this subsection (c) are not registered for sale to the public pursuant to an effective registration statement filed
with the U.S. Securities and Exchange Commission, then each holder of such Shares shall have the right, exercisable by written
notice to the Company (or its successor in the Change of Control transaction) within 30 days after the Change of Control, to receive,
in exchange for the surrender of such Shares an amount of cash equal to the greater of the Fair Market Value of a Share on the
Change of Control date or the Fair Market Value of such Share on the date of surrender.


 


The provisions of
Sections 16(c)(ii) and (iii) shall govern the treatment of awards made under the 2010 Plan and 2013 Plan in the event of a Change
of Control, and the 2010 Plan and 2013 Plan are each deemed amended accordingly.


 


(d) Parachute Payment
Limitation.


 


(i) Scope of Limitation.
This Section 16(d) shall apply to an Award only if:


 


(A)  the
independent auditors most recently selected by the Board (the "Auditors") determine that the after-tax value of such
Award to the Participant, taking into account the effect of all federal, state and local income taxes, employment taxes and excise
taxes applicable to the Participant (including the excise tax under Code Section 4999), will be greater after the application
of this Section 16(d) than it was before the application of this Section 16(d); or


 


(B)  the
Committee, at the time of making an Award under the Plan or at any time thereafter, specifies in writing that such Award shall
be subject to this Section 16(d) (regardless of the after-tax value of such Award to the Participant).


 


If this
Section 16(d) applies to an Award, it shall supersede any contrary provision of the Plan or of any Award granted under the Plan.


 


(ii)  Basic
Rule. Except as may be set forth in a written agreement by and between the Company and the holder of an Award, in the event
that the Auditors determine that any payment or transfer by the Company under the Plan to or for the benefit of a Participant
(a "Payment") would be nondeductible by the Company for federal income tax purposes because of the provisions concerning
"excess parachute payments" in Code Section 280G, then the aggregate present value of all Payments shall be reduced
(but not below zero) to the Reduced Amount. For purposes of this Section 16(d), the "Reduced Amount" shall be the amount,
expressed as a present value, which maximizes the aggregate present value of the Payments without causing any Payment to be nondeductible
by the Company because of Code Section 280G.


 




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(iii) Reduction
of Payments. If the Auditors determine that any Payment would be nondeductible by the Company because of Code Section 280G,
then the Company shall promptly give the Participant notice to that effect and a copy of the detailed calculation thereof and
of the Reduced Amount, and the Participant may then elect, in his or her sole discretion, which and how much of the Payments shall
be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount)
and shall advise the Company in writing of his or her election within ten (10) days of receipt of notice. If no such election
is made by the Participant within such ten (10) day period, then the Company may elect which and how much of the Payments shall
be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount)
and shall notify the Participant promptly of such election. For purposes of this Section 16(d), present value shall be determined
in accordance with Code Section 280G(d)(4). All determinations made by the Auditors under this Section 16(d) shall be binding
upon the Company and the Participant and shall be made within sixty (60) days of the date when a Payment becomes payable or transferable.
As promptly as practicable following such determination and the elections hereunder, the Company shall pay or transfer to or for
the benefit of the Participant such amounts as are then due to him or her under the Plan and shall promptly pay or transfer to
or for the benefit of the Participant in the future such amounts as become due to him or her under the Plan.


 


(iv) Overpayments
and Underpayments. As a result of uncertainty in the application of Code Section 280G at the time of an initial determination
by the Auditors hereunder, it is possible that Payments will have been made by the Company that should not have been made (an
"Overpayment") or that additional Payments that will not have been made by the Company could have been made (an "Underpayment"),
consistent in each case with the calculation of the Reduced Amount hereunder. In the event that the Auditors, based upon the assertion
of a deficiency by the Internal Revenue Service against the Company or the Participant that the Auditors believe has a high probability
of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Participant
which he or she shall repay to the Company, together with interest at the applicable federal rate provided in Code Section 7872(f)(2);
provided, however, that no amount shall be payable by the Participant to the Company if and to the extent that such payment would
not reduce the amount subject to taxation under Code Section 4999. In the event that the Auditors determine that an Underpayment
has occurred, such Underpayment shall promptly be paid or transferred by the Company to or for the benefit of the Participant,
together with interest at the applicable federal rate provided in Code Section 7872(f)(2).


 




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(v) Related
Corporations. For purposes of this Section 16(d), the term "Company" shall include affiliated corporations to the
extent determined by the Auditors in accordance with Code Section 280G(d)(5).


 


17. Miscellaneous.


 


(a) Other
Terms and Conditions. The grant of any Award may also be subject to other provisions (whether or not applicable to the Award
granted to any other Participant) as the Committee determines appropriate, including, without limitation, provisions for:


 


(i) one
or more means to enable Participants to defer the delivery of Shares or recognition of taxable income relating to Awards or cash
payments derived from the Awards on such terms and conditions as the Committee determines, including, by way of example, the form
and manner of the deferral election, the treatment of dividends paid on the Shares during the deferral period or a means for providing
a return to a Participant on amounts deferred, and the permitted distribution dates or events (provided that if Shares would have
otherwise been issued under an Award but for the deferral described in this paragraph, then such Shares shall be treated as if
they were issued for purposes of Sections 6(a));


 


(ii)  the
payment of the purchase price of Options by delivery of cash or other Shares or other securities of the Company (including by
attestation) having a then Fair Market Value equal to the purchase price of such Shares, or by delivery (including by fax) to
the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to
a broker dealer to sell or margin a sufficient portion of the Shares and deliver the sale or margin loan proceeds directly to
the Company to pay for the exercise price;


 


(iii) conditioning
the grant or benefit of an Award on the Participant's agreement to comply with covenants not to compete, not to solicit employees
and customers and not to disclose confidential information that may be effective during or after the Participant's employment
or service, and/or provisions requiring the Participant to disgorge any profit, gain or other benefit received in connection with
an Award as a result of the breach of such covenant;


 


(iv) the
automatic grant of a new Option (the "replenishment Option") to a Participant who pays the exercise price of an existing
Option in Shares; provided that the replenishment Option shall cover only that number of Shares that is used to pay the exercise
price and shall expire at the same time as the original Option to which it relates;


 




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(v)  restrictions
on resale or other disposition of Shares, including imposition of a retention period; and


 


(vi) compliance
with federal or state securities laws and stock exchange requirements.


 


(b) Employment
or Service. The issuance of an Award shall not confer upon a Participant any right with respect to continued employment or
service with the Company or any Affiliate, or the right to continue as a Director. Unless determined otherwise by the Committee,
for purposes of the Plan and all Awards, the following rules shall apply:


 


(i) a Participant
who transfers employment between the Corporation and any Affiliate of the Company, or between the Company's Affiliates, will not
be considered to have terminated employment;


 


(ii)  a
Participant who ceases to be a Non-Employee Director because he or she becomes an employee of the Company or an Affiliate shall
not be considered to have ceased service as a Director with respect to any Award until such Participant's termination of employment
with the Company and its Affiliates;


 


(iii) a
Participant who ceases to be employed by the Company or an Affiliate of the Company and immediately thereafter becomes a Non-Employee
Director, a non- employee director of any Affiliate, or a consultant to the Company or any Affiliate shall not be considered to
have terminated employment until such Participant's service as a director of, or consultant to, the Company and its Affiliates
has ceased; and


 


(iv) a Participant
employed by an Affiliate of the Company will be considered to have terminated employment when such entity ceases to be an Affiliate
of the Company.


 


Notwithstanding
anything herein contained to the contrary, for purposes of an Award that is subject to Code Section 409A, if a Participant's termination
of employment or service triggers the payment of compensation under such Award, then the Participant will be deemed to have terminated
employment or service upon his or her "separation from service" within the meaning of Code Section 409A. Notwithstanding
any other provision in this Plan or an Award to the contrary, if any Participant is a "specified employee" within the
meaning of Code Section 409A as of the date of his or her "separation from service" within the meaning of Code Section
409A, then, to the extent required by Code Section 409A, any payment made to the Participant on account of such separation from
service shall not be made before a date that is six months after the date of the separation from service.


 


(c) No
Fractional Shares. No fractional Shares or other securities may be issued or delivered pursuant to this Plan, and the Committee
may determine whether cash, other securities or other property will be paid or transferred in lieu of any fractional Shares or
other securities, or whether such fractional Shares or other securities or any rights to fractional Shares or other securities
will be canceled, terminated or otherwise eliminated.


 




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(d) Unfunded
Plan. This Plan is unfunded and does not create, and should not be construed to create, a trust or separate fund with respect
to this Plan's benefits. This Plan does not establish any fiduciary relationship between the Company and any Participant or other
person. To the extent any person holds any rights by virtue of an Award granted under this Plan, such rights are no greater than
the rights of the Company's general unsecured creditors.


 


(e) Requirements
of Law and Securities Exchange. The granting of Awards and the issuance of Shares in connection with an Award are subject
to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges
as may be required. Notwithstanding any other provision of this Plan or any Award Agreement, the Company has no liability to deliver
any Shares under this Plan or make any payment unless such delivery or payment would comply with all applicable laws and the applicable
requirements of any securities exchange or similar entity, and unless and until the Participant has taken all actions required
by the Company in connection therewith. The Company may impose such restrictions on any Shares issued under the Plan as the Company
determines necessary or desirable to comply with all applicable laws, rules and regulations or the requirements of any national
securities exchanges.


 


(f) Governing
Law. This Plan, and all agreements under this Plan, will be construed in accordance with and governed by the laws of the State
of Delaware, without reference to any conflict of law principles. The parties agree that the exclusive venue for any legal action
or proceeding with respect to this Plan, any Award or any Award Agreement, or for recognition and enforcement of any judgment
in respect of this Plan, any Award or any Award Agreement, shall be a court sitting in the County of Los Angeles, or the Federal
District Court for the Central District of California sitting in the County of Los Angeles, in the State of California, and further
agree that any such action may be heard only in a "bench" trial, and any party to such action or proceeding shall agree
to waive its right to assert a jury trial.


 


(g) Limitations
on Actions. Any legal action or proceeding with respect to this Plan, any Award or any Award Agreement, must be brought within
one year (365 days) after the day the complaining party first knew or should have known of the events giving rise to the complaint.


 


(h) Construction.
Whenever any words are used herein in the masculine, they shall be construed as though they were used in the feminine in all cases
where they would so apply; and wherever any words are used in the singular or plural, they shall be construed as though they were
used in the plural or singular, as the case may be, in all cases where they would so apply. Titles of sections are for general
information only, and this Plan is not to be construed with reference to such titles.


 




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(i) Severability.
If any provision of this Plan or any Award Agreement or any Award (i) is or becomes or is deemed to be invalid, illegal or unenforceable
in any jurisdiction, or as to any person or Award, or (ii) would disqualify this Plan, any Award Agreement or any Award under
any law the Committee deems applicable, then such provision should be construed or deemed amended to conform to applicable laws,
or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent
of this Plan, Award Agreement or Award, then such provision should be stricken as to such jurisdiction, person or Award, and the
remainder of this Plan, such Award Agreement and such Award will remain in full force and effect.


 


ADOPTED BY BOARD OF DIRECTORS:
March 29, 2018


 






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