Exhibit 10.2


 


ADITX THERAPEUTICS, INC.

2021 OMNIBUS EQUITY INCENTIVE PLAN


 


		Section 1.	Purpose of Plan.



 





The name of the Plan is the Aditx Therapeutics,
Inc. (the “Company” or “Aditxt”) 2021 Omnibus Equity Incentive Plan (the “Plan”).The
purposes of the Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors
of the Company or its Affiliates whose contributions are essential to the growth and success of the Company, (ii) strengthen
the commitment of such individuals to the Company and its Affiliates, (iii) motivate those individuals to faithfully and diligently
perform their responsibilities and (iv) attract and retain competent and dedicated individuals whose efforts will result in
the long-term growth and profitability of the Company. To accomplish these purposes, the Plan provides that the Company may grant
Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards or any combination of the
foregoing.


 


		Section 2.
	Definitions.



 


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


 


(a) “Administrator”
means the Board, or, if and to the extent the Board does not administer the Plan, the Committee in accordance with Section 3 hereof.


 


(b) “Affiliate”
means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common
control with, the Person specified as of any date of determination.


 


(c) “Applicable
Laws” means the applicable requirements under U.S. federal and state corporate laws, U.S. federal and state securities
laws, including the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable
laws of any other country or jurisdiction where Awards are granted under the Plan, as are in effect from time to time.


 


(d) “Award”
means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit or Other Stock-Based Award granted under the
Plan.


 


(e) “Award
Agreement” means any written notice, agreement, contract or other instrument or document evidencing an Award, including
through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine,
consistent with the Plan.


 


(f) “Beneficial
Owner” (or any variant thereof) has the meaning defined in Rule 13d-3 under the Exchange Act.


 


(g) “Board”
means the Board of Directors of the Company.


 


(h) “Bylaws”
mean the bylaws of the Company, as may be amended and/or restated from time to time.


 


(i) “Cause”
has the meaning assigned to such term in any individual service, employment or severance agreement or Award Agreement with the
Participant or, if no such agreement exists or if such agreement does not define “Cause,” then “Cause”
means (i) a continuing material breach or material breach or material default (including, without limitation, any material
dereliction of duty) by the Participant of any agreement between the Participant and the Company, except for any such breach or
default which is caused by the physical disability of the Participant (as determined by a neutral physician), or a continuing failure
by the Participant to follow the direction of a duly authorized representative of the Company; (ii) gross negligence, willful
misfeasance or breach of fiduciary duty by the Participant; (iii) the commission by the Participant of an act of fraud, embezzlement
or any felony or other crime of dishonesty in connection with the Participant’s duties; or (iv) conviction of the Participant
of a felony or any other crime that would materially and adversely affect: (A) the business reputation of the Company or (B) the
performance of the Participant’s duties to the Company. Any voluntary termination of employment or service by the Participant
in anticipation of an involuntary termination of the Participant’s employment or service, as applicable, for Cause shall
be deemed to be a termination for Cause.


 






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(j) “Change
in Capitalization” means any (i) merger, consolidation, reclassification, recapitalization, spin-off, spin-out,
repurchase or other reorganization or corporate transaction or event, (ii) special or extraordinary dividend or other extraordinary
distribution (whether in the form of cash, Common Stock or other property), stock split, reverse stock split, share subdivision
or consolidation, (iii) combination or exchange of shares or (iv) other change in corporate structure, which, in any
such case, the Administrator determines, in its sole discretion, affects the Shares such that an adjustment pursuant to Section
5 hereof is appropriate.


 


(k) “Change
in Control” means the first occurrence of an event set forth in any one of the following paragraphs following the Effective
Date:


 


(1) any
Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities
Beneficially Owned by such Person which were acquired directly from the Company or any Affiliate thereof) representing more than
fifty percent (50%) of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes
such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (3) below; or


 


(2) the
date on which individuals who constitute the Board as of the Effective Date and any new director (other than a director whose initial
assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation,
relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by
the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still
in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously
so approved or recommended cease for any reason to constitute a majority of the number of directors serving on the Board; or


 


(3) there
is consummated a merger or consolidation of the Company or any direct or indirect Subsidiary with any other corporation or other
entity, other than (i) a merger or consolidation (A) which results in the voting securities of the Company outstanding
immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other
fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary, fifty percent (50%) or more of the
combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after
such merger or consolidation and (B) following which the individuals who comprise the Board immediately prior thereto constitute
at least a majority of the board of directors of the Company, the entity surviving such merger or consolidation or, if the Company
or the entity surviving such merger or consolidation is then a Subsidiary, the ultimate parent thereof, or (ii) a merger or
consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes
the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned
by such Person any securities acquired directly from the Company or its Affiliates) representing more than fifty percent (50%)
of the combined voting power of the Company’s then outstanding securities; or


 


(4) the
stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement
for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than (A) a sale
or disposition by the Company of all or substantially all of the Company’s assets to an entity, more than fifty percent (50%)
of the combined voting power of the voting securities of which are owned by stockholders of the Company following the completion
of such transaction in substantially the same proportions as their ownership of the Company immediately prior to such sale or (B) a
sale or disposition of all or substantially all of the Company’s assets immediately following which the individuals who comprise
the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets
are sold or disposed or, if such entity is a subsidiary, the ultimate parent thereof.


 






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Notwithstanding the foregoing, (i) a Change in Control
shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately
following which the holders of Common Stock immediately prior to such transaction or series of transactions continue to have substantially
the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following
such transaction or series of transactions and (ii) to the extent required to avoid accelerated taxation and/or tax penalties
under Section 409A of the Code, a Change in Control shall be deemed to have occurred under the Plan with respect to any Award that
constitutes deferred compensation under Section 409A of the Code only if a change in the ownership or effective control of the
Company or a change in ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under
Section 409A of the Code. For purposes of this definition of Change in Control, the term “Person” shall not include
(i) the Company or any Subsidiary thereof, (ii) a trustee or other fiduciary holding securities under an employee benefit
plan of the Company or any Subsidiary thereof, (iii) an underwriter temporarily holding securities pursuant to an offering
of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially
the same proportions as their ownership of shares of the Company.


 


(l) “Code”
means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.


 


(m) “Committee”
means any committee or subcommittee the Board may appoint to administer the Plan. Subject to the discretion of the Board, the Committee
shall be composed entirely of individuals who meet the qualifications of a “non-employee director” within the meaning
of Rule 16b-3 under the Exchange Act and any other qualifications required by the applicable stock exchange on which the Common
Stock is traded.


 


(n) “Common
Stock” means the common stock of the Company, par value $0.001.


 


(o) “Company”
means Aditx Therapeutics, Inc., a Delaware corporation (or any successor company, except as the term “Company” is used
in the definition of “Change in Control” above).


 


(p) “Disability”
has the meaning assigned to such term in any individual service, employment or severance agreement or Award Agreement with the
Participant or, if no such agreement exists or if such agreement does not define “Disability,” then “Disability”
means that a Participant, as determined by the Administrator in its sole discretion, (i) is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death
or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous
period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months
under an accident and health plan covering employees of the Company or an Affiliate thereof.


 


(q) “Effective
Date” has the meaning set forth in Section 17 hereof.


 


(r) “Eligible
Recipient” means an employee, director or independent contractor of the Company or any Affiliate of the Company who has
been selected as an eligible participant by the Administrator; provided, however, to the extent required to avoid
accelerated taxation and/or tax penalties under Section 409A of the Code, an Eligible Recipient of an Option or a Stock Appreciation
Right means an employee, non-employee director or independent contractor of the Company or any Affiliate of the Company with respect
to whom the Company is an “eligible issuer of service recipient stock” within the meaning of Section 409A of the Code.


 






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(s) “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time.


 


(t) “Exempt
Award” shall mean the following:


 


(1) An
Award granted in assumption of, or in substitution for, outstanding awards previously granted by a corporation or other entity
acquired by the Company or any of its Subsidiaries or with which the Company or any of its Subsidiaries combines by merger or otherwise.
The terms and conditions of any such Awards may vary from the terms and conditions set forth in the Plan to the extent the Administrator
at the time of grant may deem appropriate, subject to Applicable Laws.


 


(2) An
award that an Eligible Recipient purchases at Fair Market Value (including awards that an Eligible Recipient elects to receive
in lieu of fully vested compensation that is otherwise due) whether or not the Shares are delivered immediately or on a deferred
basis.


 


(u) “Exercise
Price” means, (i) with respect to any Option, the per share price at which a holder of such Option may purchase
Shares issuable upon exercise of such Award, and (ii) with respect to a Stock Appreciation Right, the base price per share
of such Stock Appreciation Right.


 


(v) “Fair
Market Value” of a share of Common Stock or another security as of a particular date shall mean the fair market value
as determined by the Administrator in its sole discretion; provided, that, (i) if the Common Stock or other security is admitted
to trading on a national securities exchange, the fair market value on any date shall be the closing sale price reported on such
date, or if no shares were traded on such date, on the last preceding date for which there was a sale of a share of Common Stock
on such exchange, or (ii) if the Common Stock or other security is then traded in an over-the-counter market, the fair market
value on any date shall be the average of the closing bid and asked prices for such share in such over-the-counter market for the
last preceding date on which there was a sale of such share in such market.


 


(w) “Free
Standing Rights” has the meaning set forth in Section 8.


 


(x) “Good
Reason” has the meaning assigned to such term in any individual service, employment or severance agreement or Award Agreement
with the Participant or, if no such agreement exists or if such agreement does not define “Good Reason,” “Good
Reason” and any provision of this Plan that refers to “Good Reason” shall not be applicable to such Participant.


 


(y) “Grandfathered
Arrangement” means an Award which is provided pursuant to a written binding contract in effect on November 2, 2017, and
which was not modified in any material respect on or after November 2, 2017, within the meaning of Section 13601(e)(2) of P.L.
115.97, as may be amended from time to time (including any rules and regulations promulgated thereunder).


 


(z) “Incentive
Compensation” means annual cash bonus and any Award.


 


(aa) “ISO” means an
Option intended to be and designated as an “incentive stock option” within the meaning of Section 422 of the Code.


 


(bb) “Nonqualified Stock Option”
shall mean an Option that is not designated as an ISO.


 


(cc) “Option” means
an option to purchase shares of Common Stock granted pursuant to Section 7 hereof. The term “Option” as used in the
Plan includes the terms “Nonqualified Stock Option” and “ISO.”


 


(dd) “Other Stock-Based Award”
means a right or other interest granted pursuant to Section 10 hereof that may be denominated or payable in, valued in whole or
in part by reference to, or otherwise based on or related to, Common Stock, including, but not limited to, unrestricted Shares,
dividend equivalents or performance units, each of which may be subject to the attainment of performance goals or a period of continued
provision of service or employment or other terms or conditions as permitted under the Plan.


 






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(ee) “Participant” means
any Eligible Recipient selected by the Administrator, pursuant to the Administrator’s authority provided for in Section 3
below, to receive grants of Awards, and, upon his or her death, his or her successors, heirs, executors and administrators, as
the case may be.


 


(ff) “Person” shall
have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof.


 


(gg) “Plan” means this
2021 Omnibus Equity Incentive Plan.


 


(hh) “Prior Plan” means
the Company’s 2017 Equity Incentive Plan, as in effect immediately prior to the Effective Date.


 


(ii) “Related
Rights” has the meaning set forth in Section 8.


 


(jj) “Restricted Period”
has the meaning set forth in Section 9.


 


(kk) “Restricted Stock”
means a Share granted pursuant to Section 9 below subject to certain restrictions that lapse at the end of a specified period (or
periods) of time and/or upon attainment of specified performance objectives.


 


(ll) “Restricted Stock Unit”
means the right granted pursuant to Section 9 hereof to receive a Share at the end of a specified restricted period (or periods)
of time and/or upon attainment of specified performance objectives.


 


(mm) “Rule 16b-3” has
the meaning set forth in Section 3.


 


(nn) “Section 16 Officer”
means any officer of the Company whom the Board has determined is subject to the reporting requirements of Section 16 of the Exchange
Act, whether or not such individual is a Section 16 Officer at the time the determination to recoup compensation is made.


 


(oo) “Shares”
means Common Stock reserved for issuance under the Plan, as adjusted pursuant to the Plan, and any successor (pursuant to a merger,
consolidation or other reorganization) security.


 


(pp) “Stock Appreciation Right”
means a right granted pursuant to Section 8 hereof to receive an amount equal to the excess, if any, of (i) the aggregate
Fair Market Value, as of the date such Award or portion thereof is surrendered, of the Shares covered by such Award or such portion
thereof, over (ii) the aggregate Exercise Price of such Award or such portion thereof.


 


(qq) “Subsidiary” means,
with respect to any Person, as of any date of determination, any other Person as to which such first Person owns or otherwise controls,
directly or indirectly, more than 50% of the voting shares or other similar interests or a sole general partner interest or managing
member or similar interest of such other Person.


 


(rr) “Transfer” has
the meaning set forth in Section 15.


 


		Section 3.	Administration.



 


(a) The
Plan shall be administered by the Administrator and shall be administered, to the extent applicable, in accordance with Rule 16b-3
under the Exchange Act (“Rule 16b-3”).


 






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(b) Pursuant
to the terms of the Plan, the Administrator, subject, in the case of any Committee, to any restrictions on the authority delegated
to it by the Board, shall have the power and authority, without limitation:


 


(1) to
select those Eligible Recipients who shall be Participants;


 


(2) to
determine whether and to what extent Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based
Awards or a combination of any of the foregoing, are to be granted hereunder to Participants;


 


(3) to
determine the number of Shares to be covered by each Award granted hereunder;


 


(4) to
determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award granted hereunder (including, but
not limited to, (i) the restrictions applicable to Restricted Stock or Restricted Stock Units and the conditions under which
restrictions applicable to such Restricted Stock or Restricted Stock Units shall lapse, (ii) the performance goals and periods
applicable to Awards, (iii) the Exercise Price of each Option and each Stock Appreciation Right or the purchase price of any
other Award, (iv) the vesting schedule and terms applicable to each Award, (v) the number of Shares or amount of cash
or other property subject to each Award and (vi) subject to the requirements of Section 409A of the Code (to the extent applicable)
any amendments to the terms and conditions of outstanding Awards, including, but not limited to, extending the exercise period
of such Awards and accelerating the payment schedules of such Awards and/or, to the extent specifically permitted under the Plan,
accelerating the vesting schedules of such Awards);


 


(5) to
determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing
Awards;


 


(6) to
determine the Fair Market Value in accordance with the terms of the Plan;


 


(7) to
determine the duration and purpose of leaves of absence which may be granted to a Participant without constituting termination
of the Participant’s service or employment for purposes of Awards granted under the Plan;


 


(8) to
adopt, alter and repeal such administrative rules, regulations, guidelines and practices governing the Plan as it shall from time
to time deem advisable;


 


(9) to
construe and interpret the terms and provisions of, and supply or correct omissions in, the Plan and any Award issued under the
Plan (and any Award Agreement relating thereto), and to otherwise supervise the administration of the Plan and to exercise all
powers and authorities either specifically granted under the Plan or necessary and advisable in the administration of the Plan;
and


 


(10) to
prescribe, amend and rescind rules and regulations relating to sub-plans established for the purpose of satisfying applicable non-United
States laws or for qualifying for favorable tax treatment under applicable non-United States laws, which rules and regulations
may be set forth in an appendix or appendixes to the Plan.


 


(c) Subject
to Section 5, neither the Board nor the Committee shall have the authority to (i) reprice or cancel and regrant any Award at a
lower exercise, base or purchase price or cancel any Award with an exercise, base or purchase price in exchange for cash, property
or other Awards without first obtaining the approval of the Company’s stockholders; or (ii) accelerate the vesting of any
Awards (except pursuant to Section 11).


 


(d) All
decisions made by the Administrator pursuant to the provisions of the Plan shall be final, conclusive and binding on all Persons,
including the Company and the Participants.


 






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(e) The
expenses of administering the Plan shall be borne by the Company and its Affiliates.


 


(f) If
at any time or to any extent the Board shall not administer the Plan, then the functions of the Administrator specified in the
Plan shall be exercised by the Committee. Except as otherwise provided in the Articles of Incorporation or Bylaws of the Company,
any action of the Committee with respect to the administration of the Plan shall be taken by a majority vote at a meeting at which
a quorum is duly constituted or unanimous written consent of the Committee’s members.


 


		Section 4.	Shares Reserved for Issuance Under the Plan.





 


(a) Subject
to Section 5 hereof, the number of shares of Common Stock that are reserved and available for issuance pursuant to Awards granted
under the Plan shall be equal to the sum of (i) 3,000,000 shares, plus (ii) the number of shares of Common Stock reserved,
but unissued under the Prior Plan; (iii) the number of shares of Common Stock underlying forfeited awards under the Prior
Plan; and (iv) an annual increase on the first day of each calendar year beginning with the first January 1 following the
Effective Date and ending with the last January 1 during the initial ten-year term of the Plan, equal to the lesser of (A) five
percent (5%) of the Shares outstanding (on an as-converted basis) on the final day of the immediately preceding calendar year
and (B) such lesser number of Shares as determined by the Board; provided, that, shares of Common Stock issued under
the Plan with respect to an Exempt Award shall not count against such share limit. Following the Effective Date, no further awards
shall be issued under the Prior Plan, but all awards under the Prior Plan which are outstanding as of the Effective Date (including
any Grandfathered Arrangement) shall continue to be governed by the terms, conditions and procedures set forth in the Prior Plan
and any applicable Award Agreement.


 


(b) Shares
issued under the Plan may, in whole or in part, be authorized but unissued Shares or Shares that shall have been or may be reacquired
by the Company in the open market, in private transactions or otherwise. If an Award entitles the Participant to receive or purchase
Shares, the number of Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such
Award against the aggregate number of Shares available for granting Awards under the Plan. If any Shares subject to an Award are
forfeited, cancelled, exchanged or surrendered or if an Award otherwise terminates or expires without a distribution of Shares
to the Participant, the Shares with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange,
surrender, termination or expiration, again be available for granting Awards under the Plan. Notwithstanding the foregoing, Shares
surrendered or withheld as payment of either the Exercise Price of an Award (including Shares otherwise underlying a Stock Appreciation
Right that are retained by the Company to account for the Exercise Price of such Stock Appreciation Right) and/or withholding taxes
in respect of an Award shall no longer be available for grant under the Plan. In addition, (i) to the extent an Award is denominated
in shares of Common Stock, but paid or settled in cash, the number of shares of Common Stock with respect to which such payment
or settlement is made shall again be available for grants of Awards pursuant to the Plan and (ii) shares of Common Stock underlying
Awards that can only be settled in cash shall not be counted against the aggregate number of shares of Common Stock available for
Awards under the Plan. Upon the exercise of any Award granted in tandem with any other Awards, such related Awards shall be cancelled
to the extent of the number of Shares as to which the Award is exercised and, notwithstanding the foregoing, such number of Shares
shall no longer be available for grant under the Plan.


 


(c) No
more than 500,000 Shares (as increased on an annual basis, on the first day of each calendar year beginning with the first January
1 following the Effective Date and ending with the last January 1 during the initial ten-year term of the Plan, by the lesser of
(A) five percent (5%) of the Shares outstanding (on an as-converted basis) on the final day of the immediately preceding
calendar year; (B) 500,000 Shares, and (C) such lesser number of Shares as determined by the Board) shall be issued pursuant
to the exercise of ISOs.


 






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		Section 5.	Equitable Adjustments.



 


In the event of any Change in Capitalization,
an equitable substitution or proportionate adjustment shall be made in (i) the aggregate number and kind of securities reserved
for issuance under the Plan pursuant to Section 4, (ii) the kind, number of securities subject to, and the Exercise Price
subject to outstanding Options and Stock Appreciation Rights granted under the Plan, (iii) the kind, number and purchase price
of Shares or other securities or the amount of cash or amount or type of other property subject to outstanding Restricted Stock,
Restricted Stock Units or Other Stock-Based Awards granted under the Plan; and/or (iv) the terms and conditions of any outstanding
Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); provided, however,
that any fractional shares resulting from the adjustment shall be eliminated. Such other equitable substitutions or adjustments
shall be made as may be determined by the Administrator, in its sole discretion. Without limiting the generality of the foregoing,
in connection with a Change in Capitalization, the Administrator may provide, in its sole discretion, but subject in all events
to the requirements of Section 409A of the Code, for the cancellation of any outstanding Award granted hereunder in exchange for
payment in cash or other property having an aggregate Fair Market Value equal to the Fair Market Value of the Shares, cash or other
property covered by such Award, reduced by the aggregate Exercise Price or purchase price thereof, if any; provided, however,
that if the Exercise Price or purchase price of any outstanding Award is equal to or greater than the Fair Market Value of the
shares of Common Stock, cash or other property covered by such Award, the Administrator may cancel such Award without the payment
of any consideration to the Participant. Further, without limiting the generality of the foregoing, with respect to Awards subject
to foreign laws, adjustments made hereunder shall be made in compliance with applicable requirements. Except to the extent determined
by the Administrator, any adjustments to ISOs under this Section 5 shall be made only to the extent not constituting a “modification”
within the meaning of Section 424(h)(3) of the Code. The Administrator’s determinations pursuant to this Section 5 shall
be final, binding and conclusive.


 


		Section 6.	Eligibility.



 


The Participants in the Plan shall be selected
from time to time by the Administrator, in its sole discretion, from those individuals that qualify as Eligible Recipients.


 


		Section 7.	Options.



 


(a) General.
Options granted under the Plan shall be designated as Nonqualified Stock Options or ISOs. Each Participant who is granted an Option
shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine,
in its sole discretion, including, among other things, the Exercise Price of the Option, the term of the Option and provisions
regarding exercisability of the Option, and whether the Option is intended to be an ISO or a Nonqualified Stock Option (and in
the event the Award Agreement has no such designation, the Option shall be a Nonqualified Stock Option). The provisions of each
Option need not be the same with respect to each Participant. More than one Option may be granted to the same Participant and be
outstanding concurrently hereunder. Options granted under the Plan shall be subject to the terms and conditions set forth in this
Section 7 and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator
shall deem desirable and set forth in the applicable Award Agreement.


 


(b) Exercise
Price. The Exercise Price of Shares purchasable under an Option shall be determined by the Administrator in its sole discretion
at the time of grant, but in no event shall the exercise price of an Option be less than one hundred percent (100%) of the Fair
Market Value of a share of Common Stock on the date of grant.


 


(c) Option
Term. The maximum term of each Option shall be fixed by the Administrator, but no Option shall be exercisable more than ten
(10) years after the date such Option is granted. Each Option’s term is subject to earlier expiration pursuant to the applicable
provisions in the Plan and the Award Agreement. Notwithstanding the foregoing, subject to Section 4(d) of the Plan, the Administrator
shall have the authority to accelerate the exercisability of any outstanding Option at such time and under such circumstances as
the Administrator, in its sole discretion, deems appropriate.


 


(d) Exercisability.
Each Option shall be exercisable at such time or times and subject to such terms and conditions, including the attainment of performance
goals, as shall be determined by the Administrator in the applicable Award Agreement. The Administrator may also provide that any
Option shall be exercisable only in installments, and the Administrator may waive such installment exercise provisions at any time,
in whole or in part, based on such factors as the Administrator may determine in its sole discretion.


 






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(e) Method
of Exercise. Options may be exercised in whole or in part by giving written notice of exercise to the Company specifying the
number of whole Shares to be purchased, accompanied by payment in full of the aggregate Exercise Price of the Shares so purchased
in cash or its equivalent, as determined by the Administrator. As determined by the Administrator, in its sole discretion, with
respect to any Option or category of Options, payment in whole or in part may also be made (i) by means of consideration received
under any cashless exercise procedure approved by the Administrator (including the withholding of Shares otherwise issuable upon
exercise), (ii) in the form of unrestricted Shares already owned by the Participant which have a Fair Market Value on the
date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (iii) any
other form of consideration approved by the Administrator and permitted by Applicable Laws or (iv) any combination of the
foregoing.


 


(f) ISOs.
The terms and conditions of ISOs granted hereunder shall be subject to the provisions of Section 422 of the Code and the terms,
conditions, limitations and administrative procedures established by the Administrator from time to time in accordance with the
Plan. At the discretion of the Administrator, ISOs may be granted only to an employee of the Company, its “parent corporation”
(as such term is defined in Section 424(e) of the Code) or a Subsidiary of the Company.


 


(1) ISO
Grants to 10% Stockholders. Notwithstanding anything to the contrary in the Plan, if an ISO is granted to a Participant who
owns shares representing more than ten percent (10%) of the voting power of all classes of shares of the Company, its “parent
corporation” (as such term is defined in Section 424(e) of the Code) or a Subsidiary of the Company, the term of the ISO
shall not exceed five (5) years from the time of grant of such ISO and the Exercise Price shall be at least one hundred and ten
percent (110%) of the Fair Market Value of the Shares on the date of grant.


 


(2) $100,000
Per Year Limitation For ISOs. To the extent the aggregate Fair Market Value (determined on the date of grant) of the Shares
for which ISOs are exercisable for the first time by any Participant during any calendar year (under all plans of the Company)
exceeds $100,000, such excess ISOs shall be treated as Nonqualified Stock Options.


 


(3) Disqualifying
Dispositions. Each Participant awarded an ISO under the Plan shall notify the Company in writing immediately after the date
the Participant makes a “disqualifying disposition” of any Share acquired pursuant to the exercise of such ISO. A “disqualifying
disposition” is any disposition (including any sale) of such Shares before the later of (i) two years after the date
of grant of the ISO and (ii) one year after the date the Participant acquired the Shares by exercising the ISO. The Company
may, if determined by the Administrator and in accordance with procedures established by it, retain possession of any Shares acquired
pursuant to the exercise of an ISO as agent for the applicable Participant until the end of the period described in the preceding
sentence, subject to complying with any instructions from such Participant as to the sale of such Shares.


 


(g) Rights
as Stockholder. A Participant shall have no rights to dividends, dividend equivalents or distributions or any other rights
of a stockholder with respect to the Shares subject to an Option until the Participant has given written notice of the exercise
thereof, and has paid in full for such Shares and has satisfied the requirements of Section 15 hereof.


 


(h) Termination
of Employment or Service. Treatment of an Option upon termination of employment of a Participant shall be provided for by the
Administrator in the Award Agreement.


 


(i) Other
Change in Employment or Service Status. An Option shall be affected, both with regard to vesting schedule and termination,
by leaves of absence, including unpaid and un-protected leaves of absence, changes from full-time to part-time employment, partial
Disability or other changes in the employment status or service status of a Participant, in the discretion of the Administrator.


 






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		Section 8.	Stock Appreciation Rights.



 


(a) General.
Stock Appreciation Rights may be granted either alone (“Free Standing Rights”) or in conjunction with all or
part of any Option granted under the Plan (“Related Rights”). Related Rights may be granted either at or after
the time of the grant of such Option. The Administrator shall determine the Eligible Recipients to whom, and the time or times
at which, grants of Stock Appreciation Rights shall be made. Each Participant who is granted a Stock Appreciation Right shall enter
into an Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine, in its sole
discretion, including, among other things, the number of Shares to be awarded, the Exercise Price per Share, and all other conditions
of Stock Appreciation Rights. Notwithstanding the foregoing, no Related Right may be granted for more Shares than are subject to
the Option to which it relates. The provisions of Stock Appreciation Rights need not be the same with respect to each Participant.
Stock Appreciation Rights granted under the Plan shall be subject to the following terms and conditions set forth in this Section
8 and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall
deem desirable, as set forth in the applicable Award Agreement.


 


(b) Awards;
Rights as Stockholder. A Participant shall have no rights to dividends or any other rights of a stockholder with respect to
the shares of Common Stock, if any, subject to a Stock Appreciation Right until the Participant has given written notice of the
exercise thereof and has satisfied the requirements of Section 15 hereof.


 


(c) Exercise
Price. The Exercise Price of Shares purchasable under a Stock Appreciation Right shall be determined by the Administrator in
its sole discretion at the time of grant, but in no event shall the exercise price of a Stock Appreciation Right be less than one
hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant.


 


(d) Exercisability.


 


(1) Stock
Appreciation Rights that are Free Standing Rights shall be exercisable at such time or times and subject to such terms and conditions
as shall be determined by the Administrator in the applicable Award Agreement.


 


(2) Stock
Appreciation Rights that are Related Rights shall be exercisable only at such time or times and to the extent that the Options
to which they relate shall be exercisable in accordance with the provisions of Section 7 hereof and this Section 8 of the
Plan.


 


(e) Payment
Upon Exercise.


 


(1) Upon
the exercise of a Free Standing Right, the Participant shall be entitled to receive up to, but not more than, that number of Shares
equal in value to the excess of the Fair Market Value as of the date of exercise over the Exercise Price per share specified in
the Free Standing Right multiplied by the number of Shares in respect of which the Free Standing Right is being exercised.


 


(2) A
Related Right may be exercised by a Participant by surrendering the applicable portion of the related Option. Upon such exercise
and surrender, the Participant shall be entitled to receive up to, but not more than, that number of Shares equal in value to the
excess of the Fair Market Value as of the date of exercise over the Exercise Price specified in the related Option multiplied by
the number of Shares in respect of which the Related Right is being exercised. Options which have been so surrendered, in whole
or in part, shall no longer be exercisable to the extent the Related Rights have been so exercised.


 


(3) Notwithstanding
the foregoing, the Administrator may determine to settle the exercise of a Stock Appreciation Right in cash (or in any combination
of Shares and cash).


 


(f) Termination
of Employment or Service. Treatment of a Stock Appreciation Right upon termination of employment of a Participant shall be
provided for by the Administrator in the Award Agreement.


 






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(g) Term.


 


(1) The
term of each Free Standing Right shall be fixed by the Administrator, but no Free Standing Right shall be exercisable more than
ten (10) years after the date such right is granted.


 


(2) The
term of each Related Right shall be the term of the Option to which it relates, but no Related Right shall be exercisable more
than ten (10) years after the date such right is granted.


 


(h) Other
Change in Employment or Service Status. Stock Appreciation Rights shall be affected, both with regard to vesting schedule and
termination, by leaves of absence, including unpaid and un-protected leaves of absence, changes from full-time to part-time employment,
partial Disability or other changes in the employment or service status of a Participant, in the discretion of the Administrator.


 


		Section 9.	Restricted Stock and Restricted Stock Units.



 


(a) General.
Restricted Stock or Restricted Stock Units may be issued under the Plan. The Administrator shall determine the Eligible Recipients
to whom, and the time or times at which, Restricted Stock or Restricted Stock Units shall be made. Each Participant who is granted
Restricted Stock or Restricted Stock Units shall enter into an Award Agreement with the Company, containing such terms and conditions
as the Administrator shall determine, in its sole discretion, including, among other things, the number of Shares to be awarded;
the price, if any, to be paid by the Participant for the acquisition of Restricted Stock or Restricted Stock Units; the period
of time restrictions, performance goals or other conditions that apply to Transferability, delivery or vesting of such Awards (the
“Restricted Period”); and all other conditions applicable to the Restricted Stock and Restricted Stock Units.
If the restrictions, performance goals or conditions established by the Administrator are not attained, a Participant shall forfeit
his or her Restricted Stock or Restricted Stock Units, in accordance with the terms of the grant. The provisions of the Restricted
Stock or Restricted Stock Units need not be the same with respect to each Participant.


 


(b) Awards
and Certificates. Except as otherwise provided below in Section 9(c), (i) each Participant who is granted an Award of
Restricted Stock may, in the Company’s sole discretion, be issued a share certificate in respect of such Restricted Stock;
and (ii) any such certificate so issued shall be registered in the name of the Participant, and shall bear an appropriate
legend referring to the terms, conditions and restrictions applicable to any such Award. The Company may require that the share
certificates, if any, evidencing Restricted Stock granted hereunder be held in the custody of the Company until the restrictions
thereon shall have lapsed, and that, as a condition of any Award of Restricted Stock, the Participant shall have delivered a share
transfer form, endorsed in blank, relating to the Shares covered by such Award. Certificates for shares of unrestricted Common
Stock may, in the Company’s sole discretion, be delivered to the Participant only after the Restricted Period has expired
without forfeiture in such Restricted Stock Award. With respect to Restricted Stock Units to be settled in Shares, at the expiration
of the Restricted Period, share certificates in respect of the shares of Common Stock underlying such Restricted Stock Units may,
in the Company’s sole discretion, be delivered to the Participant, or his legal representative, in a number equal to the
number of shares of Common Stock underlying the Restricted Stock Units Award. Notwithstanding anything in the Plan to the contrary,
any Restricted Stock or Restricted Stock Units to be settled in Shares (at the expiration of the Restricted Period, and whether
before or after any vesting conditions have been satisfied) may, in the Company’s sole discretion, be issued in uncertificated
form. Further, notwithstanding anything in the Plan to the contrary, with respect to Restricted Stock Units, at the expiration
of the Restricted Period, Shares, or cash, as applicable, shall promptly be issued (either in certificated or uncertificated form)
to the Participant, unless otherwise deferred in accordance with procedures established by the Company in accordance with Section
409A of the Code, and such issuance or payment shall in any event be made within such period as is required to avoid the imposition
of a tax under Section 409A of the Code.


 






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(c) Restrictions
and Conditions. The Restricted Stock or Restricted Stock Units granted pursuant to this Section 9 shall be subject to the following
restrictions and conditions and any additional restrictions or conditions as determined by the Administrator at the time of grant
or, subject to Section 409A of the Code where applicable, thereafter:


 


(1) The
Administrator may, in its sole discretion, provide for the lapse of restrictions in installments and may accelerate or waive such
restrictions in whole or in part based on such factors and such circumstances as the Administrator may determine, in its sole discretion,
including, but not limited to, the attainment of certain performance goals, the Participant’s termination of employment or
service with the Company or any Affiliate thereof, or the Participant’s death or Disability. Notwithstanding the foregoing,
upon a Change in Control, the outstanding Awards shall be subject to Section 11 hereof.


 


(2) Except
as provided in the applicable Award Agreement, the Participant shall generally have the rights of a stockholder of the Company
with respect to Restricted Stock during the Restricted Period; provided, however, that dividends declared during
the Restricted Period with respect to an Award, shall only become payable if (and to the extent) the underlying Restricted Stock
vests. Except as provided in the applicable Award Agreement, the Participant shall generally not have the rights of a stockholder
with respect to Shares subject to Restricted Stock Units during the Restricted Period; provided, however, that, subject
to Section 409A of the Code, an amount equal to dividends declared during the Restricted Period with respect to the number of Shares
covered by Restricted Stock Units shall, unless otherwise set forth in an Award Agreement, be paid to the Participant at the time
(and to the extent) Shares in respect of the related Restricted Stock Units are delivered to the Participant. Certificates for
Shares of unrestricted Common Stock may, in the Company’s sole discretion, be delivered to the Participant only after the
Restricted Period has expired without forfeiture in respect of such Restricted Stock or Restricted Stock Units, except as the Administrator,
in its sole discretion, shall otherwise determine.


 


(3) The
rights of Participants granted Restricted Stock or Restricted Stock Units upon termination of employment or service as a director
or independent contractor to the Company or to any Affiliate thereof terminates for any reason during the Restricted Period shall
be set forth in the Award Agreement.


 


(d) Form
of Settlement. The Administrator reserves the right in its sole discretion to provide (either at or after the grant thereof)
that any Restricted Stock Unit represents the right to receive the amount of cash per unit that is determined by the Administrator
in connection with the Award.


 


		Section 10.	Other Stock-Based Awards.



 


Other Stock-Based Awards may be issued under
the Plan. Subject to the provisions of the Plan, the Administrator shall have sole and complete authority to determine the individuals
to whom and the time or times at which such Other Stock-Based Awards shall be granted. Each Participant who is granted an Other
Stock-Based Award shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator
shall determine, in its sole discretion, including, among other things, the number of shares of Common Stock to be granted pursuant
to such Other Stock-Based Awards, or the manner in which such Other Stock-Based Awards shall be settled (e.g., in shares of Common
Stock, cash or other property), or the conditions to the vesting and/or payment or settlement of such Other Stock-Based Awards
(which may include, but not be limited to, achievement of performance criteria) and all other terms and conditions of such Other
Stock-Based Awards. In the event that the Administrator grants a bonus in the form of Shares, the Shares constituting such bonus
shall, as determined by the Administrator, be evidenced in uncertificated form or by a book entry record or a certificate issued
in the name of the Participant to whom such grant was made and delivered to such Participant as soon as practicable after the date
on which such bonus is payable. Notwithstanding anything set forth in the Plan to the contrary, any dividend or dividend equivalent
Award issued hereunder shall be subject to the same restrictions, conditions and risks of forfeiture as apply to the underlying
Award.


 






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		Section 11.	Change in Control.



 


Unless otherwise determined by the Administrator
and evidenced in an Award Agreement, in the event that (a) a Change in Control occurs, and (b) the Participant is employed
by the Company or any of its Affiliates immediately prior to the consummation of such Change in Control then upon the consummation
of such Change in Control, the Administrator, in its sole and absolute discretion, may:


 


(a) provide
that any unvested or unexercisable portion of any Award carrying a right to exercise become fully vested and exercisable; and


 


(b) cause
the restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to an Award granted under the Plan
to lapse and such Awards shall be deemed fully vested and any performance conditions imposed with respect to such Awards shall
be deemed to be fully achieved at target performance levels.


 


If the Administrator determines in its discretion
pursuant to Section 3(b)(4) hereof to accelerate the vesting of Options and/or Share Appreciation Rights in connection with a Change
in Control, the Administrator shall also have discretion in connection with such action to provide that all Options and/or Stock
Appreciation Rights outstanding immediately prior to such Change in Control shall expire on the effective date of such Change in
Control.


 


		Section 12.	Amendment and Termination.



 


The Board may amend, alter or terminate the
Plan at any time, but no amendment, alteration or termination shall be made that would impair the rights of a Participant under
any Award theretofore granted without such Participant’s consent. The Board shall obtain approval of the Company’s
stockholders for any amendment that would require such approval in order to satisfy the requirements of any rules of the stock
exchange on which the Common Stock is traded or other Applicable Law. Subject to Section 3(c), the Administrator may amend the
terms of any Award theretofore granted, prospectively or retroactively, but, subject to Section 5 of the Plan and the immediately
preceding sentence, no such amendment shall materially impair the rights of any Participant without his or her consent.


 


		Section 13.	Unfunded Status of Plan.



 


The Plan is intended to constitute an “unfunded”
plan for incentive compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein
shall give any such Participant any rights that are greater than those of a general creditor of the Company.


 


		Section 14.	Withholding Taxes.



 


Each Participant shall, no later than the
date as of which the value of an Award first becomes includible in the gross income of such Participant for purposes of applicable
taxes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of an amount up to the maximum
statutory tax rates in the Participant’s applicable jurisdiction with respect to the Award, as determined by the Company.
The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, and the Company
shall, to the extent permitted by Applicable Laws, have the right to deduct any such taxes from any payment of any kind otherwise
due to such Participant. Whenever cash is to be paid pursuant to an Award, the Company shall have the right to deduct therefrom
an amount sufficient to satisfy any applicable withholding tax requirements related thereto. Whenever Shares or property other
than cash are to be delivered pursuant to an Award, the Company shall have the right to require the Participant to remit to the
Company in cash an amount sufficient to satisfy any related taxes to be withheld and applied to the tax obligations; provided,
that, with the approval of the Administrator, a Participant may satisfy the foregoing requirement by either (i) electing
to have the Company withhold from delivery of Shares or other property, as applicable, or (ii) delivering already owned unrestricted
shares of Common Stock, in each case, having a value not exceeding the applicable taxes to be withheld and applied to the tax obligations.
Such already owned and unrestricted shares of Common Stock shall be valued at their Fair Market Value on the date on which the
amount of tax to be withheld is determined and any fractional share amounts resulting therefrom shall be settled in cash. Such
an election may be made with respect to all or any portion of the Shares to be delivered pursuant to an award. The Company may
also use any other method of obtaining the necessary payment or proceeds, as permitted by Applicable Laws, to satisfy its withholding
obligation with respect to any Award.


 






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		Section 15.	Transfer of Awards.



 


Until such time as the Awards are fully vested
and/or exercisable in accordance with the Plan or an Award Agreement, no purported sale, assignment, mortgage, hypothecation, transfer,
charge, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest
in or lien on, any Award or any agreement or commitment to do any of the foregoing (each, a “Transfer”) by any
holder thereof in violation of the provisions of the Plan or an Award Agreement will be valid, except with the prior written consent
of the Administrator, which consent may be granted or withheld in the sole discretion of the Administrator. Any purported Transfer
of an Award or any economic benefit or interest therein in violation of the Plan or an Award Agreement shall be null and void ab
initio and shall not create any obligation or liability of the Company, and any Person purportedly acquiring any Award or any
economic benefit or interest therein transferred in violation of the Plan or an Award Agreement shall not be entitled to be recognized
as a holder of such Shares or other property underlying such Award. Unless otherwise determined by the Administrator in accordance
with the provisions of the immediately preceding sentence, an Option or a Stock Appreciation Right may be exercised, during the
lifetime of the Participant, only by the Participant or, during any period during which the Participant is under a legal Disability,
by the Participant’s guardian or legal representative.


 


		Section 16.	Continued Employment or Service.



 


Neither the adoption of the Plan nor the grant
of an Award shall confer upon any Eligible Recipient any right to continued employment or service with the Company or any Affiliate
thereof, as the case may be, nor shall it interfere in any way with the right of the Company or any Affiliate thereof to terminate
the employment or service of any of its Eligible Recipients at any time.


 


		Section 17.	Effective Date.



 


The Plan was approved by the Board on February
24, 2021 and shall be adopted and become effective on the date that it is approved by the Company’s stockholders (the “Effective
Date”).


 


		Section 18.	Electronic Signature.



 


Participant’s electronic signature of
an Award Agreement shall have the same validity and effect as a signature affixed by hand.


 


		Section 19.	Term of Plan.



 


No Award shall be granted pursuant to the
Plan on or after the tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date.


 


		Section 20.	Securities Matters and Regulations.



 


(a) Notwithstanding
anything herein to the contrary, the obligation of the Company to sell or deliver Shares with respect to any Award granted under
the Plan shall be subject to all Applicable Laws, rules and regulations, including all applicable federal and state securities
laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Administrator.
The Administrator may require, as a condition of the issuance and delivery of certificates evidencing shares of Common Stock pursuant
to the terms hereof, that the recipient of such shares make such agreements and representations, and that such certificates bear
such legends, as the Administrator, in its sole discretion, deems necessary or advisable.


 


(b) Each
Award is subject to the requirement that, if at any time the Administrator determines that the listing, registration or qualification
of Shares is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Shares,
no such Award shall be granted or payment made or Shares issued, in whole or in part, unless listing, registration, qualification,
consent or approval has been effected or obtained free of any conditions not acceptable to the Administrator.


 






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(c) In
the event that the disposition of Shares acquired pursuant to the Plan is not covered by a then current registration statement
under the Securities Act and is not otherwise exempt from such registration, such Shares shall be restricted against transfer to
the extent required by the Securities Act or regulations thereunder, and the Administrator may require a Participant receiving
Common Stock pursuant to the Plan, as a condition precedent to receipt of such Common Stock, to represent to the Company in writing
that the Common Stock acquired by such Participant is acquired for investment only and not with a view to distribution.


 


		Section 21.	Section 409A of the Code.



 


The Plan as well as payments and benefits
under the Plan are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the Code,
and, accordingly, to the maximum extent permitted, the Plan shall be interpreted in accordance therewith. Notwithstanding anything
contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A
of the Code, the Participant shall not be considered to have terminated employment or service with the Company for purposes of
the Plan and no payment shall be due to the Participant under the Plan or any Award until the Participant would be considered to
have incurred a “separation from service” from the Company and its Affiliates within the meaning of Section 409A
of the Code. Any payments described in the Plan that are due within the “short term deferral period” as defined in
Section 409A of the Code shall not be treated as deferred compensation unless Applicable Law requires otherwise. Notwithstanding
anything to the contrary in the Plan, to the extent that any Awards (or any other amounts payable under any plan, program or arrangement
of the Company or any of its Affiliates) are payable upon a separation from service and such payment would result in the imposition
of any individual tax and penalty interest charges imposed under Section 409A of the Code, the settlement and payment of such
awards (or other amounts) shall instead be made on the first business day after the date that is six (6) months following
such separation from service (or death, if earlier). Each amount to be paid or benefit to be provided under this Plan shall be
construed as a separate identified payment for purposes of Section 409A of the Code. The Company makes no representation that
any or all of the payments or benefits described in this Plan will be exempt from or comply with Section 409A of the Code
and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Participant shall be
solely responsible for the payment of any taxes and penalties incurred under Section 409A.


 


		Section 22.	Notification of Election Under Section 83(b) of the Code.



 


If any Participant shall, in connection with
the acquisition of shares of Common Stock under the Plan, make the election permitted under Section 83(b) of the Code, such
Participant shall notify the Company of such election within ten (10) days after filing notice of the election with the Internal
Revenue Service.


 


		Section 23.	No Fractional Shares.



 


No fractional shares of Common Stock shall
be issued or delivered pursuant to the Plan. The Administrator shall determine whether cash, other Awards, or other property shall
be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited
or otherwise eliminated.


 


		Section 24.	Beneficiary.



 


A Participant may file with the Administrator
a written designation of a beneficiary on such form as may be prescribed by the Administrator and may, from time to time, amend
or revoke such designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s
estate shall be deemed to be the Participant’s beneficiary.


 






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		Section 25.	Paperless Administration.



 


In the event that the Company establishes,
for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such
as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of
Awards by a Participant may be permitted through the use of such an automated system.


 


		Section 26.	Severability.



 


If any provision of the Plan is held to be
invalid or unenforceable, the other provisions of the Plan shall not be affected but shall be applied as if the invalid or unenforceable
provision had not been included in the Plan.


 


		Section 27.	Clawback.



 


(a) If
the Company is required to prepare a financial restatement due to the material non-compliance of the Company with any financial
reporting requirement, then the Committee may require any Section 16 Officer to repay or forfeit to the Company, and each
Section 16 Officer agrees to so repay or forfeit, that part of the Incentive Compensation received by that Section 16
Officer during the three-year period preceding the publication of the restated financial statement that the Committee determines
was in excess of the amount that such Section 16 Officer would have received had such Incentive Compensation been calculated
based on the financial results reported in the restated financial statement. The Committee may take into account any factors it
deems reasonable in determining whether to seek recoupment of previously paid Incentive Compensation and how much Incentive Compensation
to recoup from each Section 16 Officer (which need not be the same amount or proportion for each Section 16 Officer),
including any determination by the Committee that a Section 16 Officer engaged in fraud, willful misconduct or committed grossly
negligent acts or omissions which materially contributed to the events that led to the financial restatement. The amount and form
of the Incentive Compensation to be recouped shall be determined by the Committee in its sole and absolute discretion, and recoupment
of Incentive Compensation may be made, in the Committee’s sole and absolute discretion, through the cancellation of vested
or unvested Awards, cash repayment or both.


 


(b) Notwithstanding
any other provisions in this Plan, any Award which is subject to recovery under any Applicable Laws, government regulation or stock
exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such Applicable
Law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law,
government regulation or stock exchange listing requirement).


 


		Section 28.	Governing Law.



 


The Plan shall be governed by, and construed
in accordance with, the laws of the State of Delaware, without giving effect to principles of conflicts of law of such state.


 






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		Section 29.	Indemnification.



 


To the extent allowable pursuant to applicable
law, each member of the Board and the Administrator and any officer or other employee to whom authority to administer any component
of the Plan is designated shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that
may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding
to which he or she may be a party or in which he or she may be a party or in which he or she may be involved by reason of any action
or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment
in such action, suit, or proceeding against him or her; provided, however, that he or she gives the Company an opportunity, at
its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The
foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may
be entitled pursuant to the Company’s Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power
that the Company may have to indemnify them or hold them harmless.


 


		Section 30.	Titles and Headings, References to Sections of the Code
or Exchange Act.



 


The titles and headings of the sections in
the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles
or headings, shall control. References to sections of the Code or the Exchange Act shall include any amendment or successor thereto.


 


		Section 31.	Successors.



 


The obligations of the Company under the Plan
shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization
of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of
the Company.


 


		Section 32.	Relationship to other Benefits.



 


No payment pursuant to the Plan shall be taken
into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare, or other
benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in writing in such other plan or
an agreement thereunder.


 


 


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