2015
NONEMPLOYEE EQUITY COMPENSATION
PLAN


 


A
Nevada  corporation (the
“Company”), sets forth
herein the terms
of its 2015
Non employee Equity Compensation
Plan (the “Plan”),
as follows:


 


		1.	PURPOSE



 


The
Plan is intended
to enhance the
ability of the
Company and its
Affiliates (as defined
herein) to attract
and retain highly qualified
nonemployee members of
the Board, consultants
and advisors, and
to motivate such
nonemployee members of the
Board, consultants and
advisors to serve
the Company and
its Affiliates and
to expend maximum
effort to improve
the business results and
earnings of the
Company, by providing
to such persons
an opportunity to
acquire or increase
a direct proprietary interest
in the operations
and future success
of the Company.
To this end,
the Plan provides
for the grant
of stock options, stock
appreciation rights, restricted
stock, restricted stock
units, unrestricted stock,
other stockbased awards
and cash awards. Any
of these awards
may, but need
not, be made
as performance incentives
to reward attainment
of performance goals in
accordance with the
terms hereof. Stock
options granted under
the Plan shall
be nonqualified stock
options.


 


		2.	DEFINITIONS



 


For
purposes of interpreting
the Plan and
related documents (including
Award Agreements), the
following definitions shall apply:


 


2.1. 
“Acquiror” shall
have the meaning
set forth in
Section 15.2.1.


 


2.2. 
“Affiliate” means any
company or other
trade or business
that “controls,” is
“controlled by” or
is “under common control”
with the Company
within the meaning
of Rule 405
of Regulation C
under the Securities
Act, including, without limitation,
any Subsidiary.


 


2.3. 
“Award” means a
grant of an
Option, Stock Appreciation
Right, Restricted Stock,
Restricted Stock Unit,
Other Stockbased Award or
cash award under
the Plan.


 


2.4. 
“Award Agreement” means
a written agreement
between the Company
and a Grantee,
or notice from
the Company or an
Affiliate to a
Grantee that evidences
and sets out
the terms and
conditions of an
Award.


 


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



 


		2.6.	“Business Combination”
shall have the
meaning set forth
in Section 15.2.2.



 


		2.7.	“Change in
Control” shall have
the meaning set
forth in Section
15.2.2.



 


2.8. 
“Code” means the
Internal Revenue Code
of 1986, as
now in effect
or as hereafter
amended. References to
the Code shall include
the valid and
binding governmental regulations,
court decisions and
other regulatory and
judicial authority issued or
rendered thereunder.


 


2.9. 
“Committee” means the
Compensation Committee of
the Board, or
such other committee
as determined by
the Board. The Compensation
Committee of the
Board may, in
its discretion, designate
a subcommittee of
its members to
serve as the Committee
(to the extent
the Board has
not designated another
person, committee or
entity as the
Committee). Following the Initial
Public Offering, (i)
the Board will
cause the Committee
to satisfy the
applicable requirements of
any stock exchange on
which the Common
Stock may then
be listed; and
(ii) for purposes
of Awards to
Grantees who are
subject to Section
16 of the Exchange
Act, Committee means
all of the
members of the
Compensation Committee who
are “nonemployee directors”
within the meaning
of Rule 16b3
adopted under the
Exchange Act.


 


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		2.10.	“Company” shall have
the meaning set
forth in the
preamble.



 


		2.11.	“Common Stock”
or “Stock” means
a share of
common stock of
the Company, par
value $.0001 per
share.



 


2.12. 
“Consultant” means a
consultant or advisor
that provides bona
fide services to
the Company or
any Affiliate and who
qualifies as a
consultant or advisor
under Rule 701
of the Securities
Act (during any
period in which
the Company is not
a public company
subject to the
reporting requirements of
the Exchange Act)
or Form S8
(during any period
in which the Company
is a public
company subject to
the reporting requirements
of the Exchange
Act).


 


		2.13.	“Effective Date” means
March 20, 2015,
the date the
Plan was approved
by the Company’s
stockholders.



 


		2.14.	“Exchange Act” means
the Securities Exchange
Act of 1934,
as now in
effect or as
hereafter amended.



 


2.15. 
“Fair Market Value”
of a share
of Common Stock
as of a
particular date shall
mean (1) if
the Common Stock is
listed on a
national securities exchange,
the closing or
last price of
the Common Stock
on the composite
tape or other comparable
reporting system for
the applicable date,
or if the
applicable date is
not a trading
day, the trading
day immediately preceding the
applicable date, or
(2) if the
shares of Common
Stock are not
then listed on
a national securities
exchange, or the value
of such shares
is not otherwise
determinable, such value
as determined by
the Board in
good faith in
its sole discretion.


 


2.16. 
“Family Member” means
a person who
is a spouse,
former spouse, child,
stepchild, grandchild, parent, stepparent,
grandparent, niece, nephew,
motherinlaw, fatherinlaw, soninlaw,
daughterinlaw, brother, sister,
brotherin law, or sisterinlaw,
including adoptive relationships,
of the applicable
individual, any person
sharing the applicable individual’s
household (other than
a tenant or
employee), a trust
in which any
one or more
of these persons
have more than fifty
percent of the
beneficial interest, a
foundation in which
any one or
more of these
persons (or the
applicable individual) control the
management of assets,
and any other
entity in which
one or more
of these persons
(or the applicable
individual) own more than
fifty percent of
the voting interests.


 


2.17. 
“Grant Date” means,
as determined by
the Board, the
latest to occur
of (i) the
date as of
which the Board approves
an Award, (ii)
the date on
which the recipient
of an Award
first becomes eligible
to receive an
Award under Section 6,
or (iii) such
other date as
may be specified
by the Board
in the Award
Agreement.


 


		2.18.	“Grantee” means a
person who receives
or holds an
Award under the
Plan.



 


2.19. 
“Holder” means, with
respect to any
Issued Shares, the
person holding such
Issued Shares, including
the initial Grantee or
any Permitted Transferee.


 


		2.20.	“Incumbent Directors”
shall have the
meaning set forth
in Section 15.2.2.



 


2.21. 
“Initial Public Offering”
means the initial
public offering of
shares of Common
Stock pursuant to
a registration statement (other
than a Form
S8 or successor
forms) filed with,
and declared effective
by, the SEC.


 


 


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2.22. 
“Issued Shares” means,
collectively, all outstanding
shares of Stock
issued pursuant to
Awards (including without limitation,
outstanding shares of
Restricted Stock prior
to or after
vesting and shares
issued in connection
with the exercise of
an Option or
SAR).


 


		2.23.	“New Shares”
shall have the
meaning set forth
in Section 15.1.



 


		2.24.	“Offered Shares”
shall have the
meaning set forth
in Section 17.4.1.



 


		2.25.	“Offering” shall
have the meaning
set forth in
Section 17.5.



 


		2.26.	“Option” means an
option to purchase
one or more
shares of Stock
pursuant to the
Plan.



 


		2.27.	“Option Price” means
the exercise price
for each share
of Stock subject
to an Option.



 


2.28. 
“Other Stockbased Awards”
means Awards consisting
of Stock units,
or other Awards,
valued in whole
or in part by
reference to, or
otherwise based on,
Common Stock.


 


		2.29.	“Performance Award” means
an Award made
subject to the
attainment of performance
goals (as described
in



Section 12)
over a performance
period of at
least one year.


 


2.30. 
“Permitted Transferee” means
any of the
following to whom
a Holder may
transfer Issued Shares
hereunder (as set forth
in Section 17.13.3):
the Holder’s spouse,
children (natural or
adopted), stepchildren or
a trust for
their sole benefit of
which the Holder
is the settlor;
provided however, that
any such trust
does not require
or permit distribution
of any Issued Shares
during the term
of this Agreement
unless subject to
its terms. Upon
the death of
the Holder, the
term Permitted Transferees shall
also include such
deceased Holder’s estate,
executors, administrators, personal
representatives, heirs, legatees and
distributees, as the
case may be.


 


		2.31.	“Plan” shall have
the meaning set
forth in the
preamble.



 


		2.32.	“Purchase Price” means
the purchase price
for each share
of Stock pursuant
to a grant
of Restricted Stock.



 


		2.33.	“Restricted Period”
shall have the
meaning set forth
in Section 10.1.



 


		2.34.	“Restricted Stock”
means shares of
Stock, awarded to
a Grantee pursuant
to Section 10.



 


2.35. 
“Restricted Stock
Unit” means
a bookkeeping entry
representing the equivalent
of shares of
Stock, awarded to a
Grantee pursuant to
Section 10.


 


		2.36.	“SAR Exercise
Price” means the
per share exercise
price of a
SAR granted to
a Grantee under
Section 9.



 


		2.37.	“SEC” means the
United States Securities
and Exchange Commission.



 


		2.38.	“Section 409A”
means Section 409A
of the Code.



 


		2.39.	“Securities Act” means
the Securities Act
of 1933, as
now in effect
or as hereafter
amended.



 


2.40. 
“Separation from Service”
means a termination
of Service by
a Service Provider,
as determined by
the Board, which determination
shall be final,
binding and conclusive;
provided, however, that
if any Award
governed by Section
409A is to be
distributed on a
Separation from Service,
then the definition
of Separation from
Service for such
purposes shall comply with
the definition provided
in Section 409A.


 


 


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2.41. 
“Service” means service
as a Service
Provider to the
Company or an
Affiliate. Unless otherwise
stated in the applicable
Award Agreement, a
Grantee’s change in
position or duties
shall not result
in interrupted or
terminated Service, so long
as such Grantee
continues to be
a Service Provider
to the Company
or an Affiliate.


 


		2.42.	“Service Provider” means
a nonemployee member
of the Board,
or Consultant of
the Company or
an Affiliate.



 


		2.43.	“Stock Appreciation
Right” or “SAR”
means a right
granted to a
Grantee under Section
9.



 


 


Code.


		2.44.	“Subsidiary” means any
“subsidiary corporation” of
the Company within
the meaning of
Section 424(f) of
the



 


2.45. 
“Substitute Award” means
any Award granted
in assumption of
or in substitution
for an award
of a company or
business acquired by
the Company or
a Subsidiary or
with which the
Company or an
Affiliate combines.


 


2.46. 
“Termination Date”
means the
date that is
ten (10) years
after the Effective
Date, unless the
Plan is earlier terminated
by the Board
under Section 5.2.


 


		2.47.	“Voting Securities”
shall have the
meaning set forth
in Section 15.2.2.



 


		3.	ADMINISTRATION OF THE
PLAN



 


		3.1.	General.



 


The
Board shall have
such powers and
authorities related to
the administration of
the Plan as
are consistent with
the Company’s certificate of
incorporation and bylaws
and applicable law.
The Board shall
have the power
and authority to delegate
its responsibilities hereunder
to the Committee,
which shall have
full authority to
act in accordance
with its charter
(as in effect from
time to time),
and with respect
to the authority
of the Board
to act hereunder,
all references to
the Board shall
be deemed to include
a reference to the
Committee, to the
extent such power
or responsibilities have
been delegated. Except
as specifically provided in
Section 14 or
as otherwise may
be required by
applicable law, regulatory
requirement or the
certificate of incorporation or
the bylaws of
the Company, the
Board shall have
full power and
authority to take
all actions and
to make


all
determinations required or
provided for under
the Plan, any
Award or any
Award Agreement, and
shall have full
power and authority to
take all such
other actions and
make all such
other determinations not
inconsistent with the
specific terms and provisions
of the Plan
that the Board
deems to be
necessary or appropriate
to the administration
of the Plan.
Following the Initial Public
Offering, the Committee
shall administer the
Plan; provided, however,
the Board shall
retain the right
to exercise the authority
of the Committee
to the extent
consistent with applicable
law and the
applicable requirements of
any securities exchange on
which the Common
Stock may then
be listed. The
interpretation and construction
by the Board
of any provision of
the Plan, any
Award or any
Award Agreement shall
be final, binding
and conclusive. Without
limitation, the Board
shall have full and
final authority, subject
to the other
terms and conditions
of the Plan,
to:


 


(i)               
designate Grantees;


 


		(ii)	determine the type
or types of
Awards to be
made to a
Grantee;



 


		(iii)	determine the number
of shares of
Stock to be
subject to an
Award;



 


 


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(iv)           
establish the terms
and conditions of
each Award (including,
but not limited
to, the Option
Price of any Option,
the nature and
duration of any
restriction or condition
(or provision for
lapse thereof) relating
to the vesting,
exercise, transfer, or forfeiture
of an Award
or the shares
of Stock subject
thereto;


 


		(v)	prescribe the form
of each Award
Agreement; and



 


(vi)           
amend, modify, or
supplement the terms
of any outstanding
Award including the
authority, in order
to effectuate the purposes
of the Plan,
to modify Awards
to foreign nationals
or individuals who
are employed outside
the United States to
recognize differences in
local law, tax
policy, or custom.


 


		3.2.	Award Agreements; Clawbacks.



 


The
grant of any
Award may be
contingent upon the
Grantee executing the
appropriate Award Agreement.
The Company may retain
the right in
an Award Agreement
to cause a
forfeiture of the
gain realized by
a Grantee on
account of actions taken
by the Grantee
in violation or
breach of or
in conflict with
any employment agreement,
noncompetition agreement, any agreement
prohibiting solicitation of
employees or clients
of the Company
or any Affiliate
thereof or any confidentiality
obligation with respect
to the Company
or any Affiliate
thereof or otherwise
in competition with
the Company or any
Affiliate thereof, to
the extent specified
in such Award
Agreement applicable to
the Grantee. Furthermore,
the Company may annul
an Award if
the Grantee is
terminated for “cause”
as defined in
the applicable Award
Agreement.


 


Following
the Initial Public
Offering, Awards shall
be subject to
the requirements of
(i) Section 954
of the Dodd Frank
Wall Street Reform
and Consumer Protection
Act (regarding recovery
of erroneously awarded
compensation) and any implementing
rules and regulations
thereunder,, (ii) similar
rules under the
laws of any
other jurisdiction, (iii)
any compensation recovery policies
adopted by the
Company to implement
any such requirements
or (iv) any
other compensation recovery policies
as may be
adopted from time
to time by
the Company, all
to the extent
determined by the
Committee in its discretion
to be applicable
to a Grantee.


 


		3.3.	Deferral Arrangement.



The
Board may permit
or require the
deferral of any
Award payment into
a deferred compensation
arrangement, subject to such
rules and procedures
as it may
establish and in
accordance with Section
409A, which may
include provisions for the
payment or crediting
of interest or
dividend equivalents, including
converting such credits
into deferred Stock
units.


 


		3.4.	No Liability.



No
member of the
Board or of
the Committee shall
be liable for
any action or
determination made in
good faith with respect
to the Plan,
any Award or
Award Agreement.


 


		3.5.	Book Entry.



 


Notwithstanding
any other provision
of this Plan
to the contrary,
the Company may
elect to satisfy
any requirement under this
Plan for the
delivery of stock
certificates through the
use of bookentry.


 


		4.	STOCK SUBJECT TO
THE PLAN



 


		4.1.	Authorized Number
of Shares.



Subject
to adjustment under
Section 15, the
aggregate number of
shares of Common
Stock that may
be initially issued pursuant
to the Plan
is 6,000,000; Shares
issued under the
Plan may consist
in whole or
in part of
authorized but unissued
shares, treasury shares, or
shares purchased on
the open market
or otherwise, all
as determined by
the Company from
time to time.


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		4.2.	Share Counting.



 


Any
Award settled in
cash shall not
be counted as
shares of Common
Stock for any
purpose under this
Plan. If any Award
under the Plan
expires, or is
terminated, surrendered or
forfeited, in whole
or in part,
the unissued Common
Stock covered by such
Award shall again
be available for
the grant of
Awards under the
Plan. If shares
of Common Stock
issued pursuant to the
Plan are repurchased
by, or are
surrendered or forfeited
to the Company
at no more
than cost, such
shares of Common Stock
shall again be
available for the
grant of Awards
under the Plan.
If shares of
Common Stock issuable
upon exercise, vesting or
settlement of an
Award, or shares
of Common Stock
owned by a
Grantee (which are
not subject to
any pledge or other
security interest), are
surrendered or tendered
to the Company
in payment of
the Option Price
or Purchase Price of
an Award or
any taxes required
to be withheld
in respect of
an Award, in
each case, in
accordance with the
terms and conditions of the
Plan and any
applicable Award Agreement,
such surrendered or
tendered shares of
Common Stock shall


again
become available for
issuance under the
Plan. In addition,
in the case
of any Substitute
Award, such Substitute
Award shall not be
counted against the
number of shares
reserved under the
Plan.


 


		5.	EFFECTIVE DATE, DURATION
AND AMENDMENTS



 


		5.1.	Term.



 


The
Plan shall be
effective as of
the Effective Date,
provided that it
has been approved
by the Company’s stockholders.
The Plan shall
terminate automatically on
the ten (10)
year anniversary of
the Effective Date
and may be terminated
on any earlier
date as provided
in Section 5.2.


 


		5.2.	Amendment and Termination
of the Plan.



 


The
Board may, at
any time and
from time to
time, amend, suspend,
or terminate the
Plan as to
any Awards which have
not been made.
An amendment shall
be contingent on
approval of the
Company’s stockholders to
the extent stated
by the Board, required
by applicable law
or required by
applicable stock exchange
listing requirements. No
Awards shall be
made after the Termination
Date. The applicable
terms of the
Plan, and any
terms and conditions
applicable to Awards
granted prior to the
Termination Date shall
survive the termination
of the Plan
and continue to
apply to such
Awards. No amendment, suspension,
or termination of
the Plan shall,
without the consent
of the Grantee,
materially impair rights
or obligations under any
Award theretofore awarded.


 


		6.	AWARD ELIGIBILITY AND
LIMITATIONS



 


		6.1.	Service Providers.



 


Subject
to this Section
6, Awards may
be made to
any Service Provider
as the Board
shall determine and
designate from time to
time in its
discretion.


 


		6.2.	Successive Awards.



 


An
eligible person may
receive more than
one Award, subject
to such restrictions
as are provided
herein.


 


 


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		6.3.	StandAlone, Additional, Tandem,
and Substitute Awards.



 


Awards
may, in the
discretion of the
Board, be granted
either alone or
in addition to,
in tandem with,
or in substitution or
exchange for, any
other Award or
any award granted
under another plan
of the Company,
any Affiliate, or
any business entity to
be acquired by
the Company or
an Affiliate, or
any other right
of a Grantee
to receive payment
from the Company or
any Affiliate. Such
additional, tandem, and
substitute or exchange
Awards may be
granted at any
time. If an Award
is granted in
substitution or exchange
for another Award,
the Board shall
have the right
to require the
surrender of such other
Award in consideration
for the grant
of the new
Award. Subject to
the requirements of
applicable law, the
Board shall have the
right, in its
discretion, to make
Awards in substitution
or exchange for
any other award
under another plan
of the Company, any
Affiliate, or any
business entity to
be acquired by
the Company or
an Affiliate. In
addition, Awards may
be granted in lieu
of cash compensation,
including in lieu
of cash amounts
payable under other
plans of the
Company or any Affiliate,
in which the
value of Stock
subject to the
Award is equivalent
in value to
the cash compensation
(for example, Restricted Stock
Units or Restricted
Stock).


 


		7.	AWARD AGREEMENT



 


Each
Award shall be
evidenced by an
Award Agreement, in
such form or
forms as the
Board shall from
time to time determine.
Without limiting the
foregoing, an Award
Agreement may be
provided in the
form of a
notice which provides that
acceptance of the
Award constitutes acceptance
of all terms
of the Plan
and the notice.
Award Agreements granted
from time to time
or at the
same time need
not contain similar
provisions but shall
be consistent with
the terms of
the Plan.


 


		8.	TERMS AND CONDITIONS
OF OPTIONS



		8.1.	Option Price.



 


The
Option Price of
each Option shall
be fixed by
the Board and
stated in the
related Award Agreement.
In no case shall
the Option Price
of any Option
be less than
the par value
of a share
of Stock.


 


		8.2.	Vesting.



Subject
to Section 8.3,
each Option shall
become exercisable at
such times and
under such conditions
(including, without limitation, performance
requirements) as shall
be determined by
the Board and
stated in the
Award Agreement.


 


		8.3.	Term.



 


Each
Option shall terminate,
and all rights
to purchase shares
of Stock thereunder
shall cease, upon
the expiration of the
Option term determined
by the Board
and stated in
the Award Agreement
not to exceed
ten (10) years
from the Grant Date,
or under such
circumstances and on
such date prior
thereto as is
set forth in
the Plan or
as may be
fixed by the
Board and stated in
the related Award
Agreement.


 


		8.4.	Limitations on Exercise
of Option.



 


Notwithstanding
any other provision
of the Plan,
in no event
may any Option
be exercised, in
whole or in
part,


(i)
prior to the
date the Plan
is approved by
the stockholders of
the Company as
provided herein or
(ii) after the
occurrence of an event
which results in
termination of the
Option.


 


		8.5.	Method of Exercise.



 


An
Option that is
exercisable may be
exercised by the
Grantee’s delivery of
a notice of
exercise to the
Company, setting forth the
number of shares
of Stock with
respect to which
the Option is
to be exercised,
accompanied by full
payment for the shares.
To be effective,
notice of exercise
must be made
in accordance with
procedures established by
the Company from time
to time.


 


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		8.6.	Rights of Holders
of Options.



 


Unless
otherwise stated in
the related Award
Agreement, an individual
holding or exercising
an Option shall
have none of the
rights of a
stockholder (for example,
the right to
receive cash or
dividend payments or
distributions attributable to the
subject shares of
Stock or to
direct the voting
of the subject
shares of Stock
) until the
shares of Stock
covered thereby are fully
paid and issued
to him. Except
as provided in
Section 15 or
the related Award
Agreement, no adjustment
shall be made for
dividends, distributions or
other rights for
which the record
date is prior
to the date
of such issuance.


 


		8.7.	Delivery of Stock
Certificates.



 


Promptly
after the exercise
of an Option
by a Grantee
and the payment
in full of
the Option Price,
such Grantee shall be
entitled to the
issuance of a
stock certificate or
certificates evidencing his
or her ownership
of the shares
of Stock subject to
the Option.


 


		9.	TERMS AND CONDITIONS
OF STOCK APPRECIATION
RIGHTS



 


		9.1.	Right to
Payment.



 


A
SAR shall confer
on the Grantee
a right to
receive, upon exercise
thereof, the excess
of (i) the
Fair Market Value of
one share of
Stock on the
date of exercise
over (ii) the
SAR Exercise Price,
as determined by
the Board. The
Award Agreement for an
SAR shall specify
the SAR Exercise
Price. SARs may
be granted alone
or in conjunction
with all or
part of an Option
or at any
subsequent time during
the term of
such Option or
in conjunction with
all or part
of any other
Award.


 


		9.2.	Other Terms.



 


The
Board shall determine
at the Grant
Date or thereafter,
the time or
times at which
and the circumstances
under which a SAR
may be exercised
in whole or
in part (including
based on achievement
of performance goals
and/or future service requirements),
the time or
times at which
SARs shall cease
to be or
become exercisable following
Separation from Service
or upon other conditions,
the method of
exercise, whether or
not a SAR
shall be in
tandem or in
combination with any
other Award, and any
other terms and
conditions of any
SAR.


 


		9.3.	Term of SARs.



 


The
term of a
SAR granted under
the Plan shall
be determined by
the Board, in
its sole discretion;
provided, however, that such
term shall not
exceed ten (10)
years.


 


		9.4.	Payment of SAR
Amount.



 


Upon
exercise of a
SAR, a Grantee
shall be entitled
to receive payment
from the Company
(in cash or
Stock, as determined by
the Board) in
an amount determined
by multiplying:


 


 


Price;
by


		(i)	the difference between
the Fair Market
Value of a
share of Stock
on the date
of exercise over
the SAR Exercise



 


		(ii)	the number of
shares of Stock
with respect to
which the SAR
is exercised.



 


 


8


 




    	 



    	 



    

		10.	TERMS AND CONDITIONS
OF RESTRICTED STOCK
AND RESTRICTED STOCK
UNITS



 


		10.1.	Restrictions.



 


At
the time of
grant, the Board
may, in its
sole discretion, establish
a period of
time (a “Restricted
Period”) and any additional
restrictions including the
satisfaction of corporate
or individual performance
objectives applicable to
an Award of Restricted
Stock or Restricted
Stock Units in
accordance with Section
12.1 and 12.2.
Each Award of
Restricted Stock or Restricted
Stock Units may
be subject to
a different Restricted
Period and additional
restrictions. Neither Restricted
Stock nor Restricted Stock
Units may be
sold, transferred, assigned,
pledged or otherwise
encumbered or disposed
of during the Restricted
Period or prior
to the satisfaction
of any other
applicable restrictions.


 


		10.2.	Restricted Stock Certificates.



 


The
Company shall issue
stock, in the
name of each
Grantee to whom
Restricted Stock has
been granted, stock certificates
or other evidence
of ownership representing
the total number
of shares of
Restricted Stock granted
to the Grantee, as
soon as reasonably
practicable after the
Grant Date. The
Board may provide
in an Award
Agreement that either
(i) the Secretary of
the Company shall
hold such certificates
for the Grantee’s
benefit until such
time as the
Restricted Stock is forfeited
to the Company
or the restrictions
lapse, or (ii)
such certificates shall
be delivered to
the Grantee; provided,
however, that such certificates
shall bear a
legend or legends
that comply with
the applicable securities
laws and regulations
and make appropriate reference
to the restrictions
imposed under the
Plan and the
Award Agreement.


 


		10.3.	Rights of Holders
of Restricted Stock.



 


Unless
the Board otherwise
provides in an
Award Agreement, holders
of Restricted Stock
shall have rights
as stockholders of the
Company, including voting
and dividend rights.


 


		10.4.	Rights of Holders
of Restricted Stock
Units.



 


		10.4.1.	Settlement of
Restricted Stock Units.



 


Restricted
Stock Units may
be settled in
cash or Stock,
as determined by
the Board and
set forth in
the Award Agreement. The
Award Agreement shall
also set forth
whether the Restricted
Stock Units shall
be settled (i)
within the time period
specified in Section
17.11 for short
term deferrals or
(ii) otherwise within
the requirements of
Section 409A, in
which case the Award
Agreement shall specify
upon which events
such Restricted Stock
Units shall be
settled.


 


		10.4.2.	Voting and Dividend
Rights.



 


Unless
otherwise stated in
the applicable Award
Agreement, holders of
Restricted Stock Units
shall not have
rights as stockholders of
the Company, including
no voting or
dividend or dividend
equivalents rights.


 


		10.4.3.	Creditor’s Rights.



 


A
holder of Restricted
Stock Units shall
have no rights
other than those
of a general
creditor of the
Company.


Restricted
Stock Units represent
an unfunded and
unsecured obligation of
the Company, subject
to the terms
and conditions of the
applicable Award Agreement.


 


 


9


 




    	 



    	 



    

		10.5.	Purchase of Restricted
Stock.



 


The
Grantee shall be
required, to the
extent required by
applicable law, to
purchase the Restricted
Stock from the Company
at a Purchase
Price equal to
the greater of
(i) the aggregate
par value of
the shares of
Stock represented by
such Restricted Stock or
(ii) the Purchase
Price, if any,
specified in the
related Award Agreement.
If specified in
the Award Agreement, the
Purchase Price may
be deemed paid
by Services already
rendered. The Purchase
Price shall be
payable in a form
described in Section
11 or, in
the discretion of
the Board, in
consideration for past
Services rendered.


 


		10.6.	Delivery of Stock.



 


Upon
the expiration or
termination of any
Restricted Period and
the satisfaction of
any other conditions
prescribed by the Board,
the restrictions applicable
to shares of
Restricted Stock or
Restricted Stock Units
settled in Stock
shall lapse, and, unless
otherwise provided in
the Award Agreement,
a stock certificate
for such shares
shall be delivered,
free of all
such restrictions, to the
Grantee or the
Grantee’s beneficiary or
estate, as the
case may be.


 


		11.	FORM OF PAYMENT
FOR OPTIONS AND
RESTRICTED STOCK



 


		11.1.	General Rule.



 


Payment
of the Option
Price for the
shares purchased pursuant
to the exercise
of an Option
or the Purchase
Price for Restricted Stock
shall be made
in cash or
in cash equivalents
acceptable to the
Company, except as
provided in this Section
11.


 


		11.2.	Surrender of Stock.



 


To
the extent the
Award Agreement so
provides, payment of
the Option Price
for shares purchased
pursuant to the exercise
of an Option
or the Purchase
Price for Restricted
Stock may be
made all or
in part through
the tender to
the Company of shares
of Stock, which
shares shall be
valued, for purposes
of determining the
extent to which
the Option Price
or Purchase Price for
Restricted Stock has
been paid thereby,
at their Fair
Market Value on
the date of
exercise or surrender.


 


		11.3.	Cashless Exercise.



With
respect to an
Option only (and
not with respect
to Restricted Stock)
following the Initial
Public Offering, to the
extent permitted by
law and to
the extent the
Award Agreement so
provides, payment of
the Option Price
may be made
all or in part
by delivery (on
a form acceptable
to the Company)
of an irrevocable
direction to a
licensed securities broker acceptable
to the Company
to sell shares
of Stock and
to deliver all
or part of
the sales proceeds
to the Company
in payment of the
Option Price and
any withholding taxes
described in Section
17.3.


 


		11.4.	Other Forms of
Payment.



 


To
the extent the
Award Agreement so
provides, payment of
the Option Price
or the Purchase
Price for Restricted Stock
may be made
in any other
form that is
consistent with applicable
laws, regulations and
rules, including, but
not limited to, the
Company’s withholding of
shares of Stock
otherwise due to
the exercising Grantee.


 


		12.	TERMS AND CONDITIONS
OF PERFORMANCE AWARDS



 


		12.1.	Performance Conditions.



The
right of a
Grantee to exercise
or receive a
grant or settlement
of any Award,
and the timing
thereof, may be subject
to such performance
conditions as may
be specified by
the Board. The
Board may use
such business criteria
and other measures of
performance as it
may deem appropriate
in establishing any
performance conditions, and
may exercise its discretion
to reduce the
amounts payable under
any Award subject
to performance conditions.


 


10


 




    	 



    	 



    

		12.2.	Settlement of Performance
Awards; Other Terms.



 


Settlement
of Performance Awards
shall be in
cash, Stock, other
Awards or other
property, in the
discretion of the Board.
The Board may,
in its discretion,
reduce the amount
of a settlement
otherwise to be
made in connection
with such Performance Awards.


 


		13.	OTHER STOCKBASED AWARDS



 


		13.1.	Grant of
Other Stockbased Awards.



 


Other
Stockbased Awards may
be granted either
alone or in
addition to or
in conjunction with
other Awards under the
Plan. Subject to
the provisions of
the Plan, the
Board shall have
the sole and
complete authority to
determine the persons
to whom and the
time or times
at which such
Awards shall be
made, the number
of shares of
Common Stock to
be granted pursuant to
such Awards, and
all other conditions
of such Awards.
Unless the Board
determines otherwise, any
such Award shall be
confirmed by an
Award Agreement, which
shall contain such
provisions as the
Board determines to
be necessary or appropriate
to carry out
the intent of
this Plan with
respect to such
Award.


 


		13.2.	Terms of Other
Stockbased Awards.



 


Any
Common Stock subject
to Awards made
under this Section
13 may not
be sold, assigned,
transferred, pledged or otherwise
encumbered prior to
the date on
which the shares
are issued, or,
if later, the
date on which
any applicable restriction, performance
or deferral period
lapses.


 


		14.	REQUIREMENTS OF LAW



 


		14.1.	General.



 


The
Company shall not
be required to
sell or issue
any shares of
Stock under any
Award if the
sale or issuance
of such shares would
constitute a violation
by the Grantee,
any other individual
exercising an Option,
or the Company
of any provision of
any law or
regulation of any
governmental authority, including
without limitation any
federal or state
securities laws or regulations.
If at any
time the Company
shall determine, in
its discretion, that
the listing, registration
or qualification of any
shares subject to
an Award upon any
securities exchange or
under any governmental
regulatory body is
necessary or desirable as
a condition of,
or in connection
with, the issuance
or purchase of
shares hereunder, no
shares of Stock
may be issued or
sold to the
Grantee or any
other individual exercising
an Option pursuant
to such Award
unless such listing, registration,
qualification, consent or
approval shall have
been effected or
obtained free of
any conditions not
acceptable to the Company,
and any delay
caused thereby shall
in no way
affect the date of
termination of the
Award. Specifically, in


connection
with the Securities
Act, upon the
exercise of any
Option or the
delivery of any
shares of Stock
underlying an Award, unless
a registration statement
under such Act
is in effect
with respect to
the shares of
Stock covered by
such Award, the Company
shall not be
required to sell
or issue such
shares unless the
Board has received
evidence satisfactory to
it that the Grantee
or any other
individual exercising an
Option may acquire
such shares pursuant
to an exemption
from registration under the
Securities Act. Any
determination in this
connection by the
Board shall be
final, binding, and
conclusive. The Company may,
but shall in
no event be
obligated to, register
any securities covered
hereby pursuant to
the Securities Act.
The Company shall not
be obligated to
take any affirmative
action in order
to cause the
exercise of an
Option or the
issuance of


shares
of Stock pursuant
to the Plan
to comply with
any law or
regulation of any
governmental authority. As
to any jurisdiction that
expressly imposes the
requirement that an
Option shall not
be exercisable until
the shares of
Stock covered by
such Option are registered
or are exempt
from registration, the
exercise of such
Option (under circumstances
in which the
laws of such jurisdiction
apply) shall be
deemed conditioned upon
the effectiveness of
such registration or
the availability of
such an exemption.


 


 


11


 




    	 



    	 



    

		14.2.	Section 25102(o) of
the California Corporations
Code.



 


This
Plan is intended
to comply with
Section 25102(o) of
the California Corporations
Code. In that
regard, to the extent
required by Section
25102(o), (i) the
terms of any
Options or SARs,
to the extent
vested and exercisable
upon a Grantee’s Separation
from Service, shall
include any minimum
exercise periods following
Separation from Service
specified by Section 25102(o),
and (ii) any
repurchase right of
the Company with
respect to shares
of Stock issued
under the Plan
shall include a minimum
90day notice requirement.
Any provision of
this Plan which
is inconsistent with
Section 25102(o) shall, without
further act or
amendment by the
Company or the
Board, be reformed
to comply with
the requirements of
Section 25102(o).


 


		14.3.	Rule 16b3.



 


During
any time when
the Company has
a class of
equity security registered
under Section 12
of the Exchange
Act, it is the
intent of the
Company that Awards
and the exercise
of Options granted
to officers and
directors hereunder will
qualify for the exemption
provided by Rule
16b3 under the
Exchange Act. To
the extent that
any provision of
the Plan or
action by


the
Board or Committee
does not comply
with the requirements
of Rule 16b3,
it shall be
deemed inoperative to
the extent permitted by
law and deemed
advisable by the
Board, and shall
not affect the
validity of the
Plan. In the
event that Rule
16b3 is revised or
replaced, the Board
may exercise its
discretion to modify
this Plan in
any respect necessary
to satisfy the requirements
of, or to
take advantage of
any features of,
the revised exemption
or its replacement.


 


		15.	EFFECT OF CHANGES
IN CAPITALIZATION



 


		15.1.	Adjustments for
Changes in Capital
Structure.



 


Subject
to any required
action by the
stockholders of the
Company, in the
event of any
change in the
Stock effected without receipt
of consideration by
the Company, whether
through merger, consolidation,
reorganization, reincorporation, recapitalization,
reclassification, stock dividend,
stock split, reverse
stock split, splitup,
splitoff, spinoff, combination
of shares, exchange of
shares, or similar
change in the
capital structure of
the Company, or
in the event
of payment of
a dividend or distribution
to the stockholders
of the Company
in a form
other than Stock
(excepting normal cash dividends)
that has a material
effect on the
Fair Market Value
of shares of
Stock, appropriate and
proportionate adjustments shall
be made in
the number and class
of shares subject
to the Plan
and to any
outstanding Awards, and
in the Option
Price, SAR Exercise
Price or Purchase Price
per share of
any outstanding Awards
in order to
prevent dilution or
enlargement of Grantees’
rights under the Plan.
For purposes of
the foregoing, conversion
of any convertible
securities of the
Company shall not
be treated as
“effected without receipt of
consideration by the
Company.” If a
majority of the
shares which are
of the same
class as the
shares that are subject
to outstanding Awards
are exchanged for,
converted into, or
otherwise become (whether
or not pursuant
to a Change
in Control) shares of
another corporation (the
“New Shares”), the
Board may unilaterally
amend the outstanding
Awards to provide that
such Awards are
for New Shares.
In the event
of any such
amendment, the number
of shares subject
to, and the Option
Price, SAR Exercise
Price or Purchase
Price per share
of, the outstanding
Awards shall be
adjusted in a
fair and equitable manner
as determined by
the Board, in
its discretion. Any
fractional share resulting
from an adjustment
pursuant to this Section
15.1 shall be
rounded down to
the nearest whole
number and the
Option Price, SAR
Exercise Price or
Purchase Price per share
shall be rounded
up to the
nearest whole cent.
In no event
may the exercise
price of any
Award be decreased
to an amount less
than the par
value, if any,
of the stock
subject to the
Award. The Board
in its sole
discretion, may also
make such adjustments in
the terms of
any Award to
reflect, or related
to, such changes
in the capital
structure of the
Company or distributions as
it deems appropriate.
Adjustments determined by
the Board pursuant
to this Section
15.1 shall be
made in accordance with
Section 409A to
the extent applicable.


 


 


12


 




    	 



    	 



    

		15.2.	Change in Control.



 


		15.2.1.	Consequences of
a Change in
Control.



 


Subject
to the requirements
and limitations of
Section 409A if
applicable, the Board
may provide for
any one or more
of the following
in connection with
a Change in
Control:


 


(a)                 
Accelerated Vesting. The
Board may, in
its discretion, provide
in any Award
Agreement or, in
the event of a
Change in Control,
may take such
actions as it
deems appropriate to
provide for the
acceleration of the
exercisability, vesting and/or settlement
in connection with
such Change in
Control of each
or any outstanding
Award or portion thereof
and shares acquired
pursuant thereto upon
such conditions, including
termination of the
Grantee’s Service prior
to, upon, or following
such Change in
Control, to such
extent as the
Board shall determine.


 


(b)                    
Assumption, Continuation or
Substitution. In the
event of a
Change in Control,
the surviving, continuing, successor,
or purchasing corporation
or other business
entity or parent
thereof, as the
case may be
(the “Acquiror”), may,
without the consent
of any Grantee,
either assume or
continue the Company’s
rights and obligations
under each or any
Award or portion
thereof outstanding immediately
prior to the
Change in Control
or substitute for
each or any
such outstanding Award or
portion thereof a
substantially equivalent award
with respect to
the Acquiror’s stock,
as applicable. For purposes
of this Section
15.2.1, if so
determined by the
Board, in its
discretion, an Award
denominated in shares
of Stock shall be
deemed assumed if,
following the Change
in Control, the
Award confers the
right to receive,
subject to the
terms and conditions of
the Plan and
the applicable Award
Agreement, for each
share of Stock
subject to the
Award immediately prior
to the Change in
Control, the consideration
(whether stock, cash,
other securities or
property or a
combination thereof) to
which a holder of
a share of
Stock on the
effective date of
the Change in
Control was entitled;
provided, however, that
if such consideration is
not solely common
stock of the
Acquiror, the Board
may, with the
consent of the
Acquiror, provide for
the consideration to be
received upon the
exercise or settlement
of the Award,
for each share
of Stock subject
to the Award,
to consist solely of
common stock of
the Acquiror equal
in Fair Market
Value to the
per share consideration
received by holders of
Stock pursuant to
the Change in
Control. If any
portion of such
consideration may be
received by holders
of Stock pursuant to
the Change in
Control on a
contingent or delayed
basis, the Board
may, in its
sole discretion, determine
such Fair Market Value
per share as
of the time
of the Change
in Control on
the basis of
the Board’s good
faith estimate of
the present value
of the probable future
payment of such
consideration. Any Award
or portion thereof
which is neither
assumed or continued
by the Acquiror in
connection with the
Change in Control
nor exercised or
settled as of
the time of
consummation of the
Change in Control shall
terminate and cease
to be outstanding
effective as of
the time of
consummation of the
Change in Control.


 


(c)                 
CashOut of Awards.
The Board may,
in its discretion
and without the
consent of any
Grantee, determine that, upon
the occurrence of
a Change in
Control, each or
any Award or
a portion thereof
outstanding immediately prior to
the Change in
Control and not
previously exercised or
settled shall be
canceled in exchange
for a payment
with respect to each
vested share (and
each unvested share,
if so determined
by the Board)
of Stock subject
to such canceled
Award in


(i)
cash, (ii) stock
of the Company
or of a
corporation or other
business entity a
party to the
Change in Control,
or (iii) other property
which, in any
such case, shall
be in an
amount having a
Fair Market Value
equal to the
Fair Market Value
of the consideration to
be paid per
share of Stock
in the Change
in Control, reduced
by the exercise
or purchase price
per share, if
any, under such Award.
If any portion
of such consideration
may be received
by holders of Stock
pursuant to the
Change in Control on
a contingent or
delayed basis, the
Board may, in
its sole discretion,
determine such Fair
Market Value per
share as of the
time of the
Change in Control
on the basis
of the Board’s
good faith estimate
of the present
value of the
probable future payment of
such consideration. In
the event such
determination is made
by the Board,
the amount of
such payment (reduced
by applicable withholding taxes,
if any) shall
be paid to
Grantees in respect
of the vested portions
of their canceled
Awards as soon as
practicable following the
date of the
Change in Control
and in respect
of the unvested
portions of their
canceled Awards in accordance
with the vesting
schedules applicable to
such Awards. For
avoidance of doubt,
if the amount
determined pursuant to this
Section 15.2.1(c) for
an Option or
SAR is zero
or less, the
affected Option or
SAR may be
cancelled without any payment
therefore.


 


 


13


 




    	 



    	 



    

		15.2.2.	Change in Control
Defined.



 


Except
as may otherwise
be defined in
an Award Agreement,
a Change in
Control shall mean
the occurrence of
any of the following
events:


 


(a)                 
the acquisition, other
than from the
Company, by any
individual, entity or
group (within the meaning
of Section 13(d)(3)
or Section 14(d)(2)
of the Exchange
Act), other than
the Company or
any subsidiary, affiliate (within
the meaning of
Rule 144 promulgated
under the Securities
Act of 1933,
as amended) or
employee benefit plan
of the Company, of
beneficial ownership (within
the meaning of
Rule 13d3 promulgated
under the Exchange
Act) of more
than 50% of the
combined voting power
of the then
outstanding voting securities of
the Company entitled
to vote generally
in the election of
directors (the “Voting
Securities”); or


 


(b)                 
a reorganization, merger,
consolidation or recapitalization
of the Company
(a “Business Combination”),
other than a
Business Combination in
which more than
50% of the
combined voting power
of the outstanding voting
securities of the
surviving or resulting
entity immediately following
the Business Combination
is held by
the persons who, immediately
prior to the
Business Combination, were
the holders of
the Voting Securities;
or


 


(c)                 
a complete liquidation
or dissolution of
the Company, or
a sale of
all or substantially
all of the assets
of the Company;
or


 


(d)                 
during any period
of 24 consecutive
months, the Incumbent
Directors cease to
constitute a majority of
the Board of
Directors; “Incumbent Directors”
shall mean individuals
who were members
of the Board
of Directors at
the beginning of such
period or individuals
whose election or
nomination for election
to the Board
of Directors by
the Company's stockholders was
approved by a
vote of at
least a majority
of the then
Incumbent Directors (but
excluding any individual whose
initial election or
nomination is in
connection with an
actual or threatened
proxy contest relating
to the election
of directors).


 


Notwithstanding
the foregoing, if
it is determined
that an Award
hereunder is subject
to the requirements
of Section 409A and
payable upon a
Change in Control,
the Company will
not be deemed
to have undergone
a Change in
Control unless the Company
is deemed to
have undergone a
“change in control
event” pursuant to
the definition of
such term in


Section
409A.


 


		15.3.	Adjustments.



 


Adjustments
under this Section
15 related to
shares of Stock
or securities of
the Company shall
be made by
the Board, whose determination
in that respect
shall be final,
binding and conclusive.
No fractional shares
or other securities
shall be issued pursuant
to any such
adjustment, and any
fractions resulting from
any such adjustment
shall be eliminated
in each case by
rounding downward to
the nearest whole
share.


 


		16.	NO LIMITATIONS ON
COMPANY



 


The
making of Awards
pursuant to the
Plan shall not
affect or limit
in any way
the right or
power of the
Company to make adjustments,
reclassifications, reorganizations, or
changes of its
capital or business
structure or to
merge, consolidate, dissolve, or
liquidate, or to
sell or transfer
all or any
part of its
business or assets.


 


 


14


 




    	 



    	 



    

		17.	TERMS APPLICABLE GENERALLY
TO AWARDS GRANTED
UNDER THE PLAN



 


		17.1.	Disclaimer of
Rights.



 


No
provision in the
Plan or in
any Award Agreement
shall be construed
to confer upon
any individual the
right to remain in
the employ or
service of the
Company or any
Affiliate, or to
interfere in any
way with any
contractual or other
right or authority of
the Company or
any Affiliate either
to increase or
decrease the compensation
or other payments
to any individual at
any time, or
to terminate any
employment or other
relationship between any
individual and the
Company or any Affiliate.
In addition, notwithstanding anything
contained in the
Plan to the
contrary, unless otherwise
stated in the
applicable Award Agreement, no
Award granted under
the Plan shall
be affected by
any change of
duties or position
of the Grantee,
so long as such
Grantee continues to
be a Service
Provider. The obligation
of the Company
to pay any
benefits pursuant to
this Plan shall be
interpreted as a
contractual obligation to
pay only those
amounts described herein,
in the manner
and under the conditions
prescribed herein. The
Plan shall in
no way be
interpreted to require
the Company to
transfer any amounts
to a third party
trustee or otherwise
hold any amounts
in trust or
escrow for payment
to any Grantee
or beneficiary under
the terms of
the Plan.


 


		17.2.	Nonexclusivity of the
Plan.



 


Neither
the adoption of
the Plan nor
the submission of
the Plan to
the stockholders of
the Company for
approval shall be construed
as creating any
limitations upon the
right and authority
of the Board
to adopt such
other incentive compensation arrangements
(which arrangements may
be applicable either
generally to a
class or classes
of individuals or specifically
to a particular
individual or particular
individuals), including, without
limitation, the granting
of stock options
as the Board in
its discretion determines
desirable.


 


		17.3.	Withholding Taxes.



 


The
Company or an
Affiliate, as the
case may be,
shall have the
right to deduct
from payments of
any kind otherwise due
to a Grantee
any federal, state,
or local taxes
of any kind
required by law
to be withheld
(i) with respect
to the vesting of
or other lapse
of restrictions applicable
to an Award,
(ii) upon the
issuance of any
shares of Stock
upon the exercise of
an Option or
SAR, or (iii)
otherwise due in
connection with an
Award. At the
time of such
vesting, lapse, or
exercise, the Grantee shall
pay to the
Company or the
Affiliate, as the
case may be,
any amount that
the Company or
the Affiliate may reasonably
determine to be
necessary to satisfy
such withholding obligation.
Subject to the
prior approval of
the Company or the
Affiliate, which may
be withheld by
the Company or
the Affiliate, as
the case may
be, in its
sole discretion, the
Grantee may elect to
satisfy such obligations,
in whole or
in part, (i)
by causing the
Company or the Affiliate
to withhold the
minimum required number of
shares of Stock
otherwise issuable to
the Grantee as
may be necessary
to satisfy such
withholding obligation or (ii)
by delivering to
the Company or
the Affiliate shares
of Stock already
owned by the
Grantee. The shares
of Stock so delivered
or withheld shall
have an aggregate
Fair Market Value
equal to such
withholding obligations. The
Fair Market Value of
the shares of
Stock used to
satisfy such withholding
obligation shall be
determined by the
Company or the Affiliate
as of the
date that the
amount of tax
to be withheld
is to be
determined. A Grantee
who has made
an election pursuant to
this Section 17.3
may satisfy his
or her withholding
obligation only with
shares of Stock
that are not
subject to any repurchase,
forfeiture, unfulfilled vesting,
or other similar
requirements.


 


 


15


 




    	 



    	 



    

		17.4.	Right of First
Refusal; Right to
Repurchase.



 


		17.4.1.	Right of
First Refusal.



 


Except
as otherwise expressly
provided in an
Award Agreement, stockholders’
agreement or other
agreement to which a
Holder is a
party, at any
time prior to
registration by the
Company of its
Common Stock under
Section 12 of
the Exchange Act, in
the event that
the Holder desires
at any time
to sell or
otherwise transfer all
or any part
of such Holder’s Issued
Shares (to the
extent vested), the
Holder first shall
give written notice
to the Company
of the Holder’s
intention to make such
transfer. Such notice
shall state the
number of Issued
Shares which the
Holder proposes to
sell (the “Offered
Shares”), the price and
the terms at
which the proposed
sale is to
be made and
the name and
address of the
proposed transferee. At
any time within 30
days after the
receipt of such
notice by the
Company, the Company
or its assigns
may elect to
purchase all or
any portion of the
Offered Shares at
the price and
on the terms
offered by the
proposed transferee and
specified in the
notice. The Company or
its assigns shall
exercise this right
by mailing or
delivering written notice
to the Holder
within the foregoing
30 day period. If
the Company or
its assigns elect
to exercise its
purchase rights under
this Section 17.4.1,
the closing for
such purchase shall, in
any event, take
place within 45
days after the
receipt by the
Company of the
initial notice from
the Holder. In the
event that the
Company or its
assigns do not
elect to exercise
such purchase right,
or in the
event that the
Company or its assigns
do not pay
the full purchase
price within such
45day period, the
Holder may, within
60 days thereafter,
sell the


Offered
Shares to the
proposed transferee and
at the same
price and on
the same terms
as specified in
the Holder’s notice.
Any Issued Shares purchased
by such proposed
transferee shall no
longer be subject
to the terms
of the Plan.
Any Issued Shares
not sold to the
proposed transferee shall
remain subject to
the Plan.


 


		17.4.2.	Right of Repurchase.



 


Except
as otherwise expressly
provided in an
Award Agreement, stockholders’
agreement or other
agreement to which a
Grantee is a
party, at any
time prior to
registration by the
Company of its
Common Stock under
Section 12 of
the Exchange Act, in
the case of
any Grantee whose
Separation from Service
is for Cause,
or where the
Grantee has, in
the Board's reasonable determination,
taken any action
prior to or
following his Separation
of Service which
would have constituted grounds
for Cause, the
Company shall have
the right, exercisable
at any time
and from time
to time thereafter,
to repurchase from the
Grantee (or any
successor in interest
by purchase, gift
or other mode
of transfer) any
shares of Common
Stock issued to such
Grantee under the
Plan for the
purchase price paid
by the Grantee
for such shares
of Common Stock
(or the Fair


Market
Value of such
Common Stock at
the time of
repurchase, if lower).


 


		17.5.	Market Standoff Requirement.



 


Except
as otherwise expressly
provided in an
Award Agreement, stockholders’
agreement or other
agreement to which a
Grantee is a
party, in connection
with any underwritten
public offering of
its Common Stock
(“Offering”) and upon
request of the
Company or the
underwriters managing the
Offering, Grantees shall
not be permitted
to sell, make
any short sale of,
loan, grant any
option for the
purchase of, or
otherwise directly or
indirectly dispose of
any Common Stock
delivered under the Plan
(other than those
shares of Common
Stock included in the
Offering) without the
prior written consent
of the Company or
such underwriters, as
the case may
be, for such
period of time
from the effective
date of the
registration statement with respect
to such Offering
as may be
requested by the
Company or such
managing underwriters and
to execute an
agreement reflecting the foregoing
as may be
requested by the
underwriters in connection
with such Offering.


 


		17.6.	Captions.



The
use of captions
in this Plan
or any Award
Agreement is for
the convenience of
reference only and
shall not affect the
meaning of any
provision of the
Plan or any
Award Agreement.


 


		17.7.	Other Provisions.



Each
Award Agreement may
contain such other
terms and conditions
not inconsistent with
the Plan as
may be determined by
the Board, in
its sole discretion.
In the event
of any conflict
between the terms
of an employment
agreement and the Plan,
the terms of
the employment agreement
govern.


16


 




    	 



    	 



    

		17.8.	Number and Gender.



 


With
respect to words
used in this
Plan, the singular
form shall include
the plural form,
the masculine gender
shall include the feminine
gender, etc., as
the context requires.


 


		17.9.	Severability.



 


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


 


		17.10.	Governing Law.



 


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


 


		17.11.	Section 409A.



 


The
Plan is intended
to comply with
Section 409A to
the extent subject
thereto, and, accordingly,
to the maximum extent
permitted, the Plan
shall be interpreted
and administered to
be in compliance
therewith. Any payments
described in the Plan
that are due
within the “shortterm
deferral period” as
defined in Section
409A shall not
be treated as
deferred compensation unless applicable
laws require otherwise.
Notwithstanding anything to
the contrary in
the Plan, to
the extent required to
avoid accelerated taxation
and tax penalties
under Section 409A,
amounts that would
otherwise be payable
and benefits that would
otherwise be provided
pursuant to the
Plan during the
six (6) month
period immediately following
the Grantee’s Separation from
Service shall instead
be paid on
the first payroll
date after the
sixmonth anniversary of
the Grantee’s Separation from
Service (or the
Grantee’s death, if
earlier). Notwithstanding the
foregoing, neither the
Company nor the Committee
shall have any
obligation to take
any action to
prevent the assessment
of any excise
tax or penalty
on any Grantee under
Section 409A and
neither the Company
nor the Committee
will have any
liability to any
Grantee for such
tax or penalty.


 


		17.12.	Separation from Service.



 


The
Board shall determine
the effect of
a Separation from
Service upon Awards,
and such effect
shall be set
forth in the appropriate
Award Agreement. Without
limiting the foregoing,
the Board may
provide in the
Award Agreements at
the time of grant,
or any time
thereafter with the
consent of the
Grantee, the actions
that will be
taken upon the
occurrence of a Separation
from Service, including,
but not limited
to, accelerated vesting
or termination, depending
upon the circumstances surrounding
the Separation from
Service.


 


		17.13.	Transferability of Awards
and Issued Shares.



 


		17.13.1.	Transfers in
General.



 


Except
as provided in
Section 17.13.2, no
Award shall be
assignable or transferable
by the Grantee
to whom it
is granted, other than
by will or
the laws of
descent and distribution,
and, during the
lifetime of the
Grantee, only the
Grantee personally (or the
Grantee’s personal representative)
may exercise rights
under the Plan.


 


 


17


 




    	 



    	 



    

		17.13.2.	Family Transfers.



 


If
authorized in the
applicable Award Agreement,
a Grantee may
transfer, not for
value, all or
part of an
Award to any Family
Member. For the
purpose of this
Section 17.13.2, a
“not for value”
transfer is a
transfer which is
(i) a gift,
(ii) a transfer under
a domestic relations
order in settlement
of marital property
rights; or (iii)
a transfer to
an entity in
which more than fifty
percent of the
voting interests are
owned by Family
Members (or the
Grantee) in exchange
for an interest in
that entity. Following a
transfer under this
Section 17.13.2, any
such Award shall
continue to be
subject to the
same terms and conditions
as were applicable
immediately prior to
transfer. Subsequent transfers
of transferred Awards
are prohibited except to
Family Members of
the original Grantee
in accordance with
this Section 17.13.2
or by will
or the laws
of descent and distribution.


 


		17.13.3.	Issued Shares.



 


No
Issued Shares shall
be sold, assigned,
transferred, pledged, hypothecated,
given away or
in any other
manner disposed of or
encumbered, whether voluntarily
or by operation
of law, unless
(i) such transfer
is in compliance
with the terms of
the applicable Award,
all applicable securities
laws, and with
the terms and
conditions of the
Plan (including Sections
17.4 and 17.5 and
this Section 17.13.3),
(ii) such transfer
does not cause
the Company to
become subject to
the reporting requirements of
the Exchange Act,
and (iii) the
transferee consents in
writing to be
bound by the
provisions of the
Plan (including Sections 17.4
and 17.5 and
this Section 17.13.3).
In connection with
any proposed transfer,
the Board may
require the transferor to
provide at the
transferor’s own expense
an opinion of
counsel to the
transferor, satisfactory to
the Board, that such
transfer is in
compliance with all
foreign, federal and
state securities laws.
Any attempted disposition
of Issued Shares
not in accordance with
the terms and
conditions of this
Section 17.13.3 shall
be null and
void, and the
Company shall not
reflect


on
its records any
change in record
ownership of any
Issued Shares as
a result of
any such disposition,
shall otherwise refuse
to recognize any such
disposition and shall
not in any
way give effect
to any such
disposition of Issued
Shares. Subject to
the foregoing general provisions,
and unless otherwise
provided in the
agreement with respect
to a particular
Award, Issued Shares may
be transferred pursuant
to the following
specific terms and
conditions:


 


(a)                 
Transfers to Permitted
Transferees. The Holder
may sell, assign,
transfer or give
away any or
all of the Issued
Shares to Permitted
Transferees; provided, however,
that following such
sale, assignment, or
other transfer, such Issued
Shares shall continue
to be subject
to the terms
of this Plan
(including Sections 17.4
and 17.5 and
this Section 17.13.3) and
such Permitted Transferee(s)
shall, as a
condition to any
such transfer, deliver
a written acknowledgment
to that effect
to the Company.


 


(b)                 
Transfers Upon Death.
Upon the death
of the Holder,
any Issued Shares
then held by
the Holder at the
time of such
death and any
Issued Shares acquired
thereafter by the
Holder’s legal representative
shall be subject
to the provisions of
this Plan, and
the Holder’s estate,
executors, administrators, personal
representatives, heirs, legatees
and distributees shall be
obligated to convey
such Issued Shares
to the Company
or its assigns
under the terms
contemplated hereby.


 


		17.14.	Dividends and Dividend
Equivalent Rights.



 


If
specified in the
Award Agreement, the
recipient of an
Award under this
Plan may be
entitled to receive, currently
or on a
deferred basis, dividends
or dividend equivalents
with respect to
the Common Stock
or other securities covered
by an Award.
The terms and
conditions of a
dividend equivalent right
may be set
forth in the
Award Agreement. Dividend equivalents
credited to a
Grantee may be
paid currently or
may be deemed
to be reinvested
in additional shares
of Stock or other
securities of the
Company at a
price per unit
equal to the
Fair Market Value
of a share
of Stock on
the date that such
dividend was paid
to shareholders, as
determined in the
sole discretion of
the Board.


 


Adopted
by the Board
on March 20,2015 Approved by
Stockholders on March
20, 2015 Termination Date:
March 20, 2025


 


18


 




    	 



    	 



    

MEMORANDUM
ADDENDUM TO 2015 NON-EMPLOYEE EQUITY COMPENSATION PLAN


 


THE MAJORITY
SHAREHOLDERS


 


The undersigned,
being all of the members of the Board of Directors (the “Board of Directors”) of Voice Life, Inc.., a Nevada corporation
(the "Corporation"), acting in accordance with Section 78.315 of the Nevada Revised Statutes, hereby consent to the adoption
of the following resolutions:


 


ADJUSTMENT
TO AUTHORIZED SHARES 2015 NON-EMPLOYEE EQUITY COMPENSATION PLAN


 


WHEREAS,
in accordance with the Nevada Revised Statutes and the Corporation’s Articles of Incorporation, the Board of Directors may
direct that the Corporation in its 2015 Non-Employee Equity Compensation Plan to change the Number of Authorized Shares from
6,000,000 to 15,000,000.


 


WHEREAS,
the Board of Directors deems it to be in the best interest of the Corporation and its shareholders to adopt the following resolutions;


 


NOW, THEREFORE, BE IT


 


RESOLVED,
(1)Board of Directors discussed and approved that the aggregate number of shares of Common Stock had initially issued pursuant
to the 2015 Non-Employee Equity Compensation Plan was 6,000,000; be now been changed to 15,000,000.


 


4.0
STOCK SUBJECT TO THE PLAN


4.1.Authorized
Number of Shares.


Subject
to adjustment under Section 15, the aggregate number of shares of Common Stock had initially issued pursuant to the Plan was 6,000,000;
it now been changed to 15,000,000 Shares issued under the Plan may consist in whole or in part of authorized but unissued shares,
treasury shares, or shares purchased on the open market or otherwise, all as determined by the Company from time to time


 


FURTHER
RESOLVED, that any officer of the Corporation is hereby authorized and directed to take or cause to be taken all such further actions,
to cause to be executed and delivered all such further agreements, documents, amendments, requests, reports, certificates, and
other instruments, in the name and on behalf of the Corporation, and to take all such further action, as such officer executing
the same in his discretion may consider necessary or appropriate, in order to carry out the intent and purposes of the forgoing
resolutions; and


 


FURTHER
RESOLVED, that any action heretofore taken by any authorized officer prior to the date of these resolutions that is within the
authority conferred herein is ratified, confirmed and approved.


 


Counterpart Signatures


 


RESOLVED,
that this Consent may be signed in any number of counterparts, each of which shall be deemed to be an original, and all of which,
when taken together, shall be deemed to be a single document;


 


FURTHER
RESOLVED, that this Unanimous Written Consent may be signed in counterparts and delivered by facsimile transmission.


 


 


Consent




    	 



    	 



    

 


WHEREFORE,
this Consent shall have the same force and effect as a majority vote cast at a meeting of the directors duly called, noticed, convened
and held in accordance with the law, the Articles of Incorporation, and the Bylaws of the Corporation.


 


Effective date:
January 4, 2016


 


/s/Robert Smith


Robert Smith