Exhibit
10.13


 


MYOS
CORPORATION


2012
EQUITY INCENTIVE PLAN


 


1.             Purpose.
The purpose of the MYOS Corporation 2012 Equity Incentive Plan is to provide a means through which the Company and its Affiliates
may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors (and
prospective directors, officers, employees, consultants and advisors) of the Company and its Affiliates can acquire and maintain
an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the
value of Common Stock, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their
interests with those of the Company’s stockholders.


 


2.             Definitions.
The following definitions shall be applicable throughout this Plan:


 


(a)             “Affiliate”
means (i) any person or entity that directly or indirectly controls, is controlled by or
is under common control with the Company and/or (ii) to the extent provided by the Committee, any person or entity in which
the Company has a significant interest as determined by the Committee in its discretion. The term “control” (including,
with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any
person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of such person or entity, whether through the ownership of voting or other securities, by contract or otherwise.


 


(b)             “Award”
means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit, Stock Bonus Award and Performance Compensation Award granted under this Plan.


 


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


 


(d)             “Business
Combination” has the meaning given such term in the definition of “Change
in Control.”


 


(e)             “Business
Day” means any day other than a Saturday, a Sunday or a day on which banking institutions
in New York City are authorized or obligated by federal law or executive order to be closed.


 


(f)             “Cause”
means, in the case of a particular Award, unless the applicable Award agreement states otherwise, (i) the Company or an Affiliate
having “cause” to terminate a Participant’s employment or service, as defined in any employment or consulting
agreement or similar document or policy between the Participant and the Company or an Affiliate in effect at the time of such
termination or (ii) in the absence of any such employment or consulting agreement, document or policy (or the absence of
any definition of “Cause” contained therein), (A) a continuing material breach or material default (including, without
limitation, any material dereliction of duty) by 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; (B) gross
negligence, willful misfeasance or neglect or breach of fiduciary duty by the Participant; (C) 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 (D) conviction of the Participant of a felony or any other crime that would materially and adversely affect (i) the business
reputation of the Company or (ii) the performance of the Participant’s duties to the Company. Any determination
of whether Cause exists shall be made by the Committee in its sole discretion.


 


(g)             “Change
in Control” shall, in the case of a particular Award, unless the applicable Award
agreement states otherwise or contains a different definition of “Change in Control,” be deemed to occur upon: 


 


(i)             An
acquisition (whether directly from the Company or otherwise) of any voting securities of the Company (the “Voting
Securities”) by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the
Securities and Exchange Act of 1934, as amended (the “Exchange Act”)), immediately after which such
Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than
fifty percent (50%) of the combined voting power of the Company’s then outstanding Voting Securities.


 






    	 



    	 



    

 


(ii)            The
individuals who constitute the members of the Board cease, by reason of a financing, merger, combination, acquisition, takeover
or other non-ordinary course transaction affecting the Company, to constitute at least fifty-one percent (51%) of the members
of the Board; or


 


(iii)           Approval
by the Board and, if required, stockholders of the Company of, or execution by the Company of any definitive agreement with respect
to, or the consummation of (it being understood that the mere execution of a term sheet, memorandum of understanding or other
non-binding document shall not constitute a Change of Control):


 


(A)             A
merger, consolidation or reorganization involving the Company, where either or both of the events described in clauses (i) or
(ii) above would be the result;


 


(B)             A
liquidation or dissolution of or appointment of a receiver, rehabilitator, conservator or similar person for, or the filing by
a third party of an involuntary bankruptcy against, the Company; provided, however, that to the extent necessary to comply with
Section 409A of the Code, the occurrence of an event described in this subsection (B) shall not permit the settlement of Restricted
Stock Units granted under this Plan; or


 


(C)             An
agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than
a transfer to a subsidiary of the Company).


 


(h)             “Closing
Price” means (A) during such time as the Common Stock is registered under Section
12 of the Exchange Act, the closing price of the Common Stock as reported by an established stock exchange or automated quotation
system on the day for which such value is to be determined, or, if no sale of the Common Stock shall have been made on any such
stock exchange or automated quotation system that day, on the next preceding day on which there was a sale of such Common Stock,
or (B) during any such time as the Common Stock is not listed upon an established stock exchange or automated quotation system,
the mean between dealer “bid” and “ask” prices of the Common Stock in the over-the-counter market on the
day for which such value is to be determined, as reported by the Financial Industry Regulatory Authority, Inc., or (C) during
any such time as the Common Stock cannot be valued pursuant to (A) or (B) above, the fair market value as determined by the Committee
considering all relevant information including, by example and not by limitation, the services of an independent appraiser.


 


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


 


(j)             “Committee”
means a committee of at least two people as the Board may appoint to administer this Plan or, if no such committee has been appointed
by the Board, the Board. 


 


(k)             “Common
Stock” means the common stock, par value $.001 per share, of the Company (and
any stock or other securities into which such Common Stock may be converted or into which they may be exchanged).


 


(l)             “Company”
means MYOS Corporation, a Nevada corporation, together with its successors and assigns. 


 






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(m)             “Date
of Grant” means the date on which the granting of an Award is made, or such other
date as may be specified in an Award agreement.


 


(n)             “Disability”
means a permanent and total disability incurred by a Participant while in the employ of the Company or an Affiliate. For this
purpose, a permanent and total disability shall mean that the Participant is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected
to last for a continuous period of not less than twelve (12) months.


 


(o)             “Effective
Date” means the date as of which this Plan is adopted by the Board, subject to
Section 3 of this Plan.


 


(p)             “Eligible
Director” means a person who is (i) a “non-employee director”
within the meaning of Rule 16b-3 under the Exchange Act, and (ii) an “outside director” within the meaning of
Section 162(m) of the Code.


 


(q)             “Eligible
Person” means any (i) individual employed by the Company or an Affiliate;
provided, however, that no such employee covered by a collective bargaining agreement shall be an Eligible
Person unless and to the extent that such eligibility is set forth in such collective bargaining agreement or in an agreement
or instrument relating thereto; (ii) director of the Company or an Affiliate; (iii) consultant or advisor to the Company
or an Affiliate, provided that if the Securities Act applies, such persons must be eligible to be offered securities registrable
on Form S-8 under the Securities Act; or (iv) prospective employees, directors, officers, consultants or advisors who have
accepted offers of employment or consultancy from the Company or its Affiliates (and would satisfy the provisions of clauses (i)
through (iii) above once he or she begins employment with or begins providing services to the Company or an Affiliate).


 


(r)             “Exchange
Act” has the meaning given such term in the definition of “Change in Control,”
and any reference in this Plan to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules,
regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section,
rules, regulations or guidance.


 


(s)             “Exercise
Price” has the meaning given such term in Section 7(b) of this Plan.


 


(t)             “Fair
Market Value”, unless otherwise provided by the Committee in accordance with all
applicable laws, rules regulations and standards, means, on a given date, (i) if the Common Stock (A) is listed on a national
securities exchange or (B) is not listed on a national securities exchange, but is quoted by the OTC Markets Group, Inc. (www.otcmarkets.com)
or any successor or alternative recognized over-the-counter market or another inter-dealer quotation system, on a last sale basis,
the average selling price of the Common Stock reported on such national securities exchange or other inter-dealer quotation system,
determined as the arithmetic mean of such selling prices over the thirty (30)-Business Day period preceding the Date of Grant,
weighted based on the volume of trading of such Common Stock on each trading day during such period; or (ii) if the Common Stock
is not listed on a national securities exchange or quoted in an inter-dealer quotation system on a last sale basis, the amount
determined by the Committee in good faith to be the fair market value of the Common Stock. 


 


(u)             “Immediate
Family Members” shall have the meaning set forth in Section 15(b) of this
Plan.


 


(v)             “Incentive
Stock Option” means an Option that is designated by the Committee as an incentive
stock option as described in Section 422 of the Code and otherwise meets the requirements set forth in this Plan.


 


(w)             “Indemnifiable
Person” shall have the meaning set forth in Section 4(e) of this Plan.


 


(x)             “Intellectual
Property Products” shall have the meaning set forth in Section 15(c) of this Plan.


 






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(y)             “Mature
Shares” means Common Stock owned by a Participant that is not subject to any pledge
or security interest and that has been either previously acquired by the Participant on the open market or meet such other requirements,
if any, as the Committee may determine are necessary in order to avoid an accounting earnings charge on account of the use of
such stock to pay the Exercise Price or satisfy a withholding obligation of the Participant. 


 


(z)             “Negative
Discretion” shall mean the discretion authorized by this Plan to be applied by
the Committee to eliminate or reduce the size of a Performance Compensation Award consistent with Section 162(m) of the Code.


 


(aa)             Nonqualified
Stock Option” means an Option that is not designated by the Committee as an Incentive
Stock Option.


 


(bb)            Option”
means an Award granted under Section 7 of this Plan.


 


(cc)             Option
Period” has the meaning given such term in Section 7(c) of this Plan.


 


(dd)            Participant”
means an Eligible Person who has been selected by the Committee to participate in this Plan and to receive an Award pursuant to
Section 6 of this Plan.


 


(ee)             Performance
Compensation Award” shall mean any Award designated by the Committee as a Performance
Compensation Award pursuant to Section 11 of this Plan.


 


(ff)             “Performance
Criteria” shall mean the criterion or criteria that the Committee shall select
for purposes of establishing the Performance Goal(s) for a Performance Period with respect to any Performance Compensation Award
under this Plan.


 


(gg)            Performance
Formula” shall mean, for a Performance Period, the one or more objective formulae
applied against the relevant Performance Goal to determine, with regard to the Performance Compensation Award of a particular
Participant, whether all, some portion but less than all, or none of the Performance Compensation Award has been earned for the
Performance Period.


 


(hh)            Performance
Goals” shall mean, for a Performance Period, the one or more goals established
by the Committee for the Performance Period based upon the Performance Criteria.


 


(ii)             “Performance
Period” shall mean the one or more periods of time, as the Committee may select,
over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s
right to, and the payment of, a Performance Compensation Award. 


 


(jj)             “Permitted
Transferee” shall have the meaning set forth in Section 15(b) of this Plan.


 


(kk)             Person”
has the meaning given such term in the definition of “Change in Control.”


 


(ll)             “Plan”
means this MYOS Corporation 2012 Equity Incentive Plan, as amended from time to time.


 


(mm)           Retirement”
means the fulfillment of each of the following conditions: (i) the Participant is good standing with the Company as determined
by the Committee; (ii) the voluntary termination by a Participant of such Participant’s employment or service to the Company
and (B) that at the time of such voluntary termination, the sum of: (1) the Participant’s age (calculated to the nearest
month, with any resulting fraction of a year being calculated as the number of months in the year divided by 12) and (2) the Participant’s
years of employment or service with the Company (calculated to the nearest month, with any resulting fraction of a year being
calculated as the number of months in the year divided by 12) equals at least 62 (provided that, in any case, the foregoing shall
only be applicable if, at the time of Retirement, the Participant shall be at least 55 years of age and shall have been employed
by or served with the Company for no less than 5 years).


 






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(nn)            Restricted
Period” means the period of time determined by the Committee during which an Award
is subject to restrictions or, as applicable, the period of time within which performance is measured for purposes of determining
whether an Award has been earned.


 


(oo)            Restricted
Stock Unit” means an unfunded and unsecured promise to deliver Common Stock, cash,
other securities or other property, subject to certain restrictions (including, without limitation, a requirement that the Participant
remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of this
Plan.


 


(pp)            Restricted
Stock” means Common Stock, subject to certain specified restrictions (including,
without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified
period of time), granted under Section 9 of this Plan.


 


(qq)            SAR
Period” has the meaning given such term in Section 8(b) of this Plan.


 


(rr)             “Securities
Act” means the Securities Act of 1933, as amended, and any successor thereto.
Reference in this Plan to any section of the Securities Act shall be deemed to include any rules, regulations or other official
interpretative guidance under such section, and any amendments or successor provisions to such section, rules, regulations or
guidance.


 


(ss)             Stock
Appreciation Right” or “SAR” means an Award granted
under Section 8 of this Plan which meets all of the requirements of Section 1.409A-1(b)(5)(i)(B) of the Treasury Regulations.


 


(tt)             “Stock
Bonus Award” means an Award granted under Section 10 of this Plan.


 


(uu)            Strike
Price” means, except as otherwise provided by the Committee in the case of Substitute
Awards, (i) in the case of a SAR granted in tandem with an Option, the Exercise Price of the related Option, or (ii) in
the case of a SAR granted independent of an Option, the Fair Market Value of one share of Common Stock on the Date of Grant.


 


(vv)            Subsidiary”
means, with respect to any specified Person:


 


i.             any
corporation, association or other business entity of which more than 50% of the total voting power of shares of Voting Securities
(without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement
that effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or one or
more of the other Subsidiaries of that Person (or a combination thereof); and


 


ii.             any
partnership or limited liability company (or any comparable foreign entity) (a) the sole general partner or managing member
(or functional equivalent thereof) or the managing general partner of which is such Person or Subsidiary of such Person or (b) the
only general partners or managing members (or functional equivalents thereof) of which are that Person or one or more Subsidiaries
of that Person (or any combination thereof).


 


(ww)             “Substitute
Award” has the meaning given such term in Section 5(e).


 


(xx)             “Treasury
Regulations” means any regulations, whether proposed, temporary or final, promulgated
by the U.S. Department of Treasury under the Code, and any successor provisions.


 


3.             Effective
Date; Duration. The Plan shall
be effective as of the Effective Date, but no Award shall be exercised or paid (or, in the case of a stock Award, shall be granted
unless contingent on stockholder approval) unless and until this Plan has been approved by the stockholders of the Company, which
approval shall be within twelve (12) months after the date this Plan is adopted by the Board. The expiration date of this Plan,
on and after which date no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided,
however, that such expiration shall not affect Awards then outstanding, and the terms and conditions of this Plan shall
continue to apply to such Awards.


 






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4.             Administration.



 


(a)             The
Committee shall administer this Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the
Exchange Act (if the Board is not acting as the Committee under this Plan) or necessary to obtain the exception for performance-based
compensation under Section 162(m) of the Code, as applicable, it is intended that each member of the Committee shall, at
the time he takes any action with respect to an Award under this Plan, be an Eligible Director. However, the fact that a Committee
member shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee that is otherwise
validly granted under this Plan. The acts of a majority of the members present at any meeting at which a quorum is present or
acts approved in writing by a majority of the Committee shall be deemed the acts of the Committee. Whether a quorum is present
shall be determined based on the Committee’s charter as approved by the Board. 


 


(b)             Subject
to the provisions of this Plan and applicable law, the Committee shall have the sole and plenary authority, in addition to other
express powers and authorizations conferred on the Committee by this Plan and its charter, to: (i) designate Participants;
(ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of shares of Common
Stock to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards;
(iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances
Awards may be settled or exercised in cash, Common Stock, other securities, other Awards or other property, or canceled, forfeited,
or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine
whether, to what extent, and under what circumstances the delivery of cash, Common Stock, other securities, other Awards or other
property and other amounts payable with respect to an Award; (vii) interpret, administer, reconcile any inconsistency in,
settle any controversy regarding, correct any defect in and/or complete any omission in this Plan and any instrument or agreement
relating to, or Award granted under, this Plan; (viii) establish, amend, suspend, or waive any rules and regulations and
appoint such agents as the Committee shall deem appropriate for the proper administration of this Plan; (ix) accelerate the
vesting or exercisability of, payment for or lapse of restrictions on, Awards; and (x) make any other determination and take
any other action that the Committee deems necessary or desirable for the administration of this Plan.


 


(c)             The
Committee may delegate to one or more officers of the Company or any Affiliate the authority to act on behalf of the Committee
with respect to any matter, right, obligation, or election that is the responsibility of or that is allocated to the Committee
herein, and that may be so delegated as a matter of law, except for grants of Awards to persons (i) subject to Section 16
of the Exchange Act or (ii) who are, or who are reasonably expected to be, “covered employees” for purposes of
Section 162(m) of the Code.


 


(d)             Unless
otherwise expressly provided in this Plan, all designations, determinations, interpretations, and other decisions under or with
respect to this Plan or any Award or any documents evidencing Awards granted pursuant to this Plan shall be within the sole discretion
of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons or entities, including,
without limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any stockholder of
the Company.


 


(e)             No
member of the Board, the Committee, delegate of the Committee or any employee, advisor or agent of the Company or the Board or
the Committee (each such person, an “Indemnifiable Person”)
shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect to this Plan
or any Award hereunder. Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from (and
the Company shall pay or reimburse on demand for) any loss, cost, liability, or expense (including reasonable attorneys’
fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit
or proceeding to which such Indemnifiable Person may be a party or in which such Indemnifiable Person may be involved by reason
of any action taken or omitted to be taken under this Plan or any Award agreement and against and from any and all amounts paid
by such Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such Indemnifiable Person in
satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable Person, provided, that the
Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company
gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s
choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment
or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that
the acts or omissions of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s
bad faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by
the Company’s Certificate of Incorporation or Bylaws. The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such Indemnifiable Persons may be entitled under the Company’s Certificate of Incorporation
or Bylaws, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons
or hold them harmless.


 






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(f)             Notwithstanding
anything to the contrary contained in this Plan, the Board may, in its sole discretion, at any time and from time to time, grant
Awards and administer this Plan with respect to such Awards. In any such case, the Board shall have all the authority granted
to the Committee under this Plan.


 


5.             Grant
of Awards; Shares Subject to this Plan; Limitations. 


 


(a)             The
Committee may, from time to time, grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonus
Awards and/or Performance Compensation Awards to one or more Eligible Persons.


 


(b)             Subject
to Sections 3, 11 and 12 of this Plan, the Committee is authorized to deliver under this Plan an aggregate of Ten Million (10,000,000)
shares of Common Stock. Each share of Common Stock subject to an Option or a Stock Appreciation Right will reduce the number of
shares of Common Stock available for issuance by one share, and each share of Common Stock underlying an Award of Restricted Stock,
Restricted Stock Units, Stock Bonus Awards and Performance Compensation Awards will reduce the number of shares of Common Stock
available for issuance by one and one-half (1.5) shares. 


 


(c)             Shares
of Common Stock underlying Awards under this Plan that are forfeited, cancelled, expire unexercised, or are settled in cash shall
be available again for Awards under this Plan at the same ratio at which they were previously granted. Notwithstanding the foregoing,
the following shares of Common Stock shall not be available again for Awards under the Plan: (i) shares tendered or held back
upon the exercise of an Option or settlement of an Award to cover the Exercise Price of an Award; (ii) shares that are used or
withheld to satisfy tax obligations of the Participant; and (iii) shares subject to a Stock Appreciation Right that are not issued
in connection with the stock settlement of the SAR upon exercise thereof. 


 


(d)             Shares
of Common Stock delivered by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury
of the Company, shares purchased on the open market or by private purchase, or a combination of the foregoing.


 


(e)             Subject
to compliance with Section 1.409A-3(f) of the Treasury Regulations, Awards may, in the sole discretion of the Committee, be granted
under this Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company
or with which the Company combines (“Substitute Awards”).
The number of shares of Common Stock underlying any Substitute Awards shall be counted against the aggregate number of shares
of Common Stock available for Awards under this Plan.


 


6.             Eligibility.
Participation shall be limited to Eligible Persons who have entered into an Award agreement or who have received written notification
from the Committee, or from a person designated by the Committee, that they have been selected to participate in this Plan.


 






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7.             Options.



 


(a)             Generally.
Each Option granted under this Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including
email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each Option so
granted shall be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with
this Plan as may be reflected in the applicable Award agreement. All Options granted under this Plan shall be Nonqualified Stock
Options unless the applicable Award agreement expressly states that the Option is intended to be an Incentive Stock Option. Notwithstanding
any designation of an Option, to the extent that the aggregate Fair Market Value of shares of Common Stock with respect to which
Options designated as Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under
all plans of the Company or any Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonqualified Stock Options.
Incentive Stock Options shall be granted only to Eligible Persons who are employees of the Company and its Affiliates, and no
Incentive Stock Option shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the
Code. No Option shall be treated as an Incentive Stock Option unless this Plan has been approved by the stockholders of the Company
in a manner intended to comply with the stockholder approval requirements of Section 422(b)(1) of the Code, provided that
any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such
approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained. In
the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules as
may be prescribed by Section 422 of the Code and any applicable regulations thereunder. If for any reason an Option intended
to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of
such nonqualification, such Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under
this Plan.


 


(b)             Exercise
Price. The exercise price (“Exercise Price”) per share of
Common Stock for each Option shall not be less than 100% of the Fair Market Value of such share determined as of the Date of Grant;
provided, however, that in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of
such Option, owns shares representing more than 10% of the voting power of all classes of shares of the Company or any Affiliate,
the Exercise Price per share shall not be less than 110% of the Fair Market Value per share on the Date of Grant; and, provided
further, that notwithstanding any provision herein to the contrary, the Exercise Price shall not be less than the par value
per share of Common Stock.


 


(c)             Vesting
and Expiration. Options shall vest and become exercisable in such manner and on such
date or dates determined by the Committee and as set forth in the applicable Award agreement, and shall expire after such period,
not to exceed ten (10) years from the Date of Grant, as may be determined by the Committee (the “Option Period”);
provided, however, that the Option Period shall not exceed five (5) years from the Date of Grant in the case
of an Incentive Stock Option granted to a Participant who on the Date of Grant owns shares representing more than 10% of the voting
power of all classes of shares of the Company or any Affiliate; and, provided, further, that notwithstanding
any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any Option,
which acceleration shall not affect the terms and conditions of such Option other than with respect to exercisability. Unless
otherwise provided by the Committee in an Award agreement: 


 


i.             an
Option shall vest and become exercisable with respect to 100% of the Common Stock subject to such Option on the third (3rd)
anniversary of the Date of Grant; 


 


ii.             the
unvested portion of an Option shall expire upon termination of employment or service of the Participant granted the Option, and
the vested portion of such Option shall remain exercisable for:


 


A.             one
year following termination of employment or service by reason of such Participant’s death or Disability (with the determination
of Disability to be made by the Committee on a case by case basis), but not later than the expiration of the Option Period;


 


B.             for
directors, officers and employees of the Company only, for the remainder of the Option Period following termination of employment
or service by reason of such Participant’s Retirement (it being understood that any Incentive Stock Option held by the Participant
shall be treated as a Nonqualified Stock Option if exercise of the Option does not occur within 90 days of the date of Retirement);



 






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C.             90
calendar days following termination of employment or service for any reason other than such Participant’s death, Disability
or Retirement, and other than such Participant’s termination of employment or service for Cause, but not later than the
expiration of the Option Period; and 


 


iii.             both
the unvested and the vested portion of an Option shall immediately expire upon the termination of the Participant’s employment
or service by the Company for Cause.


 


(d)             Method
of Exercise and Form of Payment. No Common Stock shall be delivered pursuant to any
exercise of an Option until payment in full of the Exercise Price therefor is received by the Company and the Participant has
paid to the Company an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld.
Options that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in
accordance with the terms of the Award agreement accompanied by payment of the Exercise Price. The Exercise Price shall be payable
(i) in cash, check (subject to collection), cash equivalent and/or vested shares of Common Stock valued at the Closing Price
on the date the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership
of a sufficient number of shares of Common Stock in lieu of actual delivery of such shares to the Company); provided,
however, that such shares of Common Stock are not subject to any pledge or other security interest and are Mature Shares and;
(ii) by such other method as the Committee may permit in accordance with applicable law, in its sole discretion, including
without limitation: (A) in other property having a fair market value (as determined by the Committee in its discretion) on
the date of exercise equal to the Exercise Price or (B) if there is a public market for Common Stock at such time, by means
of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions
to a stockbroker to sell shares of Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly
to the Company an amount equal to the Exercise Price or (C) by a “net exercise” method whereby the Company withholds
from the delivery of shares of Common Stock for which the Option was exercised that number of shares of Common Stock having a
Closing Price equal to the aggregate Exercise Price for the shares of Common Stock for which the Option was exercised. Any fractional
shares of Common Stock shall be settled in cash.


 


(e)             Notification
upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded
an Incentive Stock Option under this Plan shall notify the Company in writing immediately after the date he makes a disqualifying
disposition of any shares of Common Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition
is any disposition (including, without limitation, any sale) of such shares of Common Stock before the later of (A) two years
after the Date of Grant of the Incentive Stock Option or (B) one year after the date of exercise of the Incentive Stock Option.
The Company or a third party under contract with the Company may, if determined by the Committee and in accordance with procedures
established by the Committee, retain possession of any shares of Common Stock acquired pursuant to the exercise of an Incentive
Stock Option as agent for the applicable Participant until the end of the period described in the preceding sentence.


 


(f)             Compliance
With Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted
to exercise an Option in a manner that the Committee determines would violate the Sarbanes-Oxley Act of 2002, if applicable, or
any other applicable law or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules
and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed
or traded.


 


8.             Stock
Appreciation Rights. 


 


(a)             Generally.
Each SAR granted under this Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including email
or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each SAR so granted
shall be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with this Plan
as may be reflected in the applicable Award agreement. Any Option granted under this Plan may include tandem SARs. The Committee
also may award SARs to Eligible Persons independent of any Option.


 






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(b)             Vesting
and Expiration. A SAR granted in connection with an Option shall become exercisable
and shall expire according to the same vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent
of an Option shall vest and become exercisable and shall expire in such manner and on such date or dates determined by the Committee
and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “SAR Period”);
provided, however, that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion,
accelerate the exercisability of any SAR, which acceleration shall not affect the terms and conditions of such SAR other than
with respect to exercisability. Unless otherwise provided by the Committee in an Award agreement: 


 


i.             a
SAR shall vest and become exercisable with respect to 100% of the Common Stock subject to such SAR on the third anniversary of
the Date of Grant; 


 


ii.             the
unvested portion of a SAR shall expire upon termination of employment or service of the Participant granted the SAR, and the vested
portion of such SAR shall remain exercisable for:


 


A.             one
year following termination of employment or service by reason of such Participant’s death or Disability (with the determination
of Disability to be made by the Committee on a case by case basis), but not later than the expiration of the SAR Period;


 


B.             for
directors, officers and employees of the Company only, for the remainder of the SAR Period following termination of employment
or service by reason of such Participant’s Retirement; 


 


C.             90
calendar days following termination of employment or service for any reason other than such Participant’s death, Disability
or Retirement, and other than such Participant’s termination of employment or service for Cause, but not later than the
expiration of the SAR Period; and


 


iii.             both
the unvested and the vested portion of a SAR shall expire immediately upon the termination of the Participant’s employment
or service by the Company for Cause. 


 


(c)             Method
of Exercise. SARs that have become exercisable may be exercised by delivery of written
or electronic notice of exercise to the Company in accordance with the terms of the Award, specifying the number of SARs to be
exercised and the date on which such SARs were awarded. Notwithstanding the foregoing, if on the last day of the Option Period
(or in the case of a SAR independent of an option, the SAR Period), the Closing Price exceeds the Strike Price, the Participant
has not exercised the SAR or the corresponding Option (if applicable), and neither the SAR nor the corresponding Option (if applicable)
has expired, such SAR shall be deemed to have been exercised by the Participant on such last day and the Company shall make the
appropriate payment therefor. 


 


(d)             Payment.
Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares of Common Stock subject
to the SAR that are being exercised multiplied by the excess, if any, of the Closing Price of one share of Common Stock on the
exercise date over the Strike Price, less an amount equal to any federal, state, local and non-U.S. income and employment taxes
required to be withheld. The Company shall pay such amount in cash, in shares of Common Stock valued at Fair Market Value, or
any combination thereof, as determined by the Committee. 


 


9.             Restricted
Stock and Restricted Stock Units. 


 


(a)             Generally.
Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award agreement (whether in paper or electronic
medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)).
Each such grant shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent
with this Plan as may be reflected in the applicable Award agreement.


 






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(b)             Restricted
Accounts; Escrow or Similar Arrangement. Upon a grant of Restricted Stock, a book entry
in a restricted account shall be established in the Participant’s name at the Company’s transfer agent and, if the
Committee determines that the Restricted Stock shall be held by the Company or in escrow rather than held in such restricted account
pending the release of the applicable restrictions, the Committee may additionally require the Participant to execute and deliver
to the Company (i) an escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate share
power (endorsed in blank) with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute
an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and blank share power within the
amount of time specified by the Committee, the Award shall be null and void ab initio. Subject to the restrictions set
forth in this Section 9 and/or as provided in the applicable Award agreement, the Participant generally shall have the rights
and privileges of a stockholder as to such Restricted Stock, including without limitation the right to vote such Restricted Stock
and the right to receive dividends, if applicable; provided, however, that the payment of any dividends with respect to Restricted
Stock granted under a Performance Compensation Award is conditioned on satisfaction of the Performance Goals established by the
Committee for such award. To the extent shares of Restricted Stock are forfeited, any share certificates issued to the Participant
evidencing such shares shall be returned to the Company, and all rights of the Participant to such shares and as a stockholder
with respect thereto shall terminate without further obligation on the part of the Company.


 


(c)             Vesting;
Acceleration of Lapse of Restrictions. Unless otherwise provided by the Committee in
an Award agreement: (i) the Restricted Period shall lapse with respect to 100% of the Restricted Stock and Restricted Stock
Units on the third (3rd) anniversary of the Date of Grant; and (ii) the unvested portion of Restricted Stock and
Restricted Stock Units shall terminate and be forfeited upon termination of employment or service of the Participant granted the
applicable Award. 


 


(d)             Delivery
of Restricted Stock and Settlement of Restricted Stock Units.


 


i. Upon
the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth herein or in
the applicable Award agreement shall be of no further force or effect with respect to such shares, except as set forth in the
applicable Award agreement. If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant,
or his beneficiary, without charge, the share certificate evidencing the shares of Restricted Stock that have not then been forfeited
and with respect to which the Restricted Period has expired (rounded down to the nearest full share). Dividends, if any, that
may have been withheld by the Committee and attributable to any particular share of Restricted Stock shall be distributed to the
Participant in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Closing Price equal to the
amount of such dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall
have no right to such dividends (except as otherwise set forth in the applicable Award agreement).


 


ii.             Unless
otherwise provided by the Committee in an Award agreement, upon the expiration of the Restricted Period with respect to any outstanding
Restricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one share of Common
Stock for each such outstanding Restricted Stock Unit; provided,
however, that the Committee may, in its sole discretion and subject to the requirements
of Section 409A of the Code, elect to (i) pay cash or part cash and part Common Stock in lieu of delivering only Common Stock
in respect of such Restricted Stock Units or (ii) defer the delivery of Common Stock (or cash or part Common Stock and part
cash, as the case may be) beyond the expiration of the Restricted Period if such delivery would result in a violation of applicable
law until such time as is no longer the case. If a cash payment is made in lieu of delivering Common Stock, the amount of such
payment shall be equal to the Closing Price of the shares of Common Stock as of the date on which the Restricted Period lapsed
with respect to such Restricted Stock Units, less an amount equal to any federal, state, local and non-U.S. income and employment
taxes required to be withheld. 


 


10.             Stock
Bonus Awards. The Committee may issue unrestricted Common Stock, or other Awards denominated
in Common Stock, under this Plan to Eligible Persons, either alone or in tandem with other awards, in such amounts as the Committee
shall from time to time in its sole discretion determine. Each Stock Bonus Award granted under this Plan shall be evidenced by
an Award agreement (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company
or a third party under contract with the Company)). Each Stock Bonus Award so granted shall be subject to such conditions not
inconsistent with this Plan as may be reflected in the applicable Award agreement.


 






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11.             Performance
Compensation Awards. 


 


(a)             Generally.
The Committee shall have the authority, at the time of grant of any Award described in Sections 7 through 10 of this Plan,
to designate such Award as a Performance Compensation Award intended to qualify as “performance-based compensation”
under Section 162(m) of the Code. The Committee shall have the authority to make an award of a cash bonus to any Participant
and designate such Award as a Performance Compensation Award intended to qualify as “performance-based compensation”
under Section 162(m) of the Code.


 


(b)             Discretion
of Committee with Respect to Performance Compensation Awards. With regard to a particular
Performance Period, the Committee shall have sole discretion to select the length of such Performance Period, the type(s) of Performance
Compensation Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s)
and/or level(s) of the Performance Goals(s) that is (are) to apply and the Performance Formula. Within the first 90 calendar days
of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code, if
applicable), the Committee shall, with regard to the Performance Compensation Awards to be issued for such Performance Period,
exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence and record the same
in writing.


 


(c)             Performance
Criteria. The Performance Criteria that will be used to establish the Performance Goal(s)
shall be based on the attainment of specific levels of performance of the Company and/or one or more Affiliates, divisions or
operational units, or any combination of the foregoing, as determined by the Committee. Any one or more of the Performance Criteria
adopted by the Committee may be used on an absolute or relative basis to measure the performance of the Company and/or one or
more Affiliates as a whole or any business unit(s) of the Company and/or one or more Affiliates or any combination thereof, as
the Committee may deem appropriate, or any of the above Performance Criteria may be compared to the performance of a selected
group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate,
or as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any
Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph. To the extent
required under Section 162(m) of the Code, the Committee shall, within the first 90 calendar days of a Performance Period
(or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), define in an objective fashion
the manner of calculating the Performance Criteria it selects to use for such Performance Period and thereafter promptly communicate
such Performance Criteria to the Participant.


 


(d)             Modification
of Performance Goal(s). In the event that applicable tax and/or securities laws change
to permit Committee discretion to alter the governing Performance Criteria without obtaining stockholder approval of such alterations,
the Committee shall have sole discretion to make such alterations without obtaining stockholder approval. The Committee is authorized
at any time during the first 90 calendar days of a Performance Period (or, if longer or shorter, within the maximum period allowed
under Section 162(m) of the Code, if applicable), or at any time thereafter to the extent the exercise of such authority
at such time would not cause the Performance Compensation Awards granted to any Participant for such Performance Period to fail
to qualify as “performance-based compensation” under Section 162(m) of the Code, in its sole discretion, to adjust
or modify the calculation of a Performance Goal for such Performance Period, based on and in order to appropriately reflect the
following events: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of
changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization
and restructuring programs; (v) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30
(or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results
of operations appearing in the Company’s annual report to stockholders for the applicable year; (vi) acquisitions or
divestitures; (vii) any other specific unusual or nonrecurring events, or objectively determinable category thereof; (viii) foreign
exchange gains and losses; and (ix) a change in the Company’s fiscal year.


 


(e)             Payment
of Performance Compensation Awards. 


 


Condition
to Receipt of Payment. Unless otherwise provided in the applicable Award agreement, a
Participant must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a
Performance Compensation Award for such Performance Period.


 






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Limitation.
A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (A) the
Performance Goals for such period are achieved; and (B) all or some of the portion of such Participant’s Performance
Compensation Award has been earned for the Performance Period based on the application of the Performance Formula to such achieved
Performance Goals.


 


i.             Certification.
Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent,
the Performance Goals for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of
the Performance Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine
the amount of each Participant’s Performance Compensation Award actually payable for the Performance Period and, in so doing,
may apply Negative Discretion.


 


ii.             Use
of Negative Discretion. In determining the actual amount of an individual Participant’s
Performance Compensation Award for a Performance Period, the Committee may reduce or eliminate the amount of the Performance Compensation
Award earned under the Performance Formula in the Performance Period through the use of Negative Discretion if, in its sole judgment,
such reduction or elimination is appropriate. The Committee shall not have the discretion, except as is otherwise provided in
this Plan, to (A) grant or provide payment in respect of Performance Compensation Awards for a Performance Period if the
Performance Goals for such Performance Period have not been attained; or (B) increase a Performance Compensation Award above
the applicable limitations set forth in Section 5 of this Plan.


 


(f)             Timing
of Award Payments. Performance Compensation Awards granted for a Performance Period
shall be paid to Participants as soon as administratively practicable following completion of the certifications required by this
Section 11, but in no event later than two-and-one-half months following the end of the fiscal year during which the Performance
Period is completed in order to comply with the short-term deferral rules under Section 1.409A-1(b)(4) of the Treasury Regulations.
Notwithstanding the foregoing, payment of a Performance Compensation Award may be delayed, as permitted by Section 1.409A-2(b)(7)(i)
of the Treasury Regulations, to the extent that the Company reasonably anticipates that if such payment were made as scheduled,
the Company’s tax deduction with respect to such payment would not be permitted due to the application of Section 162(m)
of the Code.


 


12.             Changes
in Capital Structure and Similar Events. In the event of (a) any dividend or other distribution
(whether in the form of cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, amalgamation, consolidation, split-up, split-off, combination, repurchase or exchange of
shares of Common Stock or other securities of the Company, issuance of warrants or other rights to acquire Common Stock or other
securities of the Company, or other similar corporate transaction or event (including, without limitation, a Change in Control)
that affects Common Stock, or (b) unusual or nonrecurring events (including, without limitation, a Change in Control) affecting
the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings,
regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting
principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion to be necessary
or appropriate, then the Committee shall make any such adjustments that are equitable, including without limitation any or all
of the following:


 


adjusting
any or all of (A) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities
or other property) that may be delivered in respect of Awards or with respect to which Awards may be granted under this Plan (including,
without limitation, adjusting any or all of the limitations under Section 5 of this Plan) and (B) the terms of any outstanding
Award, including, without limitation, (1) the number of shares of Common Stock or other securities of the Company (or number
and kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate, (2) the
Exercise Price or Strike Price with respect to any Award or (3) any applicable performance measures (including, without limitation,
Performance Criteria and Performance Goals);


 


i.             providing
for a substitution or assumption of Awards, accelerating the exercisability of, lapse of restrictions on, or termination of, Awards
or providing for a period of time for exercise prior to the occurrence of such event; and


 






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ii.             subject
to the requirements of Section 409A of the Code, canceling any one or more outstanding Awards and causing to be paid to the holders
thereof, in cash, Common Stock, other securities or other property, or any combination thereof, the value of such Awards, if any,
as determined by the Committee (which if applicable may be based upon the price per share of Common Stock received or to be received
by other stockholders of the Company in such event), including without limitation, in the case of an outstanding Option or SAR,
a cash payment in an amount equal to the excess, if any, of the fair market value (as of a date specified by the Committee) of
the Common Stock subject to such Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR, respectively
(it being understood that, in such event, any Option or SAR having a per share Exercise Price or Strike Price equal to, or in
excess of, the fair market value of a share of Common Stock subject thereto may be canceled and terminated without any payment
or consideration therefor); 


 


provided,
however, that in the case of any “equity restructuring” (within the meaning of the Financial Accounting
Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004) or ASC Topic 718, or any successor thereto),
the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring.
Any adjustment in Incentive Stock Options under this Section 12 (other than any cancellation of Incentive Stock Options)
shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of
the Code, and any adjustments under this Section 12 shall be made in a manner that does not adversely affect the exemption
provided pursuant to Rule 16b-3 under the Exchange Act. The Company shall give each Participant notice of an adjustment hereunder
and, upon notice, such adjustment shall be conclusive and binding for all purposes.


 


13.             Effect
of Change in Control. Except to the extent otherwise provided in an Award agreement, in the event of a Change in Control, notwithstanding
any provision of this Plan to the contrary, with respect to all or any portion of a particular outstanding Award or Awards: 


 


(a)             all
of the then outstanding Options and SARs shall immediately vest and become immediately exercisable as of a time prior to the Change
in Control;


 


(b)             the
Restricted Period shall expire as of a time prior to the Change in Control (including without limitation a waiver of any applicable
Performance Goals);


 


(c)             Performance
Periods in effect on the date the Change in Control occurs shall end on such date, and the Committee shall (i) determine the extent
to which Performance Goals with respect to each such Performance Period have been met based upon such audited or unaudited financial
information or other information then available as it deems relevant and (ii) cause the Participant to receive partial or full
payment of Awards for each such Performance Period based upon the Committee’s determination of the degree of attainment
of the Performance Goals, or assuming that the applicable “target” levels of performance have been attained or on
such other basis determined by the Committee.


 


To
the extent practicable, any actions taken by the Committee under the immediately preceding clauses (a) through (c) shall occur
in a manner and at a time which allows affected Participants the ability to participate in the Change in Control transactions
with respect to the shares of Common Stock subject to their Awards. 


 


14.             Amendments
and Termination. 


 


(a)
             Amendment
and Termination of this Plan. The Board may amend, alter, suspend, discontinue, or terminate
this Plan or any portion thereof at any time; provided, that (i) no amendment to the definition of Eligible Employee in
Section 2, Section 5(b), Section 11(c) or Section 14(b) (to the extent required by the proviso in such Section 14(b)) shall be
made without stockholder approval and (ii) no such amendment, alteration, suspension, discontinuation or termination shall be
made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to
this Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or
inter-dealer quotation system on which the Common Stock may be listed or quoted or to prevent the Company from being denied a
tax deduction under Section 162(m) of the Code); and,
provided, further, that any such amendment, alteration, suspension, discontinuance
or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award
theretofore granted shall not to that extent be effective without the prior written consent of the affected Participant, holder
or beneficiary. 


 






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(c)             Amendment
of Award Agreements. The Committee may, to the extent consistent with the terms of any
applicable Award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or
terminate, any Award theretofore granted or the associated Award agreement, prospectively or retroactively; provided, however
that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially
and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective
without the consent of the affected Participant; and, provided, further, that without stockholder approval,
except as otherwise permitted under Section 12 of this Plan, (i) no amendment or modification may reduce the Exercise
Price of any Option or the Strike Price of any SAR, (ii) the Committee may not cancel any outstanding Option or SAR and replace
it with a new Option or SAR, another Award or cash or take any action that would have the effect of treating such Award as a new
Award for tax or accounting purposes and (iii) the Committee may not take any other action that is considered a “repricing”
for purposes of the stockholder approval rules of the applicable securities exchange or inter-dealer quotation system on which
the Common Stock is listed or quoted.


 


15.             General.



 


(a)
             Award
Agreements. Each Award under this Plan shall be evidenced by an Award agreement, which
shall be delivered to the Participant (whether in paper or electronic medium (including email or the posting on a web site maintained
by the Company or a third party under contract with the Company)) and shall specify the terms and conditions of the Award and
any rules applicable thereto, including without limitation, the effect on such Award of the death, Disability or termination of
employment or service of a Participant, or of such other events as may be determined by the Committee. The Company’s failure
to specify any term of any Award in any particular Award agreement shall not invalidate such term, provided such terms was duly
adopted by the Board or the Committee.


 


(b)             Nontransferability;
Trading Restrictions. 


 


Each
Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable
law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold
or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any
such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against
the Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge,
attachment, sale, transfer or encumbrance.


 


i.             Notwithstanding
the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred
by a Participant, with or without consideration, subject to such rules as the Committee may adopt consistent with any applicable
Award agreement to preserve the purposes of this Plan, to: (A) any person who is a “family member” of the Participant,
as such term is used in the instructions to Form S-8 under the Securities Act (collectively, the “Immediate
Family Members”); (B) a trust solely for the benefit of the Participant and
his or her Immediate Family Members; or (C) a partnership or limited liability company whose only partners or stockholders
are the Participant and his or her Immediate Family Members; or (D) any other transferee as may be approved either (I) by the
Board or the Committee in its sole discretion, or (II) as provided in the applicable Award agreement (each transferee described
in clauses (A), (B) (C) and (D) above is hereinafter referred to as a “Permitted
Transferee”); provided, that the Participant gives the Committee advance
written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing
that such a transfer would comply with the requirements of this Plan.


 






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ii.             The
terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and
any reference in this Plan, or in any applicable Award agreement, to a Participant shall be deemed to refer to the Permitted Transferee,
except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent
and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be
in effect a registration statement on an appropriate form covering the shares of Common Stock to be acquired pursuant to the exercise
of such Option if the Committee determines, consistent with any applicable Award agreement, that such a registration statement
is necessary or appropriate; (C) the Committee or the Company shall not be required to provide any notice to a Permitted
Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under this Plan
or otherwise; and (D) the consequences of the termination of the Participant’s employment by, or services to, the Company
or an Affiliate under the terms of this Plan and the applicable Award agreement shall continue to be applied with respect to the
Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent,
and for the periods, specified in this Plan and the applicable Award agreement.


 


iii.             The
Committee shall have the right, either on an Award-by-Award basis or as a matter of policy for all Awards or one or more classes
of Awards, to condition the delivery of vested Common Stock received in connection with such Award on the Participant’s
agreement to such restrictions as the Committee may determine. 


 


(c)             Tax
Withholding. 


 


i.             A
Participant shall be required to pay to the Company or any Affiliate, or the Company or any Affiliate shall have the right and
is hereby authorized to withhold, from any cash, Common Stock, other securities or other property deliverable under any Award
or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities
or other property) of any required withholding taxes in respect of an Award, its exercise, or any payment or transfer under an
Award or under this Plan and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy
all obligations for the payment of such withholding and taxes.


 


ii.             Without
limiting the generality of clause (i) above, and except as otherwise provided herein, the Committee may, in its sole discretion,
permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of
Common Stock (which are not subject to any pledge or other security interest and are Mature Shares) owned by the Participant having
a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common
Stock otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market
Value equal to such withholding liability (but no more than the minimum required statutory withholding liability).


 


(d)             No
Claim to Awards; No Rights to Continued Employment; Waiver. No employee of the Company
or an Affiliate, or other person, shall have any claim or right to be granted an Award under this Plan or, having been selected
for the grant of an Award, to be selected for a grant of any other Award. There is no obligation for uniformity of treatment of
Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations
and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among
Participants, whether or not such Participants are similarly situated. Neither this Plan nor any action taken hereunder shall
be construed as giving any Participant any right to be retained in the employ or service of the Company or an Affiliate, nor shall
it be construed as giving any Participant any rights to continued service on the Board. The Company or any of its Affiliates may
at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim
under this Plan, unless otherwise expressly provided in this Plan or any Award agreement. By accepting an Award under this Plan,
a Participant shall thereby be deemed to have waived any claim to continued exercise or vesting of an Award or to damages or severance
entitlement related to non-continuation of the Award beyond the period provided under this Plan or any Award agreement, notwithstanding
any provision to the contrary in any written employment contract or other agreement between the Company and its Affiliates and
the Participant, whether any such agreement is executed before, on or after the Date of Grant.


 


(e)             International
Participants. With respect to Participants who reside or work outside of the United
States of America and who are not (and who are not expected to be) “covered employees” within the meaning of Section 162(m)
of the Code, the Committee may in its sole discretion amend the terms of this Plan or outstanding Awards (or establish a sub-plan)
with respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable
tax or other treatment for a Participant, the Company or its Affiliates.


 






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(f)             Designation
and Change of Beneficiary. Each Participant may file with the Committee a written designation
of one or more persons as the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award,
if any, due under this Plan upon his or her death. A Participant may, from time to time, revoke or change his or her beneficiary
designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation
filed with the Committee shall be controlling; provided, however, that no designation, or change or revocation
thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it
be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall
be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate. Upon the occurrence
of a Participant’s divorce (as evidenced by a final order or decree of divorce), any spousal designation previously given
by such Participant shall automatically terminate.


 


(g)             Termination
of Employment/Service. Unless determined otherwise by the Committee at any point following
such event: (i) neither a temporary absence from employment or service due to illness, vacation or leave of absence nor a
transfer from employment or service with the Company to employment or service with an Affiliate (or vice-versa) shall be considered
a termination of employment or service with the Company or an Affiliate; and (ii) if a Participant’s employment with
the Company and its Affiliates terminates, but such Participant continues to provide services to the Company and its Affiliates
in a non-employee capacity (or vice-versa), such change in status shall not be considered a termination of employment with the
Company or an Affiliate.


 


(h)             No
Rights as a Stockholder. Except as otherwise specifically provided in this Plan or any
Award agreement, no person shall be entitled to the privileges of ownership in respect of shares of Common Stock that are subject
to Awards hereunder until such shares have been issued or delivered to that person.


 


(i)             Government
and Other Regulations. 


 


i.             The
obligation of the Company to settle Awards in Common Stock or other consideration shall be subject to all applicable laws, rules,
and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of
any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from
offering to sell or selling, any shares of Common Stock pursuant to an Award unless such shares have been properly registered
for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion
of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available
exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no
obligation to register for sale under the Securities Act any of the shares of Common Stock to be offered or sold under this Plan.
The Committee shall have the authority to provide that all certificates for shares of Common Stock or other securities of the
Company or any Affiliate delivered under this Plan shall be subject to such stop transfer orders and other restrictions as the
Committee may deem advisable under this Plan, the applicable Award agreement, the federal securities laws, or the rules, regulations
and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation system upon
which such shares or other securities are then listed or quoted and any other applicable federal, state, local or non-U.S. laws,
and, without limiting the generality of Section 9 of this Plan, the Committee may cause a legend or legends to be put on
any such certificates to make appropriate reference to such restrictions. Notwithstanding any provision in this Plan to the contrary,
the Committee reserves the right to add any additional terms or provisions to any Award granted under this Plan that it in its
sole discretion deems necessary or advisable in order that such Award complies with the legal requirements of any governmental
entity to whose jurisdiction the Award is subject.


 






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ii.             The
Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions
and/or blockage and/or other market considerations would make the Company’s acquisition of Common Stock from the public
markets, the Company’s issuance of Common Stock to the Participant, the Participant’s acquisition of Common Stock
from the Company and/or the Participant’s sale of Common Stock to the public markets, illegal, impracticable or inadvisable.
If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing, unless doing so would violate
Section 409A of the Code, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate fair
market value of the Common Stock subject to such Award or portion thereof canceled (determined as of the applicable exercise date,
or the date that the shares would have been vested or delivered, as applicable), over (B) the aggregate Exercise Price or
Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition of delivery of Common Stock
(in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation
of such Award or portion thereof. The Committee shall have the discretion to consider and take action to mitigate the tax consequence
to the Participant in cancelling an Award in accordance with this clause.


 


(j)             Payments
to Persons Other Than Participants. If the Committee shall find that any person to whom
any amount is payable under this Plan is unable to care for his affairs because of illness or accident, or is a minor, or has
died, then any payment due to such person or his estate (unless a prior claim therefor has been made by a duly appointed legal
representative) may, if the Committee so directs the Company, be paid to his spouse, child, relative, an institution maintaining
or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person
otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company
therefor.


 


(k)             Nonexclusivity
of this Plan. Neither the adoption of this Plan by the Board nor the submission of this
Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board
to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options
or other equity-based awards otherwise than under this Plan, and such arrangements may be either applicable generally or only
in specific cases.


 


(l)             No
Trust or Fund Created. Neither this Plan nor any Award shall create or be construed
to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate, on the one hand,
and a Participant or other person or entity, on the other hand. No provision of this Plan or any Award shall require the Company,
for the purpose of satisfying any obligations under this Plan, to purchase assets or place any assets in a trust or other entity
to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books,
records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants
shall have no rights under this Plan other than as general unsecured creditors of the Company, except that insofar as they may
have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other
employees under general law.


 


(m)             Reliance
on Reports. Each member of the Committee and each member of the Board shall be fully
justified in acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good
faith, in reliance upon any report made by the independent public accountant of the Company and its Affiliates and/or any other
information furnished in connection with this Plan by any agent of the Company or the Committee or the Board, other than himself.


 


(n)             Relationship
to Other Benefits. No payment under this Plan shall be taken into account in determining
any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise
specifically provided in such other plan.


 


(o)             Governing
Law. The Plan shall be governed by and construed in accordance with the internal laws
of the State of Nevada, without giving effect to the conflict of laws provisions.


 


(p)             Severability.
If any provision of this Plan or any Award or Award agreement is or becomes or is deemed to be invalid, illegal, or unenforceable
in any jurisdiction or as to any person or entity or Award, or would disqualify this Plan or any Award under any law deemed applicable
by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws in the manner that most
closely reflects the original intent of the Award or the Plan, or if it cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent of this Plan or the Award, such provision shall be construed or
deemed stricken as to such jurisdiction, person or entity or Award and the remainder of this Plan and any such Award shall remain
in full force and effect.


 






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(q)             Obligations
Binding on Successors. The obligations of the Company under this Plan shall be binding
upon any successor corporation or organization resulting from the merger, amalgamation, 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.


 


(r)             Code
Section 162(m) Approval. If so determined by the Committee, the provisions of this
Plan regarding Performance Compensation Awards shall be disclosed and reapproved by stockholders no later than the first stockholder
meeting that occurs in the fifth year following the year in which stockholders previously approved such provisions, in each case
in order for certain Awards granted after such time to be exempt from the deduction limitations of Section 162(m) of the Code.
Nothing in this clause, however, shall affect the validity of Awards granted after such time if such stockholder approval has
not been obtained. 


 


(s)             Expenses;
Gender; Titles and Headings. The expenses of administering this Plan shall be borne
by the Company and its Affiliates. Masculine pronouns and other words of masculine gender shall refer to both men and women. The
titles and headings of the sections in this Plan are for convenience of reference only, and in the event of any conflict, the
text of this Plan, rather than such titles or headings shall control.


 


(t)             Other
Agreements. Notwithstanding the above, the Committee may require, as a condition to the
grant of and/or the receipt of Common Stock under an Award, that the Participant execute lock-up, stockholder or other agreements,
as it may determine in its sole and absolute discretion. 


 


(u)             Section
409A. The Plan and all Awards granted hereunder are intended to comply with, or otherwise
be exempt from, the requirements of Section 409A of the Code. The Plan and all Awards granted under this Plan shall be administered,
interpreted, and construed in a manner consistent with Section 409A of the Code to the extent necessary to avoid the imposition
of additional taxes under Section 409A(a)(1)(B) of the Code. Notwithstanding anything in this Plan to the contrary, in no event
shall the Committee exercise its discretion to accelerate the payment or settlement of an Award where such payment or settlement
constitutes deferred compensation within the meaning of Section 409A of the Code unless, and solely to the extent that, such accelerated
payment or settlement is permissible under Section 1.409A-3(j)(4) of the Treasury Regulations. If a Participant is a “specified
employee” (within the meaning of Section 1.409A-1(i) of the Treasury Regulations) at any time during the twelve (12)-month
period ending on the date of his termination of employment, and any Award hereunder subject to the requirements of Section 409A
of the Code is to be satisfied on account of the Participant’s termination of employment, satisfaction of such Award shall
be suspended until the date that is six (6) months after the date of such termination of employment.


 


(v)             Payments.
Participants shall be required to pay, to the extent required by applicable law, any amounts
required to receive shares of Common Stock under any Award made under this Plan. 


 






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Amendment
No. 1 to the


MYOS
Corporation 2012 Equity Incentive Plan 


 


WHEREAS,
MYOS Corporation (the “Company”) has established the MYOS Corporation 2012 Equity Incentive Plan, effective September
24, 2012 (the “Plan”);


 


WHEREAS,
the Company's Board of Directors (the “Board”) has the authority pursuant to Section 14(a) of the Plan to amend
the Plan subject to the approval of holders of the Company's common stock (“Common Stock”), $0.001 par value per share
(the “Stockholders”) entitled to vote in accordance with applicable law;


 


WHEREAS,
the Board desires to amend the Plan to increase the aggregate number of shares of the Company's Common Stock that may be issued
under the Plan (“Amendment No. 1”); and


 


WHEREAS,
pursuant to a unanimous written consent of the Board dated October 21, 2013, the Board determined to approve Amendment No.
1 and recommend its approval to the Stockholders;


 


NOW,
THEREFORE, pursuant to the power of amendment set forth in the Plan and subject to the approval of Stockholders, the Plan is hereby
amended as follows effective upon the approval by the Stockholders of Amendment No. 1:


 


1.    The
reference to “10,000,000 shares” in the first sentence of paragraph (b) of Section 5 of the Plan is replaced
in its entirety with “20,000,000 shares”.


 


2.     Except
as hereinabove amended and modified, the Plan shall remain in full force and effect.


 


3.     A
majority in voting interest of the stockholders present in person or by proxy and entitled to vote at the meeting of stockholders
at which this Amendment No. 1 to the Plan was considered, has duly approved this Amendment No. 1 to the Plan.


 


IN
WITNESS WHEREOF, this Amendment No. 1 to the Plan is made effective this 16th day of December, 2013.


 


	 	MYOS CORPORATION
	 	 	 
	 	By:	/s/
    Peter Levy
	 	 	Name: Peter Levy
	 	 	Title: President


 



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Amendment
No. 2 to the


MYOS
Corporation 2012 Equity Incentive Plan


 


WHEREAS,
MYOS Corporation (the “Company”) has established the MYOS Corporation 2012 Equity Incentive Plan, effective September
24, 2012 (as amended, the “Plan”);


 


WHEREAS,
the Company's Board of Directors (the “Board”) has the authority pursuant to Section 14(a) of the Plan to amend
the Plan subject to the approval of holders of the Company's common stock (“Common Stock”), $0.001 par value per share
(the “Stockholders”) entitled to vote in accordance with applicable law;


 


WHEREAS,
the Board desires to amend the Plan to increase the aggregate number of shares of the Company's Common Stock that may be issued
under the Plan (“Amendment No. 2”); and


 


WHEREAS,
on October 23, 2014, the Board determined to approve Amendment No. 2 and recommend its approval to the Stockholders;


 


NOW,
THEREFORE, pursuant to the power of amendment set forth in the Plan and subject to the approval of Stockholders, the Plan is hereby
amended as follows effective upon the approval by the Stockholders of Amendment No. 2:


 


1.    The
reference to “400,000 shares” in the first sentence of paragraph (b) of Section 5 of the Plan is replaced
in its entirety with “550,000 shares”.


 


2.     Except
as hereinabove amended and modified, the Plan shall remain in full force and effect.


 


3.     A
majority in voting interest of the stockholders present in person or by proxy and entitled to vote at the meeting of stockholders
at which this Amendment No. 2 to the Plan was considered, has duly approved this Amendment No. 2 to the Plan.


 


IN
WITNESS WHEREOF, this Amendment No. 2 to the Plan is made effective this 22nd day of December, 2014.


 


	 	MYOS CORPORATION
	 	 	 
	 	By:	/s/
    Peter Levy
	 	 	Name: Peter Levy
	 	 	Title: President


 




 


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