Exhibit 10.1


 


CorpHousing Group Inc.


 


2022 Long-Term Incentive Equity Plan


 


Section 1. Purpose;
Definitions.


 


1.1. Purpose. The
purpose of the CorpHousing Group Inc. 2022 Long-Term Incentive Equity Plan (“Plan”) is to enable CorpHousing Group Inc. (the
 “Company”) to offer to its employees, officers, directors and consultants whose past, present and/or potential future contributions
to the Company and its Subsidiaries have been, are or will be important to the success of the Company, an opportunity to acquire a proprietary
interest in the Company. The various types of long-term incentive awards that may be provided under the Plan
will enable the Company to respond to changes in compensation practices, tax laws, accounting regulations and the size and diversity of
its businesses.


 


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


 


(a) “Agreement” means
the agreement between the Company and the Holder, or such other document as may be determined by the Committee, setting forth the terms
and conditions of an award under the Plan.


 


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


 


(c) “Cause” means (a) the
meaning of such term as set forth in the applicable Service Agreement or (b) if no Service Agreement exists, (i) the commission of, or
plea of guilty or no contest to, a felony or a crime involving moral turpitude or the commission of any other act involving willful malfeasance
or material fiduciary breach with respect to the Company or an affiliate; (ii) conduct that results in or is reasonably likely to result
in harm to the reputation or business of the Company or any of its affiliates; (iii) gross negligence or willful misconduct with respect
to the Company or an affiliate; or (iv) material violation of state or federal securities laws.


 


(d) 
 “Change of Control” means (a) a transaction or series of related transactions in which a person or entity, or a group of
related persons or entities (other than any shareholders or any affiliates thereof), acquires shares representing more than fifty
percent (50%) of the outstanding voting power of the Company, (b) a merger or consolidation in which the Company is a constituent
party or a subsidiary of the Company is a constituent party and the Company issues shares of its Common Stock pursuant to such
merger or consolidation, except any such merger or consolidation involving the Company or a subsidiary in which the shares of Common
Stock outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for
shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of
the capital stock of (i) the surviving or resulting corporation or (ii) if the surviving or resulting corporation is a wholly owned
subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or
resulting corporation, or (c) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series
of related transactions, by the Company or any Subsidiary of all or substantially all the assets of the Company and its Subsidiaries
taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more Subsidiaries if all or substantially
all of the assets of the Company and its Subsidiaries taken as a whole are held by such Subsidiary or Subsidiaries, except where
such sale, lease, transfer, exclusive license or other disposition is to a wholly-owned Subsidiary.


 






     


     


    

 


(e) “Code” means the Internal
Revenue Code of 1986, as amended from time to time.


 


(f)  “Committee” means
the committee of the Board designated to administer the Plan as provided in Section 2.1. If no Committee is so designated, then all references
in this Plan to “Committee” shall mean the Board.


 


(g)  “Common Stock”
means the Common Stock of the Company, par value $0.00001 per share.


 


(h)  “Company” means
CorpHousing Group Inc., a corporation organized under the laws of the State of Delaware.


 


(i)  “Disability” means
physical or mental impairment as determined under procedures established by the Committee for purposes of the Plan.


 


(j)  “Effective Date”
means the date determined pursuant to Section 11.1.


 


(k)  “Fair Market Value,”
unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, means, as of any given date: (i)
if the Common Stock is listed on a national securities exchange or any other trading or quotation system,
the last sale price of the Common Stock in the principal trading market for the Common Stock on such date, as reported by such exchange
or trading or quotation system; (ii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) above, such
price as the Committee shall determine, in good faith.


 


(l)  “Holder” means
a person who has received an award under the Plan.


 


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


 


(n)  “Non-qualified Stock
Option” means any Stock Option that is not an Incentive Stock Option.


 


(o) “Normal Retirement”
means retirement from active employment with the Company or any Subsidiary on or after such age which may be designated by the Committee
as “retirement age” for any particular Holder. If no age is designated, it shall be 65.


 


(p)  “Other Stock-Based Award”
means an award under Section 9 that is valued in whole or in part by reference to, or is otherwise based upon, Common Stock.


 


(q)  “Parent” means
any present or future “parent corporation” of the Company, as such term is defined in Section 424(e) of the Code.


 


(r)  “Plan” means the
Corphousing Inc. 2022 Long-Term Incentive Equity Plan, as hereinafter amended from time to time.


 






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(s)  “Repurchase Value”
shall mean the Fair Market Value if the award to be settled under Section 2.2(e) or repurchased under Section 5.2(k) or 9.2 is comprised
of shares of Common Stock and the difference between Fair Market Value and the Exercise Price (if lower than Fair Market Value) if the
award is a Stock Option or Stock Appreciation Right; in each case, multiplied by the number of shares subject to the award.


 


(t)  “Restricted Stock”
means Common Stock received under an award made pursuant to Section 7 that is subject to restrictions under Section 7.


 


(u)  “SAR Value” means
the excess of the Fair Market Value (on the exercise date) over (a) the exercise price that the participant would have otherwise had to
pay to exercise the related Stock Option or (b) if a Stock Appreciation Right is granted unrelated to a Stock Option, the Fair Market
Value of a share of Common Stock on the date of grant of the Stock Appreciation Right, in either case, multiplied by the number of shares
for which the Stock Appreciation Right is exercised.


 


(v)  “Service Agreement”
means the employment agreement or other service agreement with the Company by which a Holder is bound.


 


(w) “Stock Appreciation Right”
means the right to receive from the Company, without a cash payment to the Company, a number of shares of Common Stock equal to the SAR
Value divided by the Fair Market Value (on the exercise date).


 


(x)  “Stock Option”
or “Option” means any option to purchase shares of Common Stock which is granted pursuant to the Plan.


 


(y)  “Subsidiary” means
any present or future “subsidiary corporation” of the Company, as such term is defined in Section 424(f) of the Code.


 


(z)  “Vest” means to
become exercisable or to otherwise obtain ownership rights in an award.


 


Section 2. Administration.


 


2.1. Committee Membership. 
The Plan shall be administered by the Board or a Committee. Committee members shall serve for such term as the Board may in each case
determine and shall be subject to removal at any time by the Board.


 


2.2. Powers of Committee. The
Committee shall have full authority to award, pursuant to the terms of the Plan: (i) Stock Options, (ii) Stock Appreciation Rights, (iii)
Restricted Stock, and/or (iv) Other Stock-Based Awards. For purposes of illustration and not of limitation, the Committee shall have the
authority (subject to the express provisions of this Plan):


 


(a) to select the officers, employees,
directors and consultants of the Company or any Subsidiary to whom Stock Options, Stock Appreciation Rights, Restricted Stock and/or Other
Stock-Based Awards may from time to time be awarded hereunder;


 


(b) to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder (including, but not
limited to, number of shares, share exercise price or types of consideration paid upon exercise of such options, such as other
securities of the Company or other property, any restrictions or limitations, and any vesting, exchange, surrender, cancellation,
acceleration, termination, exercise or forfeiture provisions, as the Committee shall determine);


 






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(c) to determine any specified performance
goals or such other factors or criteria which need to be attained for the vesting of an award granted hereunder;


 


(d) to determine the terms and conditions
under which awards granted hereunder are to operate on a tandem basis and/or in conjunction with or apart from other equity awarded under
this Plan and cash and non-cash awards made by the Company or any Subsidiary outside of this Plan; and


 


(e) to make payments and distributions
with respect to awards (i.e., to “settle” awards) through cash payments in an amount equal to the Repurchase Value.


 


The Committee may not modify or amend any outstanding
Option or Stock Appreciation Right to reduce the exercise price of such Option or Stock Appreciation Right, as applicable, below the exercise
price as of the date of grant of such Option or Stock Appreciation Right. In addition, no Option or Stock Appreciation Right may be granted
in exchange for the cancellation or surrender of an Option or Stock Appreciation Right or other award having a higher exercise price.


 


Notwithstanding anything to the contrary, the Committee
shall not grant to any one Holder in any one calendar year awards for more than 10% of the total number of Shares (as defined below) issued
and issuable under this Plan.


 


2.3. Interpretation of Plan.


 


(a) Committee Authority. Subject
to Section 10, the Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing
the Plan as it shall from time to time deem advisable to interpret the terms and provisions of the Plan and any award issued under the
Plan (and to determine the form and substance of all agreements relating thereto), and to otherwise supervise
the administration of the Plan. Subject to Section 10, all decisions made by the Committee pursuant to the provisions of the Plan shall
be made in the Committee’s sole discretion and shall be final and binding upon all persons, including the Company, its Subsidiaries
and Holders.


 


(b) Incentive Stock Options. Anything
in the Plan to the contrary notwithstanding, no term or provision of the Plan relating to Incentive Stock Options (including but not limited
to Stock Appreciation rights granted in conjunction with an Incentive Stock Option) or any Agreement providing for Incentive Stock Options
shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify
the Plan under Section 422 of the Code or, without the consent of the Holder(s) affected, to disqualify any
Incentive Stock Option under such Section 422.


 


Section 3. Stock Subject to Plan.


 


3.1. Number of
Shares. Subject to Section 7.1(d), the total number of
shares of Common Stock reserved and available for issuance under the Plan shall be 3,000,000 shares. Shares of Common Stock under
the Plan (“Shares”) may consist, in whole or in part, of authorized and unissued shares or treasury shares. If any
shares of Common Stock that have been granted pursuant to a Stock Option cease to be subject to a Stock Option, or if any shares of
Common Stock that are subject to any Stock Appreciation Right, Restricted Stock award or Other
Stock-Based Award granted hereunder are forfeited, or any such award otherwise terminates without a payment being made to the Holder
in the form of Common Stock, such shares shall again be available for distribution in connection with future grants and awards under
the Plan. Shares of Common Stock that are surrendered by a Holder or withheld by the Company as full or partial payment in
connection with any award under the Plan, as well as any shares of Common Stock surrendered by a Holder or withheld by the Company
or one of its Subsidiaries to satisfy the tax withholding obligations related to any award under the Plan, shall not be available
for subsequent awards under the Plan.


 






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3.2. Adjustment Upon Changes in Capitalization,
Etc. In the event of any common stock dividend payable on shares
of Common Stock, Common Stock split or reverse split, combination or exchange of shares of Common Stock, or other extraordinary or unusual
event which results in a change in the shares of Common Stock of the Company as a whole, the Committee shall determine, in its sole
discretion, whether such change equitably requires an adjustment in the terms of any award in order to prevent dilution or enlargement
of the benefits available under the Plan (including number of shares subject to the award and the exercise price) or the aggregate number
of shares reserved for issuance under the Plan. Any such adjustments will be made by the Committee, whose determination will be
final, binding and conclusive.


 


Section 4. Eligibility.


 


Awards may be made or granted to employees, officers,
directors and consultants who are deemed to have rendered or to be able to render significant services to the Company or its Subsidiaries
and who are deemed to have contributed or to have the potential to contribute to the success of the Company. No Incentive Stock Option
shall be granted to any person who is not an employee of the Company or an employee of a Subsidiary at the
time of grant or so qualified as set forth in the immediately preceding sentence. Notwithstanding the foregoing, an award may also be
made or granted to a person in connection with his hiring or retention, or at any time on or after the date he reaches an agreement (oral
or written) with the Company with respect to such hiring or retention, even though it may be prior to the date the person first performs
services for the Company or its Subsidiaries; provided, however, that no portion of any such award shall vest prior to the date the person
first performs such services and the date of grant shall be deemed to be the date hiring or retention commences.


 


Section 5. Stock Options.


 


5.1. Grant and Exercise. Stock
Options granted under the Plan may be of two types: (i) Incentive Stock Options and (ii) Non-qualified Stock Options. Any Stock Option
granted under the Plan shall contain such terms, not inconsistent with this Plan, or with respect to Incentive Stock Options, not inconsistent
with the Plan and the Code, as the Committee may from time to time approve. The Committee shall have the authority to grant Incentive
Stock Options or Non-qualified Stock Options, or both types of Stock Options which may be granted alone or
in addition to other awards granted under the Plan. To the extent that any Stock Option intended to qualify as an Incentive Stock Option
does not so qualify, it shall constitute a separate Non-qualified Stock Option.


 


5.2. Terms and Conditions. Stock
Options granted under the Plan shall be subject to the following terms and conditions:


 


(a) Option Term. The
term of each Stock Option shall be fixed by the Committee; provided, however, that an Incentive Stock Option may be granted only within
the ten-year period commencing from the Effective Date and may only be exercised within ten years of the date of grant (or five years
in the case of an Incentive Stock Option granted to an optionee who, at the time of grant, owns Common Stock
possessing more than 10% of the total combined voting power of all classes of voting stock of the Company (“10% Shareholder”)).


 






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(b) Exercise Price. The
exercise price per share of Common Stock purchasable under a Stock Option shall be determined by the Committee at the time of grant and
may not be less than 100% of the Fair Market Value on the date of grant (or, if greater, the par value of a share of Common Stock); provided,
however, that the exercise price of an Incentive Stock Option granted to a 10% Shareholder will not be less than 110% of the Fair Market
Value on the date of grant.


 


(c) Exercisability. Stock
Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee. The
Committee intends generally to provide that Stock Options be exercisable only in installments, i.e., that they
vest over time, typically over a four-year period. The Committee may waive such installment exercise provisions at any time at or after
the time of grant in whole or in part, based upon such factors as the Committee determines. Notwithstanding the foregoing, in the case
of an Incentive Stock Option, the aggregate Fair Market Value (on the date of grant of the Option) with respect to which Incentive Stock
Options become exercisable for the first time by a Holder during any calendar year (under all such plans of the Company and its Parent
and Subsidiaries) shall not exceed $100,000.


 


(d) Method of Exercise. Subject
to whatever installment, exercise and waiting period provisions are applicable in a particular case, Stock Options may be exercised in
whole or in part at any time during the term of the Option by giving written notice of exercise to the Company specifying the number of
shares of Common Stock to be purchased. Such notice shall be accompanied by payment in full of the purchase price, which shall be in cash
or, if provided in the Agreement, either in shares of Common Stock (including Restricted Stock and other contingent
awards under this Plan) or partly in cash and partly in such Common Stock, or such other means which the Committee determines are consistent
with the Plan’s purpose and applicable law. Cash payments shall be made by wire transfer, certified or bank check or personal check,
in each case payable to the order of the Company; provided, however, that the Company shall not be required to deliver certificates for
shares of Common Stock with respect to which an Option is exercised until the Company has confirmed the receipt of good and available
funds in payment of the purchase price thereof (except that, in the case of an exercise arrangement approved by the Committee and described
in the last sentence of this paragraph, payment may be made as soon as practicable after the exercise). The
Committee may permit a Holder to elect to pay the Exercise Price upon the exercise of a Stock Option by irrevocably authorizing a third
party to sell shares of Common Stock (or a sufficient portion of the shares) acquired upon exercise of the Stock Option and remit
to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such
exercise. The Committee may also permit a Holder to pay the Exercise Price upon exercise of a Stock Option pursuant to net exercise procedures
as determined by the Committee.


 


(e) Stock
Payments. Payments in the form of Common Stock shall be
valued at the Fair Market Value on the date of exercise. Such payments shall be made by delivery of stock certificates in negotiable
form that are effective to transfer good and valid title thereto to the Company, free of any liens or encumbrances.


 






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(f) Transferability. Except
as may be set forth in the next sentence of this Section or in the Agreement, no Stock Option shall be transferable by the Holder other
than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Holder’s lifetime,
only by the Holder (or, to the extent of legal incapacity or incompetency, the Holder’s guardian or legal
representative). Notwithstanding the foregoing, a Holder, with the approval of the Committee, may transfer a Non-Qualified Stock Option
(i) (A) by gift, for no consideration, or (B) pursuant to a domestic relations order, in either case, to or for the benefit of the Holder’s
 “Immediate Family” (as defined below), or (ii) to an entity in which the Holder and/or members of Holder’s Immediate
Family own more than fifty percent of the voting interest, subject to such limits as the Committee may establish and the execution of
such documents as the Committee may require, and the transferee shall remain subject to all the terms and conditions applicable to the
Non-Qualified Stock Option prior to such transfer. The term “Immediate Family” shall mean any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law or sister-in-law, including adoptive relationships, any person sharing the Holder’s household (other than a tenant
or employee), a trust in which these persons have more than fifty percent beneficial interest, and a foundation in which these
persons (or the Holder) control the management of the assets. The Committee may, in its sole discretion, permit transfer of an Incentive
Stock Option in a manner consistent with applicable tax and securities law upon the Holder’s request.


 


(g) Termination by Reason of
Death. If a Holder’s employment by, or association with,
the Company or a Subsidiary terminates by reason of death, any Stock Option held by such Holder, unless otherwise determined by the Committee
and set forth in the Agreement, shall thereupon automatically terminate, except that the portion of such Stock Option that has vested
on the date of death may thereafter be exercised by the legal representative of the estate or by the legatee
of the Holder under the will of the Holder, for a period of one year (or such other greater or lesser period as the Committee may specify
in the Agreement) from the date of such death or until the expiration of the stated term of such Stock Option, whichever period
is shorter.


 


(h) Termination by Reason of
Disability. If a Holder’s employment by, or association
with, the Company or any Subsidiary terminates by reason of Disability, any Stock Option held by such Holder, unless otherwise determined
by the Committee and set forth in the Agreement, shall thereupon automatically terminate, except that the portion of such Stock Option
that has vested on the date of termination may thereafter be exercised by the Holder for a period of one year (or such other greater
or lesser period as the Committee may specify in the Agreement) from the date of such termination or until the expiration of the stated
term of such Stock Option, whichever period is shorter.


 


(i) Termination
by Reason of Normal Retirement. Subject to the provisions
of Section 12.3, if such Holder’s employment by, or association with, the Company or any Subsidiary terminates due to Normal
Retirement, any Stock Option held by such Holder, unless otherwise determined by the Committee and set forth in the Agreement, shall
thereupon automatically terminate, except that the portion of such Stock Option that has vested on the date of termination may
thereafter be exercised by the Holder for a period of one year (or such other greater or lesser period as the Committee may specify
in the Agreement) from the date of such termination or until the expiration of the stated term of such
Stock Option, whichever period is shorter.


 


(j) Other Termination. Subject
to the provisions of Section 12.3, if such Holder’s employment by, or association with, the Company or any Subsidiary terminates
for any reason other than death, Disability or Normal Retirement, any Stock Option held by such Holder, unless otherwise determined by
the Committee and set forth in the Agreement, shall thereupon automatically terminate, except that, if the Holder’s employment is
terminated by the Company or a Subsidiary without cause, the portion of such Stock Option that has vested on the
date of termination may thereafter be exercised by the Holder for a period of three months (or such other greater or lesser period
as the Committee may specify in the Agreement) from the date of such termination or until the expiration of
the stated term of such Stock Option, whichever period is shorter.


 






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(k) Buyout and Settlement Provisions. The
Committee may at any time, in its sole discretion, offer to repurchase a Stock Option previously granted, at a purchase price not to exceed
the Repurchase Value, based upon such terms and conditions as the Committee shall establish and communicate to the Holder at the time
that such offer is made.


 


(l) Rights as Shareholder.
A Holder shall have none of the rights of a Shareholder with respect to the shares subject to the Option until such shares shall be transferred
to the Holder upon the exercise of the Option. 


 


Section 6. Stock Appreciation Rights.


 


6.1. Grant and Exercise. 
Subject to the terms and conditions of the Plan, the Committee may grant Stock Appreciation Rights in tandem with an Option or alone and
unrelated to an Option. The Committee may grant Stock Appreciation Rights to participants who have been or are being granted Stock Options
under the Plan as a means of allowing such participants to exercise their Stock Options without the need to
pay the exercise price in cash. In the case of a Non-qualified Stock Option, a Stock Appreciation Right may be granted either at or after
the time of the grant of such Non-qualified Stock Option. In the case of an Incentive Stock Option, a Stock Appreciation Right
may be granted only at the time of the grant of such Incentive Stock Option.


 


6.2. Terms and Conditions. Stock
Appreciation Rights shall be subject to the following terms and conditions:


 


(a) Exercisability. Stock
Appreciation Rights shall be exercisable as shall be determined by the Committee and set forth in the Agreement, subject, for Stock Appreciation
Rights granted in tandem with an Incentive Stock Option, to the limitations, if any, imposed by the Code with respect to related Incentive
Stock Options.


 


(b) Termination. All
or a portion of a Stock Appreciation Right granted in tandem with a Stock Option shall terminate and shall no longer be exercisable upon
the termination or after the exercise of the applicable portion of the related Stock Option.


 


(c) Method
of Exercise.  Stock Appreciation Rights shall be
exercisable upon such terms and conditions as shall be determined by the Committee and set forth in the Agreement and, for Stock
Appreciation Rights granted in tandem with a Stock Option, by surrendering the applicable portion of the related Stock Option. Upon
exercise of all or a portion of a Stock Appreciation Right and, if applicable, surrender of the applicable portion of the related
Stock Option, the Holder shall be entitled to receive a number of shares of Common Stock equal to the SAR Value divided by the Fair
Market Value on the date the Stock Appreciation Right is exercised.


 






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(d) Shares Available Under Plan.
The granting of a Stock Appreciation Right in tandem with a Stock Option shall not affect the number of shares of Common Stock available
for awards under the Plan. The number of shares available for awards under the Plan will, however, be reduced by the number of shares
of Common Stock acquirable upon exercise of the Stock Option to which such Stock Appreciation Right relates.


 


Section 7. Restricted Stock.


 


7.1. Grant. Shares
of Restricted Stock may be awarded either alone or in addition to other awards granted under the Plan. The Committee shall determine the
eligible persons to whom, and the time or times at which, grants of Restricted Stock will be awarded, the number of shares to be awarded,
the price (if any) to be paid by the Holder, the time or times within which such awards may be subject to forfeiture
(“Restriction Period”), the vesting schedule and rights to acceleration thereof and all other terms and conditions of the
awards.


 


7.2. Terms and Conditions. Each
Restricted Stock award shall be subject to the following terms and conditions:


 


(a) Certificates. Restricted
Stock, when issued, will be represented by a stock certificate or certificates registered in the name of the Holder to whom such Restricted
Stock shall have been awarded. During the Restriction Period, certificates representing the Restricted Stock and any securities constituting
Retained Distributions (as defined below) shall bear a legend to the effect that ownership of the Restricted
Stock (and such Retained Distributions) and the enjoyment of all rights appurtenant thereto are subject to the restrictions, terms and
conditions provided in the Plan and the Agreement. Such certificates shall be deposited by the Holder with the Company, together with
stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion
of the Restricted Stock and any securities constituting Retained Distributions that shall be forfeited or that shall not become vested
in accordance with the Plan and the Agreement.


 


(b) Rights
of Holder. Restricted Stock shall constitute issued and
outstanding shares of Common Stock for all corporate purposes. The Holder will have the right to vote such Restricted Stock and to
exercise all other rights, powers and privileges of a holder of Common Stock with respect to such Restricted Stock, with the
exceptions that (i) the Holder will not be entitled to delivery of the stock certificate or certificates
representing such Restricted Stock until the Restriction Period shall have expired and unless all other vesting requirements with
respect thereto shall have been fulfilled; (ii) the Company will retain custody of the stock certificate or certificates
representing the Restricted Stock during the Restriction Period; (iii) the Company will retain custody of all dividends and
distributions (“Retained Distributions”) made, paid or declared with respect to the Restricted Stock (and such Retained
Distributions will be subject to the same restrictions, terms and conditions as are applicable to the Restricted Stock) until such
time, if ever, as the Restricted Stock with respect to which such Retained Distributions shall have been made, paid or declared
shall have become vested and with respect to which the Restriction Period shall have expired; and (iv) a breach of any of the
restrictions, terms or conditions contained in this Plan or the Agreement or otherwise established by the Committee with respect to
any Restricted Stock or Retained Distributions will cause a forfeiture of such Restricted Stock and any Retained Distributions with
respect thereto.


 






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(c) Vesting; Forfeiture. Upon
the expiration of the Restriction Period with respect to each award of Restricted Stock and the satisfaction of any other applicable restrictions,
terms and conditions (i) all or part of such Restricted Stock shall become vested in accordance with the terms of the Agreement, and (ii)
any Retained Distributions with respect to such Restricted Stock shall become vested to the extent that the
Restricted Stock related thereto shall have become vested. Any such Restricted Stock and Retained Distributions that do not vest shall
be forfeited to the Company and the Holder shall not thereafter have any rights with respect to such Restricted Stock and Retained
Distributions that shall have been so forfeited.


 


Section 8. Other Stock-Based Awards.


 


Other Stock-Based Awards may be awarded, subject
to limitations under applicable law, that are denominated or payable in, valued in whole or in part by reference
to, or otherwise based on or related to, shares of Common Stock, as deemed by the Committee to be consistent with the purposes of the
Plan, including, without limitation, purchase rights, shares of Common Stock awarded which are not subject to any restrictions or conditions,
convertible or exchangeable debentures, or other rights convertible into shares of Common Stock and awards valued by reference to the
value of securities of or the performance of specified Subsidiaries. These other stock-based awards may include performance shares
or options, whose award is tied to specific performance criteria. Other Stock-Based Awards may be awarded either alone or
in addition to or in tandem with any other awards under this Plan or any other plan of the Company. Each other Stock-Based Award shall
be subject to such terms and conditions as may be determined by the Committee.


 


Section 9. Accelerated Vesting and Exercisability.


 


9.1. Approved Transactions. 
The Committee may, in the event of a Change of Control, (i) accelerate the vesting of any and all Stock Options
and other awards granted and outstanding under the Plan, (ii) require a Holder of any award granted under this Plan to relinquish such
award to the Company upon the tender by the Company to Holder of cash in an amount equal to the Repurchase Value of such award, (iii)
cancel any Stock Option in exchange for a substitute option in a manner consistent with the requirements of Treas. Reg. §1.424-1(a)
(notwithstanding the fact that the original Stock Option may never have been intended to satisfy the requirements for treatment as an
Incentive Stock Option) or (iv) cancel any Restricted Stock in exchange for restricted stock of any successor corporation.
For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed
of, determined without regard to any liabilities associated with such assets.


 


9.2. Code Section 409A. Notwithstanding
any provisions of this Plan or any award granted hereunder to the contrary, no acceleration shall occur with respect to any award
to the extent such acceleration would cause the Plan or an award granted hereunder to fail to comply with Code Section 409A.


 


Section 10. Amendment and Termination.


 


The Board may at any
time, and from time to time, amend alter, suspend or discontinue any of the provisions of the Plan, but no amendment, alteration,
suspension or discontinuance shall be made that would impair the rights of a Holder under any Agreement
theretofore entered into hereunder, without the Holder’s consent, except as set forth in this Plan.


 






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Section 11. Term of Plan.


 


11.1. Effective Date. The
Effective Date of the Plan shall be the date on which the Plan is adopted by the Board. Awards may be granted under the Plan at any time
after the Effective Date and before the date fixed herein for termination of the Plan; provided, however, that if the Plan is not approved
by the affirmative vote of the holders of a majority of the Common Stock cast at a duly held stockholders’ meeting at which a quorum
is, either in person or by proxy, present and voting within one year from the Effective Date, then (i) no Incentive Stock Options may
be granted hereunder and (ii) all Incentive Stock Options previously granted hereunder shall be automatically converted into Non-qualified
Stock Options.


 


11.2. Termination Date. Unless
terminated by the Board, this Plan shall continue to remain effective until such time as no further awards may be granted and all awards
granted under the Plan are no longer outstanding. Notwithstanding the foregoing, grants of Incentive Stock
Options may be made only during the ten-year period beginning on the Effective Date.


 


Section 12. General Provisions.


 


12.1. Written Agreements. Each
award granted under the Plan shall be confirmed by, and shall be subject to the terms of, the Agreement executed
by the Company and the Holder, or such other document as may be determined by the Committee. The Committee may terminate any award made
under the Plan if the Agreement relating thereto is not executed and returned to the Company within 10 days after the Agreement has been
delivered to the Holder for his or her execution.


 


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


 


12.3. Employees.


 


(a) Engaging
in Competition With the Company; Solicitation of Customers and Employees; Disclosure of Confidential Information. If
a Holder’s employment by, or association with, the Company or a Subsidiary is terminated for any reason whatsoever, and within
12 months after the date thereof such Holder either (i) accepts employment with any competitor of, or
otherwise engages in competition with, the Company or any of its Subsidiaries, (ii) solicits any customers or employees of the
Company or any of its Subsidiaries to do business with or render services to the Holder or any business with which the Holder
becomes affiliated or to which the Holder renders services or (iii) uses or discloses to anyone outside the Company any confidential
information or material of the Company or any of its Subsidiaries in violation of the Company’s policies or any agreement
between the Holder and the Company or any of its Subsidiaries, the Committee, in its sole discretion, may require such Holder to
return to the Company the economic value of any award that was realized or obtained by such Holder at any time during the period
beginning on the date that is six months prior to the date such Holder’s employment by, or association with, the Company or
such Subsidiary is terminated; provided, however, that if the Holder is a resident of the State of California, such right must be
exercised by the Company for cash within six months after the date of termination of the Holder’s service to the Company or
within six months after exercise of the applicable Stock Option, whichever is later. In such event, Holder agrees to remit to the
Company, in cash, an amount equal to the difference between the Fair Market Value of the Shares on the date of termination (or the
sales price of such Shares if the Shares were sold during such six month period) and the price the Holder paid the Company for such
Shares.


 






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(b) Termination for Cause. If
a Holder’s employment by, or association with, the Company or a Subsidiary is terminated for cause, the Committee may, in its sole
discretion, require such Holder to return to the Company the economic value of any award that was realized
or obtained by such Holder at any time during the period beginning on that date that is six months prior to the date such Holder’s
employment by, or association with, the Company or such Subsidiary is terminated. In such event, Holder agrees to remit to the Company,
in cash, an amount equal to the difference between the Fair Market Value of the Shares on the date of termination (or the sales price
of such Shares if the Shares were sold during such six month period) and the price the Holder paid the Company for such Shares.


 


(c) No Right of Employment. Nothing
contained in the Plan or in any award hereunder shall be deemed to confer upon any Holder who is an employee of the Company or
any Subsidiary any right to continued employment with the Company or any Subsidiary, nor shall it interfere in any way with the right
of the Company or any Subsidiary to terminate the employment of any Holder who is an employee at any time.


 


12.4. Investment Representations; Company
Policy. The Committee may require each person acquiring shares
of Common Stock pursuant to a Stock Option or other award under the Plan to represent to and agree with the Company in writing that the
Holder is acquiring the shares for investment without a view to distribution thereof. Each person acquiring
shares of Common Stock pursuant to a Stock Option or other award under the Plan shall be required to abide by all policies of the Company
in effect at the time of such acquisition and thereafter with respect to the ownership and trading of the Company’s securities.


 


12.5. Additional Incentive Arrangements. Nothing
contained in the Plan shall prevent the Board from adopting such other or additional incentive arrangements as it may deem
desirable, including, but not limited to, the granting of Stock Options and the awarding of Common Stock and cash otherwise than under
the Plan; and such arrangements may be either generally applicable or applicable only in specific cases.


 


12.6. Withholding Taxes. Not
later than the date as of which an amount must first be included in the gross income of the Holder for Federal income tax purposes with
respect to any Stock Option or other award under the Plan, the Holder shall pay to the Company, or make arrangements
satisfactory to the Committee regarding the payment of, any Federal, state and local taxes of any kind required by law to be withheld
or paid with respect to such amount. If permitted by the Committee, tax withholding or payment obligations may be settled with Common
Stock, including Common Stock that is part of the award that gives rise to the withholding requirement. The obligations of the Company
under the Plan shall be conditioned upon such payment or arrangements and the Company or the Holder’s employer (if not the Company)
shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Holder
from the Company or any Subsidiary.


 






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12.7. Governing Law. The
Plan and all awards made and actions taken thereunder shall be governed by and construed in accordance with
the law of the State of Delaware (without regard to choice of law provisions).


 


12.8. Other Benefit Plans. Any
award granted under the Plan shall not be deemed compensation for purposes of computing benefits under any
retirement plan of the Company or any Subsidiary and shall not affect any benefits under any other benefit plan now or subsequently in
effect under which the availability or amount of benefits is related to the level of compensation (unless required by specific reference
in any such other plan to awards under this Plan).


 


12.9. Non-Transferability. Except
as otherwise expressly provided in the Plan or the Agreement, no right or benefit under the Plan may be alienated,
sold, assigned, hypothecated, pledged, exchanged, transferred, encumbranced or charged, and any attempt to alienate, sell, assign, hypothecate,
pledge, exchange, transfer, encumber or charge the same shall be void.


 


12.10. Applicable Laws. The
obligations of the Company with respect to all Stock Options and awards under the Plan shall be subject to
(i) all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required, including, without
limitation, the Securities Act of 1933, as amended ( “Securities Act”), and (ii) the rules and regulations of any securities
exchange on which the Common Stock may be listed.


 


12.11. Conflicts. If
any of the terms or provisions of the Plan or an Agreement conflict with the requirements of Section 422 of
the Code, then such terms or provisions shall be deemed inoperative to the extent they so conflict with such requirements. Additionally,
if this Plan or any Agreement does not contain any provision required to be included herein under Section 422 of the Code, such provision
shall be deemed to be incorporated herein and therein with the same force and effect as if such provision had been set out at length herein
and therein. If any of the terms or provisions of any Agreement conflict with any terms or provisions of the Plan, then such terms or
provisions shall be deemed inoperative to the extent they so conflict with the requirements of the Plan. Additionally, if any Agreement
does not contain any provision required to be included therein under the Plan, such provision shall be deemed to be incorporated therein
with the same force and effect as if such provision had been set out at length therein.


 


12.12. Certain Awards Deferring or Accelerating
the Receipt of Compensation. To the extent applicable, all awards
granted, and all Agreements entered into, under the Plan are intended to comply with Section 409A of the Code, which was added by the
American Jobs Creation Act of 2004 and relates to deferred compensation under nonqualified deferred compensation
plans. The Committee, in administering the Plan, intends, and the parties entering into any Agreement intend, to restrict provisions of
any awards that may constitute deferred receipt of compensation subject to Code Section 409A requirements to those consistent with this
Section. The Board may amend the Plan to comply with Code Section 409A in the future.


 


12.13. Non-Registered Stock. The
shares of Common Stock to be distributed under this Plan have not been, as of the Effective Date, registered
under the Securities Act, or any applicable state or foreign securities laws and the Company has no obligation to any Holder to register
the Common Stock or to assist the Holder in obtaining an exemption from the various registration requirements, or to list the Common Stock
on a national securities exchange or any other trading or quotation system.


 








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