CODA
OCTOPUS GROUP, INC.


 


2017
STOCK INCENTIVE PLAN


 


1.
Purpose of Plan.


 


The
purpose of the Coda Octopus Group, Inc. 2017 Stock Incentive Plan (the “Plan”) is to advance the interests of Coda
Octopus Group, Inc. (the “Company”) and its stockholders by enabling the Company and its Subsidiaries to attract and
retain qualified individuals through opportunities for equity participation in the Company, and to reward those individuals who
contribute to the Company’s achievement of its economic objectives.


 


2.
Definitions.


 


The
following terms will have the meanings set forth below, unless the context clearly otherwise requires:


 


2.1
“Board” means the Company’s Board of Directors.


 


2.2
“Broker Exercise Notice” means a written notice pursuant to which a Participant, upon exercise of an Option,
irrevocably instructs a broker or dealer to sell a sufficient number of shares or loan a sufficient amount of money to pay all
or a portion of the exercise price of the Option and/or any related withholding tax obligations and remit such sums to the Company
and directs the Company to deliver stock certificates to be issued upon such exercise directly to such broker or dealer or their
nominee.


 


2.3
“Cause” means (i) dishonesty, fraud, misrepresentation, embezzlement or deliberate injury or attempted injury,
in each case related to the Company or any Subsidiary, (ii) any unlawful or criminal activity of a serious nature, (iii) any intentional
and deliberate breach of a duty or duties that, individually or in the aggregate, are material in relation to the Participant’s
overall duties, (iv) any material breach of any confidentiality or noncompete agreement entered into with the Company or any Subsidiary,
or (v) with respect to a particular Participant, any other act or omission that constitutes “cause” as may be defined
in any employment, consulting or similar agreement between such Participant and the Company or any Subsidiary.


 


2.4
“Change in Control” means an event described in Section 11.1 of the Plan.


 


2.5
“Code” means the Internal Revenue Code of 1986, as amended.


 


2.6
“Committee” means the group of individuals administering the Plan, as provided in Section 3 of the Plan.


 


2.7
“Common Stock” means the common stock of the Company, $0.001 par value per share, or the number and kind of
shares of stock or other securities into which such Common Stock may be changed in accordance with Section 4.3 of the Plan.


 


2.8
“Disability” means the disability of the Participant means the permanent and total disability of the Participant
within the meaning of Section 22(e)(3) of the Code.


 




    	 



     


    

 


2.9
“Effective Date” means December 6, 2017, but no Incentive Stock Option shall be exercised unless and until
the Plan has been approved by the stockholders of the Company, which approval shall be within twelve (12) months before or after
the date the Plan is adopted by the Board.


 


2.10
“Eligible Recipients” means all employees, officers and directors of the Company or any Subsidiary, and any
person who has a relationship with the Company or any Subsidiary.


 


2.11
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


2.12
“Fair Market Value” means, with respect to the Common Stock, as of any date: (i) the mean between the reported
high and low sale prices of the Common Stock at the end of the regular trading session if the Common Stock is listed, admitted
to unlisted trading privileges, or reported on any national securities exchange or on the NASDAQ Global Select or Global Market
on such date (or, if no shares were traded on such day, as of the next preceding day on which there was such a trade); or (ii)
if the Common Stock is not so listed, admitted to unlisted trading privileges, or reported on any national exchange or on the
NASDAQ Global Select or Global Market, the closing bid price as of such date at the end of the regular trading session, as reported
by the Nasdaq Capital Market, OTC Bulletin Board, The OTC Market, or other comparable service; or (iii) if the Common Stock is
not so listed or reported, such price as the Committee determines in good faith in the exercise of its reasonable discretion.


 


2.13
“Incentive Award” means an Option, Restricted Stock Award or Performance Stock Award granted to an Eligible
Recipient pursuant to the Plan.


 


2.14
“Incentive Stock Option” means a right to purchase Common Stock granted to an Eligible Recipient pursuant to
Section 6 of the Plan that qualifies as an “incentive stock option” within the meaning of Section 422 of the Code.


 


2.15
“Non-Statutory Stock Option” means a right to purchase Common Stock granted to an Eligible Recipient pursuant
to Section 6 of the Plan that does not qualify as an Incentive Stock Option.


 


2.16
“Option” means an Incentive Stock Option or a Non-Statutory Stock Option.


 


2.17
“Participant” means an Eligible Recipient who receives one or more Incentive Awards under the Plan.


 


2.18
“Performance Criteria” means the performance criteria that may be used by the Committee in granting Performance
Stock Awards contingent upon achievement of such performance goals as the Committee may determine in its sole discretion. The
Committee may select one criterion or multiple criteria for measuring performance, and the measurement may be based upon Company,
Subsidiary or business unit performance, or the individual performance of the Eligible Recipient, either absolute or by relative
comparison to other companies, other Eligible Recipients or any other external measure of the selected criteria.


 


2.19
“Performance Stock Awards” means an award of Common Stock granted to an Eligible Recipient pursuant to Section
8 of the Plan and which may be subject to the future achievement of Performance Criteria or be free of any performance or vesting
conditions.


 




    	 



     


    

 


2.20
“Previously Acquired Shares” means shares of Common Stock that are already owned by the Participant or, with
respect to any Incentive Award, that are to be issued upon the grant, exercise or vesting of such Incentive Award.


 


2.21
“Restricted Stock Award” means an award of Common Stock granted to an Eligible Recipient pursuant to Section
7 of the Plan that is subject to the restrictions on transferability and the risk of forfeiture imposed by the provisions of such
Section 7.


 


2.22
“Retirement” means normal or approved early termination of employment or service.


 


2.23
“Securities Act” means the Securities Act of 1933, as amended.


 


2.24
“Subsidiary” means any entity that is directly or indirectly controlled by the Company or any entity in which
the Company has a significant equity interest, as determined by the Committee.


 


3.
Plan Administration.


 


3.1.
The Committee. The Plan will be administered by the Board or by a committee of the Board. So long as the Company has a
class of its equity securities registered under Section 12 of the Exchange Act, any committee administering the Plan will consist
solely of two or more members of the Board who are “non-employee directors” within the meaning of Rule 16b-3 under
the Exchange Act. Such a committee, if established, will act by majority approval of the members (unanimous approval with respect
to action by written consent), and a majority of the members of such a committee will constitute a quorum. As used in the Plan,
“Committee” will refer to the Board or to such a committee, if established. To the extent consistent with applicable
corporate law of the Company’s jurisdiction of incorporation, the Committee may delegate to any officers of the Company
the duties, power and authority of the Committee under the Plan pursuant to such conditions or limitations as the Committee may
establish; provided, however, that only the Committee may exercise such duties, power and authority with respect to Eligible Recipients
who are subject to Section 16 of the Exchange Act. The Committee may exercise its duties, power and authority under the Plan in
its sole and absolute discretion without the consent of any Participant or other party, unless the Plan specifically provides
otherwise. Each determination, interpretation or other action made or taken by the Committee pursuant to the provisions of the
Plan will be conclusive and binding for all purposes and on all persons, and no member of the Committee will be liable for any
action or determination made in good faith with respect to the Plan or any Incentive Award granted under the Plan.


 


3.2.
Authority of the Committee.


 


(a)
In accordance with and subject to the provisions of the Plan, the Committee will have the authority to determine all provisions
of Incentive Awards as the Committee may deem necessary or desirable and as consistent with the terms of the Plan, including,
without limitation, the following: (i) the Eligible Recipients to be selected as Participants; (ii) the nature and extent of the
Incentive Awards to be made to each Participant (including the number of shares of Common Stock to be subject to each Incentive
Award, any exercise price, the manner in which Incentive Awards will vest or become exercisable and whether Incentive Awards will
be granted in tandem with other Incentive Awards) and the form of written agreement, if any, evidencing such Incentive Award;
(iii) the time or times when Incentive Awards will be granted; (iv) the duration of each Incentive Award; and (v) the restrictions
and other conditions to which the payment or vesting of Incentive Awards may be subject. In addition, the Committee will have
the authority under the Plan in its sole discretion to pay the economic value of any Incentive Award in the form of cash, Common
Stock or any combination of both.


 




    	 



     


    

 


(b)
Subject to Section 3.2(d), below, the Committee will have the authority under the Plan to amend or modify the terms of any outstanding
Incentive Award in any manner, including, without limitation, the authority to modify the number of shares or other terms and
conditions of an Incentive Award, extend the term of an Incentive Award, accelerate the exercisability or vesting or otherwise
terminate any restrictions relating to an Incentive Award, accept the surrender of any outstanding Incentive Award or, to the
extent not previously exercised or vested, authorize the grant of new Incentive Awards in substitution for surrendered Incentive
Awards; provided, however that the amended or modified terms are permitted by the Plan as then in effect and that any Participant
adversely affected by such amended or modified terms has consented to such amendment or modification.


 


(c)
In the event of (i) any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend,
stock split, combination of shares, rights offering, extraordinary dividend or divestiture (including a spin-off) or any other
change in corporate structure or shares; (ii) any purchase, acquisition, sale, disposition or write-down of a significant amount
of assets or a significant business; (iii) any change in accounting principles or practices, tax laws or other such laws or provisions
affecting reported results; or (iv) any other similar change, in each case with respect to the Company or any other entity whose
performance is relevant to the grant or vesting of an Incentive Award, the Committee (or, if the Company is not the surviving
corporation in any such transaction, the board of directors of the surviving corporation) may, without the consent of any affected
Participant, amend or modify the vesting criteria (including Performance Criteria) of any outstanding Incentive Award that is
based in whole or in part on the financial performance of the Company (or any Subsidiary or division or other subunit thereof)
or such other entity so as equitably to reflect such event, with the desired result that the criteria for evaluating such financial
performance of the Company or such other entity will be substantially the same (in the sole discretion of the Committee or the
board of directors of the surviving corporation) following such event as prior to such event; provided, however, that the amended
or modified terms are permitted by the Plan as then in effect.


 


(d)
Notwithstanding any other provision of this Plan other than Section 4.3, the Committee may not, without prior approval of the
Company’s stockholders, seek to effect any re-pricing of any previously granted, “underwater” Option by: (i)
amending or modifying the terms of the Option to lower the exercise price; (ii) canceling the underwater Option and granting either
(A) replacement Options having a lower exercise price; (B) Restricted Stock Awards; or (C) Performance Stock Awards in exchange;
or (iii) repurchasing the underwater Options and granting new Incentive Awards under this Plan. For purposes of this Section 3.2(d)
and Section 11.4, an Option will be deemed to be “underwater” at any time when the Fair Market Value of the Common
Stock is less than the exercise price of the Option.


 


4.
Shares Available for Issuance.


 


4.1.
Maximum Number of Shares Available; Certain Restrictions on Awards. Subject to adjustment as provided in Section 4.3 of
the Plan, the maximum number of shares of Common Stock that will be available for issuance under the Plan will be 913,612. The
shares available for issuance under the Plan may, at the election of the Committee, be either treasury shares or shares authorized
but unissued, and, if treasury shares are used, all references in the Plan to the issuance of shares will, for corporate law purposes,
be deemed to mean the transfer of shares from treasury.


 




    	 



     


    

 


4.2.
Accounting for Incentive Awards. Shares of Common Stock that are issued under the Plan or that are subject to outstanding
Incentive Awards will be applied to reduce the maximum number of shares of Common Stock remaining available for issuance under
the Plan; provided, however, that shares subject to an Incentive Award that lapses, expires, is forfeited (including issued shares
forfeited under a Restricted Stock Award) or for any reason is terminated unexercised or unvested or is settled or paid in cash
or any form other than shares of Common Stock will automatically again become available for issuance under the Plan. To the extent
that the exercise price of any Option and/or associated tax withholding obligations are paid by tender or attestation as to ownership
of Previously Acquired Shares, or to the extent that such tax withholding obligations are satisfied by withholding of shares otherwise
issuable upon exercise of the Option, only the number of shares of Common Stock issued net of the number of shares tendered, attested
to or withheld will be applied to reduce the maximum number of shares of Common Stock remaining available for issuance under the
Plan.


 


4.3.
Adjustments to Shares and Incentive Awards. In the event of any reorganization, merger, consolidation, recapitalization,
liquidation, reclassification, stock dividend, stock split, combination of shares or any other change in the corporate structure
or shares of the Company, the Committee (or, if the Company is not the surviving corporation in any such transaction, the board
of directors of the surviving corporation) will make appropriate adjustment (which determination will be conclusive) as to the
number and kind of securities or other property (including cash) available for issuance or payment under the Plan and, in order
to prevent dilution or enlargement of the rights of Participants, the number and kind of securities or other property (including
cash) subject to outstanding Incentive Awards and the exercise price of outstanding Options.


 


5.
Participation.


 


Participants
in the Plan will be those Eligible Recipients who, in the judgment of the Committee, have contributed, are contributing or are
expected to contribute to the achievement of economic objectives of the Company or its Subsidiaries. Eligible Recipients may be
granted from time to time one or more Incentive Awards, singly or in combination or in tandem with other Incentive Awards, as
may be determined by the Committee in its sole discretion. Incentive Awards will be deemed to be granted as of the date specified
in the grant resolution of the Committee, which date will be the date of any related agreement with the Participant.


 


6.
Options.


 


6.1.
Grant. An Eligible Recipient may be granted one or more Options under the Plan, and such Options will be subject to such
terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion.
The Committee may designate whether an Option is to be considered an Incentive Stock Option or a Non-Statutory Stock Option. To
the extent that any Incentive Stock Option granted under the Plan ceases for any reason to qualify as an “incentive stock
option” for purposes of Section 422 of the Code, such Incentive Stock Option will continue to be outstanding for purposes
of the Plan but will thereafter be deemed to be a Non-Statutory Stock Option.


 


6.2.
Exercise Price. The per share price to be paid by a Participant upon exercise of an Option will be determined by the Committee
in its discretion at the time of the Option grant; provided, however, that such price will not be less than 100% of the Fair Market
Value of one share of Common Stock on the date of grant with respect to any Incentive Stock Option (110% of the Fair Market Value
with respect to an Incentive Stock Option if, at the time such Incentive Stock Option is granted, the Participant owns, directly
or indirectly, more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary
corporation of the Company).


 




    	 



     


    

 


6.3.
Exercisability and Duration. An Option will become exercisable at such times and in such installments and upon such terms
and conditions as may be determined by the Committee in its sole discretion at the time of grant (including without limitation
(i) the achievement of one or more of the Performance Criteria and/or (ii) that the Participant remain in the continuous employ
or service of the Company or a Subsidiary for a certain period); provided, however, that if the Committee does not specify the
expiration date of the Option, the expiration date shall be 10 years from the date on which the Option was granted. In no case
may an Option may be exercisable after 10 years from its date of grant (five years from its date of grant in the case of an Incentive
Stock Option if, at the time the Incentive Stock Option is granted, the Participant owns, directly or indirectly, more than 10%
of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company).


 


6.4.
Payment of Exercise Price. The total purchase price of the shares to be purchased upon exercise of an Option will be paid
entirely in cash (including check, bank draft or money order); provided, however, that the Committee, in its sole discretion and
upon terms and conditions established by the Committee, may allow such payments to be made, in whole or in part, by tender of
a Broker Exercise Notice, by tender, or attestation as to ownership, of Previously Acquired Shares that have been held for the
period of time necessary to avoid a charge to the Company’s earnings for financial reporting purposes and that are otherwise
acceptable to the Committee, or by a combination of such methods. For purposes of such payment, Previously Acquired Shares tendered
or covered by an attestation will be valued at their Fair Market Value on the exercise date.


 


6.5.
Manner of Exercise. An Option may be exercised by a Participant in whole or in part from time to time, subject to the conditions
contained in the Plan and in the agreement evidencing such Option, by delivery in person, by facsimile or electronic transmission
or through the mail of written notice of exercise to the Company at its legal department and by paying in full the total exercise
price for the shares of Common Stock to be purchased in accordance with Section 6.4 of the Plan.


 


7.
Restricted Stock Awards.


 


7.1.
Grant. An Eligible Recipient may be granted one or more Restricted Stock Awards under the Plan, and such Restricted Stock
Awards will be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by
the Committee in its sole discretion. The Committee may impose such restrictions or conditions, not inconsistent with the provisions
of the Plan, to the vesting of such Restricted Stock Awards as it deems appropriate, including, without limitation, (i) the achievement
of one or more of the Performance Criteria and/or (ii) that the Participant remain in the continuous employ or service of the
Company or a Subsidiary for a certain period.


 


7.2.
Rights as a Stockholder; Transferability. Except as provided in Sections 7.1, 7.3, 7.4 and 12.3 of the Plan, a Participant
will have all voting, dividend, liquidation and other rights with respect to shares of Common Stock issued to the Participant
as a Restricted Stock Award under this Section 7 upon the Participant becoming the holder of record of such shares as if such
Participant were a holder of record of shares of unrestricted Common Stock.


 


7.3.
Dividends and Distributions. Unless the Committee determines otherwise in its sole discretion (either in the agreement
evidencing the Restricted Stock Award at the time of grant or at any time after the grant of the Restricted Stock Award), any
dividends or distributions (other than regular quarterly cash dividends) paid with respect to shares of Common Stock subject to
the unvested portion of a Restricted Stock Award will be subject to the same restrictions as the shares to which such dividends
or distributions relate. The Committee will determine in its sole discretion whether any interest will be paid on such dividends
or distributions.


 


7.4.
Enforcement of Restrictions. To enforce the restrictions referred to in this Section 7, the Committee may place a legend
on the stock certificates referring to such restrictions and may require the Participant, until the restrictions have lapsed,
to keep the stock certificates, together with duly endorsed stock powers, in the custody of the Company or its transfer agent,
or to maintain evidence of stock ownership, together with duly endorsed stock powers, in a certificateless book-entry stock account
with the Company’s transfer agent.


 




    	 



     


    

 


8.
Performance Stock Awards.


 


8.1.
An Eligible Recipient may be granted one or more Performance Stock Awards under the Plan, and the issuance of shares of Common
Stock pursuant to such Performance Stock Awards will be subject to such terms and conditions, if any, consistent with the other
provisions of the Plan, as may be determined by the Committee in its sole discretion, including, but not limited to, the achievement
of one or more of the Performance Criteria.


 


8.2.
Restrictions on Transfers. The right to receive shares of Performance Stock Awards on a deferred basis may not be sold,
assigned, transferred, pledged or otherwise encumbered, other than by will or the laws of descent and distribution.


 


9.
Effect of Termination of Employment or Other Service.


 


9.1.
Termination Due to Death or Disability. In the event a Participant’s employment or other service with the Company
and all Subsidiaries is terminated by reason of death or Disability:


 


(a)
All outstanding Options then held by the Participant will, to the extent exercisable as of such termination, remain exercisable
for a period of six (6) months after such termination (but in no event after the expiration date of any such Option); and


 


(b)
All Restricted Stock Awards then held by the Participant that have not vested as of such termination will be terminated and forfeited;
and


 


(c)
All outstanding Performance Stock Awards then held by the Participant that have not vested as of such termination will be terminated
and forfeited.


 


9.2.
Termination Due to Retirement. Subject to Section 9.5 of the Plan, in the event a Participant’s employment or other
service with the Company and all Subsidiaries is terminated by reason of Retirement:


 


(a)
All outstanding Options then held by the Participant will, to the extent exercisable as of such termination, remain exercisable
in full for a period of three (3) months after such termination (but in no event after the expiration date of any such Option).
Options not exercisable as of such Retirement will be forfeited and terminate; and


 


(b)
All Restricted Stock Awards then held by the Participant that have not vested as of such termination will be terminated and forfeited;
and


 


(c)
All outstanding Performance Stock Awards then held by the Participant that have not vested as of such termination will be terminated
and forfeited.


 


9.3.
Termination for Reasons Other than Death, Disability or Retirement. Subject to Section 9.5 of the Plan, in the event a
Participant’s employment or other service is terminated with the Company and all Subsidiaries for any reason other than
death, Disability or Retirement, or a Participant is in the employ of a Subsidiary and the Subsidiary ceases to be a Subsidiary
of the Company (unless the Participant continues in the employ of the Company or another Subsidiary):


 




    	 



     


    

 


(a)
All outstanding Options then held by the Participant will, to the extent exercisable as of such termination, remain exercisable
in full for a period of three months after such termination (but in no event after the expiration date of any such Option). Options
not exercisable as of such termination will be forfeited and terminate; and


 


(b)
All Restricted Stock Awards then held by the Participant that have not vested as of such termination will be terminated and forfeited;
and


 


(c)
All outstanding Performance Stock Awards then held by the Participant that have not vested as of such termination will be terminated
and forfeited.


 


9.4.
Modification of Rights Upon Termination. Notwithstanding the other provisions of this Section 9, the Committee may, in
its sole discretion (which may be exercised in connection with the grant or after the date of grant, including following such
termination), determine that upon a Participant’s termination of employment or other service with the Company and all Subsidiaries,
any Options (or any part thereof) then held by such Participant may become or continue to become exercisable and/or remain exercisable
following such termination of employment or service, and Restricted Stock Awards and Performance Stock Awards then held by such
Participant may vest and/or continue to vest or become free of restrictions and conditions to issuance, as the case may be, following
such termination of employment or service, in each case in the manner determined by the Committee.


 


9.5.
Effects of Actions Constituting Cause. Notwithstanding anything in the Plan to the contrary, in the event that a Participant
is determined by the Committee, acting in its sole discretion, to have committed any action which would constitute Cause as defined
in Section 2.3, irrespective of whether such action or the Committee’s determination occurs before or after termination
of such Participant’s employment or service with the Company or any Subsidiary, all rights of the Participant under the
Plan and any agreements evidencing an Incentive Award then held by the Participant shall terminate and be forfeited without notice
of any kind. The Company may defer the exercise of any Option or the vesting of any Restricted Stock Award for a period of up
to ninety (90) days in order for the Committee to make any determination as to the existence of Cause.


 


9.6.
Determination of Termination of Employment or Other Service. Unless the Committee otherwise determines in its sole discretion,
a Participant’s employment or other service will, for purposes of the Plan, be deemed to have terminated on the date recorded
on the personnel or other records of the Company or the Subsidiary for which the Participant provides employment or service, as
determined by the Committee in its sole discretion based upon such records.


 


10.
Payment of Withholding Taxes.


 


10.1.
General Rules. The Company is entitled to (a) withhold and deduct from future wages of the Participant (or from other amounts
that may be due and owing to the Participant from the Company or a Subsidiary), or make other arrangements for the collection
of, all legally required amounts necessary to satisfy any and all federal, foreign, state and local withholding and employment-related
tax requirements attributable to an Incentive Award, including, without limitation, the grant, exercise or vesting of, or payment
of dividends with respect to, an Incentive Award or a disqualifying disposition of stock received upon exercise of an Incentive
Stock Option, or (b) require the Participant promptly to remit the amount of such withholding to the Company before taking any
action, including issuing any shares of Common Stock, with respect to an Incentive Award.


 




    	 



     


    

 


10.2.
Special Rules. The Committee may, in its sole discretion and upon terms and conditions established by the Committee, permit
or require a Participant to satisfy, in whole or in part, any withholding or employment-related tax obligation described in Section
10.1 of the Plan by electing to tender, or by attestation as to ownership of, Previously Acquired Shares that have been held for
the period of time necessary to avoid a charge to the Company’s earnings for financial reporting purposes and that are otherwise
acceptable to the Committee, by delivery of a Broker Exercise Notice or a combination of such methods. For purposes of satisfying
a Participant’s withholding or employment-related tax obligation, Previously Acquired Shares tendered or covered by an attestation
will be valued at their Fair Market Value.


 


11.
Change in Control.


 


11.1.
A “Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs
has occurred:


 


(a)
the sale, lease, exchange or other transfer, directly or indirectly, of substantially all of the assets of the Company (in one
transaction or in a series of related transactions) to any Successor;


 


(b)
the approval by the stockholders of the Company of any plan or proposal for the liquidation or dissolution of the Company;


 


(c)
any Successor (as defined in Section 11.2 below), other than a Bona Fide Underwriter (as defined in Section 11.2 below), becomes
after the effective date of the Plan the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of (i) 25% or more, but not 50% or more, of the combined voting power of the Company’s outstanding securities
ordinarily having the right to vote at elections of directors, unless the transaction resulting in such ownership has been approved
in advance by the Continuity Directors (as defined in Section 11.2 below), or (ii) more than 50% of the combined voting power
of the Company’s outstanding securities ordinarily having the right to vote at elections of directors (regardless of any
approval by the Continuity Directors);


 


(d)
a merger or consolidation to which the Company is a party if the stockholders of the Company immediately prior to effective date
of such merger or consolidation have “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act), immediately
following the effective date of such merger or consolidation, of securities of the surviving corporation representing (i) 50%
or more, but not more than 80%, of the combined voting power of the surviving corporation’s then outstanding securities
ordinarily having the right to vote at elections of directors, unless such merger or consolidation has been approved in advance
by the Continuity Directors, or (ii) less than 50% of the combined voting power of the surviving corporation’s then outstanding
securities ordinarily having the right to vote at elections of directors (regardless of any approval by the Continuity Directors);
or


 


(e)
the Continuity Directors cease for any reason to constitute at least 50% or more of the Board.


 




    	 



     


    

 


11.2.
Change in Control Definitions. For purposes of this Section 11:


 


(a)
“Continuity Directors” of the Company will mean any individuals who are members of the Board on the effective
date of the Plan and any individual who subsequently becomes a member of the Board whose election, or nomination for election
by the Company’s stockholders, was approved by a vote of at least a majority of the Continuity Directors (either by specific
vote or by approval of the Company’s proxy statement in which such individual is named as a nominee for director without
objection to such nomination).


 


(b)
“Bona Fide Underwriter” means an entity engaged in business as an underwriter of securities that acquires securities
of the Company through such entity’s participation in good faith in a firm commitment underwriting until the expiration
of 40 days after the date of such acquisition.


 


(c)
“Successor” means any individual, corporation, partnership, group, association or other “person,”
as such term is used in Section 13(d) or Section 14(d) of the Exchange Act, other than the Company, any “affiliate”
(as defined below) or any benefit plan(s) sponsored by the Company or any affiliate that succeeds to, or has the practical ability
to control (either immediately or solely with the passage of time), the Company’s business directly, by merger, consolidation
or other form of business combination, or indirectly, by purchase of the Company’s outstanding securities ordinarily having
the right to vote at the election of directors or all or substantially all of its assets or otherwise. For this purpose, an “affiliate”
is (i) any corporation at least a majority of whose outstanding securities ordinarily having the right to vote at elections of
directors is owned directly or indirectly by the Company; (ii) any other form of business entity in which the Company, by virtue
of a direct or indirect ownership interest, has the right to elect a majority of the members of such entity’s governing
body or (iii) any entity that at the time of the approval of this Plan owns in excess of 10% of the Company’s common stock
and its affilates.


 


11.3.
Acceleration of Vesting. Without limiting the authority of the Committee under Sections 3.2 and 4.3 of the Plan, if a Change
in Control of the Company occurs, then, if approved by the Committee in its sole discretion either in an agreement evidencing
an Incentive Award at the time of grant or at any time after the grant of an Incentive Award: (a) all Options that have been outstanding
for at least six months will become immediately exercisable in full and will remain exercisable in accordance with their terms;
(b) all Restricted Stock Awards that have been outstanding for at least six months will become immediately fully vested and non-forfeitable;
and (c) any conditions to the issuance of shares of Common Stock pursuant to Performance Stock Awards that have been outstanding
for at least six months will lapse.


 


11.4.
Cash Payment. If a Change in Control of the Company occurs, then the Committee, if approved by the Committee in its sole
discretion either in an agreement evidencing an Incentive Award at the time of grant or at any time after the grant of an Incentive
Award, and without the consent of any Participant affected thereby, may determine that:


 


(a)
Some or all Participants holding outstanding Options will receive, with respect to some or all of the shares of Common Stock subject
to such Options (“Option Shares”), either (i) as of the effective date of any such Change in Control, cash in an amount
equal to the excess of the Fair Market Value of such Option Shares on the last business day prior to the effective date of such
Change in Control over the exercise price per share of such Option Shares, (ii) immediately prior to such Change of Control, a
number of shares of Common Stock having an aggregate Fair Market Value equal to the excess of the Fair Market Value of the Option
Shares as of the last business day prior to the effective date of such Change in Control over the exercise price per share of
such Option Shares; or (iii) any combination of cash or shares of Common Stock with the amount of each component to be determined
by the Committee not inconsistent with the foregoing clauses (i) and (ii), as proportionally adjusted; and


 




    	 



     


    

 


(b)
any Options which, as of the effective date of any such Change in Control, are “underwater” (as defined in Section
3.2(d)) shall terminate as of the effective date of any such Change in Control; and


 


(c)
some or all Participants holding Performance Stock Awards will receive, with respect to some or all of the shares of Common Stock
subject to such Performance Stock Awards that remain subject to issuance based upon the future achievement of Performance Criteria
as of the effective date of any such Change in Control of the Company, cash in an amount equal the Fair Market Value of such shares
immediately prior to the effective date of such Change in Control.


 


11.5.
Limitation on Change in Control Payments. Notwithstanding anything in Section 11.3 or 11.4 of the Plan to the contrary,
if, with respect to a Participant, the acceleration of the exercisability of an Option as provided in Section 11.3 or the payment
of cash or shares of Common Stock in exchange for all or part of an Option as provided in Section 11.4 (which acceleration or
payment could be deemed a “payment” within the meaning of Section 280G(b)(2) of the Code), together with any other
“payments” that such Participant has the right to receive from the Company or any corporation that is a member of
an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of
which the Company is a member, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code),
then the “payments” to such Participant pursuant to Section 11.3 or 11.4 of the Plan will be reduced to the largest
amount as will result in no portion of such “payments” being subject to the excise tax imposed by Section 4999 of
the Code; provided, however, that if a Participant is subject to a separate agreement with the Company or a Subsidiary which specifically
provides that payments attributable to one or more forms of employee stock incentives or to payments made in lieu of employee
stock incentives will not reduce any other payments under such agreement, even if it would constitute an excess parachute payment,
or provides that the Participant will have the discretion to determine which payments will be reduced in order to avoid an excess
parachute payment, then the limitations of this Section 11.4 will, to that extent, not apply.


 


12.
Rights of Eligible Recipients and Participants; Transferability.


 


12.1.
Employment or Service. Nothing in the Plan will interfere with or limit in any way the right of the Company or any Subsidiary
to terminate the employment or service of any Eligible Recipient or Participant at any time, nor confer upon any Eligible Recipient
or Participant any right to continue in the employ or service of the Company or any Subsidiary.


 


12.2.
Rights as a Stockholder. As a holder of Incentive Awards (other than Restricted Stock Awards), a Participant will have
no rights as a stockholder unless and until such Incentive Awards are exercised for, or paid in the form of, shares of Common
Stock and the Participant becomes the holder of record of such shares. Except as otherwise provided in the Plan, no adjustment
will be made for dividends or distributions with respect to such Incentive Awards as to which there is a record date preceding
the date the Participant becomes the holder of record of such shares, except as the Committee may determine in its discretion.


 


12.3.
Restrictions on Transfer.


 


(a)
Except pursuant to testamentary will or the laws of descent and distribution or as otherwise expressly permitted by subsections
(b) and (c) below, no right or interest of any Participant in an Incentive Award prior to the exercise (in the case of Options)
or vesting (in the case of Restricted Stock Awards) of such Incentive Award will be assignable or transferable, or subjected to
any lien, during the lifetime of the Participant, either voluntarily or involuntarily, directly or indirectly, by operation of
law or otherwise.


 




    	 



     


    

 


(b)
A Participant will be entitled to designate a beneficiary to receive an Incentive Award upon such Participant’s death, and
in the event of such Participant’s death, payment of any amounts due under the Plan will be made to, and exercise of any
Options (to the extent permitted pursuant to Section 9 of the Plan) may be made by, such beneficiary. If a deceased Participant
has failed to designate a beneficiary, or if a beneficiary designated by the Participant fails to survive the Participant, payment
of any amounts due under the Plan will be made to, and exercise of any Options (to the extent permitted pursuant to Section 9
of the Plan) may be made by, the Participant’s legal representatives, heirs and legatees. If a deceased Participant has
designated a beneficiary and such beneficiary survives the Participant but dies before complete payment of all amounts due under
the Plan or exercise of all exercisable Options, then such payments will be made to, and the exercise of such Options may be made
by, the legal representatives, heirs and legatees of the beneficiary.


 


(c)
Upon a Participant’s request, the Committee may, in its sole discretion, permit a transfer of all or a portion of a Non-Statutory
Stock Option, other than for value, to such Participant’s 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,
any person sharing such Participant’s household (other than a tenant or employee), a trust in which any of the foregoing
have more than fifty percent of the beneficial interests, a foundation in which any of the foregoing (or the Participant) control
the management of assets, and any other entity in which these persons (or the Participant) own more than fifty percent of the
voting interests. Any permitted transferee will remain subject to all the terms and conditions applicable to the Participant prior
to the transfer. A permitted transfer may be conditioned upon such requirements as the Committee may, in its sole discretion,
determine, including, but not limited to execution and/or delivery of appropriate acknowledgements, opinion of counsel, or other
documents by the transferee.


 


12.4.
Non-Exclusivity of the Plan. Nothing contained in the Plan is intended to modify or rescind any previously approved compensation
plans or programs of the Company or create any limitations on the power or authority of the Board to adopt such additional or
other compensation arrangements as the Board may deem necessary or desirable.


 


13.
Securities Law and Other Restrictions.


 


Notwithstanding
any other provision of the Plan or any agreements entered into pursuant to the Plan, the Company will not be required to issue
any shares of Common Stock under this Plan, and a Participant may not sell, assign, transfer or otherwise dispose of shares of
Common Stock issued pursuant to Incentive Awards granted under the Plan, unless (a) there is in effect with respect to such shares
a registration statement under the Securities Act and any applicable securities laws of a state or foreign jurisdiction or an
exemption from such registration under the Securities Act and applicable state or foreign securities laws, and (b) there has been
obtained any other consent, approval or permit from any other U.S. or foreign regulatory body which the Committee, in its sole
discretion, deems necessary or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations
or agreements from the parties involved, and the placement of any legends on certificates representing shares of Common Stock,
as may be deemed necessary or advisable by the Company in order to comply with such securities law or other restrictions.


 




    	 



     


    

 


14.
Plan Amendment, Modification and Termination.


 


The
Board may suspend or terminate the Plan or any portion thereof at any time, and may amend the Plan from time to time in such respects
as the Board may deem advisable in order that Incentive Awards under the Plan will conform to any change in applicable laws or
regulations or in any other respect the Board may deem to be in the best interests of the Company; provided, however, that no
such amendments to the Plan will be effective without approval of the Company’s stockholders if: (i) stockholder approval
of the amendment is then required pursuant to Section 422 of the Code or the rules of any stock exchange or the NASDAQ Global
Select, Global or Capital Market or similar regulatory body; or (ii) such amendment seeks to modify Section 3.2(d) hereof. No
termination, suspension or amendment of the Plan may adversely affect any outstanding Incentive Award without the consent of the
affected Participant; provided, however, that this sentence will not impair the right of the Committee to take whatever action
it deems appropriate under Sections 3.2(c), 4.3 and 11 of the Plan.


 


15.
Effective Date and Duration of the Plan.


 


The
Plan is effective as of the Effective Date. The Plan will terminate at midnight on December 6, 2027, and may be terminated prior
to such time by Board action. No Incentive Award will be granted after termination of the Plan. Incentive Awards outstanding upon
termination of the Plan may continue to be exercised, or become free of restrictions, according to their terms.


 


16.
Miscellaneous.


 


16.1.
Governing Law. Except to the extent expressly provided herein or in connection with other matters of corporate governance
and authority (all of which shall be governed by the laws of the Company’s jurisdiction of incorporation), the validity,
construction, interpretation, administration and effect of the Plan and any rules, regulations and actions relating to the Plan
will be governed by and construed exclusively in accordance with the laws of the State of Delaware notwithstanding the conflicts
of laws principles of any jurisdictions.


 


16.2.
Successors and Assigns. The Plan will be binding upon and inure to the benefit of the successors and permitted assigns
of the Company and the Participants.