Exhibit 10.7


 










 



 


 


 





Hour
Loop, Inc.


 


 



2021
Equity Incentive Plan


 


 


 


 



 




    	 



    	 



    

 


Table
of Contents


 


	Article
    I.	Purposes
    and Definitions	1
	Section
    1.01	Purposes
    of this Plan; Structure.	1
	Section
    1.02	Definitions.	1
	Section
    1.03	Additional
    Interpretations.	7
	Article
    II.	Stock
    Subject to this Plan; Administration.	7
	Section
    2.01	Stock
    Subject to this Plan.	7
	Section
    2.02	Administration
    of this Plan.	8
	Section
    2.03	Eligibility.	9
	Section
    2.04	Indemnification.	10
	Article
    III.	Awards.	10
	Section
    3.01	Stock
    Options.	10
	Section
    3.02	Stock
    Appreciation Rights.	13
	Section
    3.03	Restricted
    Stock.	14
	Section
    3.04	Restricted
    Stock Units.	15
	Section
    3.05	Performance
    Units and Performance Shares.	16
	Section
    3.06	Cash-Based
    Awards and Other Stock-Based Awards.	19
	Section
    3.07	Form
    of Award Agreements.	21
	Article
    IV.	Additional
    Provisions Applicable to this Plan and Awards	21
	Section
    4.01	Outside
    Director Limitations.	21
	Section
    4.02	Compliance
    With Code Section 409A.	21
	Section
    4.03	Leaves
    of Absence/Transfer Between Locations.	21
	Section
    4.04	Limited
    Transferability of Awards.	22
	Section
    4.05	Adjustments;
    Dissolution, Merger, Etc.	22
	Section
    4.06	Tax
    Withholding.	24
	Section
    4.07	Compliance
    with Securities Laws.	25
	Section
    4.08	Tax
    Withholding.	25
	Section
    4.09	No
    Effect on Employment or Service.	26
	Section
    4.10	Repurchase
    Rights.	26
	Section
    4.11	Fractional
    Shares.	26
	Section
    4.12	Forfeiture
    Events.	26
	Section
    4.13	Date
    of Grant.	27
	Section
    4.14	Term
    of Plan.	27
	Section
    4.15	Amendment
    and Termination of this Plan.	27
	Section
    4.16	Conditions
    Upon Issuance of Shares.	27
	Section
    4.17	Inability
    to Obtain Authority.	28
	Section
    4.18	Shareholder
    Approval.	28
	Section
    4.19	Retirement
    and Welfare Plans.	28
	Section
    4.20	Beneficiary
    Designation.	28
	Section
    4.21	Severability.	28
	Section
    4.22	No
    Constraint on Corporate Action.	29
	Section
    4.23	Unfunded
    Obligation.	29
	Section
    4.24	Choice
    of Law.	29


 


	Exhibits	 	 
	 	 	 
	Exhibit
    A	 	Form
    of Award Agreement for Options
	 	 	 
	Exhibit
    B	 	Form
    of Award Agreement for Stock Appreciation Rights
	 	 	 
	Exhibit
    C	 	Form
    of Award Agreement for Restricted Stock 
	 	 	 
	Exhibit
    D	 	Form
    of Award Agreement for Restricted Stock Units


 




    	(i)



    	 



    

 


Hour
Loop, Inc.


2021
Equity Incentive Plan


 


Article I.
Purposes and Definitions


 


Section
1.01 Purposes of this Plan; Structure.


 


		(a)	The
                                            purposes of this Plan are (i) to attract and retain the best available personnel for positions
                                            of substantial responsibility, (ii) to provide additional incentive to Employees, Directors
                                            and Consultants, and (ii) to promote the success of the Company’s business.



 


		(b)	This
                                            Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation
                                            Rights, Restricted Stock, Restricted Stock Units, Performance Awards, Cash-Based Awards and
                                            Other Stock-Based Awards.



 


Section
1.02 Definitions. As used herein, the following definitions will apply:


 


		(a)	“Administrator”
                                            means the Board or any of its Committees as will be administering this Plan, in accordance
                                            with Section 2.02.



 


		(b)	“Affiliate”
                                            means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled
                                            by, or under common Control with such Person.



 


		(c)	“Applicable
                                            Laws” means the legal and regulatory requirements relating to the administration of
                                            equity-based awards, including but not limited to the related issuance of shares of Common
                                            Stock, including but not limited to under U.S. federal and state corporate laws, U.S. federal
                                            and state securities laws, the Code, any stock exchange or quotation system on which the
                                            Common Stock is listed or quoted and the applicable laws of any non-U.S. country or jurisdiction
                                            where Awards are, or will be, granted under this Plan.



 


		(d)	“Award”
                                            means, individually or collectively, a grant under this Plan of Options, Stock Appreciation
                                            Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares,
                                            or Cash-Based Award or Other Stock-Based Award granted under this Plan.



 


		(e)	“Award
                                            Agreement” means the written or electronic agreement setting forth the terms and provisions
                                            applicable to each Award granted under this Plan, which Award Agreement shall be is subject
                                            to the terms and conditions of this Plan.



 


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



 


		(g)	“Cash-Based
                                            Award” means an Award denominated in cash and granted pursuant to Section 3.06.



 




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		(h)	“Cause”
                                            means, unless such term or an equivalent term is otherwise defined by the applicable Award
                                            Agreement or other written agreement between a Participant and the Company or its Affiliates
                                            applicable to an Award, any of the following: (i) the Participant’s theft, dishonesty,
                                            willful misconduct, breach of fiduciary duty for personal profit, or falsification of documents
                                            or records of the Company or any of its Affiliates; (ii) the Participant’s material
                                            failure to abide by the Company’s or any Affiliate’s code of conduct or other
                                            policies (including, without limitation, policies relating to confidentiality and reasonable
                                            workplace conduct); (iii) the Participant’s unauthorized use, misappropriation, destruction
                                            or diversion of any tangible or intangible asset or corporate opportunity of the Company
                                            or any of its Affiliates (including, without limitation, the Participant’s improper
                                            use or disclosure of the Company’s or any of its Affiliate’s confidential or
                                            proprietary information); (iv) any intentional act by the Participant which has a material
                                            detrimental effect on the Company’s or any of its Affiliate’s reputation or business;
                                            (v) the Participant’s repeated failure to perform any reasonable assigned duties after
                                            written notice from the Company or any of its Affiliates, and a reasonable opportunity to
                                            cure, such failure; (vi) any material breach by the Participant of any employment, service,
                                            non-disclosure, non-competition, non-solicitation or other similar agreement between the
                                            Participant and the Company or any of its Affiliates which breach is not cured pursuant to
                                            the terms of such agreement; or (vii) the Participant’s conviction (including any plea
                                            of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation
                                            or moral turpitude, or which impairs the Participant’s ability to perform his or her
                                            duties with the Company or any of its Affiliates.



 


		(i)	“Change
                                            in Control” means the occurrence of any of the following events, subject to the provisions
                                            of Section 1.03:



 


		(i)	Change
                                            in Ownership of the Company. A change in the ownership of the Company which occurs on
                                            the date that any one person, or more than one person acting as a group (“Person”),
                                            acquires ownership of the stock of the Company that, together with the stock held by such
                                            Person, constitutes more than fifty percent (50%) of the total voting power of the stock
                                            of the Company; provided, however, that for purposes of this Section 1.02(i)(i), the acquisition
                                            of additional stock by any one Person, who is considered to own more than fifty percent (50%)
                                            of the total voting power of the stock of the Company will not be considered a Change in
                                            Control. Further, if the shareholders of the Company immediately before such change in ownership
                                            continue to retain immediately after the change in ownership, in substantially the same proportions
                                            as their ownership of shares of the Company’s voting stock immediately prior to the
                                            change in ownership, direct or indirect beneficial ownership of fifty percent (50%) or more
                                            of the total voting power of the stock of the Company or of the ultimate parent entity of
                                            the Company, such event shall not be considered a Change in Control under this Section 1.02(i)(i).
                                            For this purpose, indirect beneficial ownership shall include, without limitation, an interest
                                            resulting from ownership of the voting securities of one or more corporations or other business
                                            entities which own the Company, as the case may be, either directly or through one or more
                                            subsidiary corporations or other business entities.



 


		(ii)	Change
                                            in Effective Control of the Company. A change in the effective control of the Company
                                            which occurs on the date that a majority of members of the Board is replaced during any twelve
                                            (12) month period by Directors whose appointment or election is not endorsed by a majority
                                            of the members of the Board prior to the date of the appointment or election. For purposes
                                            of this Section 1.02(i)(ii), if any Person is considered to be in effective control of the
                                            Company, the acquisition of additional control of the Company by the same Person will not
                                            be considered a Change in Control.



 




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		(iii)	Change
                                            in Ownership of a Substantial Portion of the Company’s Assets. A change in the
                                            ownership of a substantial portion of the Company’s assets which occurs on the date
                                            that any Person acquires (or has acquired during the twelve (12) month period ending on the
                                            date of the most recent acquisition by such person or persons) assets from the Company that
                                            have a total gross fair market value equal to or more than fifty percent (50%) of the total
                                            gross fair market value of all of the assets of the Company immediately prior to such acquisition
                                            or acquisitions; provided, however, that for purposes of this Section 1.02(i)(iii), the following
                                            will not constitute a change in the ownership of a substantial portion of the Company’s
                                            assets: (A) a transfer to an entity that is controlled by the Company’s shareholders
                                            immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a shareholder
                                            of the Company (immediately before the asset transfer) in exchange for or with respect to
                                            the Company’s stock, (2) an entity, fifty percent (50%) or more of the total value
                                            or voting power of which is owned, directly or indirectly, by the Company, (3) a Person,
                                            that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting
                                            power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent
                                            (50%) of the total value or voting power of which is owned, directly or indirectly, by a
                                            Person described in clause (B)(3) of this Section 1.02(i)(iii). For purposes of this Section
                                            1.02(i)(iii), 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.



 


		(j)	“Code”
                                            means the Internal Revenue Code of 1986, as amended, and reference to a specific section
                                            of the Code or regulation thereunder shall include such section or regulation, any valid
                                            regulation promulgated under such section, and any comparable provision of any future legislation
                                            or regulation amending, supplementing or superseding such section or regulation.



 


		(k)	“Committee”
                                            means a committee of Directors or of other individuals satisfying Applicable Laws appointed
                                            by the Board, or by a duly authorized committee of the Board, in accordance with Section
                                            2.02.



 


		(l)	“Common
                                            Stock” means the common stock, par value $0.0001 per share, of the Company.



 


		(m)	“Company”
                                            means Hour Loop, Inc., a Delaware corporation, or any successor thereto.



 


		(n)	“Consultant”
                                            means any natural person, including an advisor, engaged by the Company or a Parent or Subsidiary
                                            to render bona fide services to such entity, provided the services (i) are not in connection
                                            with the offer or sale of securities in a capital-raising transaction, and (ii) do not directly
                                            promote or maintain a market for the Company’s securities, in each case, within the
                                            meaning of Form S-8 promulgated under the Securities Act, and provided further, that a Consultant
                                            will include only those persons to whom the issuance of Shares may be registered under Form
                                            S-8 promulgated under the Securities Act.



 




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		(o)	“Control”
                                            of a Person means the possession, directly or indirectly, of the power to direct or cause
                                            the direction of the management and policies of such Person, whether through the ownership
                                            of voting securities, by contract, or otherwise.” Controlled”, “Controlling”
                                            and “under common Control with” have correlative meanings. Without limiting the
                                            foregoing a Person (the “Controlled Person”) shall be deemed Controlled by (a)
                                            any other Person (the “10% Owner”) (i) owning beneficially, as meant in Rule
                                            13d-3 under the Exchange Act, securities entitling such Person to cast 10% or more of the
                                            votes for election of directors or equivalent governing authority of the Controlled Person
                                            or (ii) entitled to be allocated or receive 10% or more of the profits, losses, or distributions
                                            of the Controlled Person; (b) an officer, director, general partner, partner (other than
                                            a limited partner), manager, or member (other than a member having no management authority
                                            that is not a 10% Owner ) of the Controlled Person; or (c) a spouse, parent, lineal descendant,
                                            sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law
                                            of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the
                                            Controlled Person or of which an Affiliate of the Controlled Person is a trustee.



 


		(p)	“Director”
                                            means a member of the Board.



 


		(q)	“Disability”
                                            means total and permanent disability as defined in Code Section 22(e)(3), provided that in
                                            the case of Awards other than Incentive Stock Options, the Administrator in its discretion
                                            may determine whether a permanent and total disability exists in accordance with uniform
                                            and non-discriminatory standards adopted by the Administrator from time to time.



 


		(r)	“Dividend
                                            Equivalent Right” means the right of a Participant, granted at the discretion of the
                                            Administrator or as otherwise provided by this Plan, to receive a credit for the account
                                            of such Participant in an amount equal to the cash dividends paid on one Share for each Share
                                            represented by an Award held by such Participant.



 


		(s)	“Employee”
                                            means any person, including Officers and Directors, employed by the Company or any Parent
                                            or Subsidiary of the Company, provided that neither service as a Director nor payment of
                                            a director’s fee by the Company will be sufficient to constitute “employment”
                                            by the Company or any Parent or Subsidiary of the Company.



 


		(t)	“Exchange
                                            Act” means the Securities Exchange Act of 1934, as amended.



 


		(u)	“Exchange
                                            Program” means a program under which (i) outstanding Awards are surrendered or cancelled
                                            in exchange for awards of the same type (which may have higher or lower exercise prices and
                                            different terms), awards of a different type, and/or cash, (ii) Participants would have the
                                            opportunity to transfer any outstanding Awards to a financial institution or other person
                                            or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding
                                            Award is reduced or increased. The Administrator will determine the terms and conditions
                                            of any Exchange Program in its sole discretion.



 


		(v)	“Fair
                                            Market Value” means, as of any date, the value of Common Stock determined as follows:



 


		(i)	If
                                            the Common Stock is listed on any established stock exchange or a national market system
                                            (other than an over-the counter market, which will not be considered an established stock
                                            exchange of national market system for the purposes of this definition), including without
                                            limitation the New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global
                                            Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will
                                            be the closing sales price for such stock (or, if no closing sales price was reported on
                                            that date, as applicable, on the last trading date such closing sales price was reported)
                                            as quoted on such exchange or system on the day of determination, as reported in The Wall
                                            Street Journal or such other source as the Administrator deems reliable;



 




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		(ii)	If
                                            the Common Stock is regularly quoted by a recognized securities dealer but selling prices
                                            are not reported, the Fair Market Value of a Share will be the mean between the high bid
                                            and low asked prices for the Common Stock on the day of determination (or, if no bids and
                                            asks were reported on that date, as applicable, on the last trading date such bids and asks
                                            were reported), as reported in The Wall Street Journal or such other source as the Administrator
                                            deems reliable;



 


		(iii)	In
                                            the absence of an established market for the Common Stock, the Fair Market Value will be
                                            determined in good faith by the Administrator.



 


		(w)	“Fiscal
                                            Year” means the fiscal year of the Company.



 


		(x)	“Incentive
                                            Stock Option” means an Option that by its terms qualifies and is otherwise intended
                                            to qualify as an incentive stock option within the meaning of Code Section 422 and the regulations
                                            promulgated thereunder.



 


		(y)	“Nonstatutory
                                            Stock Option” means an Option that by its terms does not qualify or is not intended
                                            to qualify as an Incentive Stock Option.



 


		(z)	“Officer”
                                            means a person who is an officer of the Company within the meaning of Section 16 of the Exchange
                                            Act and the rules and regulations promulgated thereunder.



 


		(aa)	“Option”
                                            means a stock option granted pursuant to this Plan.



 


		(bb)	“Outside
                                            Director” means a Director who is not an Employee.



 


		(cc)	“Other
                                            Stock-Based Award” means an Award denominated in Shares and granted pursuant to Section
                                            3.06.



 


		(dd)	“Parent”
                                            means a “parent corporation,” whether now or hereafter existing, as defined in
                                            Code Section 424(e).



 


		(ee)	“Participant”
                                            means the holder of an outstanding Award.



 


		(ff)	“Performance
                                            Award” means an Award of Performance Shares or Performance Units.



 


		(gg)	“Performance
                                            Award Formula” means, for any Performance Award, a formula or table established by
                                            the Administrator pursuant to Section 3.05 which provides the basis for computing the value
                                            of a Performance Award at one or more levels of attainment of the applicable Performance
                                            Goal(s) measured as of the end of the applicable Performance Period.



 




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		(hh)	“Performance
                                            Share” means an Award denominated in Shares which may be earned in whole or in part
                                            upon attainment of performance goals or other vesting criteria as the Administrator may determine
                                            pursuant to Section 3.05.



 


		(ii)	“Performance
                                            Unit” means an Award which may be earned in whole or in part upon attainment of performance
                                            goals or other vesting criteria as the Administrator may determine and which may be settled
                                            for cash, Shares or other securities or a combination of the foregoing pursuant to Section
                                            3.05.



 


		(jj)	“Period
                                            of Restriction” means the period during which the transfer of Shares of Restricted
                                            Stock are subject to restrictions and therefore, the Shares are subject to a substantial
                                            risk of forfeiture. Such restrictions may be based on the passage of time, the achievement
                                            of target levels of performance, or the occurrence of other events as determined by the Administrator.



 


		(kk)	“Person”
                                            means an individual, corporation, partnership (including a general partnership, limited partnership
                                            or limited liability partnership), limited liability company, association, trust or other
                                            entity or organization, including a government, domestic or foreign, or political subdivision
                                            thereof, or an agency or instrumentality thereof.



 


		(ll)	“Plan”
                                            means this 2021 Equity Incentive Plan.



 


		(mm)	“Restricted
                                            Stock” means Shares issued pursuant to an Award of Restricted Stock under Section 3.03,
                                            or issued pursuant to the early exercise of an Option.
	 	 	 



		(nn)	“Restricted
                                            Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market
                                            Value of one Share, granted pursuant to Section 3.04. Each Restricted Stock Unit represents
                                            an unfunded and unsecured obligation of the Company.



 


		(oo)	“Rule
                                            16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect
                                            when discretion is being exercised with respect to this Plan.



 


		(pp)	“Section
                                            16(b)” means Section 16(b) of the Exchange Act.



 


		(qq)	“Securities
                                            Act” means the Securities Act of 1933, as amended.



 


		(rr)	“Service
                                            Provider” means an Employee, Director or Consultant.



 


		(ss)	“Share”
                                            means a share of the Common Stock, as adjusted in accordance with Section 4.05.



 


		(tt)	“Stock
                                            Appreciation Right” means an Award, granted alone or in connection with an Option,
                                            that pursuant to Section 3.02 is designated as a Stock Appreciation Right.



 


		(uu)	“Subsidiary”
                                            means a “subsidiary corporation,” whether now or hereafter existing, as defined
                                            in Code Section 424(f).



 




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Section
1.03 Additional Interpretations. For purposes of Section 1.02(i), persons will be considered to be acting as a group if
they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business
transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the
transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from
time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may
be promulgated thereunder from time to time. Further and for the avoidance of doubt, a transaction will not constitute a Change in
Control if: (i) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (ii) its sole purpose is to
create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s
securities immediately before such transaction.


 


Article
II. Stock Subject to this Plan;
Administration.


 


Section
2.01 Stock Subject to this Plan.


 


		(a)	Subject
                                            to the provisions of Section 2.01(a) and Section 4.05, the maximum aggregate number of Shares
                                            that may be subject to Awards and sold under this Plan is 1,500,000 Shares. The Shares may
                                            be authorized but unissued, or reacquired Common Stock.



 


		(b)	Subject
                                            to adjustment as provided in Section 4.05, the maximum aggregate number of shares of Shares
                                            that may be issued under this Plan as set forth in Section 2.01(a) shall be cumulatively
                                            increased on January 1, 2022 and on each subsequent January 1 of each year thereafter, by
                                            a number of shares (the “Annual Increase”) equal to the smaller of (a) three
                                            percent (3%) of the number of shares of Common Stock issued and outstanding on the immediately
                                            preceding December 31, or (b) an amount determined by the Board.



 


		(c)	If
                                            an Award expires or becomes un-exercisable without having been exercised in full, is surrendered
                                            pursuant to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units,
                                            Performance Units or Performance Shares, is forfeited to or repurchased by the Company due
                                            to the failure to vest, the unpurchased Shares (or for Awards other than Options or Stock
                                            Appreciation Rights the forfeited or repurchased Shares) which were subject thereto will
                                            become available for future grant or sale under this Plan (unless this Plan has terminated).
                                            With respect to Stock Appreciation Rights, only Shares actually issued pursuant to a Stock
                                            Appreciation Right will cease to be available under this Plan; all remaining Shares under
                                            Stock Appreciation Rights will remain available for future grant or sale under this Plan
                                            (unless this Plan has terminated). Shares that have actually been issued under this Plan
                                            under any Award will not be returned to this Plan and will not become available for future
                                            distribution under this Plan; provided, however, that if Shares issued pursuant to Awards
                                            of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are
                                            repurchased by the Company or are forfeited to the Company due to the failure to vest, such
                                            Shares will become available for future grant under this Plan. Shares used to pay the exercise
                                            price of an Award or to satisfy the tax withholdings related to an Award will become available
                                            for future grant or sale under this Plan. To the extent an Award under this Plan is paid
                                            out in cash rather than Shares, such cash payment will not result in reducing the number
                                            of Shares available for issuance under this Plan. Notwithstanding the foregoing and, subject
                                            to adjustment as provided in Section 4.05, the maximum number of Shares that may be issued
                                            upon the exercise of Incentive Stock Options will equal the aggregate Share number stated
                                            in Section 2.01(a), plus, to the extent allowable under Code Section 422 and the Treasury
                                            Regulations promulgated thereunder, any Shares that become available for issuance under this
                                            Plan pursuant to Section 2.01(c) and Section 2.01(d).



 




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		(d)	The
                                            Company, during the term of this Plan, will at all times reserve and keep available such
                                            number of Shares as will be sufficient to satisfy the requirements of this Plan.



 


Section
2.02 Administration of this Plan.


 


		(a)	Procedure.



 


		(i)	Multiple
                                            Administrative Bodies. Different Committees with respect to different groups of Service
                                            Providers may administer this Plan.



 


		(ii)	Rule
                                            16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule
                                            16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements
                                            for exemption under Rule 16b-3.



 


		(iii)	Other
                                            Administration. Other than as provided above, this Plan will be administered by (A) the
                                            Board or (B) a Committee, which Committee will be constituted to satisfy Applicable Laws.



 


		(b)	Powers
                                            of the Administrator. Subject to the provisions of this Plan, and in the case of a Committee,
                                            subject to the specific duties delegated by the Board to such Committee, the Administrator
                                            will have the authority, in its discretion:



 


		(i)	to
                                            determine the Fair Market Value;



 


		(ii)	to
                                            select the Service Providers to whom Awards may be granted hereunder;



 


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



 


		(iv)	to
                                            approve forms of Award Agreements for use under this Plan;



 


		(v)	to
                                            determine the terms and conditions, not inconsistent with the terms of this Plan, of any
                                            Award granted hereunder, with such terms and conditions including, but not being limited
                                            to, the exercise price, the time or times when Awards may be exercised (which may be based
                                            on performance criteria), any vesting acceleration or waiver of forfeiture restrictions,
                                            and any restriction or limitation regarding any Award or the Shares relating thereto, based
                                            in each case on such factors as the Administrator will determine;



 


		(vi)	to
                                            determine whether an Award will be settled in Shares, cash, other property or in any combination
                                            thereof;



 


		(vii)	to
                                            institute and determine the terms and conditions of an Exchange Program;



 


		(viii)	to
                                            construe and interpret the terms of this Plan and Awards granted pursuant to this Plan;



 


		(ix)	to
                                            prescribe, amend and rescind rules and regulations relating to this Plan, including rules
                                            and regulations relating to sub-plans established for the purpose of satisfying applicable
                                            non-U.S. laws or for qualifying for favorable tax treatment under applicable non-U.S. laws;



 




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		(x)	to
                                            modify or amend each Award (subject to Section 4.15(c)), including but not limited to the
                                            discretionary authority to extend the post-termination exercisability period of Awards; provided,
                                            however, that in no case will an Option or Stock Appreciation Right be extended beyond its
                                            original maximum term;



 


		(xi)	to
                                            allow Participants to satisfy tax withholding obligations in a manner prescribed in Section
                                            4.05(d);



 


		(xii)	to
                                            authorize any person to execute on behalf of the Company any instrument required to effect
                                            the grant of an Award previously granted by the Administrator;



 


		(xiii)	to
                                            allow a Participant to defer the receipt of the payment of cash or the delivery of Shares
                                            that otherwise would be due to such Participant under an Award;



 


		(xiv)	to
                                            prescribe, amend or rescind rules, guidelines and policies relating to this Plan, or to adopt
                                            sub-plans or supplements to, or alternative versions of, this Plan, including, without limitation,
                                            as the Administrator deems necessary or desirable to comply with the laws of, or to accommodate
                                            the tax policy, accounting principles or custom of, foreign jurisdictions whose residents
                                            may be granted Awards;



 


		(xv)	to
                                            correct any defect, supply any omission or reconcile any inconsistency in this Plan or any
                                            Award Agreement and to make all other determinations and take such other actions with respect
                                            to this Plan or any Award as the Administrator may deem advisable to the extent not inconsistent
                                            with the provisions of this Plan or applicable law; and



 


		(xvi)	to
                                            make all other determinations deemed necessary or advisable for administering this Plan.



 


		(c)	Option
                                            or Stock Appreciation Right Repricing. The Administrator shall have the authority, without
                                            additional approval by the shareholders of the Company, to approve a program providing for
                                            either (a) the cancellation of outstanding Options or Stock Appreciation Rights having exercise
                                            prices per share greater than the then Fair Market Value of a Share (“Underwater Awards”)
                                            and the grant in substitution therefor of new Options or Stock Appreciation Rights covering
                                            the same or a different number of shares but with an exercise price per share equal to the
                                            Fair Market Value per share on the new grant date or payments in cash, or (b) the amendment
                                            of outstanding Underwater Awards to reduce the exercise price thereof to the Fair Market
                                            Value per share on the date of amendment.



 


		(d)	Effect
                                            of Administrator’s Decision. The Administrator’s decisions, determinations
                                            and interpretations will be final and binding on all Participants and any other holders of
                                            Awards and will be given the maximum deference permitted by Applicable Laws



 


Section
2.03 Eligibility. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units,
Performance Shares and Performance Units may be granted to Service Providers. Incentive Stock Options may be granted only to
Employees. 


 




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Section
2.04 Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or the
Administrator or as officers or employees of the Company or any of its Affiliates, to the extent permitted by applicable law,
members of the Board or the Administrator and any officers or employees of the Company or any of its Affiliates to whom authority to
act for the Board, the Administrator or the Company is delegated shall be indemnified by the Company against all reasonable
expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with this Plan, or any right granted hereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in
such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties;
provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to
the Company, in writing, the opportunity at its own expense to handle and defend the same.


 


Article
III. Awards.


 


Section
3.01 Stock Options.


 


		(a)	Grant
                                            of Options. Subject to the terms and provisions of this Plan, the Administrator, at any
                                            time and from time to time, may grant Options in such amounts as the Administrator, in its
                                            sole discretion, will determine.



 


		(b)	Option
                                            Agreement. Each Award of an Option will be evidenced by an Award Agreement that will
                                            specify the exercise price, the term of the Option, the number of Shares subject to the Option,
                                            the exercise restrictions, if any, applicable to the Option, and such other terms and conditions
                                            as the Administrator, in its sole discretion, will determine.



 


		(c)	Limitations.
                                            Each Option will be designated in the Award Agreement as either an Incentive Stock Option
                                            or a Nonstatutory Stock Option. Notwithstanding such designation, however, to the extent
                                            that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock
                                            Options are exercisable for the first time by the Participant during any calendar year (under
                                            all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars
                                            ($100,000), such Options will be treated as Nonstatutory Stock Options. For purposes of this
                                            Section 3.01(c), Incentive Stock Options will be taken into account in the order in which
                                            they were granted, the Fair Market Value of the Shares will be determined as of the time
                                            the Option with respect to such Shares is granted, and the calculation will be performed
                                            in accordance with Code Section 422 and Treasury Regulations promulgated thereunder.



 


		(d)	Term
                                            of Option. The term of each Option will be stated in the Award Agreement. In the case
                                            of an Incentive Stock Option, the term will be no more than ten (10) years from the date
                                            of grant thereof. In the case of an Incentive Stock Option granted to a Participant who,
                                            at the time the Incentive Stock Option is granted, owns stock representing more than ten
                                            percent (10%) of the total combined voting power of all classes of stock of the Company or
                                            any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from
                                            the date of grant or such shorter term as may be provided in the Award Agreement.



 




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		(e)	Option
                                            Exercise Price and Consideration.



 


		(i)	Exercise
                                            Price. The per Share exercise price for the Shares to be issued pursuant to the exercise
                                            of an Option will be determined by the Administrator, subject to the following:



 


		(1)	In
                                            the case of an Incentive Stock Option:



 


		(A)	granted
                                            to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing
                                            more than ten percent (10%) of the voting power of all classes of stock of the Company or
                                            any Parent or Subsidiary, the per Share exercise price will be no less than one hundred ten
                                            percent (110%) of the Fair Market Value per Share (or the fair market value per Share as
                                            determined in accordance with Treas. Reg. 1.409A-1(b)(5)(iv)(A)) on the date of grant;



 


		(B)	granted
                                            to any Employee other than an Employee described in paragraph (1) immediately above, the
                                            per Share exercise price will be no less than one hundred percent (100%) of the Fair Market
                                            Value per Share on the date of grant;



 


		(2)	In
                                            the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than
                                            one hundred percent (100%) of the Fair Market Value per Share on the date of grant (or the
                                            fair market value per Share as determined in accordance with Treas. Reg. 1.409A-1(b)(5)(iv)(A)).



 


		(3)	Notwithstanding
                                            the foregoing provisions of this Section 3.01(e), Options may be granted with a per Share
                                            exercise price of less than one hundred percent (100%) of the Fair Market Value per Share
                                            on the date of grant pursuant to a transaction described in, and in a manner consistent with,
                                            Code Section 424(a).



 


		(ii)	Waiting
                                            Period and Exercise Dates. At the time an Option is granted, the Administrator will fix
                                            the period within which the Option may be exercised and will determine any conditions that
                                            must be satisfied before the Option may be exercised.



 


		(iii)	Form
                                            of Consideration. The Administrator will determine the acceptable form of consideration
                                            for exercising an Option, including the method of payment. In the case of an Incentive Stock
                                            Option, the Administrator will determine the acceptable form of consideration at the time
                                            of grant. Such consideration may consist entirely of: (1) cash; (2) check; (3) promissory
                                            note, to the extent permitted by Applicable Laws; (4) other Shares, provided that such Shares
                                            have a Fair Market Value on the date of surrender equal to the aggregate exercise price of
                                            the Shares as to which such Option will be exercised and provided further that accepting
                                            such Shares will not result in any adverse accounting consequences to the Company, as the
                                            Administrator determines in its sole discretion; (5) consideration received by the Company
                                            under a broker assisted (or other) cashless exercise program (whether through a broker or
                                            otherwise) implemented by the Company in connection with this Plan; (6) by net exercise;
                                            (7) such other consideration and method of payment for the issuance of Shares to the extent
                                            permitted by Applicable Laws; or (8) any combination of the foregoing methods of payment.
                                            In making its determination as to the type of consideration to accept, the Administrator
                                            will consider if acceptance of such consideration may be reasonably expected to benefit the
                                            Company.



 




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		(f)	Exercise
                                            of Option.



 


		(i)	Procedure
                                            for Exercise; Rights as a Shareholder. Any Option granted hereunder will be exercisable
                                            according to the terms of this Plan and at such times and under such conditions as determined
                                            by the Administrator and set forth in the Award Agreement. An Option may not be exercised
                                            for a fraction of a Share. An Option will be deemed exercised when the Company receives:
                                            (i) notice of exercise (in such form as the Administrator may specify from time to time)
                                            from the person entitled to exercise the Option, and (ii) full payment for the Shares with
                                            respect to which the Option is exercised (together with applicable tax withholding). Full
                                            payment may consist of any consideration and method of payment authorized by the Administrator
                                            and permitted by the Award Agreement and this Plan. Shares issued upon exercise of an Option
                                            will be issued in the name of the Participant or, if requested by the Participant, in the
                                            name of the Participant and his or her spouse. Until the Shares are issued (as evidenced
                                            by the appropriate entry on the books of the Company or of a duly authorized transfer agent
                                            of the Company), no right to vote or receive dividends or any other rights as a shareholder
                                            will exist with respect to the Shares subject to an Option, notwithstanding the exercise
                                            of the Option. The Company will issue (or cause to be issued) such Shares promptly after
                                            the Option is exercised. No adjustment will be made for a dividend or other right for which
                                            the record date is prior to the date the Shares are issued, except as provided in Section
                                            4.05. Exercising an Option in any manner will decrease the number of Shares thereafter available,
                                            both for purposes of this Plan and for sale under the Option, by the number of Shares as
                                            to which the Option is exercised.



 


		(ii)	Termination
                                            of Relationship as a Service Provider. If a Participant ceases to be a Service Provider,
                                            other than upon the Participant’s termination as the result of the Participant’s
                                            death or Disability, the Participant may exercise his or her Option within such period of
                                            time as is specified in the Award Agreement to the extent that the Option is vested on the
                                            date of termination (but in no event later than the expiration of the term of such Option
                                            as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement,
                                            the Option will remain exercisable for three (3) months following the Participant’s
                                            termination. Unless otherwise provided by the Administrator, if on the date of termination
                                            the Participant is not vested as to his or her entire Option, the Shares covered by the unvested
                                            portion of the Option will revert to this Plan. If after termination the Participant does
                                            not exercise his or her Option within the time specified by the Administrator, the Option
                                            will terminate, and the Shares covered by such Option will revert to this Plan.



 


		(iii)	Disability
                                            of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s
                                            Disability, the Participant may exercise his or her Option within such period of time as
                                            is specified in the Award Agreement to the extent the Option is vested on the date of termination
                                            (but in no event later than the expiration of the term of such Option as set forth in the
                                            Award Agreement). In the absence of a specified time in the Award Agreement, the Option will
                                            remain exercisable for twelve (12) months following the Participant’s termination.
                                            Unless otherwise provided by the Administrator, if on the date of termination the Participant
                                            is not vested as to his or her entire Option, the Shares covered by the unvested portion
                                            of the Option will revert to this Plan. If after termination the Participant does not exercise
                                            his or her Option within the time specified herein, the Option will terminate, and the Shares
                                            covered by such Option will revert to this Plan.



 




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		(iv)	Death
                                            of Participant. If a Participant dies while a Service Provider, the Option may be exercised
                                            following the Participant’s death within such period of time as is specified in the
                                            Award Agreement to the extent that the Option is vested on the date of death (but in no event
                                            may the option be exercised later than the expiration of the term of such Option as set forth
                                            in the Award Agreement), by the Participant’s designated beneficiary, provided such
                                            beneficiary has been designated prior to Participant’s death in a form acceptable to
                                            the Administrator. If no such beneficiary has been designated by the Participant, then such
                                            Option may be exercised by the personal representative of the Participant’s estate
                                            or by the person(s) to whom the Option is transferred pursuant to the Participant’s
                                            will or in accordance with the laws of descent and distribution. In the absence of a specified
                                            time in the Award Agreement, the Option will remain exercisable for twelve (12) months following
                                            Participant’s death. Unless otherwise provided by the Administrator, if at the time
                                            of death Participant is not vested as to his or her entire Option, the Shares covered by
                                            the unvested portion of the Option will immediately revert to this Plan. If the Option is
                                            not so exercised within the time specified herein, the Option will terminate, and the Shares
                                            covered by such Option will revert to this Plan. .



 


Section
3.02 Stock Appreciation Rights.


 


		(a)	Grant
                                            of Stock Appreciation Rights. Subject to the terms and conditions of this Plan, a Stock
                                            Appreciation Right may be granted to Service Providers at any time and from time to time
                                            as will be determined by the Administrator, in its sole discretion.



 


		(b)	Number
                                            of Shares. The Administrator will have complete discretion to determine the number of
                                            Shares subject to any Award of Stock Appreciation Rights.



 


		(c)	Exercise
                                            Price and Other Terms. The per Share exercise price for the Shares that will determine
                                            the amount of the payment to be received upon exercise of a Stock Appreciation Right as set
                                            forth in Section 3.02(f) will be determined by the Administrator and will be no less than
                                            one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise,
                                            the Administrator, subject to the provisions of this Plan, will have complete discretion
                                            to determine the terms and conditions of Stock Appreciation Rights granted under this Plan.
                                            Stock Appreciation Rights which have become exercisable may be exercised by delivery of written
                                            or electronic notice of exercise to the Company in accordance with the terms of the Award
                                            Agreement, specifying the number of Stock Appreciation Rights to be exercised and the date
                                            on which such Stock Appreciation Rights were awarded and vested.



 


		(d)	Stock
                                            Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by
                                            an Award Agreement that will specify the exercise price, the term of the Stock Appreciation
                                            Right, the conditions of exercise, and such other terms and conditions as the Administrator,
                                            in its sole discretion, will determine.



 




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		(e)	Expiration
                                            of Stock Appreciation Rights. A Stock Appreciation Right granted under this Plan will
                                            expire upon the date determined by the Administrator, in its sole discretion, and set forth
                                            in the Award Agreement. Notwithstanding the foregoing, the rules of Section 3.01(d) relating
                                            to the maximum term and Section 3.01(f) relating to exercise also will apply to Stock Appreciation
                                            Rights.



 


		(f)	Payment
                                            of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant
                                            will be entitled to receive payment from the Company in an amount determined by multiplying
                                            (i) the difference between the Fair Market Value of a Share on the date of exercise over
                                            the exercise price; and (ii) the number of Shares with respect to which the Stock Appreciation
                                            Right is exercised. At the discretion of the Administrator, the payment upon Stock Appreciation
                                            Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.



 


		(g)	Deemed
                                            Exercise of Stock Appreciation Rights. If, on the date on which a Stock Appreciation
                                            Rights would otherwise terminate or expire, the Stock Appreciation Right by its terms remains
                                            exercisable immediately prior to such termination or expiration and, if so exercised, would
                                            result in a payment to the holder of such Stock Appreciation Right, then any portion of such
                                            Stock Appreciation Right which has not previously been exercised shall automatically be deemed
                                            to be exercised as of such date with respect to such portion.



 


Section
3.03 Restricted Stock.


 


		(a)	Grant
                                            of Restricted Stock. Subject to the terms and provisions of this Plan, the Administrator,
                                            at any time and from time to time, may grant Shares of Restricted Stock to Service Providers
                                            in such amounts as the Administrator, in its sole discretion, will determine.



 


		(b)	Restricted
                                            Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement
                                            that will specify the Period of Restriction, the number of Shares granted, and such other
                                            terms and conditions as the Administrator, in its sole discretion, will determine. Unless
                                            the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted
                                            Stock until the restrictions on such Shares have lapsed.



 


		(c)	Transferability.
                                            Except as provided in this Section 3.03 or as the Administrator determines, Shares of Restricted
                                            Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated
                                            until the end of the applicable Period of Restriction.



 


		(d)	Other
                                            Restrictions. The Administrator, in its sole discretion, may impose such other restrictions
                                            on Shares of Restricted Stock as it may deem advisable or appropriate.



 




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		(e)	Removal
                                            of Restrictions. Except as otherwise provided in this Section 3.03, Shares of Restricted
                                            Stock covered by each Restricted Stock grant made under this Plan will be released from escrow
                                            as soon as practicable after the last day of the Period of Restriction or at such other time
                                            as the Administrator may determine. The Administrator, in its discretion, may accelerate
                                            the time at which any restrictions will lapse or be removed.



 


		(f)	Voting
                                            Rights. During the Period of Restriction, Service Providers holding Shares of Restricted
                                            Stock granted hereunder may exercise full voting rights with respect to those Shares, unless
                                            the Administrator determines otherwise.



 


		(g)	Dividends
                                            and Other Distributions. During the Period of Restriction, Service Providers holding
                                            Shares of Restricted Stock will be entitled to receive all dividends and other distributions
                                            paid with respect to such Shares, unless the Administrator provides otherwise. If any such
                                            dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions
                                            on transferability and forfeitability as the Shares of Restricted Stock with respect to which
                                            they were paid.



 


		(h)	Return
                                            of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted
                                            Stock for which restrictions have not lapsed will revert to the Company and again will become
                                            available for grant under this Plan.



 


Section
3.04 Restricted Stock Units.


 


		(a)	Grant.
                                            Restricted Stock Units may be granted at any time and from time to time as determined by
                                            the Administrator. After the Administrator determines that it will grant Restricted Stock
                                            Units under this Plan, it will advise the Participant in an Award Agreement of the terms,
                                            conditions, and restrictions related to the grant, including the number of Restricted Stock
                                            Units.



 


		(b)	Vesting
                                            Criteria and Other Terms. The Administrator will set vesting criteria in its discretion,
                                            which, depending on the extent to which the criteria are met, will determine the number of
                                            Restricted Stock Units that will be paid out to the Participant. The Administrator may set
                                            vesting criteria based upon the achievement of Company-wide, divisional, business unit, or
                                            individual goals (including, but not limited to, continued employment or service), applicable
                                            federal or state securities laws, or any other basis determined by the Administrator in its
                                            discretion.



 


		(c)	Earning
                                            Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant
                                            will be entitled to receive a payout as determined by the Administrator or as set forth in
                                            the applicable Award Agreement. Notwithstanding the foregoing, at any time after the grant
                                            of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive
                                            any vesting criteria that must be met to receive a payout.



 


		(d)	Form
                                            and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon
                                            as practicable after the date(s) determined by the Administrator and set forth in the Award
                                            Agreement. The Administrator, in its sole discretion, may settle earned Restricted Stock
                                            Units in cash, Shares, or a combination of both.



 




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		(e)	Voting
                                            Rights, Dividend Equivalent Rights and Distributions. Participants shall have no voting
                                            rights with respect to Shares represented by Restricted Stock Units until the date of the
                                            issuance of such shares (as evidenced by the appropriate entry on the books of the Company
                                            or of a duly authorized transfer agent of the Company). However, the Administrator, in its
                                            discretion, may provide in the Award Agreement evidencing any Restricted Stock Unit Award
                                            that the Participant shall be entitled to Dividend Equivalent Rights with respect to the
                                            payment of cash dividends on Stock during the period beginning on the date such Award is
                                            granted and ending, with respect to each share subject to the Award, on the earlier of the
                                            date the Award is settled or the date on which it is terminated. Dividend Equivalent Rights,
                                            if any, shall be paid by crediting the Participant with a cash amount or with additional
                                            whole Restricted Stock Units as of the date of payment of such cash dividends on Stock, as
                                            determined by the Administrator. The number of additional Restricted Stock Units (rounded
                                            to the nearest whole number), if any, to be credited shall be determined by dividing (a)
                                            the amount of cash dividends paid on the dividend payment date with respect to the number
                                            of Shares represented by the Restricted Stock Units previously credited to the Participant
                                            by (b) the Fair Market Value per Share on such date. Such cash amount or additional Restricted
                                            Stock Units shall be subject to the same terms and conditions and shall be settled in the
                                            same manner and at the same time as the Restricted Stock Units originally subject to the
                                            Restricted Stock Unit Award. In the event of a dividend or distribution paid in Shares or
                                            other property or any other adjustment made upon a change in the capital structure of the
                                            Company as described in Section 4.05, appropriate adjustments shall be made in the Participant’s
                                            Restricted Stock Unit Award so that it represents the right to receive upon settlement any
                                            and all new, substituted or additional securities or other property (other than regular,
                                            periodic cash dividends) to which the Participant would be entitled by reason of the Shares
                                            issuable upon settlement of the Award, and all such new, substituted or additional securities
                                            or other property shall be immediately subject to the same vesting conditions as are applicable
                                            to the Award.



 


		(f)	Cancellation.
                                            On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be
                                            forfeited to the Company.



 


Section
3.05 Performance Units and Performance Shares.


 


		(a)	Issuance.
                                            Performance Awards may be granted to Service Providers at any time and from time to time,
                                            as will be determined by the Administrator, in its sole discretion. The Administrator will
                                            have complete discretion in determining the number of Performance Units and Performance Shares
                                            granted to each Participant.



 


		(b)	Value
                                            of Performance Units/Shares. Each Performance Unit will have an initial value that is
                                            established by the Administrator on or before the date of grant. Each Performance Share will
                                            have an initial value equal to the Fair Market Value of a Share on the date of grant.



 


		(c)	Performance
                                            Objectives and Other Terms. The Administrator will set performance objectives or other
                                            vesting provisions (including, without limitation, continued status as a Service Provider)
                                            in its discretion which, depending on the extent to which they are met, will determine the
                                            number or value of Performance Units/Shares that will be paid out to the Service Providers.
                                            The time period during which the performance objectives or other vesting provisions must
                                            be met will be called the “Performance Period.” Each Performance Awards
                                            will be evidenced by an Award Agreement that will specify the Performance Period, and such
                                            other terms and conditions as the Administrator, in its sole discretion, will determine.



 


		(d)	Performance
                                            Targets and Goals. The Administrator may set performance objectives based upon the achievement
                                            of Company-wide, divisional, business unit or individual goals (including, but not limited
                                            to, continued employment or service), applicable federal or state securities laws, or any
                                            other basis determined by the Administrator in its discretion (“Performance Goals”).
                                            Performance Goals shall be established by the Administrator on the basis of targets to be
                                            attained (“Performance Targets”) with respect to one or more measures
                                            of business or financial performance (each, a “Performance Measure”),
                                            subject to the following:



 




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		(i)	Performance
                                            Measures. Performance Measures shall be calculated in accordance with the
                                            Company’s financial statements, or, if such measures are not reported in the Company’s
                                            financial statements, they shall be calculated in accordance with generally accepted accounting
                                            principles, a method used generally in the Company’s industry, or in accordance with
                                            a methodology established by the Administrator prior to the grant of the Performance Award.
                                            As specified by the Administrator, Performance Measures may be calculated with respect to
                                            the Company and its Subsidiaries consolidated therewith for financial reporting purposes,
                                            one or more Subsidiaries or such division or other business unit of any of them selected
                                            by the Administrator. Unless otherwise determined by the Administrator prior to the grant
                                            of the Performance Award, the Performance Measures applicable to the Performance Award shall
                                            be calculated prior to the accrual of expense for any Performance Award for the same Performance
                                            Period and excluding the effect (whether positive or negative) on the Performance Measures
                                            of any change in accounting standards or any unusual or infrequently occurring event or transaction,
                                            as determined by the Administrator, occurring after the establishment of the Performance
                                            Goals applicable to the Performance Award. Each such adjustment, if any, shall be made solely
                                            for the purpose of providing a consistent basis from period to period for the calculation
                                            of Performance Measures in order to prevent the dilution or enlargement of the Participant’s
                                            rights with respect to a Performance Award. Performance Measures may be based upon one or
                                            more of the following, as determined by the Administrator: (1) revenue; (2) sales; (3) expenses;
                                            (4) operating income; (5) gross margin; (6) operating margin; (7) earnings before any one
                                            or more of: stock-based compensation expense, interest, taxes, depreciation and amortization;
                                            (8) pre-tax profit; (9) net operating income; (10) net income; (11) economic value added;
                                            (12) free cash flow; (13) operating cash flow; (14) balance of cash, cash equivalents and
                                            marketable securities; (15) stock price; (16) earnings per share; (17) return on shareholder
                                            equity; (18) return on capital; (19) return on assets; (20) return on investment; (21) total
                                            shareholder return; (22) employee satisfaction; (23) employee retention; (24) market share;
                                            (25) customer satisfaction; (26) product development; (27) research and development expenses;
                                            (28) completion of an identified special project; and (29) completion of a joint venture
                                            or other corporate transaction.



 


		(ii)	Performance
                                            Targets. Performance Targets may include a minimum, maximum, target level and intermediate
                                            levels of performance, with the final value of a Performance Award determined under the applicable
                                            Performance Award Formula by the Performance Target level attained during the applicable
                                            Performance Period. A Performance Target may be stated as an absolute value, an increase
                                            or decrease in a value, or as a value determined relative to an index, budget or other standard
                                            selected by the Administrator.



 




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		(e)	Earning
                                            of Performance Units/Shares. After the applicable Performance Period has ended, the holder
                                            of Performance Units/Shares will be entitled to receive a payout of the number of Performance
                                            Units/Shares earned by the Participant over the Performance Period, to be determined as a
                                            function of the extent to which the corresponding performance objectives or other vesting
                                            provisions have been achieved. After the grant of a Performance Unit/Share, the Administrator,
                                            in its sole discretion, may reduce or waive any performance objectives or other vesting provisions
                                            for such Performance Unit/Share.



 


		(f)	Form
                                            and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units
                                            or Performance Shares will be made as soon as practicable after the expiration of the applicable
                                            Performance Period. The Administrator, in its sole discretion, may pay earned Performance
                                            Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal
                                            to the value of the earned Performance Units/Shares at the close of the applicable Performance
                                            Period) or in a combination thereof.



 


		(g)	Cancellation
                                            of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned
                                            or unvested Performance Units or Performance Shares will be forfeited to the Company, and
                                            again will be available for grant under this Plan.



 


		(h)	Qualified
                                            Performance-Based Awards. Restricted Stock and Restricted Stock Units granted to officers
                                            and Employees of the Company or any Parent or Subsidiary of the Company (within the meaning
                                            of Code Section 424) may be granted with the intent that the award satisfy the “Performance-Based
                                            Exception” (any such award intended to satisfy the Performance-Based Exception, a “Qualified
                                            Performance-Based Award”). The grant, vesting, or payment of a Qualified Performance-Based
                                            Awards may depend on the degree of achievement of one or more performance goals relative
                                            to a pre-established targeted level or levels using one or more performance targets as determined
                                            by the Administrator (on an absolute or relative (including, without limitation, relative
                                            to the performance of one or more other companies or upon comparisons of any of the indicators
                                            of performance relative to one or more other companies) basis, any of which may also be expressed
                                            as a growth or decline measure relative to an amount or performance for a prior date or period)
                                            for the Company on a consolidated basis or for one or more of the Company’s Subsidiaries,
                                            segments, divisions, or business or operational units, or any combination of the foregoing.
                                            The performance period applicable to any Performance Units or Performance Shares may not
                                            be less than three (3) months nor more than ten (10) years. To satisfy the Performance-Based
                                            Exception, the performance measure(s) applicable to the Qualified Performance-Based Award
                                            and specific performance formula, goal or goals (“targets”), including must be
                                            established and approved by the Administrator during the first ninety (90) days of the applicable
                                            Performance Period (and, in the case of Performance Periods of less than one year, in no
                                            event after 25% or more of the Performance Period has elapsed) and while performance relating
                                            to such target(s) remains substantially uncertain within the meaning of Section 162(m) of
                                            the Code.



 




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		(i)	Voting
                                            Rights; Dividend Equivalent Rights and Distributions. Participants shall have no voting
                                            rights with respect to Shares represented by Performance Share Awards until the date of the
                                            issuance of such Shares, if any (as evidenced by the appropriate entry on the books of the
                                            Company or of a duly authorized transfer agent of the Company). However, the Administrator,
                                            in its discretion, may provide in the Award Agreement evidencing any Performance Share Award
                                            that the Participant shall be entitled to Dividend Equivalent Rights with respect to the
                                            payment of cash dividends on Stock during the period beginning on the date the Award is granted
                                            and ending, with respect to each share subject to the Award, on the earlier of the date on
                                            which the Performance Shares are settled or the date on which they are forfeited. Such Dividend
                                            Equivalent Rights, if any, shall be credited to the Participant either in cash or in the
                                            form of additional whole Performance Shares as of the date of payment of such cash dividends
                                            on Stock, as determined by the Administrator. The number of additional Performance Shares
                                            (rounded to the nearest whole number), if any, to be so credited shall be determined by dividing
                                            (a) the amount of cash dividends paid on the dividend payment date with respect to the number
                                            of Shares represented by the Performance Shares previously credited to the Participant by
                                            (b) the Fair Market Value per Share on such date. Dividend Equivalent Rights, if any, shall
                                            be accumulated and paid to the extent that the related Performance Shares become nonforfeitable.
                                            Settlement of Dividend Equivalent Rights may be made in cash, Shares, or a combination thereof
                                            as determined by the Administrator, and may be paid on the same basis as settlement of the
                                            related Performance Share as provided in Section 3.05(e). Dividend Equivalent Rights shall
                                            not be paid with respect to Performance Units. In the event of a dividend or distribution
                                            paid in Shares or other property or any other adjustment made upon a change in the capital
                                            structure of the Company as described in Section 4.05, appropriate adjustments shall be made
                                            in the Participant’s Performance Share Award so that it represents the right to receive
                                            upon settlement any and all new, substituted or additional securities or other property (other
                                            than regular, periodic cash dividends) to which the Participant would be entitled by reason
                                            of the Shares issuable upon settlement of the Performance Share Award, and all such new,
                                            substituted or additional securities or other property shall be immediately subject to the
                                            same Performance Goals as are applicable to the Award.



 


Section
3.06 Cash-Based Awards and Other Stock-Based Awards. Cash-Based Awards and Other Stock-Based Awards shall be evidenced
by Award Agreements in such form as the Administrator shall establish. Such Award Agreements may incorporate all or any of the terms
of this Plan by reference and shall comply with and be subject to the following terms and conditions.


 


		(a)	Grant
                                            of Cash-Based Awards. Subject to the provisions of this Plan, the Administrator, at any
                                            time and from time to time, may grant Cash-Based Awards to Participants in such amounts and
                                            upon such terms and conditions, including the achievement of performance criteria, as the
                                            Administrator may determine.



 


		(b)	Grant
                                            of Other Stock-Based Awards. The Administrator may grant other types of equity-based
                                            or equity-related Awards not otherwise described by the terms of this Plan (including the
                                            grant or offer for sale of unrestricted securities, stock-equivalent units, stock appreciation
                                            units, securities or debentures convertible into common stock or other forms determined by
                                            the Administrator) in such amounts and subject to such terms and conditions as the Administrator
                                            shall determine. Other Stock-Based Awards may be made available as a form of payment in the
                                            settlement of other Awards or as payment in lieu of compensation to which a Participant is
                                            otherwise entitled. Other Stock-Based Awards may involve the transfer of actual Shares to
                                            Participants, or payment in cash or otherwise of amounts based on the value of a Share and
                                            may include, without limitation, Awards designed to comply with or take advantage of the
                                            applicable local laws of jurisdictions other than the United States.



 




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		(c)	Value
                                            of Cash-Based and Other Stock-Based Awards. Each Cash-Based Award shall specify a monetary
                                            payment amount or payment range as determined by the Administrator. Each Other Stock-Based
                                            Award shall be expressed in terms of Shares or units based on such Shares, as determined
                                            by the Administrator. The Administrator may require the satisfaction of such Service requirements,
                                            conditions, restrictions or performance criteria, including, without limitation, Performance
                                            Goals as described in Section 3.05, as shall be established by the Administrator and set
                                            forth in the Award Agreement evidencing such Award. If the Administrator exercises its discretion
                                            to establish performance criteria, the final value of Cash-Based Awards or Other Stock-Based
                                            Awards that will be paid to the Participant will depend on the extent to which the performance
                                            criteria are met. The establishment of performance criteria with respect to the grant or
                                            vesting of any Cash-Based Award or Other Stock-Based Award intended to result in Performance-Based
                                            Compensation shall follow procedures substantially equivalent to those applicable to Performance
                                            Awards set forth in Section 3.05.



 


		(d)	Payment
                                            or Settlement of Cash-Based Awards and Other Stock-Based Awards. Payment or settlement,
                                            if any, with respect to a Cash-Based Award or an Other Stock-Based Award shall be made in
                                            accordance with the terms of the Award, in cash, Shares or other securities or any combination
                                            thereof as the Administrator determines. The determination and certification of the final
                                            value with respect to any Cash-Based Award or Other Stock-Based Award intended to result
                                            in Performance-Based Compensation shall comply with the requirements applicable to Performance
                                            Awards set forth in Section 3.05. To the extent applicable, payment or settlement with respect
                                            to each Cash-Based Award and Other Stock-Based Award shall be made in compliance with the
                                            requirements of Section 409A.



 


		(e)	Voting
                                            Rights; Dividend Equivalent Rights and Distributions. Participants shall have no voting
                                            rights with respect to Shares represented by Other Stock-Based Awards until the date of the
                                            issuance of such Shares (as evidenced by the appropriate entry on the books of the Company
                                            or of a duly authorized transfer agent of the Company), if any, in settlement of such Award.
                                            However, the Administrator, in its discretion, may provide in the Award Agreement evidencing
                                            any Other Stock-Based Award that the Participant shall be entitled to Dividend Equivalent
                                            Rights with respect to the payment of cash dividends on Stock during the period beginning
                                            on the date such Award is granted and ending, with respect to each share subject to the Award,
                                            on the earlier of the date the Award is settled or the date on which it is terminated. Such
                                            Dividend Equivalent Rights, if any, shall be paid in accordance with the provisions set forth
                                            in Section 3.04(e). Dividend Equivalent Rights shall not be granted with respect to Cash-Based
                                            Awards. In the event of a dividend or distribution paid in Shares or other property or any
                                            other adjustment made upon a change in the capital structure of the Company as described
                                            in Section 4.05, appropriate adjustments shall be made in the Participant’s Other Stock-Based
                                            Award so that it represents the right to receive upon settlement any and all new, substituted
                                            or additional securities or other property (other than regular, periodic cash dividends)
                                            to which the Participant would be entitled by reason of the Shares issuable upon settlement
                                            of such Award, and all such new, substituted or additional securities or other property shall
                                            be immediately subject to the same vesting conditions and performance criteria, if any, as
                                            are applicable to the Award.



 




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		(f)	Nontransferability
                                            of Cash-Based Awards and Other Stock-Based Awards. Prior to the payment or settlement
                                            of a Cash-Based Award or Other Stock-Based Award, the Award shall not be subject in any manner
                                            to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or
                                            garnishment by creditors of the Participant or the Participant’s beneficiary, except
                                            transfer by will or by the laws of descent and distribution. The Administrator may impose
                                            such additional restrictions on any Shares issued in settlement of Cash-Based Awards and
                                            Other Stock-Based Awards as it may deem advisable, including, without limitation, minimum
                                            holding period requirements, restrictions under applicable federal securities laws, under
                                            the requirements of any stock exchange or market upon which such Shares are then listed and/or
                                            traded, or under any state securities laws or foreign law applicable to such Shares.



 





Section
3.07 Form of Award Agreements. A form of Award Agreement for a grant of Options is attached hereto as Exhibit A,
a form of Award Agreement for a grant of Stock Appreciation Rights is attached hereto as Exhibit B, a form of Award Agreement
for a grant of Restricted Stock is attached hereto as Exhibit C; and a form of Award Agreement for a grant of Restricted
Stock Units is attached hereto as Exhibit D, provided that the Administrator shall have the discretion to modify such forms
and to replace such forms with any other agreement as determined by the Administrator. In the event of a conflict between the terms of
any Award Agreement and the provisions in the body of this Plan, the terms of the Award Agreement shall control.


 


Article
IV. Additional Provisions Applicable to this Plan and Awards


 


Section
4.01 Outside Director Limitations. No Outside Director may be granted, in any Fiscal Year, Awards with a grant date fair value
(computed as of the date of grant in accordance with U.S. generally accepted accounting principles) of more than $300,000. Any Awards
granted to an individual while he or she was an Employee, or while he or she was a Consultant but not an Outside Director, will not count
for purposes of the limitations under this Section 4.01.


 


Section
4.02 Compliance With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt
from the application of, or comply with, the requirements of Code Section 409A such that the grant, payment, settlement or deferral will
not be subject to the additional tax or interest applicable under Code Section 409A, except as otherwise determined in the sole discretion
of the Administrator. This Plan and each Award Agreement under this Plan is intended to meet the requirements of Code Section 409A and
will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator.
To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A the Award will be granted,
paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement
or deferral will not be subject to the additional tax or interest applicable under Code Section 409A. In no event will the Company have
any obligation under the terms of this Plan to reimburse a Participant for any taxes or other costs that may be imposed on Participant
as a result of Section 409A.


 


Section
4.03 Leaves of Absence/Transfer Between Locations. Unless the Administrator provides otherwise, vesting of Awards granted
hereunder will be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (i) any
leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, or any
Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration of
such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not
so guaranteed, then six (6) months following the first (1st) day of such leave, any Incentive Stock Option held by the Participant
will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option.


 




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Section
4.04 Limited Transferability of Awards. Unless determined otherwise by the Administrator, Awards may not be sold, pledged,
assigned, hypothecated, or otherwise transferred in any manner other than by will or by the laws of descent and distribution, and may
be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such
Award will contain such additional terms and conditions as the Administrator deems appropriate.


 


Section
4.05 Adjustments; Dissolution, Merger, Etc.


 


		(a)	Adjustments.
                                            In the event that any dividend or other distribution (whether in the form of cash, Shares,
                                            other securities, or other property), recapitalization, stock split, reverse stock split,
                                            reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange
                                            of Shares or other securities of the Company, or other change in the corporate structure
                                            of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution
                                            or enlargement of the benefits or potential benefits intended to be made available under
                                            this Plan, will adjust the number and class of shares of stock that may be delivered under
                                            this Plan and/or the number, class, and price of shares of stock covered by each outstanding
                                            Award, and the numerical Share limits of Section 2.01.



 


		(b)	Dissolution
                                            or Liquidation. In the event of the proposed dissolution or liquidation of the Company,
                                            the Administrator will notify each Participant as soon as practicable prior to the effective
                                            date of such proposed transaction. To the extent it has not been previously exercised, an
                                            Award will terminate immediately prior to the consummation of such proposed action.



 


		(c)	Change
                                            in Control.



 


		(i)	In
                                            the event of a merger of the Company with or into another corporation or other entity or
                                            a Change in Control, each outstanding Award will be treated as the Administrator determines
                                            (subject to the provisions of the following paragraph) without a Participant’s consent,
                                            including, without limitation, that (i) Awards will be assumed, or substantially equivalent
                                            awards will be substituted, by the acquiring or succeeding corporation (or an Affiliate thereof)
                                            with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written
                                            notice to a Participant, that the Participant’s Awards will terminate upon or immediately
                                            prior to the consummation of such merger or Change in Control; (iii) outstanding Awards will
                                            vest and become exercisable, realizable, or payable, or restrictions applicable to an Award
                                            will lapse, in whole or in part prior to or upon consummation of such merger or Change in
                                            Control, and, to the extent the Administrator determines, terminate upon or immediately prior
                                            to the effectiveness of such merger or Change in Control; (iv) (A) the termination of an
                                            Award in exchange for an amount of cash and/or property, if any, equal to the amount that
                                            would have been attained upon the exercise of such Award or realization of the Participant’s
                                            rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt,
                                            if as of the date of the occurrence of the transaction the Administrator determines in good
                                            faith that no amount would have been attained upon the exercise of such Award or realization
                                            of the Participant’s rights, then such Award may be terminated by the Company without
                                            payment), or (B) the replacement of such Award with other rights or property selected by
                                            the Administrator in its sole discretion; or (v) any combination of the foregoing. In taking
                                            any of the actions permitted under this Section 4.05(c), the Administrator will not be obligated
                                            to treat all Awards, all Awards held by a Participant, or all Awards of the same type, similarly.



 




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		(ii)	In
                                            the event that the successor corporation does not assume or substitute for the Award (or
                                            portion thereof), the Participant will fully vest in and have the right to exercise all of
                                            his or her outstanding Options and Stock Appreciation Rights, including Shares as to which
                                            such Awards would not otherwise be vested or exercisable, all restrictions on Restricted
                                            Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based
                                            vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred
                                            percent (100%) of target levels and all other terms and conditions met, in all cases, unless
                                            specifically provided otherwise under the applicable Award Agreement or other written agreement
                                            between the Participant and the Company or any of its Subsidiaries or Parents, as applicable.
                                            In addition, if an Option or Stock Appreciation Right is not assumed or substituted in the
                                            event of a merger or Change in Control, the Administrator will notify the Participant in
                                            writing or electronically that the Option or Stock Appreciation Right will be exercisable
                                            for a period of time determined by the Administrator in its sole discretion, and the Option
                                            or Stock Appreciation Right will terminate upon the expiration of such period.



 


		(iii)	For
                                            the purposes of this Section 4.05(c) and Section 4.05(d), an Award will be considered assumed
                                            if, following the merger or Change in Control, the Award confers the right to purchase or
                                            receive, for each Share subject to the Award immediately prior to the merger or Change in
                                            Control, the consideration (whether stock, cash, or other securities or property) received
                                            in the merger or Change in Control by holders of Common Stock for each Share held on the
                                            effective date of the transaction (and if holders were offered a choice of consideration,
                                            the type of consideration chosen by the holders of a majority of the outstanding Shares);
                                            provided, however, that if such consideration received in the merger or Change in Control
                                            is not solely common stock of the successor corporation or its Parent, the Administrator
                                            may, with the consent of the successor corporation, provide for the consideration to be received
                                            upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted
                                            Stock Unit, Performance Unit, or Performance Share, for each Share subject to such Award,
                                            to be solely common stock of the successor corporation or its Parent equal in fair market
                                            value to the per share consideration received by holders of Common Stock in the merger or
                                            Change in Control.



 




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		(iv)	Notwithstanding
                                            anything in this Section 4.05(c) to the contrary, an Award that vests, is earned or paid-out
                                            upon the satisfaction of one or more performance goals will not be considered assumed if
                                            the Company or its successor modifies any of such performance goals without the Participant’s
                                            consent, in all cases, unless specifically provided otherwise under the applicable Award
                                            Agreement or other written agreement between the Participant and the Company or any of its
                                            Subsidiaries or Parents, as applicable; provided, however, a modification to such performance
                                            goals only to reflect the successor corporation’s post-Change in Control corporate
                                            structure will not be deemed to invalidate an otherwise valid Award assumption.



 


		(v)	Notwithstanding
                                            anything in this Section 4.05(c) to the contrary, and unless otherwise provided in an Award
                                            Agreement, if an Award that vests, is earned or paid-out under an Award Agreement is subject
                                            to Code Section 409A and if the change in control definition contained in the Award Agreement
                                            does not comply with the definition of “change of control” for purposes of a
                                            distribution under Code Section 409A, then any payment of an amount that is otherwise accelerated
                                            under this Section 4.05(c) will be delayed until the earliest time that such payment would
                                            be permissible under Code Section 409A without triggering any penalties applicable under
                                            Code Section 409A.



 


		(vi)	The
                                            Administrator may, without affecting the number of Shares reserved or available hereunder,
                                            authorize the issuance or assumption of benefits under this Plan in connection with any merger,
                                            consolidation, acquisition of property or stock, or reorganization upon such terms and conditions
                                            as it may deem appropriate, subject to compliance with Section 409A and any other applicable
                                            provisions of the Code.



 


		(d)	Outside
                                            Director Awards. In the event of a Change in Control, with respect to Awards granted
                                            to an Outside Director, the Outside Directors will fully vest in and have the right to exercise
                                            Options and/or Stock Appreciation Rights as to all of the Shares underlying such Award, including
                                            those Shares which would not otherwise be vested or exercisable, all restrictions on Restricted
                                            Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based
                                            vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred
                                            percent (100%) of target levels and all other terms and conditions met, unless specifically
                                            provided otherwise under the applicable Award Agreement or other written agreement between
                                            the Participant and the Company or any of its Subsidiaries or Parents, as applicable.



 


Section
4.06 Tax Withholding.


 


		(a)	Withholding
                                            Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise
                                            thereof) or such earlier time as any tax withholding obligation is due, the Company will
                                            have the power and the right to deduct or withhold, or require a Participant to remit to
                                            the Company, an amount sufficient to satisfy federal, state, local, non-U.S. or other taxes
                                            (including the Participant’s FICA obligation) required to be withheld with respect
                                            to such Award (or exercise thereof).



 







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		(b)	Withholding
                                            Arrangements. The Administrator, in its sole discretion and pursuant to such procedures
                                            as it may specify from time to time, may permit a Participant to satisfy such tax withholding
                                            obligation, in whole or in part by such methods as the Administrator shall determine, including,
                                            without limitation, (i) paying cash, (ii) electing to have the Company withhold otherwise
                                            deliverable cash or Shares having a fair market value equal to the minimum statutory amount
                                            required to be withheld or such greater amount as the Administrator may determine if such
                                            amount would not have adverse accounting consequences, as the Administrator determines in
                                            its sole discretion, (iii) delivering to the Company already-owned Shares having a fair market
                                            value equal to the minimum statutory amount required to be withheld or such greater amount
                                            as the Administrator may determine, in each case, provided the delivery of such Shares will
                                            not result in any adverse accounting consequences, as the Administrator determines in its
                                            sole discretion, (iv) selling a sufficient number of Shares otherwise deliverable to the
                                            Participant through such means as the Administrator may determine in its sole discretion
                                            (whether through a broker or otherwise) equal to the amount required to be withheld, or (v)
                                            any combination of the foregoing methods of payment. The amount of the withholding requirement
                                            will be deemed to include any amount which the Administrator agrees may be withheld at the
                                            time the election is made, not to exceed the amount determined by using the maximum federal,
                                            state or local marginal income tax rates applicable to the Participant with respect to the
                                            Award on the date that the amount of tax to be withheld is to be determined or such greater
                                            amount as the Administrator may determine if such amount would not have adverse accounting
                                            consequences, as the Administrator determines in its sole discretion. The fair market value
                                            of the Shares to be withheld or delivered will be determined as of the date that the taxes
                                            are required to be withheld.



 


Section
4.07 Compliance with Securities Laws. The grant of Awards and the issuance of Shares pursuant to any Award shall be subject
to compliance with all applicable requirements of federal, state and foreign law with respect to such securities and the requirements
of any stock exchange or market system upon which the Stock may then be listed. In addition, no Award may be exercised or shares issued
pursuant to an Award unless (a) a registration statement under the Securities Act shall at the time of such exercise or issuance be in
effect with respect to the shares issuable pursuant to the Award, or (b) in the opinion of legal counsel to the Company, the shares issuable
pursuant to the Award may be issued in accordance with the terms of an applicable exemption from the registration requirements of the
Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by
the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares under this Plan shall relieve the Company
of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained.
As a condition to issuance of any Stock, the Company may require the Participant to satisfy any qualifications that may be necessary
or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect
thereto as may be requested by the Company.


 


Section
4.08 Tax Withholding.


 


		(a)	Tax
                                            Withholding in General. The Company shall have the right to deduct from any and all payments
                                            made under this Plan, or to require the Participant, through payroll withholding, cash payment
                                            or otherwise, to make adequate provision for, the federal, state, local and foreign taxes
                                            (including social insurance), if any, required by law to be withheld by the Company or any
                                            of its Affiliates with respect to an Award or the Shares acquired pursuant thereto. The Company
                                            shall have no obligation to deliver Shares, to release Shares from an escrow established
                                            pursuant to an Award Agreement, or to make any payment in cash under this Plan until the
                                            Company or its Affiliate’s, as applicable, withholding obligations have been satisfied
                                            by the Participant.



 







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		(b)	Withholding
                                            in or Directed Sale of Shares. The Company shall have the right, but not the obligation,
                                            to deduct from the Shares issuable to a Participant upon the exercise or settlement of an
                                            Award, or to accept from the Participant the tender of, a number of whole Shares having a
                                            Fair Market Value, as determined by the Administrator, equal to all or any part of the tax
                                            withholding obligations of any the Company or its Affiliates, as applicable. The Fair Market
                                            Value of any Shares withheld or tendered to satisfy any such tax withholding obligations
                                            shall not exceed the amount determined by the applicable minimum statutory withholding rates.
                                            The Administrator may require a Participant to direct a broker, upon the vesting, exercise
                                            or settlement of an Award, to sell a portion of the shares subject to the Award determined
                                            by the Administrator in its discretion to be sufficient to cover the tax withholding obligations
                                            of the Company or its Affiliates, as applicable, and to remit an amount equal to such tax
                                            withholding obligations to the Company or its Affiliates, as applicable ,in cash.



 


Section
4.09 No Effect on Employment or Service. Neither this Plan nor any Award will confer upon a Participant any right with respect
to continuing the Participant’s relationship as a Service Provider with the Company or its Subsidiaries or Parents, as applicable,
nor will they interfere in any way with the Participant’s right or the right of the Company and its Subsidiaries or Parents, as
applicable to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.


 


Section
4.10 Repurchase Rights. Shares issued under this Plan may be subject to one or more repurchase options, or other conditions
and restrictions as determined by the Administrator in its discretion at the time the Award is granted. The Company shall have the right
to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may
be selected by the Company. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions
prior to the receipt of Shares hereunder and shall promptly present to the Company any and all certificates representing Shares acquired
hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.


 


Section
4.11 Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise or settlement of any
Award.


 


Section
4.12 Forfeiture Events.


 


		(a)	All
                                            Awards under this Plan will be subject to recoupment under any clawback policy that the Company
                                            is required to adopt pursuant to the listing standards of any national securities exchange
                                            or association on which the Company’s securities are listed or as is otherwise required
                                            by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Laws.
                                            In addition, the Administrator may impose such other clawback, recovery or recoupment provisions
                                            in an Award Agreement as the Administrator determines necessary or appropriate, including
                                            but not limited to a reacquisition right regarding previously acquired Shares or other cash
                                            or property. Unless this Section 4.12 is specifically mentioned and waived in an Award Agreement
                                            or other document, no recovery of compensation under a clawback policy or otherwise will
                                            be an event that triggers or contributes to any right of a Participant to resign for “good
                                            reason” or “constructive termination” (or similar term) under any agreement
                                            with the Company or a Subsidiary or Parent of the Company.



 







    	26



    	 



    




 


		(b)	Notwithstanding
                                            any other provision of this Plan or any Award Agreement to the contrary, if the Participant’s
                                            service to the Company or any of its Affiliates as a Service Provider is terminated for Cause,
                                            then any Award which has no vested as of such time in accordance with its terms shall automatically
                                            be forfeited and cancelled and shall cease to vest, be exercisable or otherwise provide any
                                            benefit to Participant.



 


		(c)	The
                                            Administrator may specify in an Award Agreement that the Participant’s rights, payments,
                                            and benefits with respect to an Award will be subject to reduction, cancellation, forfeiture,
                                            or recoupment upon the occurrence additional of specified events, in addition to any otherwise
                                            applicable vesting or performance conditions of an Award. Such events may include, but will
                                            not be limited to, termination of such Participant’s status as Service Provider for
                                            Cause or any specified action or inaction by a Participant, whether before or after such
                                            termination of service, that would constitute Cause for termination of such Participant’s
                                            status as a Service Provider.



 


Section
4.13 Date of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the
determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be
provided to each Participant within a reasonable time after the date of such grant.


 


Section
4.14 Term of Plan. This Plan will become effective upon its adoption by the Board. It will continue in effect for a term of
ten (10) years from the date adopted by the Board, unless terminated earlier under Section 4.15.


 


Section
4.15 Amendment and Termination of this Plan.


 


		(a)	Amendment
                                            and Termination. The Administrator may at any time amend, alter, suspend or terminate
                                            this Plan.



 


		(b)	Shareholder
                                            Approval. The Company will obtain shareholder approval of any Plan amendment to the extent
                                            necessary and desirable to comply with Applicable Laws.



 


		(c)	Effect
                                            of Amendment or Termination. No amendment, alteration, suspension or termination of this
                                            Plan will impair the rights of any Participant, unless mutually agreed otherwise between
                                            the Participant and the Administrator, which agreement must be in writing and signed by the
                                            Participant and the Company. Termination of this Plan will not affect the Administrator’s
                                            ability to exercise the powers granted to it hereunder with respect to Awards granted under
                                            this Plan prior to the date of such termination.



 


Section
4.16 Conditions Upon Issuance of Shares.


 


		(a)	Legal
                                            Compliance. Shares will not be issued pursuant to the exercise of an Award unless the
                                            exercise of such Award and the issuance and delivery of such Shares will comply with Applicable
                                            Laws and will be further subject to the approval of counsel for the Company with respect
                                            to such compliance.



 







    	27



    	 



    




 


		(b)	Investment
                                            Representations. As a condition to the exercise of an Award, the Company may require
                                            the person exercising such Award to represent and warrant at the time of any such exercise
                                            that the Shares are being purchased only for investment and without any present intention
                                            to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation
                                            is required.



 


Section
4.17 Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction
or to complete or comply with the requirements of any registration or other qualification of the Shares under any state, federal or non-U.S.
law or under the rules and regulations of the Securities and Exchange Commission, the stock exchange on which Shares of the same class
are then listed, or any other governmental or regulatory body, which authority, registration, qualification or rule compliance is deemed
by the Company’s counsel to be necessary or advisable for the issuance and sale of any Shares hereunder, will relieve the Company
of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority, registration, qualification
or rule compliance will not have been obtained.


 


Section
4.18 Shareholder Approval. This Plan will be presented for approval by the shareholders of the Company within twelve (12)
months after the date this Plan is adopted by the Board. Such shareholder approval will be obtained in the manner and to the degree required
under Applicable Laws. No Option granted under this Plan may be treated as an Incentive Stock Option if this Plan is not approved by
shareholders of the Company within twelve (12) months after the date this Plan is adopted by the Board.


 


Section
4.19 Retirement and Welfare Plans. Neither Awards made under this Plan nor Shares or cash paid pursuant to such Awards may
be included as “compensation” for purposes of computing the benefits payable to any Participant under the Company’s
or any of its Affiliates’ retirement plans (both qualified and non-qualified) or welfare benefit plans unless such other plan expressly
provides that such compensation shall be taken into account in computing a Participant’s benefit.


 


Section
4.20 Beneficiary Designation. Subject to local laws and procedures, each Participant may file with the Company a written designation
of a beneficiary who is to receive any benefit under this Plan to which the Participant is entitled in the event of such Participant’s
death before he or she receives any or all of such benefit. Each designation will revoke all prior designations by the same Participant,
shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during
the Participant’s lifetime. If a married Participant designates a beneficiary other than the Participant’s spouse, the effectiveness
of such designation may be subject to the consent of the Participant’s spouse. If a Participant dies without an effective designation
of a beneficiary who is living at the time of the Participant’s death, the Company will pay any remaining unpaid benefits to the
Participant’s legal representative.


 


Section
4.21 Severability. If any one or more of the provisions (or any part thereof) of this Plan shall be held invalid, illegal
or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality
and enforceability of the remaining provisions (or any part thereof) of this Plan shall not in any way be affected or impaired thereby.


 




    	28



    	 



    

 


Section
4.22 No Constraint on Corporate Action. Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise affect
the Company’s or any of its Affiliate’s right or power to make adjustments, reclassifications, reorganizations, or changes
of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business
or assets; or (b) limit the right or power of the Company any of its Affiliates to take any action which such entity deems to be necessary
or appropriate.


 


Section
4.23 Unfunded Obligation. Participants shall have the status of general unsecured creditors of the Company. Any amounts payable
to Participants pursuant to this Plan shall be considered unfunded and unsecured obligations for all purposes, including, without limitation,
Title I of the Employee Retirement Income Security Act of 1974. Neither the Company nor any of its Affiliates shall be required to segregate
any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company
shall retain at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill
its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Participant account shall not create
or constitute a trust or fiduciary relationship between the Administrator, the Company or any of its Affiliates and a Participant, or
otherwise create any vested or beneficial interest in any Participant or the Participant’s creditors in any assets of the Company
or any of its Affiliates. The Participants shall have no claim against the Company or any of its Affiliates for any changes in the value
of any assets which may be invested or reinvested by the Company with respect to this Plan.


 


Section
4.24 Choice of Law. Except to the extent governed by applicable federal law, the validity, interpretation, construction and
performance of this Plan and each Award Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict
of law rules.


 


***


 




    	29



    	 



    

 


Exhibit
A


Form
of Option Award Agreement





 


 



 


Hour
Loop, Inc.


Option
Award Agreement


 


This
grant of an Award to purchase Shares (“Grant”) is made as of [_______________] (the “Effective Date”) by Hour
Loop, Inc., a Delaware corporation (the “Company”) under the Hour Loop, Inc. 2021Equity Incentive Plan (the “Plan”),
to [__________________] (the “Participant”). Under applicable provisions of the Internal
Revenue Code of 1986, as amended, the Option is treated as [an incentive option][a non-qualified option].


 


By
signing this cover sheet, you hereby accept the Option (as defined below) and agree to all of the terms and conditions described herein
and in this Plan.


 


Participant
Name: _____________________________


 


Signature:
____________________________


 


Hour
Loop, Inc.


 


By:
___________________________


 


Name:
_________________________


 


Title:
__________________________


 


This
is not a stock certificate or a negotiable instrument. This grant of Option is a


voluntary,
revocable grant from the Company and Participant hereby acknowledges


that
the Company has no obligation to make additional grants in the future.


 


UPON
RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING


ENTRY
WILL BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS


TO
EVIDENCE THE OPTIONS GRANTED TO YOU.


 


***


 




    	A-1



    	 



    

 



	1.	Grant.
                                            As of the Effective Date, the Company grants to the Participant an option (the “Option”)
                                            to purchase on the terms and conditions hereinafter set forth all or any part of an aggregate
                                            of [________________] shares of the Company’s Common Stock, par value $0.0001 per share,
                                            (the “Option Shares”), at the purchase price of $[____________] per share (the
                                            “Option Price”). The Participant shall have the cumulative right to exercise
                                            the Option, and the Option is only exercisable, with respect to the following number of Option
                                            Shares on or after the following dates:



 





	Date	 	Number
                                            of Options Vested and Shares Which

                                                                                May
                                            be Acquired

	 	 	 
	 	 	 


 


The
Administrator may, in its sole discretion, accelerate the date on which the Participant may purchase Option Shares.


 


	2.	Term.
                                            The Option granted hereunder shall expire in all events at 5:00 p.m., Eastern time on [______________],
                                            unless sooner terminated as provided in in this Section 2.



 





	3.	Change
                                            in Accounting Treatment. If the Administrator finds that a change in the financial accounting
                                            treatment for options granted under this Plan adversely affects the Company or, in the determination
                                            of the Administrator, may adversely affect the Company in the foreseeable future, the Administrator
                                            may, in its discretion, set an accelerated termination date for the Option. In such event,
                                            the Administrator may take whatever other action, including acceleration of any exercise
                                            provisions, it deems necessary.



 





	4.	Blackout
                                            Periods. The Administrator reserves the right to suspend or limit the Participant’s
                                            rights to exercise and sell Shares acquired through the exercise of Options to comply with
                                            Applicable Requirements and any Company’s insider trading policy, any Applicable Law,
                                            or at any other times that it deems appropriate.



 





	5.	Transfers.
                                            Except as otherwise provided herein or in any separate provisions applicable to this Option,
                                            the Option is transferable by the Participant only by will or pursuant to the laws of descent
                                            and distribution in the event of the Participant’s death, in which event the Option
                                            may be exercised by the heirs or legal representatives of the Participant as set forth in
                                            this Plan. Any attempt at assignment, transfer, pledge or disposition of the Option contrary
                                            to the provisions hereof or the levy of any execution, attachment or similar process upon
                                            the Option shall be null and void and without effect. Any exercise of the Option by a Person
                                            other than the Participant shall be accompanied by appropriate proofs of the right of such
                                            person to exercise the Option.



 










    	A-2



    	 



    

 


	6.	Adjustments
                                            on Changes in Common Stock. In the event that, prior to the delivery by the Company of
                                            all of the Option Shares in respect of which the Option is granted, there shall be an increase
                                            or decrease in the number of issued shares of Common Stock of the Company as a result of
                                            a subdivision or consolidation of Shares or other capital adjustment, or the payment of a
                                            stock dividend or other increase or decrease in such Shares, effected without receipt of
                                            consideration by the Company, the remaining number of Option Shares still subject to the
                                            Option and the Option Price therefor shall be adjusted in a manner determined by the Administrator
                                            so that the adjusted number of Option Shares and the adjusted Option Price shall be the substantial
                                            equivalent of the remaining number of Option Shares still subject to the Option and the Option
                                            Price thereof prior to such change. For purposes of this Section 7 no adjustment shall be
                                            made as a result of the issuance of Common Stock upon the conversion of other securities
                                            of the Company which are convertible into Shares.



 


	7.	Legal
                                            Requirements. If the listing, registration or qualification of the Option Shares upon
                                            any securities exchange or under any federal or state law, or the consent or approval of
                                            any governmental regulatory body is necessary as a condition of or in connection with the
                                            purchase of such Option Shares, the Company shall not be obligated to issue or deliver the
                                            certificates representing the Option Shares as to which the Option has been exercised unless
                                            and until such listing, registration, qualification, consent or approval shall have been
                                            effected or obtained. If registration is considered unnecessary by the Company or its counsel,
                                            the Company may cause a legend to be placed on the Option Shares being issued calling attention
                                            to the fact that they have been acquired for investment and have not been registered.



 


	8.	Administration.
                                            The Option has been granted pursuant to, and is subject to the terms and provisions of, this
                                            Plan. All questions of interpretation and application of this Plan and the Option shall be
                                            determined by the Administrator, and such determination shall be final, binding and conclusive.
                                            The Option shall not be treated as an incentive stock option (as such term is defined in
                                            section 422(b) of the Code) for federal income tax purposes unless expressly indicated as
                                            same hereupon.



 


	9.	Severability.
                                            Should a court of competent jurisdiction deem any of the provisions in this Agreement to
                                            be unenforceable in any respect, it is the intention of the parties to this Agreement that
                                            this Agreement be deemed, without further action on the part of the parties hereto, modified,
                                            amended and limited to the extent necessary to render the same valid and enforceable. It
                                            is further the parties’ intent that all provisions not deemed to be overbroad shall
                                            be given their full force and effect. You acknowledge that you are freely, knowingly and
                                            voluntarily entering into this Agreement after having an opportunity for consultation with
                                            your own independent counsel.



 


	10.	Notices.
                                            Any notice to be given to the Company shall be addressed to the Administrator at its principal
                                            executive office, and any notice to be given to the Participant shall be addressed to the
                                            Participant at the address then appearing on the personnel or other records of the Company,
                                            or at such other address as either party hereafter may designate in writing to the other.
                                            Any such notice shall be deemed to have been duly given when deposited in the United States
                                            mail, addressed as aforesaid, registered or certified mail, and with proper postage and registration
                                            or certification fees prepaid.



 


	11.	Reservation
                                            of Right to Terminate. Nothing herein contained shall affect the right of the Company
                                            or any Affiliate to terminate the Participant in its applicable capacity as a Service Provider
                                            at any time for any reason whatsoever.



 





	12.	Choice
                                            of Law; Jurisdiction. This Grant shall be governed by and construed and interpreted in
                                            accordance with the substantive laws of the State of Delaware, without giving effect to any
                                            conflicts of law rule or principle that might require the application of the laws of another
                                            jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT
                                            SHALL BE INSTITUTED SOLELY IN THE COURTS OF THE STATE OF DELAWARE OR THE FEDERAL COURTS OF
                                            THE UNITED STATES LOCATED IN DELAWARE, AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL
                                            JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.


 





	13.	Taxes.
                                            You agree to comply with the appropriate procedures established by the Company, from time
                                            to time, to provide for payment or withholding of such income or other taxes as may be required
                                            by law to be paid or withheld in connection with the Options and exercise thereof.


 


***


 







    	A-3



    	 



    

 


Exhibit
B


Form
of Stock Appreciation Right Award Agreement


 


 



 


Hour
Loop, Inc.


Stock
Appreciation Rights Award Agreement


 


	Number
    of SARs	 	Grant
    Date	 	Vesting
    Schedule
	 	 	 	 	 
	 	 	 	 	 


 


Exercise
Price: $_______________ per share of Common Stock


 


Hour
Loop, Inc., a Delaware corporation (the “Company”), hereby grants to [_________] (the “Participant”, also referred
to as “you”) Stock Appreciation Rights (the “SAR”), pursuant to the terms of the attached Stock Appreciation
Rights Award Agreement and the Hour Loop, Inc. 2021 Equity Incentive Plan (the “Plan”).


 


By
signing this cover sheet, you agree to all of the terms and conditions described in the attached Stock Appreciation Rights Award Agreement
and this Plan.


 


Participant:
_____________________________


 


Signature:
____________________________


 


Hour
Loop, Inc.


 


By:
___________________________


 


Name:
_________________________


 


Title:
__________________________


 


This
is not a stock certificate or a negotiable instrument. This grant of SAR is a


voluntary,
revocable grant from the Company and Participant hereby acknowledges that the


Company
has no obligation to make additional grants in the future.


 


UPON
RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY


WILL
BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS


TO
EVIDENCE THE SAR GRANTED TO YOU.


 




    	B-1



    	 



    

 


Hour
Loop, Inc. 


 


STOCK
APPRECIATION RIGHTS AWARD AGREEMENT





	1.	SAR/Nontransferability.
                                            This Stock Appreciation Rights Award Agreement (this “Agreement”) evidences the
                                            grant to you on the Grant Date set forth on the cover page of this Agreement the Stock Appreciation
                                            Right as set forth therein (the “SAR”) under the Hour Loop, Inc. 2021 Equity
                                            Incentive Plan (the “Plan”). These SARs represent the right to receive, upon
                                            exercise thereof, an amount in cash as set forth in this Plan. This SAR will NOT be credited
                                            with dividends to the extent dividends are paid on the Common Stock of the Company. Your
                                            SAR may not be transferred, assigned, pledged or hypothecated, whether by operation of law
                                            or otherwise, nor may the SAR be made subject to execution, attachment or similar process.
                                            Any capitalized, but undefined, term used in this Agreement shall have the meaning ascribed
                                            to it in this Plan.



 





	2.	The
                                            Plan. The SAR is issued in accordance with and is subject to and conditioned upon all
                                            of the terms and conditions of this Agreement and this Plan as amended from time to time;
                                            provided, however, that no future amendment or termination of this Plan shall, without your
                                            consent, alter or impair any of your rights or obligations under this Plan, all of which
                                            are incorporated by reference in this Agreement as if fully set forth herein.



 


	3.	Cash
                                            Value Determination upon Vesting and Exercise. Subject to the terms and conditions set
                                            forth in this Agreement, the SARs covered by this grant shall vest on the vesting date set
                                            forth on the cover page of this Agreement, provided the Participant is a Service Provider
                                            of the Company on the Date of Vesting. The payment of the value of the SARs shall be made
                                            no later than ten (10) days following exercise. The payment of amounts with respect to the
                                            SARs is subject to the provisions of this Plan and to interpretations, regulations and determinations
                                            concerning this Plan as established from time to time by the Administrator in accordance
                                            with the provisions of this Plan, including, but not limited to, provisions relating to (i)
                                            rights and obligations with respect to withholding taxes, (ii) capital or other changes of
                                            the Company and (iii) other requirements of applicable law.



 


	4.	No
                                            Shareholder Rights. SARs are not Shares. Neither the Participant, nor any Person entitled
                                            to exercise the Participant’s rights in the event of the Participant’s death,
                                            shall have any of the rights and privileges of a holder of Shares.



 


	5.	Severability.
                                            Should a court of competent jurisdiction deem any of the provisions in this Agreement to
                                            be unenforceable in any respect, it is the intention of the parties to this Agreement that
                                            this Agreement be deemed, without further action on the part of the parties hereto, modified,
                                            amended and limited to the extent necessary to render the same valid and enforceable. It
                                            is further the parties’ intent that all provisions not deemed to be overbroad shall
                                            be given their full force and effect. You acknowledge that you are freely, knowingly and
                                            voluntarily entering into this Agreement after having an opportunity for consultation with
                                            your own independent counsel.



 


	6.	Notices.
                                            Any notice to be given to the Company shall be addressed to the Administrator at its principal
                                            executive office, and any notice to be given to the Participant shall be addressed to the
                                            Participant at the address then appearing on the personnel or other records of the Company,
                                            or at such other address as either party hereafter may designate in writing to the other.
                                            Any such notice shall be deemed to have been duly given when deposited in the United States
                                            mail, addressed as aforesaid, registered or certified mail, and with proper postage and registration
                                            or certification fees prepaid.



 







    	B-2



    	 



    

 


	7.	Reservation
                                            of Right to Terminate. Nothing herein contained shall affect the right of the Company
                                            or any Affiliate to terminate the Participant in its applicable capacity as a Service Provider
                                            at any time for any reason whatsoever.



 


	8.	Choice
                                            of Law; Jurisdiction. This Grant shall be governed by and construed and interpreted in
                                            accordance with the substantive laws of the State of Delaware, without giving effect to any
                                            conflicts of law rule or principle that might require the application of the laws of another
                                            jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT
                                            SHALL BE INSTITUTED SOLELY IN THE COURTS OF THE STATE OF DELAWARE OR THE FEDERAL COURTS OF
                                            THE UNITED STATES LOCATED IN DELAWARE AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL
                                            JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.



 


	9.	Taxes.
                                            You agree to comply with the appropriate procedures established by the Company, from time
                                            to time, to provide for payment or withholding of such income or other taxes as may be required
                                            by law to be paid or withheld in connection with the SARs.



 


***


 




    	B-3



    	 



    

 


Exhibit
C


 


Form
of Restricted Stock Award Agreement





 


 



 


Hour
Loop, Inc. 


Restricted
Stock Award Agreement


 


	Number
    of Shares	 	Grant
    Date	 	Vesting
    Schedule
	 	 	 	 	 
	 	 	 	 	 


 


Hour
Loop, Inc., a Delaware corporation (the “Company”), hereby grants to [_________] (the “Participant”, also referred
to as “you”) shares of Restricted Stock (the “Shares”), pursuant to the terms of the attached Restricted Stock
Award Agreement and the Hour Loop, Inc. 2021 Equity Incentive Plan (the “Plan”).


 


By
signing this cover sheet, you agree to all of the terms and conditions described in the attached Restricted Stock Award Agreement and
this Plan.


 


Participant:
_____________________________


 


Signature:
____________________________


 


Hour
Loop, Inc.


 


By:
___________________________


 


Name:
_________________________


 


Title:
__________________________


 


This
is not a stock certificate or a negotiable instrument. This grant of Shares is a


voluntary,
revocable grant from the Company and Participant hereby acknowledges that the


Company
has no obligation to make additional grants in the future.


 


UPON
RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY


WILL
BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS


TO
EVIDENCE THE SHARES GRANTED TO YOU.


 




    	C-1



    	 



    

 


Hour
Loop, Inc.


 





RESTRICTED
STOCK AWARD AGREEMENT


 


	1.	Award.
                                            This Restricted Stock Award Agreement (this “Agreement”) evidences the grant
                                            to Participant on the Grant Date set forth on the cover page of this Agreement the shares
                                            of Restricted Stock as set forth therein (the “Shares”) under the Hour Loop,
                                            Inc. 2021 Equity Incentive Plan (the “Plan”). Any capitalized, but undefined,
                                            term used in this Agreement shall have the meaning ascribed to it in this Plan.



 


	2.	Non-Transferability
                                            of the Shares. Your Shares may not be transferred, assigned, pledged or hypothecated,
                                            whether by operation of law or otherwise, nor may the Shares be made subject to execution,
                                            attachment or similar process. Except as may be required by federal income tax withholding
                                            provisions or by the tax laws of any state, your interests (and the interests of your beneficiaries,
                                            if any) under this Agreement are not subject to the claims of your creditors and may not
                                            be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated,
                                            or encumbered. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber,
                                            charge or otherwise dispose of any right to benefits payable hereunder shall be void. Your
                                            rights to your Shares are no greater than that of other general, unsecured creditors of the
                                            Company.



 


	3.	Vesting.
                                            Subject to the terms and conditions set forth in this Agreement, the Shares covered by this
                                            grant shall vest on the vesting date set forth on the cover page of this Agreement, provided
                                            the Participant is a Service Provider of the Company or a member of the Company Group on
                                            the Date of Vesting.



 


	4.	Delivery
                                            of Shares.



 


		(a)	Vesting.
                                            Shares that vest (together with any payment due pursuant to the terms herein in respect of
                                            such Shares) shall be delivered to Participant (or the person to whom ownership rights may
                                            have passed by will or the laws of descent and distribution), on or as soon as administratively
                                            practicable after, the date of such vesting.



 


		

                                                                                (b)
	Certain
                                            Limitations. Notwithstanding the foregoing provisions of this Section 3, delivery of
                                            Shares, if any, by reason of Participant’s termination of employment shall be delayed
                                            until the six (6) month anniversary of the date of Participant’s termination of employment
                                            to the extent necessary to comply with Code Section 409A(a)(B)(i), and the determination
                                            of whether or not there has been a termination of Participant’s employment with the
                                            Company shall be made by the Administrator consistent with the definition of “separation
                                            from service” (as that phrase is used for purposes of Code Section 409A, and as set
                                            forth in Treasury Regulation Section 1.409A-1(h)).



 


	5.	Withholding
                                            Taxes. Participant shall be responsible to pay to the Company the amount of withholding
                                            taxes as determined by the Company with respect to the date the Shares are delivered. If
                                            Participant does not arrange for payment of the applicable withholding taxes by providing
                                            such amount to the Company in cash prior to the date established by the Company as the deadline
                                            for such payment, Participant shall be treated as having elected to relinquish to the Company
                                            a portion of the Shares that would otherwise have been transferred to Participant having
                                            a fair market value, based on the Fair Market Value of the Common Stock on the business day
                                            immediately preceding the date of delivery of the Shares, equal to the amount of such applicable
                                            withholding taxes, in lieu of paying such amount to the Company in cash. Participant authorizes
                                            the Company to withhold in accordance with applicable law from any compensation payable to
                                            him or her any taxes required to be withheld for federal, state or local law in connection
                                            with this Agreement.



 




    	C-2



    	 



    




 


	6.	Legal
                                            Requirements. If the listing, registration or qualification of Shares deliverable in
                                            respect of an Shares upon any securities exchange or under any federal or state law, or the
                                            consent or approval of any governmental regulatory body is necessary as a condition of or
                                            in connection with the issuance of such Shares, the Company shall not be obligated to issue
                                            or deliver such Shares unless and until such listing, registration, qualification, consent
                                            or approval shall have been effected or obtained. If registration is considered unnecessary
                                            by the Company or its counsel, the Company may cause a legend to be placed on any Shares
                                            being issued calling attention to the fact that they have been acquired for investment and
                                            have not been registered. The Administrator may from time to time impose any other conditions
                                            on the Shares it deems necessary or advisable to ensure that Shares are issued and resold
                                            in compliance with the Securities Act of 1933, as amended.



 


	7.	Severability.
                                            Should a court of competent jurisdiction deem any of the provisions in this Agreement to
                                            be unenforceable in any respect, it is the intention of the parties to this Agreement that
                                            this Agreement be deemed, without further action on the part of the parties hereto, modified,
                                            amended and limited to the extent necessary to render the same valid and enforceable. It
                                            is further the parties’ intent that all provisions not deemed to be overbroad shall
                                            be given their full force and effect. You acknowledge that you are freely, knowingly and
                                            voluntarily entering into this Agreement after having an opportunity for consultation with
                                            your own independent counsel.



 


	8.	Notices.
                                            Any notice to be given to the Company shall be addressed to the Administrator at its principal
                                            executive office, and any notice to be given to the Participant shall be addressed to the
                                            Participant at the address then appearing on the personnel or other records of the Company,
                                            or at such other address as either party hereafter may designate in writing to the other.
                                            Any such notice shall be deemed to have been duly given when deposited in the United States
                                            mail, addressed as aforesaid, registered or certified mail, and with proper postage and registration
                                            or certification fees prepaid.



 


	9.	Reservation
                                            of Right to Terminate. Nothing herein contained shall affect the right of the Company
                                            or any Affiliate to terminate the Participant in its applicable capacity as a Service Provider
                                            at any time for any reason whatsoever.



 


	10.	Choice
                                            of Law; Jurisdiction. This Grant shall be governed by and construed and interpreted in
                                            accordance with the substantive laws of the State of Delaware, without giving effect to any
                                            conflicts of law rule or principle that might require the application of the laws of another
                                            jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT
                                            SHALL BE INSTITUTED SOLELY IN THE COURTS OF THE STATE OF DELAWARE OR THE FEDERAL COURTS OF
                                            THE UNITED STATES LOCATED IN DELAWARE AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL
                                            JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.



 


	11.	Taxes.
                                            You agree to comply with the appropriate procedures established by the Company, from time
                                            to time, to provide for payment or withholding of such income or other taxes as may be required
                                            by law to be paid or withheld in connection with the Restricted Stock.



 


***


 




    	C-3



    	 



    

 


Exhibit
D


 


Form
of Restricted Unit Award Agreement


 


 



 


Hour
Loop, Inc. 


Restricted
Unit Award Agreement


 





	Number
                                            of

                                                                                Restricted
                                            Stock

                                                                                Units
	 	Grant
    Date	 	Vesting
    Schedule/Performance Period/Performance Vesting Requirements
	 	 	 	 	 
	 	 	 	 	 


 


Hour
Loop, Inc., a Delaware corporation (the “Company”), hereby grants to [_________] (the “Participant”, also referred
to as “you”) the Restricted Stock Units (the “Restricted Stock Units” or “RSUs”), pursuant to the
terms of the attached Restricted Unit Award Agreement and the Hour Loop, Inc. 2021 Equity Incentive Plan (the “Plan”).


 


By
signing this cover sheet, you agree to all of the terms and conditions described in the attached Restricted Unit Award Agreement and
this Plan.


 


Participant:
_____________________________


 


Signature:
____________________________


 


Hour
Loop, Inc.


 


By:
___________________________


 


Name:
_________________________


 


Title:
__________________________


 


This
is not a stock certificate or a negotiable instrument. This grant of RSUs is a


voluntary,
revocable grant from the Company and Participant hereby acknowledges that the


Company
has no obligation to make additional grants in the future.


 


UPON
RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY


WILL
BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS


TO
EVIDENCE THE RSUs GRANTED TO YOU.


 




    	D-1



    	 



    

 


Hour
Loop, Inc.


 





RESTRICTED
UNIT AWARD AGREEMENT


 


	1.	Award.
                                            This Restricted Unit Award Agreement (this “Agreement”) evidences the grant to
                                            Participant on the Grant Date set forth on the cover page of this Agreement the Restricted
                                            Stock Units as set forth therein (the “Restricted Stock Units” or “RSUs”)
                                            under the Hour Loop, Inc. 2021 Equity Incentive Plan (the “Plan”). As used herein,
                                            the term “Restricted Stock Unit” or “RSU” shall mean a non-voting
                                            unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding
                                            Share solely for purposes of this Plan and this Agreement. The Restricted Stock Units shall
                                            be used solely as a device for the determination of the payment to eventually be made to
                                            the Participant if such Restricted Stock Units vest pursuant to this Award Agreement. The
                                            Restricted Stock Units shall not be treated as property or as a trust fund of any kind. Any
                                            capitalized, but undefined, term used in this Agreement shall have the meaning ascribed to
                                            it in this Plan.



 


	2.	Non-Transferability
                                            of the RSUs. Your RSUs may not be transferred, assigned, pledged or hypothecated, whether
                                            by operation of law or otherwise, nor may the RSUs be made subject to execution, attachment
                                            or similar process. Except as may be required by federal income tax withholding provisions
                                            or by the tax laws of any state, your interests (and the interests of your beneficiaries,
                                            if any) under this Agreement are not subject to the claims of your creditors and may not
                                            be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated,
                                            or encumbered. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber,
                                            charge or otherwise dispose of any right to benefits payable hereunder shall be void. Your
                                            rights to your RSUs are no greater than that of other general, unsecured creditors of the
                                            Company.



 


	3.	Vesting.
                                            Subject to the terms and conditions set forth in this Agreement, the RSUs covered by this
                                            grant shall vest on the vesting date set forth on the cover page of this Agreement and subject
                                            to the satisfaction or attainment of the performance criteria set forth therein, if any,
                                            provided the Participant is employed by the Company on the date of vesting. The Administrator
                                            may not accelerate vesting of Restricted Stock Units for any reason.



 


	4.	Dividends.
                                            Participant shall not be entitled to any cash, securities or property that would have been
                                            paid or distributed as dividends with respect to the RSUs subject to this Agreement prior
                                            to the date the RSUs are delivered to Participant; provided, however, that the Company shall
                                            keep a hypothetical account in which any such items shall be recorded, and shall pay to Participant
                                            the amount of such dividends (in cash or in kind as determined by the Company) on the same
                                            date that the RSUs to which such payments or distributions relate are required to be delivered
                                            under this Agreement.



 


	5.	Timing
                                            and Manner of Payment on RSUs.



 


		(a)	On
                                            or as soon as administratively practical following the vesting event pursuant to this Agreement
                                            (and in all events not later than two and one-half (21⁄2) months after such vesting
                                            event), the Company shall deliver to the Participant a number of Shares (either by delivering
                                            one or more certificates for such Shares or by entering such Shares in book entry form, as
                                            determined by the Company in its discretion) equal to the number of Shares subject to the
                                            RSU that vest on the Vesting Date, less any withholding or expenses as set forth herein,
                                            or may settle the RSU in cash or other payment as provided in this Plan, as determined by
                                            the Administrator. The Company’s obligation to deliver Shares or otherwise make payment
                                            with respect to vested RSUs is subject to the condition precedent that the Participant or
                                            other person entitled under this Plan to receive any Shares or payment with respect to the
                                            vested RSUs deliver to the Company any representations or other documents or assurances required
                                            pursuant to this Plan. The Participant shall have no further rights with respect to any RSUs
                                            that are paid or that terminate pursuant to this Agreement or this Plan.



 




    	D-2



    	 



    




 


		(b)	Certain
                                            Limitations. Notwithstanding the foregoing provisions of this Section 3, delivery of
                                            Shares or other payment, if any, with respect to RSUs by reason of Participant’s termination
                                            of employment shall be delayed until the six (6) month anniversary of the date of Participant’s
                                            termination of employment to the extent necessary to comply with Code Section 409A(a)(B)(i),
                                            and the determination of whether or not there has been a termination of Participant’s
                                            employment with the Company shall be made by the Administrator consistent with the definition
                                            of “separation from service” (as that phrase is used for purposes of Code Section
                                            409A, and as set forth in Treasury Regulation Section 1.409A-1(h)).



 


	6.	Rights
                                            of Participant. Participant shall have none of the rights of a shareholder at any time
                                            prior to the delivery of any Shares pursuant to the RSUs subject to this Agreement, except
                                            as expressly set forth in this Plan or herein.



 


	7.	Withholding
                                            Taxes. Participant shall be responsible to pay to the Company the amount of withholding
                                            taxes as determined by the Company with respect to the date the RSUs are settled. If Participant
                                            does not arrange for payment of the applicable withholding taxes by providing such amount
                                            to the Company in cash prior to the date established by the Company as the deadline for such
                                            payment, Participant shall be treated as having elected to relinquish to the Company a portion
                                            of the Shares that would otherwise have been transferred to Participant having a fair market
                                            value, based on the Fair Market Value of the Common Stock on the business day immediately
                                            preceding the date of delivery of the Shares, equal to the amount of such applicable withholding
                                            taxes, in lieu of paying such amount to the Company in cash, or an amount in cash if the
                                            RSU is settled in cash. Participant authorizes the Company to withhold in accordance with
                                            applicable law from any compensation payable to him or her any taxes required to be withheld
                                            for federal, state or local law in connection with this Agreement.



 


	8.	Legal
                                            Requirements. If the listing, registration or qualification of Shares deliverable in
                                            respect of an RSU upon any Securities Exchange or any Applicable Requirement, or the consent
                                            or approval of any governmental regulatory body is necessary as a condition of or in connection
                                            with the issuance of such Shares, the Company shall not be obligated to issue or deliver
                                            such Shares unless and until such Applicable Requirements shall have been effected or obtained.
                                            If registration is considered unnecessary by the Company or its counsel, the Company may
                                            cause a legend to be placed on any Shares being issued calling attention to the fact that
                                            they have been acquired for investment and have not been registered. The Administrator may
                                            from time to time impose any other conditions on the Shares it deems necessary or advisable
                                            to ensure that Shares are issued and resold in compliance with the Securities Act of 1933,
                                            as amended.



 


	9.	Severability.
                                            Should a court of competent jurisdiction deem any of the provisions in this Agreement to
                                            be unenforceable in any respect, it is the intention of the parties to this Agreement that
                                            this Agreement be deemed, without further action on the part of the parties hereto, modified,
                                            amended and limited to the extent necessary to render the same valid and enforceable. It
                                            is further the parties’ intent that all provisions not deemed to be overbroad shall
                                            be given their full force and effect. You acknowledge that you are freely, knowingly and
                                            voluntarily entering into this Agreement after having an opportunity for consultation with
                                            your own independent counsel.



 




    	D-3



    	 



    




 


	10.	Notices.
                                            Any notice to be given to the Company shall be addressed to the Administrator at its principal
                                            executive office, and any notice to be given to the Participant shall be addressed to the
                                            Participant at the address then appearing on the personnel or other records of the Company,
                                            or at such other address as either party hereafter may designate in writing to the other.
                                            Any such notice shall be deemed to have been duly given when deposited in the United States
                                            mail, addressed as aforesaid, registered or certified mail, and with proper postage and registration
                                            or certification fees prepaid.



 


	11.	Reservation
                                            of Right to Terminate. Nothing herein contained shall affect the right of the Company
                                            or any Affiliate to terminate the Participant in its applicable capacity as a Service Provider
                                            at any time for any reason whatsoever.



 


	12.	Choice
                                            of Law; Jurisdiction. This Grant shall be governed by and construed and interpreted in
                                            accordance with the substantive laws of the State of Delaware, without giving effect to any
                                            conflicts of law rule or principle that might require the application of the laws of another
                                            jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT
                                            SHALL BE INSTITUTED SOLELY IN THE COURTS OF THE STATE OF DELAWARE OR THE FEDERAL COURTS OF
                                            THE UNITED STATES LOCATED IN DELAWARE AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL
                                            JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.



 


	13.	Taxes.
                                            You agree to comply with the appropriate procedures established by the Company, from time
                                            to time, to provide for payment or withholding of such income or other taxes as may be required
                                            by law to be paid or withheld in connection with the RSUs.



 


***


 




    	D-4