ENERGOUS CORPORATION


 


2014 NON-EMPLOYEE EQUITY COMPENSATION
PLAN


 


Energous Corporation, a Delaware corporation
(the “Company”), sets forth herein the terms of its 2014 Non-employee Equity Compensation Plan (the “Plan”),
as follows:


 


		1.	PURPOSE



 


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


 


		2.	DEFINITIONS



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2.9. “Committee”
means the Compensation Committee of the Board, or such other committee as determined by the Board.
The Compensation Committee of the Board may, in its discretion, designate a subcommittee of its members to serve as the Committee
(to the extent the Board has not designated another person, committee or entity as the Committee). Following the Initial Public
Offering, (i) the Board will cause the Committee to satisfy the applicable requirements of any stock exchange on which the Common
Stock may then be listed; and (ii) for purposes of Awards to Grantees who are subject to Section 16 of the Exchange Act, Committee
means all of the members of the Compensation Committee who are “non-employee directors” within the meaning of Rule
16b-3 adopted under the Exchange Act.


 




    	 



    	 



    

 


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


 


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


 


2.12. “Consultant”
means a consultant or advisor that provides bona fide services to the Company or any Affiliate
and who qualifies as a consultant or advisor under Rule 701 of the Securities Act (during any period in which the Company is not
a public company subject to the reporting requirements of the Exchange Act) or Form S-8 (during any period in which the Company
is a public company subject to the reporting requirements of the Exchange Act).


 


2.13. “Effective
Date” means March 10, 2014, the date the Plan was approved by the Company’s stockholders.



 


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



 


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



 


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


 


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


 


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


 


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


 


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


 


2.21. “Initial
Public Offering” means the initial public offering of shares of Common Stock pursuant to
a registration statement (other than a Form S-8 or successor forms) filed with, and declared effective by, the SEC.


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


2.29. “Performance
Award” means an Award made subject to the attainment of performance goals (as described
in Section 12) over a performance period of at least one year. 


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


		3.	ADMINISTRATION OF THE PLAN



 


3.1. General.


 


The Board shall have such powers and authorities
related to the administration of the Plan as are consistent with the Company’s certificate of incorporation and bylaws and
applicable law. The Board shall have the power and authority to delegate its responsibilities hereunder to the Committee, which
shall have full authority to act in accordance with its charter (as in effect from time to time), and with respect to the authority
of the Board to act hereunder, all references to the Board shall be deemed to include a reference to the Committee, to the extent
such power or responsibilities have been delegated. Except as specifically provided in Section 14 or as otherwise may be
required by applicable law, regulatory requirement or the certificate of incorporation or the bylaws of the Company, the Board
shall have full power and authority to take all actions and to make all determinations required or provided for under the Plan,
any Award or any Award Agreement, and shall have full power and authority to take all such other actions and make all such other
determinations not inconsistent with the specific terms and provisions of the Plan that the Board deems to be necessary or appropriate
to the administration of the Plan. Following the Initial Public Offering, the Committee shall administer the Plan; provided, however,
the Board shall retain the right to exercise the authority of the Committee to the extent consistent with applicable law and the
applicable requirements of any securities exchange on which the Common Stock may then be listed. The interpretation and construction
by the Board of any provision of the Plan, any Award or any Award Agreement shall be final, binding and conclusive. Without limitation,
the Board shall have full and final authority, subject to the other terms and conditions of the Plan, to:


 


(i)         designate Grantees;


 


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


 


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


 




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


 


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


 


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


 


3.2. Award
Agreements; Clawbacks.


 


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


 


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


 


3.3. Deferral
Arrangement. 


 


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


 


3.4. No
Liability. 


 


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


 


3.5. Book
Entry. 


 


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


 


		4.	STOCK SUBJECT TO THE PLAN



 


4.1. Authorized
Number of Shares.


 


Subject to adjustment under Section 15,
the aggregate number of shares of Common Stock that may be initially issued pursuant to the Plan is 997,500; provided that
upon completion of the reverse stock split implemented by the Company in connection with the Initial Public Offering and in lieu
of an adjustment pursuant to Section 15 hereof, the number of shares that may be initially issued pursuant to the Plan shall be
adjusted concurrently therewith so that it shall equal 250,000 shares of Common Stock. Shares issued under the Plan may consist
in whole or in part of authorized but unissued shares, treasury shares, or shares purchased on the open market or otherwise, all
as determined by the Company from time to time.


 




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4.2. Share
Counting.


 


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


 


		5.	EFFECTIVE DATE, DURATION AND AMENDMENTS



 


5.1. Term.



 


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


 


5.2. Amendment
and Termination of the Plan. 


 


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


 


		6.	AWARD ELIGIBILITY AND LIMITATIONS



 


6.1. Service
Providers. 


 


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


 


6.2. Successive
Awards. 


 


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


 




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6.3. Stand-Alone,
Additional, Tandem, and Substitute Awards. 


 


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


 


		7.	AWARD AGREEMENT



 


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


 


		8.	TERMS AND CONDITIONS OF OPTIONS



 


8.1. Option
Price. 


 


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


 


8.2. Vesting.



 


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


 


8.3. Term.



 


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


 


8.4. Limitations
on Exercise of Option. 


 


Notwithstanding any other provision of the
Plan, in no event may any Option be exercised, in whole or in part, (i) prior to the date the Plan is approved by the stockholders
of the Company as provided herein or (ii) after the occurrence of an event which results in termination of the Option.


 


8.5. Method
of Exercise. 


 


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


 




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8.6. Rights
of Holders of Options. 


 


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


 


8.7. Delivery
of Stock Certificates. 


 


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


 


		9.	TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS



 


9.1. Right
to Payment. 


 


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


 


9.2. Other
Terms. 


 


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


 


9.3. Term
of SARs. 


 


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


 


9.4. Payment
of SAR Amount. 


 


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


 


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


 


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


 




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



 


10.1. Restrictions.



 


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


 


10.2. Restricted
Stock Certificates. 


 


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


 


10.3. Rights
of Holders of Restricted Stock. 


 


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


 


10.4. Rights
of Holders of Restricted Stock Units. 


 


10.4.1. Settlement
of Restricted Stock Units. 


 


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


 


10.4.2. Voting
and Dividend Rights. 


 


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


 


10.4.3. Creditor’s
Rights. 


 


A holder of Restricted Stock Units shall
have no rights other than those of a general creditor of the Company. Restricted Stock Units represent an unfunded and unsecured
obligation of the Company, subject to the terms and conditions of the applicable Award Agreement.


 




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10.5. Purchase
of Restricted Stock. 


 


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


 


10.6. Delivery
of Stock. 


 


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


 


		11.	FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK



 


11.1. General
Rule. 


 


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


 


11.2. Surrender
of Stock. 


 


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


 


11.3. Cashless
Exercise. 


 


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


 


11.4. Other
Forms of Payment. 


 


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


 


		12.	TERMS AND CONDITIONS OF PERFORMANCE AWARDS



  


12.1. Performance
Conditions. 


 


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


 




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12.2. Settlement of Performance Awards;
Other Terms.


 


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


 


		13.	OTHER STOCK-BASED AWARDS



 


13.1. Grant
of Other Stock-based Awards.


 


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


 


13.2. Terms
of Other Stock-based Awards.


 


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


 


		14.	REQUIREMENTS OF LAW



 


14.1. General.



 


The Company shall not be required to sell
or issue any shares of Stock under any Award if the sale or issuance of such shares would constitute a violation by the Grantee,
any other individual exercising an Option, or the Company of any provision of any law or regulation of any governmental authority,
including without limitation any federal or state securities laws or regulations. If at any time the Company shall determine, in
its discretion, that the listing, registration or qualification of any shares subject to an Award upon any securities exchange
or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase
of shares hereunder, no shares of Stock may be issued or sold to the Grantee or any other individual exercising an Option pursuant
to such Award unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the
Award. Specifically, in connection with the Securities Act, upon the exercise of any Option or the delivery of any shares of Stock
underlying an Award, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by
such Award, the Company shall not be required to sell or issue such shares unless the Board has received evidence satisfactory
to it that the Grantee or any other individual exercising an Option may acquire such shares pursuant to an exemption from registration
under the Securities Act. Any determination in this connection by the Board shall be final, binding, and conclusive. The Company
may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Company
shall not be obligated to take any affirmative action in order to cause the exercise of an Option or the issuance of shares of
Stock pursuant to the Plan to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly
imposes the requirement that an Option shall not be exercisable until the shares of Stock covered by such Option are registered
or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply)
shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption.


 




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


 


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


 


14.3. Rule
16b-3. 


 


During any time when the Company has a class
of equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards and the exercise
of Options granted to officers and directors hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange
Act. To the extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of
Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect
the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify
this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption
or its replacement.


 


		15.	EFFECT OF CHANGES IN CAPITALIZATION



 


15.1. Adjustments
for Changes in Capital Structure. 


 


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


 




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15.2. Change
in Control. 


 


15.2.1. Consequences
of a Change in Control.


 


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


 


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


 


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


 


(c)          Cash-Out
of Awards. The Board may, in its discretion and without the consent of any Grantee, determine that, upon the occurrence
of a Change in Control, each or any Award or a portion thereof outstanding immediately prior to the Change in Control and not previously
exercised or settled shall be canceled in exchange for a payment with respect to each vested share (and each unvested share, if
so determined by the Board) of Stock subject to such canceled Award in (i) cash, (ii) stock of the Company or of a corporation
or other business entity a party to the Change in Control, or (iii) other property which, in any such case, shall be in an
amount having a Fair Market Value equal to the Fair Market Value of the consideration to be paid per share of Stock in the Change
in Control, reduced by the exercise or purchase price per share, if any, under such Award. If any portion of such consideration
may be received by holders of Stock pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its sole
discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s
good faith estimate of the present value of the probable future payment of such consideration. In the event such determination
is made by the Board, the amount of such payment (reduced by applicable withholding taxes, if any) shall be paid to Grantees in
respect of the vested portions of their canceled Awards as soon as practicable following the date of the Change in Control and
in respect of the unvested portions of their canceled Awards in accordance with the vesting schedules applicable to such Awards.
For avoidance of doubt, if the amount determined pursuant to this Section 15.2.1(c) for an Option or SAR is zero or less,
the affected Option or SAR may be cancelled without any payment therefore.


 




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15.2.2. Change
in Control Defined.


 


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


 


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


 


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


 


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


 


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


 


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


 


15.3. Adjustments.



 


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


 


		16.	NO LIMITATIONS ON COMPANY



 


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


 




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		17.	TERMS APPLICABLE GENERALLY TO AWARDS GRANTED UNDER
THE PLAN



 


17.1. Disclaimer
of Rights. 


 


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


 


17.2. Nonexclusivity
of the Plan. 


 


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


 


17.3. Withholding
Taxes. 


 


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


 




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17.4. Right
of First Refusal; Right to Repurchase. 


 


17.4.1. Right
of First Refusal. 


 


Except as otherwise expressly provided in
an Award Agreement, stockholders’ agreement or other agreement to which a Holder is a party, at any time prior to registration
by the Company of its Common Stock under Section 12 of the Exchange Act, in the event that the Holder desires at any time to sell
or otherwise transfer all or any part of such Holder’s Issued Shares (to the extent vested), the Holder first shall give
written notice to the Company of the Holder’s intention to make such transfer. Such notice shall state the number of Issued
Shares which the Holder proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale
is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice
by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the
terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing
or delivering written notice to the Holder within the foregoing 30-day period. If the Company or its assigns elect to exercise
its purchase rights under this Section 17.4.1, the closing for such purchase shall, in any event, take place within 45 days
after the receipt by the Company of the initial notice from the Holder. In the event that the Company or its assigns do not elect
to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such
45-day period, the Holder may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price
and on the same terms as specified in the Holder’s notice. Any Issued Shares purchased by such proposed transferee shall
no longer be subject to the terms of the Plan. Any Issued Shares not sold to the proposed transferee shall remain subject to the
Plan.


 


17.4.2. Right
of Repurchase. 


 


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


 


17.5. Market
Standoff Requirement. 


 


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


 


17.6. Captions.



 


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


 


17.7. Other
Provisions. 


 


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


 




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17.8. Number
and Gender. 


 


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


 


17.9. Severability.



 


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


 


17.10. Governing
Law. 


 


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


 


17.11. Section 409A.



 


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


 


17.12. Separation
from Service. 


 


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


 


17.13. Transferability
of Awards and Issued Shares. 


 


17.13.1. Transfers
in General.


 


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


 




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17.13.2. Family
Transfers. 


 


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


 


17.13.3. Issued
Shares. 


 


No Issued Shares shall be sold, assigned,
transferred, pledged, hypothecated, given away or in any other manner disposed of or encumbered, whether voluntarily or by operation
of law, unless (i) such transfer is in compliance with the terms of the applicable Award, all applicable securities laws, and with
the terms and conditions of the Plan (including Sections 17.4 and 17.5 and this Section 17.13.3), (ii) such
transfer does not cause the Company to become subject to the reporting requirements of the Exchange Act, and (iii) the transferee
consents in writing to be bound by the provisions of the Plan (including Sections 17.4 and 17.5 and this Section
17.13.3). In connection with any proposed transfer, the Board may require the transferor to provide at the transferor’s
own expense an opinion of counsel to the transferor, satisfactory to the Board, that such transfer is in compliance with all foreign,
federal and state securities laws. Any attempted disposition of Issued Shares not in accordance with the terms and conditions of
this Section 17.13.3 shall be null and void, and the Company shall not reflect on its records any change in record ownership
of any Issued Shares as a result of any such disposition, shall otherwise refuse to recognize any such disposition and shall not
in any way give effect to any such disposition of Issued Shares. Subject to the foregoing general provisions, and unless otherwise
provided in the agreement with respect to a particular Award, Issued Shares may be transferred pursuant to the following specific
terms and conditions:


 


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


 


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


 


17.14. Dividends
and Dividend Equivalent Rights. 


 


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


 


Adopted by the Board on March 6, 2014

Approved by Stockholders on March 10, 2014

Termination Date: March 10, 2024


 




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