EXHIBIT 10.1


 


GREEN REMANUFACTURING SOLUTIONS, INC.


2014 EQUITY INCENTIVE PLAN


 


1.Purpose.
The purpose of this Equity Incentive Plan (the “Plan”) is to advance the interests of Green Remanufacturing
Solutions, Inc. (the “Company”) and its Affiliates (as defined below) by inducing eligible individuals of outstanding
ability and potential to join and remain with, or to provide consulting or advisory services to, the Company or its Affiliates,
by encouraging and enabling eligible employees, Outside Directors (as defined below), consultants, and advisors to acquire proprietary
interests in the Company, and by providing participating eligible employees, Outside Directors, consultants, and advisors with
an additional incentive to promote the success of the Company. These purposes are accomplished by providing for the granting of
Incentive Stock Options, Nonqualified Stock Options, Reload Options, Stock Appreciation Rights, and Restricted Stock (all as defined
below) to eligible employees, Outside Directors, consultants, and advisors.


 


2. Definitions.
As used in the Plan, the following terms have the meanings indicated:


 


(a) “Affiliate”
means a “parent corporation” or a “subsidiary corporation” (as set forth in Code Sections 424(e) and 424(f),
respectively) of the Company.


 


(b) “Applicable
Withholding Taxes” means the aggregate minimum amount of federal, state, local, and foreign income, payroll, and other
taxes that an Employer is required to withhold in connection with the grant, vesting, or exercise of any Award.


 


(c) “Award”
means an Incentive Stock Option, a Nonqualified Stock Option, a Reload Option, a Stock Appreciation Right, or Restricted Stock.


 


(d) “Beneficiary”
means the person or entity designated by the Participant, in a form approved by the Company, to exercise the Participant’s
rights with respect to an Award after the Participant’s death. If the Participant does not validly designate a Beneficiary,
or if the designated person no longer exists, then the Participant’s Beneficiary shall be his or her estate.


 


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


 


(f) “Cause”
shall have the same meaning given to such term (or other term of similar meaning) in an Employment Agreement for purposes of termination
of employment under such agreement, and in the absence of any such agreement or if such agreement does not include a definition
of “Cause” (or other term of similar meaning), the term “Cause” shall mean (i) any material breach by the
Participant of any agreement to which the Participant and the Company or an Affiliate are parties, (ii) any continuing act or omission
to act by the Participant which may have a material and adverse effect on the Company’s business or on the Participant’s
ability to perform services for the Company or an Affiliate, including, without limitation, the commission of any crime (other
than minor traffic violations), or (iii) any material misconduct or material neglect of duties by the Participant in connection
with the business or affairs of the Company or an Affiliate.


 


(g) “Change
in Control” means, unless such term or an equivalent term is otherwise defined with respect to an Award by the Participant’s
Award agreement, any Employment Agreement or in a written contract of service, the occurrence of any of the following:


 






    	 



    	 



    

 


(i) any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial
owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company
representing more than fifty percent (50%) of the total combined voting power of the Company’s then-outstanding securities
entitled to vote generally in the election of Directors; provided, however, that the following acquisitions shall not constitute
a Change in Control: (1) an acquisition by any such person who on the Effective Date is the beneficial owner of more than
fifty percent (50%) of such voting power, (2) any acquisition directly from the Company, including, without limitation, a
public offering of securities, (3) any acquisition by the Company, (4) any acquisition by a trustee or other fiduciary
under an employee benefit plan of a Participating Company or (5) any acquisition by an entity owned directly or indirectly
by the stockholders of the Company in substantially the same proportions as their ownership of the voting securities of the Company;
or


 


(ii) an
Ownership Change Event or series of related Ownership Change Events (collectively, a “Transaction”) in
which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction direct
or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding securities
entitled to vote generally in the election of Directors or, in the case of an Ownership Change Event described in Section 2(x)(iii),
the entity to which the assets of the Company were transferred (the “Transferee”), as the case may be;
or


 


(iii) a
liquidation or dissolution of the Company.


 


provided, however, that a Change in Control
shall be deemed not to include a transaction described in subsections (i) or (ii) of this paragraph (g) in which a majority of
the members of the board of directors of the continuing, surviving or successor entity, or parent thereof, immediately after such
transaction is comprised of incumbent Directors. For purposes of the preceding sentence, 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 or the Transferee, as the case may be, either directly or through one or more subsidiary corporations
or other business entities. The Committee shall have the right to determine whether multiple sales or exchanges of the voting securities
of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.


 


(h) “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and any rulings or regulations promulgated thereunder.


 


(i) “Committee”
means the Board, the Compensation Committee of the Board, or such other committee of the Board as the Board appoints to administer
the Plan; provided, however, that should Section 162(m) of the Code and Section 16 of the Securities Exchange Act of 1934 apply
to Awards under the Plan, if any member of the Committee does not qualify as both an “outside director” for purposes
of Code Section 162(m) and a “non-employee director” for purposes of Rule 16b-3, the remaining members of the Committee
(but not less than two members) shall be constituted as a subcommittee of the Committee to act as the Committee for purposes of
the Plan.


 


(j) “Commission”
means the U.S. Securities and Exchange Commission. 


 


(k) “Company”
means Green Remanufacturing Solutions, Inc., a Nevada corporation, and its subsidiaries. 


 


(l) “Company
Stock” means common stock, par value $.001 per share, of the Company. In the event of a change in the capital structure
of the Company affecting the common stock (as provided in Section 14), the shares resulting from such a change in the common stock
shall be deemed to be Company Stock within the meaning of the Plan.


 






    	 



    	 



    

 


(m) “Date
of Grant” means the date on which the Committee grants an Award, or such future date as may be determined by the Committee.


 


(n) “Disability”
means a disability within the meaning of Code Section 22(e)(3).


 


(o) “Employer”
means the Company and each Affiliate that employs one or more Participants. 


 


(p) “Employment
Agreement” means any written employment or other similar agreement between the Participant and the Company or an Affiliate.


 


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


 


(r) “Fair
Market Value” means on any given date the fair market value of Company Stock as of such date, as determined by the Committee.
If the Company Stock is listed on a national securities exchange or traded on the over-the-counter market, Fair Market Value means
the closing selling price or, if not available, the closing bid price or, if not available, the high bid price of the Company Stock
quoted on such exchange, or on the over-the-counter market as reported by the NASDAQ Stock Market (“NASDAQ”),
or if the Company Stock is not listed on NASDAQ, then by the National Quotation Bureau, Incorporated, on the day immediately preceding
the day on which the Award is granted or exercised, as the case may be, or, if there is no selling or bid price on that day, the
closing selling price, closing bid price, or high bid price on the most recent day which precedes that day and for which such prices
are available.


 


(s) “Incentive
Stock Option” means an Option that qualifies for favorable income tax treatment under Code Section 422.


 


(t) “Mature
Shares” means shares of Company Stock for which the shareholder has good title, free and clear of all liens and encumbrances.


 


(u) “Nonqualified
Stock Option” means an Option that is not an Incentive Stock Option.


 


(v) “Option”
means a right to purchase Company Stock granted under the Plan, at a price determined in accordance with the Plan.


 


(w) “Outside
Director” means a member of the Board who is not an employee of, or a consultant or advisor to, the Company or an Affiliate
as of the Date of Grant. 


 


(x) “Ownership
Change Event” means the occurrence of any of the following with respect to the Company: (i) the direct or indirect
sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%)
of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale,
exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one
or more subsidiaries of the Company).


 


(y) “Participant”
means any employee, Outside Director, consultant, or advisor (including independent contractors, professional advisors, and service
providers) of the Company or an Affiliate who receives an Award under the Plan.


 


(z) “Restricted
Stock” means Company Stock awarded under Section 9 of the Plan.


 






    	 



    	 



    

 


(aa) “Reload
Option” means a reload option grant made in accordance with Section 7 of the Plan.


 


(bb) “Rule
16b-3” means Rule 16b-3 of the Commission promulgated under the Exchange Act. A reference in the Plan to Rule 16b-3 shall
include a reference to any corresponding rule (or number redesignation) of any amendments to Rule 16b-3 enacted after the effective
date of the Plan’s adoption.


 


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


 


(dd) “Stock
Appreciation Right” means a right to receive amounts awarded under Section 


 


3. Stock.
Subject to Section 14 of the Plan, there shall be reserved for issuance under the Plan an aggregate of 214,666 shares of Company
Stock, which may be authorized but unissued shares, or shares held in the Company’s treasury, or shares purchased from stockholders
expressly for use under the Plan. In addition, shares allocable to Awards granted under the Plan that expire, are forfeited, are
cancelled without the delivery of the shares, or otherwise terminate unexercised, may again be available for Awards under the Plan.
For purposes of determining the number of shares that are available for Awards under the Plan, the number shall also include the
number of shares surrendered by a Participant actually or by attestation or retained by the Company in payment of Applicable Withholding
Taxes, and any Mature Shares surrendered by a Participant upon exercise of an Option or in payment of Applicable Withholding Taxes.
Shares issued under the Plan through the settlement, assumption, or substitution of outstanding awards or obligations to grant
future awards as a condition of an Employer acquiring another entity shall not reduce the maximum number of shares available for
delivery under the Plan.


 


4. Eligibility.
Subject to the terms of the Plan, the Committee shall have the power and complete discretion, as provided in Section 13, to select
eligible employees, Outside Directors, consultants, and advisors to receive an Award under the Plan; provided, however, that any
Award shall be subject to the following terms and conditions:


(a) Only
those individuals who are employees (including officers) of the Company or an Affiliate at the Date of Grant shall be eligible
to receive an Incentive Stock Option under the Plan.


 


(b) All
employees (including officers) and Outside Directors of, or consultants and advisors to, either the Company or an Affiliate at
the Date of Grant shall be eligible to receive Nonqualified Stock Options, Stock Appreciation Rights, and Restricted Stock; provided,
however, that Nonqualified Stock Options, Stock Appreciation Rights, and Restricted Stock may not be granted to any such consultants
and advisors unless (i) bona fide services have been or are to be rendered by such consultant or advisor and (ii) such services
are not in connection with the offer or sale of securities in a capital raising transaction.


 


(c) Anything
herein to the contrary notwithstanding, any recipient of an Award under the Plan must be includable in the definition of “employee”
provided in the general instructions to Form S-8 Registration Statement under the Securities Act.


 


(d) The
grant of an Award shall not obligate an Employer to pay any employee, Outside Director, consultant, or advisor any particular amount
of remuneration, to continue the employment of the employee or engagement of the Outside Director, consultant, or advisor after
the grant, or to make further grants to the employee, Outside Director, consultant, or advisor at any time thereafter.


 


5. Stock
Options.


 


(a) The
Committee may make grants of Options to Participants. Except as otherwise provided herein, the Committee shall determine the number
of shares for which Options are granted, the Option exercise price per share, whether the Options are Incentive Stock Options or
Nonqualified Stock Options, and any other terms and conditions to which the Options are subject.


 






    	 



    	 



    

 


(b) The
exercise price of shares of Company Stock covered by an Option shall be not less than 100 percent of the Fair Market Value of Company
Stock on the Date of Grant. Except as provided in Section 14, (i) the exercise price of an Option may not be decreased after the
Date of Grant and (ii) a Participant may not surrender an Option in consideration for the grant of a new Option with a lower exercise
price or another Award. 


 


(c) All
Options granted hereunder shall be subject to the following terms and conditions:


 


(i) All
Options shall be evidenced by a written stock option agreement (the “Stock Option Agreement”) setting forth
all the relevant terms of the Award.


 


(ii) No
Option shall be exercisable more than 10 years after the Date of Grant.


 


(iii) The
aggregate Fair Market Value, determined at the Date of Grant, of shares for which Incentive Stock Options become exercisable by
a Participant during any calendar year shall not exceed $100,000 and any amount in excess of $100,000 shall be treated as a Non-Qualified
Stock Option. The maximum aggregate number of shares for which Incentive Stock Options may be issued under the Plan to any Participant
in any calendar year shall be 200,000.


 


(iv) If
an Incentive Stock Option is granted to an employee who owns, at the Date of Grant, more than 10 percent of the total combined
voting power of all classes of stock of the Company or an Affiliate, then (A) the option price of the shares subject to the Incentive
Stock Option shall be at least 110% of the Fair Market Value of the Company Stock at the Date of Grant and (B) such Incentive Stock
Option shall not be exercisable after the expiration of 5 years from the Date of Grant.


 


(v) Subject
to earlier termination of the Option as otherwise provided herein and unless otherwise provided in any Employment Agreement or
as provided by the Committee in the grant of an Option and set forth in or incorporated into the Stock Option Agreement: (A) if
the employment of an employee by, or the services of an Outside Director for, or consultant or advisor to, the Company or an Affiliate
should be terminated for Cause or terminated voluntarily by the grantee, then any outstanding Option shall terminate immediately,
(B) if such employment or services terminates for any other reason, any such Option exercisable as of the date of termination may
be exercised at any time within three months of termination. For purposes of this subsection, (y) the retirement of an individual
either pursuant to a pension or retirement plan maintained by the Company or an Affiliate or at the applicable normal retirement
date prescribed from time to time by the Company shall be deemed to be termination of the individual’s employment other than
voluntarily or for Cause, and (z) an individual who leaves the employ or services of the Company or an Affiliate to become an employee
or Outside Director of, or a consultant or advisor to, an entity that has assumed the Option as a result of a corporate reorganization
or the like shall not be considered to have terminated employment or services.


 


(vi) Subject
to earlier termination of the Option as otherwise provided herein and unless otherwise provided in any Employment Agreement or
as provided by the Committee in the grant of an Option and set forth in or incorporated into the Stock Option Agreement, if the
holder of an Option under the Plan ceases employment or services because of Disability while employed by, or while serving as an
Outside Director for or a consultant or advisor to, the Company or an Affiliate, then such Option may, subject to the provisions
of subsection (viii) below, be exercised at any time within one year after the termination of employment or services due to the
Disability.


 


(vii) Subject
to earlier termination of the Option as otherwise provided herein and unless otherwise provided in any Employment Agreement or
as provided by the Committee in the grant of an Option and set forth in or incorporated into the Stock Option Agreement, if the
holder of an Option under the Plan dies (A) while employed by, or while serving as an Outside Director for or a consultant or advisor
to, the Company or an Affiliate, or (B) within three months after the termination of employment or services other than voluntarily
by the grantee or for Cause, then such Option may, subject to the provisions of subsection (viii) below, be exercised by the Participant’s
Beneficiary at any time within one year after the Participant’s death.


 






    	 



    	 



    

 


(viii) An
Option may not be exercised after termination of employment, termination of directorship, termination of consulting or advisory
services, Disability or death except to the extent that the holder was entitled to exercise the Option at the time of such termination
or as otherwise provided in a currently effective written Employment Agreement, consulting agreement or other related agreement
executed between the Company and the employee, Outside Director or consultant or advisor, and in any event may not be exercised
after the expiration of the Option in accordance with the terms of the grant.


 


(ix) The
employment relationship of an employee of the Company or an Affiliate shall be treated as continuing intact while the employee
is on military or sick leave or other bona fide leave of absence if such leave does not exceed 90 days or, if longer, so long as
the employee’s right to reemployment is guaranteed either by statute or by contract.


 


(d) The
holder of any Option granted under the Plan shall have none of the rights of a stockholder with respect to the shares covered by
the Option until such stock shall be transferred to the holder upon the exercise of the Option.


 


6. Grants
to Outside Directors. Awards, other than Incentive Stock Options, may be made to Outside Directors. The Committee shall
have the power and complete discretion to select Outside Directors to receive Awards. The Committee shall have the complete discretion,
under provisions consistent with Section 13, to determine the terms and conditions, the nature of the Award and the number of shares
to be allocated as part of each Award for each Outside Director. The grant of an Award shall not obligate the Company to make further
grants to the Outside Director at any time thereafter or to retain any person as a director for any period of time.


 


7. Reload
Options. The Committee may grant Options with a reload feature. A reload feature shall only apply when the exercise price
is paid by delivery of Company Stock in accordance with Section 10. The Stock Option Agreement for the Option containing the reload
feature shall provide that the holder of the Option shall receive, contemporaneously with the payment of the exercise price in
shares of Company Stock, a Reload Option to purchase that number of shares of Company Stock equal to the sum of (i) the number
of shares used to exercise the Option, and (ii) with respect to Nonqualified Stock Options, the number of shares used to satisfy
Applicable Withholding Taxes. The terms of the Plan applicable to the Option shall be equally applicable to the Reload Option with
the following exceptions: the option price per share of Company Stock deliverable upon the exercise of the Reload Option (i) in
the case of a Reload Option that is an Incentive Stock Option being granted to a Participant who owns more than 10 percent of the
total combined voting power of all classes of stock of the Company or an Affiliate, shall be 110% of the Fair Market Value of a
share of Company Stock on the Date of Grant of the Reload Option, and (ii) in the case of a Reload Option which is an Incentive
Stock Option being granted to any other Participant, or which is a Nonqualified Stock Option, shall be the Fair Market Value of
a share of Company Stock on the Date of Grant of the Reload Option. The term of the Reload Option shall be the same as the Option
which gave rise to the Reload Option. If the exercise price of an Option containing a reload feature is paid in cash and not in
shares of Company Stock, the reload feature shall have no application with respect to such exercise.


 


8. Stock
Appreciation Rights. Concurrently with the award of any Option to purchase one or more shares of Company Stock, the Committee
may, in its sole discretion, award to the optionee with respect to each share of Company Stock covered by an Option a related Stock
Appreciation Right, which permits the optionee to be paid the appreciation on the related Option in lieu of exercising the Option.
The Committee shall establish as to each award of Stock Appreciation Rights the terms and conditions to which the Stock Appreciation
Rights are subject; provided, however, that the following terms and conditions shall apply to all Stock Appreciation Rights:


 






    	 



    	 



    

 


(a) A
Stock Appreciation Right granted with respect to an Incentive Stock Option must be granted together with the related Option. A
Stock Appreciation Right granted with respect to a Nonqualified Stock Option may be granted together with the grant of the related
Option.


 


(b) A
Stock Appreciation Right shall entitle the Participant, upon exercise of the Stock Appreciation Right, to receive in exchange an
amount equal to the excess of (i) the Fair Market Value on the date of exercise of Company Stock covered by the surrendered Stock
Appreciation Right over (ii) the Fair Market Value of Company Stock on the Date of Grant of the Stock Appreciation Right. The Committee
may limit the amount that the Participant will be entitled to receive upon exercise of a Stock Appreciation Right.


 


(c) A
Stock Appreciation Right may be exercised only if and to the extent the underlying Option is exercisable, and a Stock Appreciation
Right may not be exercisable in any event more than 10 years after the Date of Grant.


 


(d) A
Stock Appreciation Right may only be exercised at a time when the Fair Market Value of Company Stock covered by the Stock Appreciation
Right exceeds the Fair Market Value of Company Stock on the Date of Grant of the Stock Appreciation Right. The Stock Appreciation
Right may provide for payment in Company Stock or cash, or a fixed combination of Company Stock and cash, or the Committee may
reserve the right to determine the manner of payment at the time the Stock Appreciation Right is exercised.


 


(e) To
the extent a Stock Appreciation Right is exercised, the underlying Option shall be cancelled, and the shares of Company Stock represented
by the Option shall no longer be available for Awards under the Plan.


 


9. Restricted
Stock Awards.


 


(a) The
Committee may make grants of Restricted Stock to a Participant. The Committee shall establish as to each award of Restricted Stock
the terms and conditions to which the Restricted Stock is subject, including the period of time before which all restrictions shall
lapse and the Participant shall have full ownership of the Company Stock. The Committee in its discretion may award Restricted
Stock without cash consideration. All Restricted Stock Awards shall be evidenced by a Restricted Stock Agreement setting forth
all the relevant terms of the Award.


 


(b) Restricted
Stock may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered or disposed of until the restrictions
have lapsed or been removed. Certificates representing Restricted Stock shall be held by the Company until the restrictions lapse,
and the Participant shall provide the Company with appropriate stock powers endorsed in blank.


 


10. Method
of Exercise of Options.


 


(a) Options
may be exercised by the Participant (or his or her legal guardian or personal representative) by giving written notice of the exercise
to the Company at its principal office (attention of the Corporate Secretary) pursuant to procedures established by the Company.
The notice shall state the number of shares the Participant has elected to purchase under the Option. Such notice shall be accompanied,
or followed within 10 days of delivery thereof, by payment of the full exercise price of such shares. The exercise price may be
paid in cash by means of a check payable to the order of the Company or, if the terms of an Option permit, (i) by delivery or attestation
of Mature Shares (valued at their Fair Market Value) in satisfaction of all or any part of the exercise price, (ii) by delivery
of a properly executed exercise notice with irrevocable instructions to a broker to deliver to the Company the amount necessary
to pay the exercise price from the sale or proceeds of a loan from the broker with respect to the sale of Company Stock or a broker
loan secured by the Company Stock, (iii) by such other consideration as may be approved by the Committee from time to time
to the extent permitted by applicable law, or (iv) by any combination of (i) through (iii) hereof.


 






    	 



    	 



    

 


(b) Unless
prior to the exercise of the Option the shares issuable upon such exercise have been registered with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, the notice of exercise shall be accompanied by a representation or agreement
of the individual or entity exercising the Option to the Company to the effect that such shares are being acquired for investment
purposes and not with a view to the distribution thereof, and such other documentation as may be required by the Company, unless
in the opinion of counsel to the Company such representation, agreement or documentation is not necessary to comply with any such
act.


 


(c) The
Company shall not be obligated to deliver any Company Stock until the shares have been listed on each securities exchange or market
on which the Company Stock may then be listed or until there has been qualification under or compliance with such federal or state
laws, rules or regulations as the Company may deem applicable. The Company shall use reasonable efforts to obtain such listing,
qualification and compliance.


 


11. Tax
Withholding. Each Participant shall agree as a condition of receiving an Award payable in the form of Company Stock to
pay to the Employer, or make arrangements satisfactory to the Employer regarding the payment to the Employer of, Applicable Withholding
Taxes. Under procedures established by the Committee or its delegate, a Participant may elect to satisfy Applicable Withholding
Taxes by (i) making a cash payment or authorizing additional withholding from cash compensation, (ii) delivering Mature Shares
(valued at their Fair Market Value), or (iii) if the applicable Stock Option Agreement or Restricted Stock Agreement permits, having
the Company retain that number of shares of Company Stock (valued at their Fair Market Value) that would satisfy all or a specified
portion of the Applicable Withholding Taxes.


 


12. Transferability
of Awards. Awards shall not be transferable except by will or by the laws of descent and distribution.


 


13. Administration
of the Plan.


 


(a) The
Committee shall administer the Plan. Subject to the terms and conditions set forth in the Plan, the Committee shall have general
authority to impose any term, limitation, or condition upon an Award that the Committee deems appropriate to achieve the objectives
of the Award and of the Plan. The Committee may adopt rules and regulations for carrying out the Plan with respect to Participants
and Beneficiaries. The interpretation and construction of any provision of the Plan by the Committee shall be final and conclusive
as to any Participant or Beneficiary.


 


(b) The
Committee shall have the power to amend the terms and conditions of previously granted Awards so long as the terms as amended are
consistent with the terms of the Plan and provided that the consent of the Participant is obtained with respect to any amendment
that would be detrimental to him or her, except that such consent will not be required if such amendment is for the purpose of
complying with Rule 16b-3 or any requirement of the Code or of other securities laws applicable to the Award.


 


(c) The
Committee shall have the power and complete discretion (i) to delegate to any individual, or to any group of individuals employed
by the Company or any Affiliate, the authority to grant Awards under the Plan and (ii) to determine the terms and limitations of
any delegation of authority; provided, however, that the Committee may not delegate power and discretion to the extent such action
would cause noncompliance with, or the imposition of penalties, excise taxes, or other sanctions under, applicable corporate law,
Rule 16b-3, Code Section 162(m) or 409A, or any other applicable securities or tax law.


 






    	 



    	 



    

 


(d) The
Committee shall have the power to include one or more provisions in the terms of Award grants to provide for the cancellation of
an outstanding Award in the event the Participant violates any agreement or other obligation dealing with non-competition, non-solicitation
or protection of the Company’s confidential information. 


 


  14. Change in Capital Structure; Change of Control.



 


(a) Change
in Capital Structure. In the event of a stock dividend, stock split, or combination of shares, share exchange, share distribution,
recapitalization or merger in which the Company is the surviving corporation, a spin-off or split-off of a subsidiary or Affiliate,
or other change in the Company’s capital stock (including, but not limited to, the creation or issuance to shareholders generally
of rights, options, or warrants for the purchase of common stock or preferred stock of the Company), the aggregate number and kind
of shares of stock or securities of the Company to be subject to the Plan and to Awards then outstanding or to be granted, the
maximum number of shares or securities which may be delivered under the Plan under Sections 3, 5(b), or 8, the per share exercise
price of Options, the terms of Awards, and other relevant provisions shall be proportionately and appropriately adjusted by the
Committee in its discretion, and the determination of the Committee shall be binding on all persons. If the adjustment would produce
fractional shares with respect to any unexercised Option, the Committee may adjust appropriately and in a nondiscriminatory manner
the number of shares covered by the Option so as to eliminate the fractional shares.


 


(b) Effect
of Change in Control on Options and Stock Appreciation Rights. Subject to the terms of any Employment Agreement, the Committee
may provide in an Award agreement for, or in the event of a Change in Control may take such actions as it deems appropriate to
provide for, any one or more of the following:


 


(i) Accelerated
Vesting. The Committee may provide for the acceleration of the exercisability and vesting in connection with a Change in
Control of any or all outstanding Options and Stock Appreciation Rights and shares acquired upon the exercise thereof upon such
conditions, including termination of the Participant’s service prior to, upon, or following such Change in Control, and to
such extent as the Committee shall determine.


 


(ii) Assumption
or Substitution. In the event of a Change in Control, the surviving, continuing, successor, or purchasing entity or parent
thereof, as the case may be (the “Acquiror”), may, without the consent of any Participant, either assume
or continue the Company’s rights and obligations under any or all outstanding Options and Stock Appreciation Rights or substitute
for any or all outstanding Options and Stock Appreciation Rights substantially equivalent options and stock appreciation rights
(as the case may be) for the Acquiror’s stock. Any Options or Stock Appreciation Rights which are neither assumed or continued
by the Acquiror in connection with the Change in Control nor exercised 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.


 


(iii) Cash-Out.
The Committee may, in its sole discretion and without the consent of any Participant, determine that, upon the occurrence of a
Change in Control, each or any Option or Stock Appreciation Right outstanding immediately prior to the Change in Control shall
be canceled in exchange for a payment with respect to each vested share (and each unvested share, if so determined by the Committee)
of Company Stock subject to such canceled Option or Stock Appreciation Right in (A) cash, (B) stock of the Company or
of a corporation or other business entity a party to the Change in Control, or (C) other property which, in any such case,
shall be in an amount having a Fair Market Value equal to the excess of the Fair Market Value of the consideration to be paid per
share of Company Stock in the Change in Control over the exercise price per share under such Option or Stock Appreciation Right
(the “Spread”). In the event such determination is made by the Committee, the Spread (reduced by applicable
withholding taxes, if any) shall be paid to Participants in respect of the vested portion (and unvested portion, if so determined
by the Committee) of their canceled Options and Stock Appreciation Rights as soon as practicable following the date of the Change
in Control.


 






    	 



    	 



    

 


(iv) Effect
of Change in Control on Restricted Stock Awards. The Committee may provide for the acceleration of the vesting of the shares
subject to the Restricted Stock Award upon such conditions, including termination of the Participant’s services to the Company
prior to, upon, or following such Change in Control, and to such extent as the Committee shall determine.


 


15. Effective
Date. The effective date of the Plan is March 7, 2014. The Plan shall be submitted to the shareholders of the Company for
approval. Until (i) the Plan has been approved by the Company’s shareholders, and (ii) the requirements of any applicable
federal or state securities laws have been met, no Restricted Stock shall be awarded, and no Option shall be granted or exercisable,
that is not contingent on these events.


 


16. Termination,
Modification. If not sooner terminated by the Board, this Plan shall terminate at the close of business on March 6, 2024.
No Awards shall be made under the Plan after its termination. The Board may amend or terminate the Plan as it shall deem advisable;
provided, however, that no change shall be made that increases the total number of shares of Company Stock reserved for issuance
pursuant to Awards granted under the Plan (except pursuant to Section 14), or reduces the minimum exercise price for Options, or
exchanges an Option for another Award, unless such change is authorized by the shareholders of the Company. Except as otherwise
specifically provided herein, a termination or amendment of the Plan shall not, without the consent of the Participant, adversely
affect a Participant’s rights under an Award previously granted to him or her.


 


17. American
Jobs Creation Act of 2004.


 


(a) It
is intended that the Plan comply in all applicable respects with Code Sections 409A(a)(2) through (4), as it may be amended from
time to time, and any rulings, regulations, or other guidelines promulgated under either or both statutes (such statutes, rulings,
regulations and other guidelines to be referred to collectively herein as “Section 409A”). This Plan, and any amendments
thereto, shall therefore be interpreted and implemented at all times so as to (i) ensure compliance with Section 409A and (ii)
avoid any penalty or early taxation of any payment or benefit under the Plan.


 


(b) Anything
herein to the contrary notwithstanding, the Board shall approve and implement such amendments as it deems necessary or desirable
to ensure compliance with Section 409A and to avoid any penalty or early taxation of any payment or benefit under this Plan; provided,
however, that no change shall be made that increases the total number of shares of Company Stock reserved for issuance pursuant
to Awards granted under the Plan (except pursuant to Section 14), or reduces the minimum exercise price for Options, or exchanges
an Option for another Award, unless such change is authorized by the shareholders of the Company. No such amendment shall require
the consent of any Participant.


 


18. Interpretation
and Venue. Except to the extent preempted by applicable federal law, the terms of this Plan shall be governed by the laws
of the State of Nevada without regard to its conflict of laws rules.