Exhibit
10.10


 





 



 


Tongji
Healthcare Group, Inc.


 


2020
Equity Incentive Plan


 





 



 







    	 



     


    

 


Table
of Contents


 


	Article
    I. Purposes and Definitions	1
	 	Section
    1.01	Purposes
    of this Plan; Structure.	1
	 	Section
    1.02	Definitions.	1
	 	Section
    1.03	Additional
    Interpretations.	7
	Article
    II. Stock Subject to this Plan; Administration.	7
	 	Section
    2.01	Stock
    Subject to this Plan.	7
	 	Section
    2.02	Administration
    of this Plan.	8
	 	Section
    2.03	Eligibility.	10
	 	Section
    2.04	Indemnification.	10
	Article
    III. Awards.	10
	 	Section
    3.01	Stock
    Options.	10
	 	Section
    3.02	Stock
    Appreciation Rights.	13
	 	Section
    3.03	Restricted
    Stock.	14
	 	Section
    3.04	Restricted
    Stock Units.	15
	 	Section
    3.05	Performance
    Units and Performance Shares.	16
	 	Section
    3.06	Cash-Based
    Awards and Other Stock-Based Awards.	20
	 	Section
    3.07	Form
    of Award Agreements.	21
	Article
    IV. Additional Provisions Applicable to this Plan and Awards	21
	 	Section
    4.01	Outside
    Director Limitations.	21
	 	Section
    4.02	Compliance
    With Code Section 409A.	22
	 	Section
    4.03	Leaves
    of Absence/Transfer Between Locations.	22
	 	Section
    4.04	Limited
    Transferability of Awards.	22
	 	Section
    4.05	Adjustments;
    Dissolution, Merger, Etc.	22
	 	Section
    4.06	Tax
    Withholding.	25
	 	Section
    4.07	Compliance
    with Securities Laws.	26
	 	Section
    4.08	Tax
    Withholding.	26
	 	Section
    4.09	No
    Effect on Employment or Service.	26
	 	Section
    4.10	Repurchase
    Rights.	26
	 	Section
    4.11	Fractional
    Shares.	27
	 	Section
    4.12	Forfeiture
    Events.	27
	 	Section
    4.13	Date
    of Grant.	27
	 	Section
    4.14	Term
    of Plan.	27


 




    	(i)



     


    

 


	 	Section
    4.15	Amendment
    and Termination of this Plan.	28
	 	Section
    4.16	Conditions
    Upon Issuance of Shares.	28
	 	Section
    4.17	Inability
    to Obtain Authority.	28
	 	Section
    4.18	Shareholder
    Approval.	28
	 	Section
    4.19	Retirement
    and Welfare Plans.	28
	 	Section
    4.20	Beneficiary
    Designation.	29
	 	Section
    4.21	Severability.	29
	 	Section
    4.22	No
    Constraint on Corporate Action.	29
	 	Section
    4.23	Unfunded
    Obligation.	29
	 	Section
    4.24	Choice
    of Law.	29


 


Exhibits


 


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


 




    	(ii)



     


    

 


Tongji
Healthcare Group, Inc. 2020 Equity Incentive Plan


 


Article
I. Purposes and Definitions


 


Section
1.01 Purposes of this Plan; Structure.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 




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	 	(iii)	Change
    in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion
    of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month
    period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total
    gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets
    of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this Section
    1.02(i)(iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s
    assets: (A) a transfer to an entity that is controlled by the Company’s shareholders immediately after the transfer,
    or (B) a transfer of assets by the Company to: (1) a shareholder of the Company (immediately before the asset transfer) in
    exchange for or with respect to the Company’s stock, (2) an entity, fifty percent (50%) or more of the total value or
    voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty
    percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at
    least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described
    in clause (B)(3) of this Section 1.02(i)(iii). For purposes of this Section 1.02(i)(iii), gross fair market value means the
    value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities
    associated with such assets.


 


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


 


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


 


	 	(l)	“Common
    Stock” means the common stock, par value $0.001 per share, of the Company.


 


	 	(m)	“Company”
    means Tongji Healthcare Group, Inc., a Nevada corporation, or any successor thereto.


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


	 	(ll)	“Plan”
    means this 2020 Equity Incentive Plan.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


Article
II. Stock Subject to this Plan; Administration.


 


Section
2.01 Stock Subject to this Plan.


 


	 	(a)	Subject
    to the provisions of Section 2.01(a) and Section 4.05, the maximum aggregate number of Shares that may be subject to Awards
    and sold under this Plan is 13,890,000 Shares. The Shares may be authorized but unissued, or reacquired Common Stock.


 


	 	(b)	Subject
    to adjustment as provided in Section 4.05, the maximum aggregate number of shares of Shares that may be issued under this
    Plan as set forth in Section 2.01(a) shall be cumulatively increased on January 1, 2021 and on each subsequent January 1 through
    and including January 1, 2021, by a number of shares (the “Annual Increase”) equal to the smaller of (a) three
    percent (3%) of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31, or (b)
    an amount determined by the Board.


 


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


 




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


 


Section
2.02 Administration of this Plan.


 


	 	(a)	Procedure.


 


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


 


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


 


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


 


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


 


	 	(i)	to
    determine the Fair Market Value;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 



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


 


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


 


Article
III. Awards.


 


Section
3.01 Stock Options.


 


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


 


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


 


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


 


	 	(d)	Nonemployee
    Director Award Limit. Notwithstanding any other provision of this Plan to the contrary, the aggregate grant date fair
    value (computed as of the date of grant in accordance with generally accepted accounting principles in the United States)
    of all Awards granted to any Director who is not an Employee, during any fiscal year of the Company, taken together with any
    cash compensation paid to such Director during such fiscal year, shall not exceed $300,000.


 




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


 


	 	(f)	Option
    Exercise Price and Consideration.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


	 	(g)	Exercise
    of Option.


 


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


 




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


 


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


 


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


 


Section
3.02 Stock Appreciation Rights.


 


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


 


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


  




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


 


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


 


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


 


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


 


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


 


Section
3.03 Restricted Stock.


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


Section
3.04 Restricted Stock Units.


 


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


 


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


 



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


 


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


 


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


 


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


 


Section
3.05 Performance Units and Performance Shares.


 


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


 




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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 




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


 




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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


Article
IV. Additional Provisions Applicable to this Plan and Awards


 


Section
4.01 Outside Director Limitations. No Outside Director may be granted, in any Fiscal Year, Awards with a grant date
fair value (determined in accordance with U.S. generally accepted accounting principles) of more than $750,000, increased to $1,500,000
in connection with his or her initial service. Any Awards granted to an individual while he or she was an Employee, or while he
or she was a Consultant but not an Outside Director, will not count for purposes of the limitations under this Section 4.01.


 




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


 


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


 


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


 


Section
4.05 Adjustments; Dissolution, Merger, Etc.


 


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


 


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


 






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	 	(c)	Change
    in Control.


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


Section
4.06 Tax Withholding.


 


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


 


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


 






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


 


Section
4.08 Tax Withholding.


 


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


 


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


 


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


 


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


 






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


 


Section
4.12 Forfeiture Events.


 


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


 


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


 


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


 


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


 


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


 






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Section
4.15 Amendment and Termination of this Plan.


 


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


 


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


 


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


 


Section
4.16 Conditions Upon Issuance of Shares.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


***


 






    	29



    	 



    

 


Exhibit
A


 


Form
of Option Award Agreement


 


 






 


Tongji
Healthcare Group, Inc.


Option
Award Agreement


 


This
grant of an Award to purchase Shares (“Grant”) is made as of [_______________] (the “Effective Date”)
by Tongji Healthcare Group, Inc., a Nevada corporation (the “Company”) under the Tongji Healthcare Group, Inc. 2020
Equity Incentive Plan (the “Plan”), to [__________________] (the “Participant”). Under
applicable provisions of the Internal Revenue Code of 1986, as amended, the Option is treated as [an incentive option][a non-qualified
option].


 


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


 


	 	Participant
    Name:	           	 
	 	Signature:	 	            
	 	 	 	 
	 	Tongji Healthcare Group, Inc.	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 


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


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


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


 


UPON
RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY


WILL BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS


TO
EVIDENCE THE OPTIONS GRANTED TO YOU.


 


***


 






    	A-1



    	 



    

 


	1.	Grant.
    As of the Effective Date, the Company grants to the Participant an option (the “Option”) to purchase on the terms
    and conditions hereinafter set forth all or any part of an aggregate of [________________] shares of the Company’s Common
    Stock, par value $0.001 per share, (the “Option Shares”), at the purchase price of $[____________] per share (the
    “Option Price”). The Participant shall have the cumulative right to exercise the Option, and the Option is only
    exercisable, with respect to the following number of Option Shares on or after the following dates:


 


	Date	 	Number
    of Options Vested and Shares Which

 May be Acquired
	 	 	 


 


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


 


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


 


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


 


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


 


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


 


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


 






    	A-2



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


***


 






    	A-3



    	 



    

 


Exhibit
B


 


Form
of Stock Appreciation Right Award Agreement


 





 



 


Tongji
Healthcare Group, Inc.


Stock
Appreciation Rights Award Agreement


 


	Number
    of SARs	 	Grant
    Date	 	Vesting
    Schedule
	 	 	 	 	 


 


Exercise
Price: $_______________ per share of Common Stock


 


Tongji
Healthcare Group, Inc., a Nevada corporation (the “Company”), hereby grants to [_________] (the “Participant”,
also referred to as “you”) Stock Appreciation Rights (the “SAR”), pursuant to the terms of the attached
Stock Appreciation Rights Award Agreement and the Tongji Healthcare Group, Inc. 2020 Equity Incentive Plan (the “Plan”).


 


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


 


	 	Participant:	 	 
	 	Signature:	 	 
	 	 	 	 
	 	Tongji Healthcare Group, Inc.	 
	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 


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


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


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


 


UPON
RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY


WILL
BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS


TO
EVIDENCE THE SAR GRANTED TO YOU.


 






    	B-1



    	 



    

 


Tongji
Healthcare Group, Inc.


 


STOCK
APPRECIATION RIGHTS AWARD AGREEMENT


 


	1.	SAR/Nontransferability.
    This Stock Appreciation Rights Award Agreement (this “Agreement”) evidences the grant to you on the Grant Date
    set forth on the cover page of this Agreement the Stock Appreciation Right as set forth therein (the “SAR”) under
    the Tongji Healthcare Group, Inc. 2020 Equity Incentive Plan (the “Plan”). These SARs represent the right to receive,
    upon exercise thereof, an amount in cash as set forth in this Plan. This SAR will NOT be credited with dividends to the extent
    dividends are paid on the Common Stock of the Company. Your SAR may not be transferred, assigned, pledged or hypothecated,
    whether by operation of law or otherwise, nor may the SAR be made subject to execution, attachment or similar process. Any
    capitalized, but undefined, term used in this Agreement shall have the meaning ascribed to it in this Plan.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


***


 






    	B-2



    	 



    

 


Exhibit
C


 


Form
of Restricted Stock Award Agreement


 





 



 


Tongji
Healthcare Group, Inc.


Restricted
Stock Award Agreement


 


	Number
    of Shares	 	Grant
    Date	 	Vesting
    Schedule
	 	 	 	 	 


 


Tongji
Healthcare Group, Inc., a Nevada corporation (the “Company”), hereby grants to [_________] (the “Participant”,
also referred to as “you”) shares of Restricted Stock (the “Shares”), pursuant to the terms of the attached
Restricted Stock Award Agreement and the Tongji Healthcare Group, Inc. 2020 Equity Incentive Plan (the “Plan”).


 


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


 


	 	Participant:	 	 
	 	Signature:	 	 
	 	 	 	 
	 	Tongji Healthcare Group, Inc.	 
	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 


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


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


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


 


UPON
RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY


WILL
BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS


TO
EVIDENCE THE SHARES GRANTED TO YOU.


 






    	C-1



    	 



    

 


Tongji
Healthcare Group, Inc.


 


RESTRICTED
STOCK AWARD AGREEMENT


 


	1.	Award.
    This Restricted Stock Award Agreement (this “Agreement”) evidences the grant to Participant on the Grant Date
    set forth on the cover page of this Agreement the shares of Restricted Stock as set forth therein (the “Shares”)
    under the Tongji Healthcare Group, Inc. 2020 Equity Incentive Plan (the “Plan”). Any capitalized, but undefined,
    term used in this Agreement shall have the meaning ascribed to it in this Plan.


 


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


 


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


 


	4.	Delivery
    of Shares.


 


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


 


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


 


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


 






    	C-2



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


***


 



    	C-3



    	 



    




 


Exhibit
D


 


Form
of Restricted Unit Award Agreement


 





 



 


Tongji
Healthcare Group, Inc.


Restricted
Unit Award Agreement


 


	Number
    of Restricted Stock Units	 	Grant
    Date	 	Vesting
    Schedule/Performance Period/Performance Vesting Requirements
	 	 	 	 	 


 


Tongji
Healthcare Group, Inc., a Nevada corporation (the “Company”), hereby grants to [_________] (the “Participant”,
also referred to as “you”) the Restricted Stock Units (the “Restricted Stock Units” or “RSUs”),
pursuant to the terms of the attached Restricted Unit Award Agreement and the Tongji Healthcare Group, Inc. 2020 Equity Incentive
Plan (the “Plan”).


 


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


 


	 	Participant:	    	 
	 	Signature:	 	 
	 	 	 	 
	 	Tongji Healthcare Group, Inc.	 
	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 


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


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


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


 


UPON
RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY


WILL
BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS


TO
EVIDENCE THE RSUs GRANTED TO YOU.


 






    	D-1



    	 



    

 


Tongji
Healthcare Group, Inc.


 


RESTRICTED
UNIT AWARD AGREEMENT


 


	1.	Award.
    This Restricted Unit Award Agreement (this “Agreement”) evidences the grant to Participant on the Grant Date set
    forth on the cover page of this Agreement the Restricted Stock Units as set forth therein (the “Restricted Stock Units”
    or “RSUs”) under the Tongji Healthcare Group, Inc. 2020 Equity Incentive Plan (the “Plan”). As used
    herein, the term “Restricted Stock Unit” or “RSU” shall mean a non-voting unit of measurement which
    is deemed for bookkeeping purposes to be equivalent to one outstanding Share solely for purposes of this Plan and this Agreement.
    The Restricted Stock Units shall be used solely as a device for the determination of the payment to eventually be made to
    the Participant if such Restricted Stock Units vest pursuant to this Award Agreement. The Restricted Stock Units shall not
    be treated as property or as a trust fund of any kind. Any capitalized, but undefined, term used in this Agreement shall have
    the meaning ascribed to it in this Plan.


 


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


 


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


 


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


 


	5.	Timing
    and Manner of Payment on RSUs.


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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