Exhibit 4.2


 


Reed’s
Inc. 2020 Equity Incentive Plan


 


1.
Purpose of the Plan


 


This
Plan is intended to promote the interests of the Company (as defined below) and its shareholders by providing employees,
non-employee directors, consultants, and other selected service providers of the Company, who are largely responsible for the
management, growth, and protection of the business of the Company, with incentives and rewards to encourage them to continue in
the service of the Company.


 


2.
Definitions


 


As
used in the Plan or in any instrument governing the terms of any award granted under the Plan, the following definitions apply
to the terms indicated below:


 


(a)
“Award Agreement” means a written agreement, in a form determined by the Committee from time to time, entered into
by each Participant and the Company, evidencing the grant of a Stock Incentive Award under the Plan.


 


(b)
“Board of Directors” means the Board of Directors of Reed’s Inc., a Delaware corporation.


 


(c)
“Change in Control” means (i) any one person, or more than one person acting as a group (as defined under Treasury
Regulation § 1.409A-3(i)(5)(v)(B)) acquires ownership of stock of the Company that, together with stock held by such person
or group, constitutes more than fifty percent of the total fair market value or total Voting Power of the stock of the Company;
or (ii) any one person, or more than one person acting as a group (as defined under Treasury Regulation § 1.409A-3(i)(5)(v)(B))
acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or persons)
ownership of stock of the Company possessing thirty percent or more of the total Voting Power of the stock of the Company; or
(iii) a majority of members of the Board of Directors is replaced during any twelve-month period by directors whose appointment
or election is not endorsed by a majority of the members of the Board of Directors before the date of each appointment or election;
or (iv) any one person, or more than one person acting as a group (as defined in Treasury Regulation § 1.409A-3(i)(5)(v)(B))
acquires (or has acquired during the twelve-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 forty percent of the total gross fair
market value of all of the assets of the Company immediately before such acquisition or acquisitions. For purposes of subsection
(iv), 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. The foregoing subsections (i) through (iv) shall be interpreted
in a manner that is consistent with the Treasury Regulations promulgated pursuant to section 409A of the Code so that all, and
only, such transactions or events that could qualify as a “change-in-control event” within the meaning of Treasury
Regulation §1.409A-3(i)(5)(i) will be deemed to be a Change in Control for purposes of this Plan.


 


(d)
“Code” means the Internal Revenue Code of 1986, as amended from time to time, and all regulations, interpretations,
and administrative guidance issued thereunder.


 


(e)
“Committee” means the Compensation Committee of the Board of Directors or such other committee as the Board of Directors
shall appoint from time to time to administer the Plan and to otherwise exercise and perform the authority and functions assigned
to the Committee under the terms of the Plan.


 


(f)
“Common Stock” means Reed’s Inc. common stock, $0.0001 par value per share, or any other security into which
the common stock shall be changed pursuant to the adjustment provisions of Section 9. of the Plan.


 


(g)
“Company” means Reed’s Inc., a Delaware corporation (and any successor thereto).


 


(h)
“Effective Date” means September 16, 2020.


 


(i)
“Employment” means the period during which an individual is classified or treated by the Company as an employee, non-employee
director, consultant, or other service provider of the Company, as applicable.


 


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


 






    	 



     


    

 


(k)
“Fair Market Value” means, with respect to a share of Common Stock, as of the applicable date of determination or
if the market is not open for trading on such date, the immediately preceding day on which the market is open for trading, the
closing price as reported on the date of determination on the principal securities exchange on which shares of Common Stock are
then listed or admitted to trading (or if shares of Common Stock are then principally traded on a national securities exchange,
in the reported “composite transactions” for such exchange). In the event that the price of a share of Common Stock
shall not be so reported, the Fair Market Value of a share of Common Stock shall be determined by the Committee in its sole discretion.


 


(l)
“Option” means a stock option to purchase shares of Common Stock granted to a Participant pursuant to Section
6.


 


(m)
“Other Stock-Based Award” means an award granted to a Participant pursuant to Section 7.


 


(n)
“Participant” means an employee, consultant or director of the Company who is eligible to participate in the Plan
and to whom one or more Stock Incentive Awards have been granted pursuant to the Plan and have not been fully settled or cancelled
and, following the death of any such Person, his successors, heirs, executors, and administrators, as the case may be.


 


(o)
“Person” means a “person” as such term is used in section 13(d) and 14(d) of the Exchange Act, including
any “group” within the meaning of section 13(d)(3) under the Exchange Act.


 


(p)
“Plan” means the 2020 Reed’s Inc. Equity Incentive Plan, as it may be amended from time to time.


 


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


 


(r)
“Stock Incentive Award” means an Option or Other Stock-Based Award granted pursuant to the terms of the Plan.


 


(s)
“Voting Power” means the number of votes available to be cast (determined by reference to the maximum number of votes
entitled to be cast by the holders of Voting Securities, or by the holders of any Voting Securities for which other Voting Securities
may be convertible, exercisable, or exchangeable, upon any matter submitted to shareholders where the holders of all Voting Securities
vote together as a single class) by the holders of Voting Securities.


 


(t)
“Voting Securities” means any securities or other ownership interests of an entity entitled, or which may be entitled,
to matters submitted to Persons holding such securities or other ownership interests in such entity generally (whether or not
entitled to vote in the general election of directors), or securities or other ownership interests which are convertible into,
or exercisable in exchange for, such Voting Securities, whether or not subject to the passage of time or any contingency.


 



3.
Stock Subject to the Plan


 


(a)
Stock Subject to the Plan


 


The
maximum number of shares of Common Stock that may be covered by Stock Incentive Awards granted under the Plan shall not exceed
8,500,000 shares of Common Stock in the aggregate. Out of such aggregate, the maximum number of shares of Common Stock that may
be covered by Options that are designated as “incentive stock options” within the meaning of section 422 of the Code
shall not exceed 8,000,0000 shares of Common Stock. The maximum number of shares referred to in the preceding sentences of this
Section 3.(a) shall in each case be subject to adjustment as provided in Section 9. and the following provisions of this Section
3. Of the shares described, one hundred percent may be delivered in connection with “full-value Awards,” meaning Stock
Incentive Awards other than Options or stock appreciation rights. Any shares granted under Options or stock appreciation rights
shall be counted against the share limit on a one-for-one basis and any shares granted as full-value Stock Incentive Awards shall
be counted against the share limit on a one-for-one basis. Shares of Common Stock issued under the Plan may be authorized and
unissued shares, treasury shares, shares purchased by the Company in the open market, or any combination of the preceding categories
as the Committee determines in its sole discretion.



 






    	 



     


    

 


For
purposes of the preceding paragraph, shares of Common Stock covered by Stock Incentive Awards shall only be counted as used to
the extent they are actually issued and delivered to a Participant (or such Participant’s permitted transferees as described
in the Plan) pursuant to the Plan; provided, however, that if a Stock Incentive Award is settled for cash or if shares of Common
Stock are withheld to pay the exercise price of an Option or to satisfy any tax withholding requirement in connection with a Stock
Incentive Award, the shares issued (if any) in connection with such settlement, the shares in respect of which the Stock Incentive
Award was cash-settled, and the shares withheld, will be deemed delivered for purposes of determining the number of shares of
Common Stock that are available for delivery under the Plan. In addition, if shares of Common Stock are issued subject to conditions
which may result in the forfeiture, cancellation, or return of such shares to the Company, any portion of the shares forfeited,
cancelled or returned shall be treated as not issued pursuant to the Plan. In addition, if shares of Common Stock owned by a Participant
(or such Participant’s permitted transferees as described in the Plan) are tendered (either actually or through attestation)
to the Company in payment of any obligation in connection with a Stock Incentive Award, the number of shares tendered shall be
added to the number of shares of Common Stock that are available for delivery under the Plan.


 


Shares
of Common Stock covered by Stock Incentive Awards granted pursuant to the Plan in connection with the assumption, replacement,
conversion, or adjustment of outstanding equity-based awards in the context of a corporate acquisition or merger (within the meaning
of Nasdaq Listing Rule 5635) shall not count as used under the Plan for purposes of this Section 3.


 


(b)
Individual Award Limits


 


Subject
to adjustment as provided in Section 8., the maximum number of shares of Common Stock that may be covered by Stock Incentive Awards
granted under the Plan to any Participant in any calendar year shall not exceed 2,000,000 shares.


 


(c)
Non-Employee Director Limits


 


Subject
to adjustment as provided in Section 8., the maximum number of shares of Common Stock that may be covered by Stock Incentive Awards
granted under the Plan to any non-employee director in any calendar year shall not exceed 500,000 shares.


 


 


4.
Administration of the Plan


 


The
Plan shall be administered by a Committee of the Board of Directors consisting of two or more persons, each of whom qualifies
as a “non-employee director” (within the meaning of Rule 16b-3 promulgated under section 16 of the Exchange Act) and
as “independent” as required by Nasdaq or any security exchange on which the Common Stock is listed, in each case
if and to the extent required by applicable law or necessary to meet the requirements of such rule, section or listing requirement
at the time of determination. The Committee shall, consistent with the terms of the Plan, from time to time designate those individuals
who shall be granted Stock Incentive Awards under the Plan and the amount, type, and other terms and conditions of such Stock
Incentive Awards. All of the powers and responsibilities of the Committee under the Plan may be delegated by the Committee, in
writing, to any subcommittee thereof, in which case the acts of such subcommittee shall be deemed to be acts of the Committee
hereunder. The Committee may also from time to time authorize a subcommittee consisting of one or more members of the Board of
Directors (including members who are employees of the Company) or employees of the Company to grant Stock Incentive Awards to
persons who are not “executive officers” of the Company (within the meaning of Rule 16a-1 under the Exchange Act),
subject to such restrictions and limitations as the Committee may specify and to the requirements of section 157 of the Delaware
General Corporation Law.


 






    	 



     


    

 


The
Committee shall have full discretionary authority to administer the Plan, including discretionary authority to interpret and construe
any and all provisions of the Plan and any Award Agreement thereunder, and to adopt, amend, and rescind from time to time such
rules and regulations for the administration of the Plan, including rules and regulations related to sub-plans established for
the purpose of satisfying applicable foreign laws and/or qualifying for preferred tax treatment under applicable foreign tax laws,
as the Committee may deem necessary or appropriate. Decisions of the Committee shall be final, binding, and conclusive on all
parties. For the avoidance of doubt, the Committee may exercise all discretion granted to it under the Plan in a non-uniform manner
among Participants.


 


The
Committee may delegate the administration of the Plan to one or more officers or employees of the Company, and such administrator(s)
may have the authority to execute and distribute Award Agreements, to maintain records relating to Stock Incentive Awards, to
process or oversee the issuance of Common Stock under Stock Incentive Awards, to interpret and administer the terms of Stock Incentive
Awards, and to take such other actions as may be necessary or appropriate for the administration of the Plan and of Stock Incentive
Awards under the Plan, provided that in no case shall any such administrator be authorized (i) to grant Stock Incentive Awards
under the Plan (except in connection with any delegation made by the Committee pursuant to the first paragraph of this Section
4.), (ii) to take any action inconsistent with section 409A of the Code, or (iii) to take any action inconsistent with applicable
provisions of the Delaware General Corporation Law. Any action by any such administrator within the scope of its delegation shall
be deemed for all purposes to have been taken by the Committee and, except as otherwise specifically provided, references in this
Plan to the Committee shall include any such administrator. The Committee and, to the extent it so provides, any subcommittee,
shall have sole authority to determine whether to review any actions and/or interpretations of any such administrator, and if
the Committee shall decide to conduct such a review, any such actions and/or interpretations of any such administrator shall be
subject to approval, disapproval, or modification by the Committee.


 


On
or after the date of grant of an Incentive Award under the Plan, the Committee may (i) accelerate the date on which any such Incentive
Award becomes vested, exercisable or transferable, as the case may be, (ii) extend the term of any such Incentive Award, including,
without limitation, extending the period following a termination of a Participant’s Employment during which any such Incentive
Award may remain outstanding, (iii) waive any conditions to the vesting, exercisability or transferability, as the case may be,
of any such Incentive Award or (iv) provide for the payment of dividends or dividend equivalents with respect to any such Incentive
Award; provided, that the Committee shall not have any such authority to the extent that the grant of such authority would cause
any tax to become due under Section 409A of the Code. Notwithstanding anything herein to the contrary, the Company shall not reprice
any stock option (within the meaning of Nasdaq Listing Rule 5635(c) and any other formal or informal guidance issued by Nasdaq)
without the approval of the shareholders of the Company, nor shall the Company purchase any underwater options for cash. No member
of the Committee shall be liable for any action, omission, or determination relating to the Plan, and the Company shall indemnify
and hold harmless each member of the Committee and each other director or employee of the Company to whom any duty or power relating
to the administration or interpretation of the Plan has been delegated, against any cost or expense (including counsel fees) or
liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action, omission,
or determination relating to the Plan, unless, in either case, such action, omission, or determination was taken or made by such
member, director, or employee in bad faith and without reasonable belief that it was in the best interests of the Company.


 


5.
Eligibility


 


The
Persons who shall be eligible to receive Stock Incentive Awards pursuant to the Plan shall be those employees non-employee directors,
consultants and other selected service providers of the Company whom the Committee shall select from time to time, including officers
of the Company, whether or not they are directors. Each Stock Incentive Award granted under the Plan shall be evidenced by an
Award Agreement.


 






    	 



     


    

 


6.
Options


 


The
Committee may from time to time grant Options on such terms as it shall determine, subject to the terms and conditions set forth
in the Plan. The Award Agreement shall clearly identify such Option as either an “incentive stock option” within the
meaning of section 422 of the Code or as a non-qualified stock option.


 


(a)
Exercise Price


 


The
exercise price per share of Common Stock covered by any Option shall be not less than one hundred percent of the Fair Market Value
of a share of Common Stock on the date on which such Option is granted, other than assumptions in accordance with a corporate
acquisition or merger as described in Section 3.


 


(b)
Term and Exercise of Options


 


(1)
Each Option shall become vested and exercisable on such date or dates, during such period and for such number of shares of Common
Stock as shall be determined by the Committee on or after the date such Option is granted, subject to Approval as provided in
Section 21.; provided, further that no Option shall be exercisable after the expiration of ten years from the date such
Option is granted; and, provided, further, that each Option shall be subject to earlier termination, expiration,
or cancellation as provided in the Plan or the Award Agreement.


 


(2)
Each Option shall be exercisable in whole or in part; provided, however that no partial exercise of an Option shall
be for an aggregate exercise price of less than $1,000. The partial exercise of an Option shall not cause the expiration, termination,
or cancellation of the remaining portion thereof.


 


(3)
An Option shall be exercised by such methods and procedures as the Committee determines from time to time, including without limitation
through net physical settlement or other method of cashless exercise.


 


(c)
Special Rules for Incentive Stock Options


 


(1)
The aggregate Fair Market Value of shares of Common Stock with respect to which “incentive stock options” (within
the meaning of section 422 of the Code) are exercisable for the first time by a Participant during any calendar year under the
Plan and any other stock option plan of the Company or any of its “subsidiaries” (within the meaning of section 424
of the Code) shall not exceed $100,000. Such Fair Market Value shall be determined as of the date on which each such stock option
is granted. In the event that the aggregate Fair Market Value of shares of Common Stock with respect to such incentive stock options
exceeds $100,000, then incentive stock options granted hereunder to such Participant shall, to the extent and in the order required
by regulations promulgated under the Code (or any other authority having the force of regulations), automatically be deemed to
be non-qualified stock options, but all other terms and provisions of such stock options shall remain unchanged. In the absence
of such regulations (and authority), or in the event such regulations (or authority) require or permit a designation of the Options
which shall cease to constitute incentive stock options, incentive stock options granted hereunder shall, to the extent of such
excess and in the order in which they were granted, automatically be deemed to be non-qualified stock options, but all other terms
and provisions of such stock options shall remain unchanged.


 


(2)
Incentive stock options may only be granted to individuals who are employees of the Company. No incentive stock option may be
granted to an individual if, at the time of the proposed grant, such individual owns stock possessing more than ten percent of
the total combined Voting Power of all classes of stock of the Company or any of its “subsidiaries” (within the meaning
of section 424 of the Code), unless (i) the exercise price of such incentive stock option is at least 110 percent of the Fair
Market Value of a share of Common Stock at the time such incentive stock option is granted and (ii) such incentive stock option
is not exercisable after the expiration of five years from the date such incentive stock option is granted.


 






    	 



     


    

 


7.
Other Stock-Based Awards


 


The
Committee may from time to time grant equity-based or equity-related awards not otherwise described herein in such amounts and
on such terms as it shall determine, subject to the terms and conditions set forth in the Plan, including Approval requirement
set forth in Section 21. Without limiting the generality of the preceding sentence, each such Other Stock-Based Award may (i)
involve the transfer of actual shares of Common Stock to Participants, either at the time of grant or thereafter, or payment in
cash or otherwise of amounts based on the value of shares of Common Stock, (ii) be subject to performance-based and/or service-based
conditions, (iii) be in the form of stock appreciation rights, phantom stock, restricted stock, restricted stock units, performance
shares, deferred share units, or share-denominated performance units, and (iv) be designed to comply with applicable laws of jurisdictions
other than the United States; provided, that each Other Stock-Based Award shall be denominated in, or shall have a value
determined by reference to, a number of shares of Common Stock that is specified at the time of the grant of such Stock Incentive
Award.


 


8.
Adjustment upon Certain Changes


 


Subject
to any action by the shareholders of Company required by law, applicable tax rules or the rules of any exchange on which shares
of common stock of Company are listed for trading:


 


(a)
Shares Available for Grants


 


In
the event of any change in the number of shares of Common Stock outstanding by reason of any stock dividend or split, recapitalization,
merger, consolidation, combination, or exchange of shares or similar corporate change, the maximum aggregate number or type of
shares of Common Stock with respect to which the Committee may grant Stock Incentive Awards, the maximum number of shares of Common
Stock that may be covered by Options that are designated as “incentive stock options” within the meaning of section
422 of the Code and the maximum aggregate number of shares of Common Stock with respect to which the Committee may grant Stock
Incentive Awards to any individual Participant in any year and to any non-employee director shall be appropriately adjusted or
substituted by the Committee. In the event of any change in the type or number of shares of Common Stock of Company outstanding
by reason of any other event or transaction, the Committee shall, to the extent deemed appropriate by the Committee, make such
adjustments to the type or number of shares of Common Stock with respect to which Stock Incentive Awards may be granted.


 


(b)
Increase or Decrease in Issued Shares Without Consideration


 


In
the event of any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or consolidation
of shares of Common Stock or the payment of a stock dividend (but only on the shares of Common Stock), or any other increase or
decrease in the number of such shares effected without receipt or payment of consideration by the Company, the Committee shall,
to the extent deemed appropriate by the Committee, adjust the type or number of shares of Common Stock subject to each outstanding
Stock Incentive Award and the exercise price per share of Common Stock of each such Stock Incentive Award.


 


(c)
Certain Mergers and Other Transactions


 


In
the event of any merger, consolidation, or similar transaction as a result of which the holders of shares of Common Stock receive
consideration consisting exclusively of securities of the surviving corporation in such transaction, the Committee shall, to the
extent deemed appropriate by the Committee, adjust each Stock Incentive Award outstanding on the date of such merger or consolidation
so that it pertains and applies to the securities which a holder of the number of shares of Common Stock subject to such Stock
Incentive Award would have received in such merger or consolidation.


 






    	 



     


    

 


In
the event of (i) a dissolution or liquidation of Company, (ii) a sale of all or substantially all of the Company’s assets
(on a consolidated basis), (iii) a merger, consolidation, or similar transaction involving Company in which the holders of shares
of Common Stock receive securities and/or other property, including cash, the Committee shall, to the extent deemed appropriate
by the Committee, have the power to:


 


(i)
cancel, effective immediately prior to the occurrence of such event, each Stock Incentive Award (whether or not then exercisable
or vested), and, in full consideration of such cancellation, pay to the Participant to whom such Stock Incentive Award was granted
an amount in cash, for each share of Common Stock subject to such Stock Incentive Award, equal to the value, as determined by
the Committee, of such Stock Incentive Award, provided that with respect to any outstanding Option such value shall be equal to
the excess of (A) the value, as determined by the Committee, of the property (including cash) received by the holder of a share
of Common Stock as a result of such event over (B) the exercise price of such Option; or


 


(ii)
provide for the exchange of each Stock Incentive Award (whether or not then exercisable or vested) for a Stock Incentive Award
with respect to (A) some or all of the property which a holder of the number of shares of Common Stock subject to such Stock Incentive
Award would have received in such transaction or (B) securities of the acquiror or surviving entity and, incident thereto, make
an equitable adjustment as determined by the Committee in the exercise price of the Stock Incentive Award, or the number of shares
or amount of property subject to the Stock Incentive Award or provide for a payment (in cash or other property) to the Participant
to whom such Stock Incentive Award was granted in partial consideration for the exchange of the Stock Incentive Award.


 


(d)
Other Changes


 


In
the event of any change in the capitalization of Company, corporate change, corporate transaction or other event other than those
specifically referred to in Sections 9(a), (b) or (c), the Committee shall, to the extent deemed appropriate by the Committee,
make such adjustments in the number and class of shares subject to Stock Incentive Awards outstanding on the date on which such
change occurs and in such other terms of such Stock Incentive Awards as the Committee deems appropriate.


 


(e)
No Other Rights


 


Except
as expressly provided in the Plan or any Award Agreement, no Participant shall have any rights by reason of any subdivision or
consolidation of shares of stock of any class, the payment of any dividends or dividend equivalents, any increase or decrease
in the number of shares of stock of any class or any dissolution, liquidation, merger, or consolidation of the Company or any
other corporation. Except as expressly provided in the Plan, no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to,
the number of shares or amount of other property subject to, or the terms related to, any Stock Incentive Award.


 


(f)
Savings Clause


 


No
provision of this Section 8. shall be given effect to the extent that such provision would cause any tax to become due under section
409A of the Code.


 


9.
Change in Control; Termination of Employment


 


(a)
Change in Control


 


Unless
otherwise provided in an Award Agreement, in the event of a Change in Control of the Company to the extent the successor company
does not assume or substitute for a Stock Incentive Award (or in which the Company is the ultimate parent corporation and does
not continue the Stock Incentive Award), then immediately prior to the Change in Control: (i) those Options and stock appreciation
rights outstanding as of the date of the Change in Control that are not assumed or substituted for (or continued) shall immediately
vest and become fully exercisable, and (ii) the restrictions, other limitations and other conditions applicable to any Other Stock-Based
Awards or any other Awards that are not assumed or substituted for (or continued) shall lapse, and such Other Stock-Based Awards
or such other Awards shall become free of all restrictions, limitations, and conditions and become fully vested and transferable
to the full extent of the original grant.


 






    	 



     


    

 


(b)
Termination of Employment


 


(1)
Except as to any awards constituting stock rights subject to section 409A of the Code, termination of Employment shall mean a
separation from service within the meaning of section 409A of the Code, unless the Participant is retained as a consultant pursuant
to a written agreement and such agreement provides otherwise. Without limiting the generality of the foregoing, the Committee
shall determine whether an authorized leave of absence, or absence in military or government service, shall constitute termination
of Employment, provided that a Participant who is an employee will not be deemed to cease employment in the case of any leave
of absence approved by the Company. Furthermore, no payment shall be made with respect to any Stock Incentive Awards under the
Plan that are subject to section 409A of the Code as a result of any such authorized leave of absence or absence in military or
government service unless such authorized leave or absence constitutes a separation from service for purposes of section 409A
of the Code and the regulations promulgated thereunder.


 


(2)
The Award Agreement shall specify the consequences with respect to such Stock Incentive Awards of the termination of Employment
of the Participant holding the Stock Incentive Awards.


 


(3)
A Participant who ceases to be an employee of the Company but continues, or simultaneously commences, services as a director of
the Company shall be deemed to continue Employment for purposes of the Plan.


 


10.
Rights Under the Plan


 


No
Person shall have any rights as a shareholder with respect to any shares of Common Stock covered by or relating to any Stock Incentive
Award until the date of the issuance of such shares on the books and records of the Company Except as otherwise expressly provided
in Section 8. hereof, no adjustment of any Stock Incentive Award shall be made for dividends or other rights for which the record
date occurs prior to the date of such issuance. Nothing in this Section 10. is intended, or should be construed, to limit authority
of the Committee to cause the Company to make payments based on the dividends that would be payable with respect to any share
of Common Stock if it were issued or outstanding, or from granting rights related to such dividends.


 


The
Company shall not have any obligation to establish any separate fund or trust or other segregation of assets to provide for payments
under the Plan. To the extent any person acquires any rights to receive payments hereunder from the Company, such rights shall
be no greater than those of an unsecured creditor.


 


11.
No Special Employment Rights; No Right to Stock Incentive Awards


 


(a)
Nothing contained in the Plan or any Award Agreement shall confer upon any Participant any right with respect to the continuation
of his or her Employment by the Company or interfere in any way with the right of the Company at any time to terminate such Employment
or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of a Stock
Incentive Award.


 


(b)
No person shall have any claim or right to receive a Stock Incentive Award hereunder. The Committee’s granting of a Stock
Incentive Award to a Participant at any time shall neither require the Committee to grant a Stock Incentive Award to such Participant
or any other Participant or other person at any time nor preclude the Committee from making subsequent grants to such Participant
or any other Participant or other person.


 


12.
Securities Matters


 


(a)
The Company shall be under no obligation to affect the registration pursuant to the Securities Act of any shares of Common Stock
to be issued hereunder or to effect similar compliance under any state or local laws. Notwithstanding anything herein to the contrary,
the Company shall not be obligated to cause to be issued shares of Common Stock pursuant to the Plan unless and until the Company
is advised by its counsel that the issuance is in compliance with all applicable laws, regulations of governmental authority,
and the requirements of any securities exchange on which shares of Common Stock are traded. The Committee may require, as a condition
to the issuance of shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants,
agreements, and representations, and that any related certificates representing such shares bear such legends, as the Committee,
in its sole discretion, deems necessary or desirable.


 






    	 



     


    

 


(b)
The exercise or settlement of any Stock Incentive Award (including, without limitation, any Option) granted hereunder shall only
be effective at such time as counsel to Company shall have determined that the issuance and delivery of shares of Common Stock
pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority, and the requirements
of any securities exchange on which shares of Common Stock are traded. Company may, in its sole discretion, defer the effectiveness
of any exercise or settlement of a Stock Incentive Award granted hereunder in order to allow the issuance of shares pursuant thereto
to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal
or state or local securities laws. Company shall inform the Participant in writing of its decision to defer the effectiveness
of the exercise or settlement of a Stock Incentive Award granted hereunder. During the period that the effectiveness of the exercise
of a Stock Incentive Award has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund
of any amount paid with respect thereto.


 


13.
Withholding Taxes


 


(a)
Cash Remittance


 


Whenever
withholding tax obligations are incurred in connection with any Stock Incentive Award, the Company shall have the right to require
the Participant to remit to the Company in cash an amount sufficient to satisfy federal, state, and local withholding tax requirements,
if any, attributable to such event. In addition, upon the exercise or settlement of any Stock Incentive Award in cash, or the
making of any other payment with respect to any Stock Incentive Award (other than in shares of Common Stock), the Company shall
have the right to withhold from any payment required to be made pursuant thereto an amount sufficient to satisfy the federal,
state, and local withholding tax requirements, if any, attributable to such exercise, settlement, or payment.


 


(b)
Stock Remittance


 


At
the election of the Participant, subject to the approval of the Committee, whenever withholding tax obligations are incurred in
connection with any Stock Incentive Award, the Participant may tender to the Company (including by attestation) a number of shares
of Common Stock having a Fair Market Value at the tender date determined by the Committee to be sufficient to satisfy the minimum
federal, state, and local withholding tax requirements, if any, attributable to such event. Such election shall satisfy the Participant’s
obligations under Section 13.(a) hereof, if any.


 


(c)
Stock Withholding


 


At
the election of the Participant, subject to the approval of the Committee, whenever withholding tax obligations are incurred in
connection with any Stock Incentive Award, the Company shall withhold a number of such shares having a Fair Market Value determined
by the Committee to be sufficient to satisfy the minimum federal, state, and local withholding tax requirements, if any, attributable
to such event. Such election shall satisfy the Participant’s obligations under Section 13.(a) hereof, if any.


 


14.
No Obligation to Exercise


 


The
grant to a Participant of a Stock Incentive Award shall impose no obligation upon such Participant to exercise such Stock Incentive
Award.


 






    	 



     


    

 


15.
Transfers


 


Stock
Incentive Awards may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will
or by the laws of descent or distribution and may be exercised, during the lifetime of a Participant, only by the Participant;
provided, however that the Committee may permit Options or other Stock Incentive Awards that are not incentive stock
options to be sold, pledged, assigned, hypothecated, transferred, or disposed of, on a general or specific basis, subject to such
conditions and limitations as the Committee may determine. Upon the death of a Participant, outstanding Stock Incentive Awards
granted to such Participant may be exercised only by the executors or administrators of the Participant’s estate or by any
person or persons who shall have acquired such right to exercise by will or by the laws of descent and distribution. No transfer
by will or the laws of descent and distribution of any Stock Incentive Award, or the right to exercise any Stock Incentive Award,
shall be effective to bind the Company unless the Committee shall have been furnished with (a) written notice thereof and with
a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the transfer and (b)
an agreement by the transferee to comply with all the terms and conditions of the Stock Incentive Award that are or would have
been applicable to the Participant and to be bound by the acknowledgements made by the Participant in connection with the grant
of the Stock Incentive Award.


 


16.
Expenses and Receipts


 


The
expenses of the Plan shall be paid by the Company. Any proceeds received by the Company in connection with any Stock Incentive
Award will be used for general corporate purposes.


 


17.
Failure to Comply


 


In
addition to the remedies of the Company elsewhere provided for herein, failure by a Participant to comply with any of the terms
and conditions of the Plan or any Award Agreement, unless such failure is remedied by such Participant within ten days after having
been notified of such failure by the Committee, shall be grounds for the cancellation and forfeiture of such Stock Incentive Award,
in whole or in part, as the Committee, in its absolute discretion, may determine.


 


18.
Relationship to Other Benefits


 


No
payment with respect to any Stock Incentive Awards under the Plan shall be taken into account in determining any benefits under
any pension, retirement, profit sharing, group insurance, or other benefit plan of the Company except as otherwise specifically
provided in such other plan.


 


19.
Governing Law


 


The
Plan and the rights of all persons under the Plan shall be construed and administered in accordance with the laws of the State
of Delaware without regard to its conflict of law principles.


 


20.
Severability


 


If
all or any part of this Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or
invalidity shall not serve to invalidate any portion of this Plan not declared to be unlawful or invalid. Any Section or part
of a Section so declared to be unlawful or invalid shall, if possible, be construed in a manner that will give effect to the terms
of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.


 


21.
Effective Date and Term of Plan


 


The
Effective Date of the Plan is September 16, 2020, subject to the approval of the Plan by the shareholders of Company within 12
months of the Effective Date (“Approval”). Only Options may be granted prior to Approval, provided no Option granted
prior to Approval may be exercisable, in whole or in part, prior to Approval, and the Plan will be unwound, and all outstanding
Options forfeited and cancelled, if Approval is not obtained. No grants of Stock Incentive Awards may be made under the Plan after
September 16, 2030.


 






    	 



     


    

 


22.
Amendment or Termination of the Plan


 


The
Board of Directors may at any time suspend or discontinue the Plan or revise or amend it or any Stock Incentive Award in any respect
whatsoever; provided, however, that to the extent that any applicable law, tax requirement, or rule of a stock exchange
requires shareholder approval in order for any such revision or amendment to be effective, such revision or amendment shall not
be effective without such approval. The preceding sentence shall not restrict the Committee’s ability to exercise its discretionary
authority hereunder pursuant to Section 4. hereof, which discretion may be exercised without amendment to the Plan. No provision
of this Section 22. shall be given effect to the extent that such provision would cause any tax to become due under section 409A
of the Code. Except as expressly provided in the Plan, no action hereunder may, without the consent of a Participant, adversely
affect the Participant’s rights under any previously granted and outstanding Stock Incentive Award. Nothing in the Plan
shall limit the right of the Company to pay compensation of any kind outside the terms of the Plan.


 


23.
Recoupment


 


Notwithstanding
anything in the Plan or in any Award Agreement to the contrary, the Company will be entitled to the extent permitted or required
by applicable law, Company policy and/or the requirements of an exchange on which the Company’s shares are listed for trading,
in each case, as in effect from time to time to recoup compensation of whatever kind paid by the Company at any time to a Participant
under this Plan.