Exhibit
10.2


 


TRAQIQ,
INC. 2020 EQUITY INCENTIVE PLAN


 


1.
Purpose; Eligibility.


 


1.1
General Purpose. The name of this plan is the TraQiQ, Inc. 2020 Equity Incentive Plan (the “Plan”).
The purposes of the Plan are to (a) enable TraQiQ, Inc., a California corporation (the “Company”), and any
Affiliate to attract and retain the types of Employees, Consultants and Directors who will contribute to the Company’s long
range success; (b) provide incentives that align the interests of Employees, Consultants and Directors with those of the shareholders
of the Company; and (c) promote the success of the Company’s business.


 


1.2
Eligible Award Recipients. The persons eligible to receive Awards are the Employees, Consultants and Directors of the Company
and its Affiliates and such other individuals designated by the Committee who are reasonably expected to become Employees, Consultants
and Directors after the receipt of Awards.


 


1.3
Available Awards. Awards that may be granted under the Plan include: (a) Incentive Stock Options, (b) Non-qualified Stock
Options, (c) Stock Appreciation Rights, and (d) Restricted Awards.


 


2.
Definitions.


 


“Affiliate”
means a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under
common control with, the Company.


 


“Applicable
Laws” means the requirements related to or implicated by the administration of the Plan under applicable state corporate
law, United States federal and state securities laws, the Code, any stock exchange or quotation system on which the shares of
Common Stock are listed or quoted, and the applicable laws of any foreign country or jurisdiction where Awards are granted under
the Plan.


 


“Award”
means any right granted under the Plan, including an Incentive Stock Option, a Non-qualified Stock Option, a Stock Appreciation
Right, or a Restricted Award.


 


“Award
Agreement” means a written agreement, contract, certificate or other instrument or document evidencing the terms and
conditions of an individual Award granted under the Plan which may, in the discretion of the Company, be transmitted electronically
to any Participant. Each Award Agreement shall be subject to the terms and conditions of the Plan.


 


“Beneficial
Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating
the beneficial ownership of any particular Person, such Person shall be deemed to have beneficial ownership of all securities
that such Person has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable
or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned”
have a corresponding meaning.


 


“Board”
means the Board of Directors of the Company, as constituted at any time.


 


“Cause” means:


 


With
respect to any Employee or Consultant, unless the applicable Award Agreement states otherwise:


 






    	 	 	 



    	 



    

  


(a)
If the Employee or Consultant is a party to an employment or service agreement with the Company or its Affiliates and such agreement
provides for a definition of Cause, the definition contained therein; or


 


(b)
If no such agreement exists, or if such agreement does not define Cause: (i) the commission of, or plea of guilty or no contest
to, a felony or a crime involving moral turpitude or the commission of any other act involving willful malfeasance or material
fiduciary breach with respect to the Company or an Affiliate; (ii) conduct that brings or is reasonably likely to bring the Company
or an Affiliate negative publicity or into public disgrace, embarrassment, or disrepute; (iii) gross negligence or willful misconduct
with respect to the Company or an Affiliate; (iv) material violation of state or federal securities laws; or (v) material violation
of the Company’s written policies or codes of conduct, including written policies related to discrimination, harassment,
performance of illegal or unethical activities, and ethical misconduct.


 


With
respect to any Director, unless the applicable Award Agreement states otherwise, a determination by a majority of the disinterested
Board members that the Director has engaged in any of the following:


 


(a)
gross misconduct or neglect;


 


(a)
false or fraudulent misrepresentation inducing the director’s appointment;


 


(c)
willful conversion of corporate funds; or


 


(d)
repeated failure to participate in Board meetings on a regular basis despite having received proper notice of the meetings in
advance.


 


The
Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant
has been discharged for Cause.


 


“Change
in Control” means:


 


(a)
The direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one
or a series of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries,
taken as a whole, to any Person that is not a subsidiary of the Company;


 


(b)
The acquisition by any Person of Beneficial Ownership of more than 50% (on a fully diluted basis) of either (i) the then
outstanding shares of Common Stock of the Company, taking into account as outstanding for this purpose such Common Stock
issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any
similar right to acquire such Common Stock (the “Outstanding Company Common Stock”) or (ii) the combined
voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors
(the “Outstanding Company Voting Securities”); provided, however, that for purposes of this Plan,
the following acquisitions shall not constitute a Change in Control: (A) any acquisition by the Company or any Affiliate, (B)
any acquisition by any employee benefit plan sponsored or maintained by the Company or any subsidiary, (C) any acquisition
which complies with clauses, (i), (ii) and (iii) of subsection (c) of this definition or (D) in respect of an Award
held by a particular Participant, any acquisition by the Participant or any group of persons including the Participant (or
any entity controlled by the Participant or any group of persons including the Participant); or


 




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(c)
The consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction
involving the Company that requires the approval of the Company’s shareholders, whether for such transaction or the issuance
of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination:
(i) more than 50% of the total voting power of (A) the entity resulting from such Business Combination (the “Surviving
Company”), or (B) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of
sufficient voting securities eligible to elect a majority of the members of the board of directors (or the analogous governing
body) of the Surviving Company (the “Parent Company”), is represented by the Outstanding Company Voting Securities
that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which the
Outstanding Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders
thereof is in substantially the same proportion as the voting power of the Outstanding Company Voting Securities among the holders
thereof immediately prior to the Business Combination; (ii) no Person (other than any employee benefit plan sponsored or maintained
by the Surviving Company or the Parent Company) is or becomes the Beneficial Owner, directly or indirectly, of more than 50% of
the total voting power of the outstanding voting securities eligible to elect members of the board of directors of the Parent
Company (or the analogous governing body) (or, if there is no Parent Company, the Surviving Company); and (iii) at least a majority
of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company,
the Surviving Company) following the consummation of the Business Combination were Board members at the time of the Board’s
approval of the execution of the initial agreement providing for such Business Combination.


 


Notwithstanding
the foregoing definition or any other provision of this Plan, the term Change in Control will not include a sale of assets, reorganization,
merger, consolidation, statutory share exchange, or other transaction effected exclusively for the purpose of changing the domicile
or entity type of the Company.


 


“Code”
means the Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall
be deemed to include a reference to any regulations promulgated thereunder.


 


“Committee”
means a committee of one or more members of the Board appointed by the Board to administer the Plan in accordance with Section
3.3 and Section 3.4.


 


“Common
Stock” means the common stock, $0.0001 par value per share, of the Company, or such other securities of the Company
as may be designated by the Committee from time to time in substitution thereof.


 


“Company”
means TraQiQ, Inc., a California corporation, and any successor thereto. “Consultant” means any individual
or entity which performs bona fide services to the Company or an Affiliate, other than as an Employee or Director, and
who may be offered securities registerable pursuant to a registration statement on Form S-8 under the Securities Act.


 






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“Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee,
Consultant or Director, is not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to
have terminated merely because of a change in the capacity in which the Participant renders service to the Company or an
Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided
that there is no interruption or termination of the Participant’s Continuous Service; provided further that if
any Award is subject to Section 409A of the Code, this sentence shall only be given effect to the extent consistent with
Section 409A of the Code. For example, a change in status from an Employee of the Company to a Director of an Affiliate will
not constitute an interruption of Continuous Service. The Committee or its delegate, in its sole discretion, may determine
whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party,
including sick leave, military leave or any other personal or family leave of absence. The Committee or its delegate, in its
sole discretion, may determine whether a Company transaction, such as a sale or spin-off of a division or subsidiary that
employs a Participant, shall be deemed to result in a termination of Continuous Service for purposes of affected Awards, and
such decision shall be final, conclusive and binding.


 


“Deferred
Stock Units” or “DSUs” has the meaning set forth in Section 8.1(b) hereof.


 


“Director”
means a member of the Board.


 


“Disability”
means, unless the applicable Award Agreement says otherwise, that the Participant is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment; provided, however, for purposes of determining
the term of an Incentive Stock Option pursuant to Section 6.10 hereof, the term Disability shall have the meaning ascribed to
it under Section 22(e)(3) of the Code. The determination of whether an individual has a Disability shall be determined under procedures
established by the Committee. Except in situations where the Committee is determining Disability for purposes of the term of an
Incentive Stock Option pursuant to Section 6.10 hereof within the meaning of Section 22(e)(3) of the Code, the Committee may rely
on any determination that a Participant is disabled for purposes of benefits under any long-term disability plan maintained by
the Company or any Affiliate in which a Participant participates.


 


“Disqualifying
Disposition” has the meaning set forth in Section 15.11. “Effective Date” shall mean the date as
of which this Plan is adopted by the Board.


 


“Employee”
means any person, including an Officer or Director, employed by the Company or an Affiliate; provided, that, for purposes
of determining eligibility to receive Incentive Stock Options, an Employee shall mean an employee of the Company or a parent or
subsidiary corporation within the meaning of Section 424 of the Code. Mere service as a Director or payment of a director’s
fee by the Company or an Affiliate shall not be sufficient to constitute “employment” by the Company or an Affiliate.


 


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


 


“Fair
Market Value” means, as of any date, the value of the Common Stock as determined below. If the Common Stock is listed
on any established stock exchange or a national market system, including without limitation, the New York Stock Exchange or the
Nasdaq Stock Market, the Fair Market Value shall be the closing price of a share of Common Stock (or if no sales were reported
the closing price on the date immediately preceding such date) as quoted on such exchange or system on the day of determination,
as reported in the Wall Street Journal. In the absence of an established market for the Common Stock, the Fair Market Value
shall be determined in good faith by the Committee and such determination shall be conclusive and binding on all persons.


 




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“Fiscal
Year” means the Company’s fiscal year.


 


“Free
Standing Rights” has the meaning set forth in Section 7.


 


“Good
Reason” means, unless the applicable Award Agreement states otherwise:


 


(a)
If an Employee or Consultant is a party to an employment or service agreement with the Company or its Affiliates and such agreement
provides for a definition of Good Reason, the definition contained therein; or


 


(b)
If no such agreement exists or if such agreement does not define Good Reason, the occurrence of one or more of the following without
the Participant’s express written consent, which circumstances are not remedied by the Company within thirty (30) days of
its receipt of a written notice from the Participant describing the applicable circumstances (which notice must be provided by
the Participant within ninety (90) days of the Participant’s knowledge of the applicable circumstances): (i) any material,
adverse change in the Participant’s duties, responsibilities, authority, title, status or reporting structure; (ii) a material
reduction in the Participant’s base salary or bonus opportunity; or (iii) a geographical relocation of the Participant’s
principal office location by more than fifty (50) miles.


 


“Grant
Date” means the date on which the Committee adopts a resolution, or takes other appropriate action, expressly granting
an Award to a Participant that specifies the key terms and conditions of the Award or, if a later date is set forth in such resolution,
then such date as is set forth in such resolution.


 


“Incentive
Stock Option” means an Option that is designated by the Committee as an incentive stock option within the meaning of
Section 422 of the Code and that meets the requirements set out in the Plan.


 


“ISO
Limit” has the meaning set forth in Section 4.3.


 


“Non-Employee
Director” means a Director who is a “non-employee director” within the meaning of Rule 16b-3.


 


“Non-qualified
Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock
Option.


 


“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.


 


“Option”
means an Incentive Stock Option or a Non-qualified Stock Option granted pursuant to the Plan.


 


“Optionholder”
means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding
Option.


 


“Option
Exercise Price” means the price at which a share of Common Stock may be purchased upon the exercise of an Option.


 


“Participant”
means an eligible person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding
Award.


 




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“Permitted
Transferee” means: (a) a member of the Optionholder’s immediate family (child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister- in-law, including adoptive relationships), any person sharing the Optionholder’s household (other
than a tenant or employee), a trust in which these persons have more than 50% of the beneficial interest, a foundation in which
these persons (or the Optionholder) control the management of assets, and any other entity in which these persons (or the Optionholder)
own more than 50% of the voting interests; (b) third parties designated by the Committee in connection with a program established
and approved by the Committee pursuant to which Participants may receive a cash payment or other consideration in consideration
for the transfer of a Non-qualified Stock Option; and (c) such other transferees as may be permitted by the Committee in its sole
discretion.


 


“Person”
means a person as defined in Section 13(d)(3) of the Exchange Act.


 


“Plan”
means this TraQiQ, Inc. 2020 Equity Incentive Plan, as amended and/or amended and restated from time to time.


 


“Related
Rights” has the meaning set forth in Section 7.


 


“Restricted
Award” means any Award granted pursuant to Section 8. “Restricted Period” has the meaning set forth
in Section 8.


 


“Rule
16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to
time.


 


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


 


“Stock
Appreciation Right” means the right pursuant to an Award granted under Section 7 to receive, upon exercise, an amount
payable in cash or shares equal to the number of shares subject to the Stock Appreciation Right that is being exercised multiplied
by the excess of (a) the Fair Market Value of a share of Common Stock on the date the Award is exercised, over (b) the exercise
price specified in the Stock Appreciation Right Award Agreement.


 


“Stock
for Stock Exchange” has the meaning set forth in Section 6.4. “Substitute Award” has the meaning
set forth in Section 4.6.


 


“Ten
Percent Shareholder” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing
more than 10% of the total combined voting power of all classes of stock of the Company or of any of its Affiliates.


 


“Total
Share Reserve” has the meaning set forth in Section 4.1.


 




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3.
Administration.


 


3.1
Authority of Committee. The Plan shall be administered by the Committee or, in the Board’s sole discretion, by the
Board. Subject to the terms of the Plan, the Committee’s charter and Applicable Laws, and in addition to other express powers
and authorization conferred by the Plan, the Committee shall have the authority:


 


(a)
to construe and interpret the Plan and apply its provisions;


 


(b)
to promulgate, amend, and rescind rules and regulations relating to the administration of the Plan;


 


(c)
to authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;


 


(d)
to delegate its authority to one or more Officers of the Company with respect to Awards that do not involve “insiders”
within the meaning of Section 16 of the Exchange Act;


 


(e)
to determine when Awards are to be granted under the Plan and the applicable Grant Date;


 


(f)
from time to time to select, subject to the limitations set forth in this Plan, those eligible Award recipients to whom Awards
shall be granted;


 


(g)
to determine the number of shares of Common Stock to be made subject to each Award;


 


(h)
to determine whether each Option is to be an Incentive Stock Option or a Non-qualified Stock Option;


 


(i)
to prescribe the terms and conditions of each Award, including, without limitation, the exercise price and medium of payment and
vesting provisions, and to specify the provisions of the Award Agreement relating to such grant;


 


(j)
to amend any outstanding Awards, including for the purpose of modifying the time or manner of vesting, or the term of any outstanding
Award; provided, however, that if any such amendment impairs a Participant’s rights or increases a Participant’s
obligations under his or her Award or creates or increases a Participant’s federal income tax liability with respect to
an Award, such amendment shall also be subject to the Participant’s consent;


 


(k)
to determine the duration and purpose of leaves of absences which may be granted to a Participant without constituting termination
of their employment for purposes of the Plan, which periods shall be no shorter than the periods generally applicable to Employees
under the Company’s employment policies;


 


(l)
to make decisions with respect to outstanding Awards that may become necessary upon a change in corporate control or an event
that triggers anti-dilution adjustments;


 


(m)
to interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any
instrument or agreement relating to, or Award granted under, the Plan; and


 


(n)
to exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration
of the Plan.


 




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The
Committee also may modify the purchase price or the exercise price of any outstanding Award, provided that if the modification
effects a repricing, shareholder approval shall be required before the repricing is effective.


 


3.2
Committee Decisions Final. All decisions made by the Committee pursuant to the provisions of the Plan shall be final and
binding on the Company and the Participants, unless such decisions are determined by a court having jurisdiction to be arbitrary
and capricious.


 


3.3
Delegation. The Committee or, if no Committee has been appointed, the Board may delegate administration of the Plan to
a committee or committees of one or more members of the Board, and the term “Committee” shall apply to any
person or persons to whom such authority has been delegated. The Committee shall have the power to delegate to a subcommittee
any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board or the Committee
shall thereafter be to the committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions
of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the
Board the administration of the Plan. The members of the Committee shall be appointed by and serve at the pleasure of the Board.
From time to time, the Board may increase or decrease the size of the Committee, add additional members to, remove members (with
or without cause) from, appoint new members in substitution therefor, and fill vacancies, however caused, in the Committee. The
Committee shall act pursuant to a vote of the majority of its members or, in the case of a Committee comprised of only two members,
the unanimous consent of its members, whether present or not, or by the written consent of the majority of its members and minutes
shall be kept of all of its meetings and copies thereof shall be provided to the Board. Subject to the limitations prescribed
by the Plan and the Board, the Committee may establish and follow such rules and regulations for the conduct of its business as
it may determine to be advisable.


 


3.4
Committee Composition. Except as otherwise determined by the Board, the Committee shall consist solely of two or more Non-Employee
Directors. The Board shall have discretion to determine whether or not it intends to comply with the exemption requirements of
Rule 16b-3. However, if the Board intends to satisfy such exemption requirements, with respect to any insider subject to Section
16 of the Exchange Act, the Committee shall be a compensation committee of the Board that at all times consists solely of two
or more Non-Employee Directors. Within the scope of such authority, the Board or the Committee may delegate to a committee of
one or more members of the Board who are not Non-Employee Directors the authority to grant Awards to eligible persons who are
not then subject to Section 16 of the Exchange Act. Nothing herein shall create an inference that an Award is not validly granted
under the Plan in the event Awards are granted under the Plan by a compensation committee of the Board that does not at all times
consist solely of two or more Non-Employee Directors.


 


3.5
Indemnification. In addition to such other rights of indemnification as they may have as Directors or members of the Committee,
and to the extent allowed by Applicable Laws, the Committee shall be indemnified by the Company against the reasonable expenses,
including attorney’s fees, actually incurred in connection with any action, suit or proceeding or in connection with any
appeal therein, to which the Committee may be party by reason of any action taken or failure to act under or in connection with
the Plan or any Award granted under the Plan, and against all amounts paid by the Committee in settlement thereof (provided,
however, that the settlement has been approved by the Company, which approval shall not be unreasonably withheld) or paid
by the Committee 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 Committee did not act in good faith and in a manner which such
person reasonably believed to be in the best interests of the Company, or in the case of a criminal proceeding, had no reason
to believe that the conduct complained of was unlawful; provided, however, that within 60 days after the institution of
any such action, suit or proceeding, such Committee shall, in writing, offer the Company the opportunity at its own expense to
handle and defend such action, suit or proceeding.


 




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4.
Shares Subject to the Plan.


 


4.1
Subject to adjustment in accordance with Section 12, no more than 5,500,000 shares of Common Stock shall be available for the
grant of Awards under the Plan (the “Total Share Reserve”). During the terms of the Awards, the Company shall
keep available at all times the number of shares of Common Stock required to satisfy such Awards.


 


4.2
Shares of Common Stock available for distribution under the Plan may consist, in whole or in part, of authorized and unissued
shares, treasury shares or shares reacquired by the Company in any manner.


 


4.3
Subject to adjustment in accordance with Section 12, no more than 2,500,000 shares of Common Stock may be issued in the aggregate
pursuant to the exercise of Incentive Stock Options (the “ISO Limit”).


 


4.4
The maximum number of shares of Common Stock subject to Awards granted during a single Fiscal Year to any Director, together with
any cash fees paid to such Director during the Fiscal Year shall not exceed a total value of $2,000,000 (calculating the value
of any Awards based on the grant date fair value for financial reporting purposes).


 


4.5
Any shares of Common Stock subject to an Award that expires or is canceled, forfeited, or terminated without issuance of the full
number of shares of Common Stock to which the Award related will again be available for issuance under the Plan. Notwithstanding
anything to the contrary contained herein, shares subject to an Award under the Plan shall not again be made available for issuance
or delivery under the Plan if such shares are (a) shares tendered in payment of an Option, (b) shares delivered or withheld by
the Company to satisfy any tax withholding obligation, or (c) shares covered by a stock-settled Stock Appreciation Right or other
Awards that were not issued upon the settlement of the Award.


 


4.6
Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding
awards previously granted by an entity acquired by the Company or with which the Company combines (“Substitute Awards”).
Substitute Awards shall not be counted against the Total Share Reserve; provided, that, Substitute Awards issued in connection
with the assumption of, or in substitution for, outstanding options intended to qualify as Incentive Stock Options shall be counted
against the ISO Limit. Subject to applicable stock exchange requirements, available shares under a shareholder-approved plan of
an entity directly or indirectly acquired by the Company or with which the Company combines (as appropriately adjusted to reflect
such acquisition or transaction) may be used for Awards under the Plan and shall not count toward the Total Share Reserve.


 


5.
Eligibility.


 


5.1
Eligibility for Specific Awards. Incentive Stock Options may be granted only to Employees. Awards other than Incentive
Stock Options may be granted to Employees, Consultants and Directors and those individuals whom the Committee determines are reasonably
expected to become Employees, Consultants and Directors following the Grant Date.


 




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5.2
Ten Percent Shareholders. A Ten Percent Shareholder shall not be granted an Incentive Stock Option unless the Option Exercise
Price is at least 110% of the Fair Market Value of the Common Stock on the Grant Date and the Option is not exercisable after
the expiration of five years from the Grant Date.


 


6.
Option Provisions. Each Option granted under the Plan shall be evidenced by an Award Agreement. Each Option so granted
shall be subject to the conditions set forth in this Section 6, and to such other conditions not inconsistent with the Plan as
may be reflected in the applicable Award Agreement. All Options shall be separately designated Incentive Stock Options or Non-qualified
Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for
shares of Common Stock purchased on exercise of each type of Option. Notwithstanding the foregoing, the Company shall have no
liability to any Participant or any other person if an Option designated as an Incentive Stock Option fails to qualify as such
at any time or if an Option is determined to constitute “nonqualified deferred compensation” within the meaning of
Section 409A of the Code and the terms of such Option do not satisfy the requirements of Section 409A of the Code. The provisions
of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference
in the Option or otherwise) the substance of each of the following provisions:


 


6.1
Term. Subject to the provisions of Section 5.2 regarding Ten Percent Shareholders, no Incentive Stock Option shall be exercisable
after the expiration of 10 years from the Grant Date. The term of a Non-qualified Stock Option granted under the Plan shall be
determined by the Committee; provided, however, no Non-qualified Stock Option shall be exercisable after the expiration
of 10 years from the Grant Date.


 


6.2
Exercise Price of an Incentive Stock Option. Subject to the provisions of Section 5.2 regarding Ten Percent Shareholders,
the Option Exercise Price of each Incentive Stock Option shall be not less than 100% of the Fair Market Value of the Common Stock
subject to the Option on the Grant Date. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an Option
Exercise Price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution
for another option in a manner satisfying the provisions of Section 424(a) of the Code.


 


6.3
Exercise Price of a Non-qualified Stock Option. The Option Exercise Price of each Non-qualified Stock Option shall be not
less than 100% of the Fair Market Value of the Common Stock subject to the Option on the Grant Date. Notwithstanding the foregoing,
a Non-qualified Stock Option may be granted with an Option Exercise Price lower than that set forth in the preceding sentence
if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of
Section 409A of the Code.


 


6.4 Consideration.
The Option Exercise Price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable
statutes and regulations, either (a) in cash or by certified or bank check at the time the Option is exercised or (b) in the
discretion of the Committee, upon such terms as the Committee shall approve, the Option Exercise Price may be paid: (i) by
delivery to the Company of other Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value on the
date of delivery equal to the Option Exercise Price (or portion thereof) due for the number of shares being acquired, or by
means of attestation whereby the Participant identifies for delivery specific shares of Common Stock that have an aggregate
Fair Market Value on the date of attestation equal to the Option Exercise Price (or portion thereof) and receives a number of
shares of Common Stock equal to the difference between the number of shares thereby purchased and the number of identified
attestation shares of Common Stock (a “Stock for Stock Exchange”); (ii) a “cashless” exercise
program established with a broker; (iii) by reduction in the number of shares of Common Stock otherwise deliverable upon
exercise of such Option with a Fair Market Value equal to the aggregate Option Exercise Price at the time of exercise; (iv)
by any combination of the foregoing methods; or (v) in any other form of legal consideration that may be acceptable to the
Committee. Unless otherwise specifically provided in the Option, the exercise price of Common Stock acquired pursuant to an
Option that is paid by delivery (or attestation) to the Company of other Common Stock acquired, directly or indirectly from
the Company, shall be paid only by shares of the Common Stock of the Company that have been held for more than six months (or
such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes).
Notwithstanding the foregoing, during any period for which the Common Stock is publicly traded (i.e., the Common Stock is
listed on any established stock exchange or a national market system) an exercise by a Director or Officer that involves or
may involve a direct or indirect extension of credit or arrangement of an extension of credit by the Company, directly or
indirectly, in violation of Section 402(a) of the Sarbanes-Oxley Act of 2002 shall be prohibited with respect to any Award
under this Plan.


 




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6.5
Transferability of an Incentive Stock Option. An Incentive Stock Option shall not be transferable except by will or by
the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder.
Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the
Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise
the Option.


 


6.6
Transferability of a Non-qualified Stock Option. A Non-qualified Stock Option may, in the sole discretion of the Committee,
be transferable to a Permitted Transferee, upon written approval by the Committee to the extent provided in the Award Agreement.
If the Non-qualified Stock Option does not provide for transferability, then the Non-qualified Stock Option shall not be transferable
except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only
by the Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form
satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled
to exercise the Option.


 


6.7
Vesting of Options. Each Option may, but need not, vest and therefore become exercisable in periodic installments that
may, but need not, be equal. The Option may be subject to such other terms and conditions on the time or times when it may be
exercised (which may be based on performance or other criteria) as the Committee may deem appropriate. The vesting provisions
of individual Options may vary. No Option may be exercised for a fraction of a share of Common Stock.


 


6.8
Termination of Continuous Service. Unless otherwise provided in an Award Agreement or in an employment agreement the terms
of which have been approved by the Committee, in the event an Optionholder’s Continuous Service terminates (other than upon
the Optionholder’s death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder
was entitled to exercise such Option as of the date of termination) but only within such period of time ending on the earlier
of (a) the date three months following the termination of the Optionholder’s Continuous Service or (b) the expiration of
the term of the Option as set forth in the Award Agreement; provided that, if the termination of Continuous Service is
by the Company for Cause, all outstanding Options (whether or not vested) shall immediately terminate and cease to be exercisable.
If, after termination, the Optionholder does not exercise his or her Option within the time specified in the Award Agreement,
the Option shall terminate.


 




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6.9
Extension of Termination Date. An Optionholder’s Award Agreement may also provide that if the exercise of the Option
following the termination of the Optionholder’s Continuous Service for any reason would be prohibited at any time because
the issuance of shares of Common Stock would violate the registration requirements under the Securities Act or any other state
or federal securities law or the rules of any securities exchange or interdealer quotation system, then the Option shall terminate
on the earlier of (a) the expiration of the term of the Option in accordance with Section 6.1 or (b) the expiration of a period
after termination of the Participant’s Continuous Service that is three months after the end of the period during which
the exercise of the Option would be in violation of such registration or other securities law requirements.


 


6.10
Disability of Optionholder. Unless otherwise provided in an Award Agreement, in the event that an Optionholder’s
Continuous Service terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option
(to the extent that the Optionholder was entitled to exercise such Option as of the date of termination), but only within such
period of time ending on the earlier of (a) the date 12 months following such termination or (b) the expiration of the term of
the Option as set forth in the Award Agreement. If, after termination, the Optionholder does not exercise his or her Option within
the time specified herein or in the Award Agreement, the Option shall terminate.


 


6.11
Death of Optionholder. Unless otherwise provided in an Award Agreement, in the event an Optionholder’s Continuous
Service terminates as a result of the Optionholder’s death, then the Option may be exercised (to the extent the Optionholder
was entitled to exercise such Option as of the date of death) by the Optionholder’s estate, by a person who acquired the
right to exercise the Option by bequest or inheritance or by a person designated to exercise the Option upon the Optionholder’s
death, but only within the period ending on the earlier of (a) the date 12 months following the date of death or (b) the expiration
of the term of such Option as set forth in the Award Agreement. If, after the Optionholder’s death, the Option is not exercised
within the time specified herein or in the Award Agreement, the Option shall terminate.


 


6.12
Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time
of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder
during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, the Options or portions thereof
which exceed such limit (according to the order in which they were granted) shall be treated as Non- qualified Stock Options.


 


7.
Stock Appreciation Rights. Each Stock Appreciation Right granted under the Plan shall be evidenced by an Award Agreement.
Each Stock Appreciation Right so granted shall be subject to the conditions set forth in this Section 7, and to such other conditions
not inconsistent with the Plan as may be reflected in the applicable Award Agreement. Stock Appreciation Rights may be granted
alone (“Free Standing Rights”) or in tandem with an Option granted under the Plan (“Related Rights”).


 


7.1
Grant Requirements for Related Rights. Any Related Right that relates to a Non- qualified Stock Option may be granted at
the same time the Option is granted or at any time thereafter but before the exercise or expiration of the Option. Any Related
Right that relates to an Incentive Stock Option must be granted at the same time the Incentive Stock Option is granted.


 


7.2
Term. The term of a Stock Appreciation Right granted under the Plan shall be determined by the Committee; provided,
however, no Stock Appreciation Right shall be exercisable later than the tenth anniversary of the Grant Date.


 




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7.3
Vesting. Each Stock Appreciation Right may, but need not, vest and therefore become exercisable in periodic installments
that may, but need not, be equal. The Stock Appreciation Right may be subject to such other terms and conditions on the time or
times when it may be exercised as the Committee may deem appropriate. The vesting provisions of individual Stock Appreciation
Rights may vary. No Stock Appreciation Right may be exercised for a fraction of a share of Common Stock.


 


7.4
Exercise and Payment. Upon exercise of a Stock Appreciation Right, the holder shall be entitled to receive from the Company
an amount equal to the number of shares of Common Stock subject to the Stock Appreciation Right that is being exercised multiplied
by the excess of (i) the Fair Market Value of a share of Common Stock on the date the Award is exercised, over (ii) the exercise
price specified in the Stock Appreciation Right or related Option. Payment with respect to the exercise of a Stock Appreciation
Right shall be made on the date of exercise. Payment shall be made in the form of shares of Common Stock (with or without restrictions
as to substantial risk of forfeiture and transferability, as determined by the Committee in its sole discretion), cash or a combination
thereof, as determined by the Committee.


 


7.5 Exercise
Price. The exercise price of a Free Standing Right shall be determined by the Committee, but shall not be less than 100%
of the Fair Market Value of one share of Common Stock on the Grant Date of such Stock Appreciation Right. A Related Right
granted simultaneously with or subsequent to the grant of an Option and in conjunction therewith or in the alternative
thereto shall have the same exercise price as the related Option, shall be transferable only upon the same terms and
conditions as the related Option, and shall be exercisable only to the same extent as the related Option; provided,
however, that a Stock Appreciation Right, by its terms, shall be exercisable only when the Fair Market Value per share of
Common Stock subject to the Stock Appreciation Right and related Option exceeds the exercise price per share thereof and no
Stock Appreciation Rights may be granted in tandem with an Option unless the Committee determines that the requirements of
Section 7.1 are satisfied.


 


7.6
Reduction in the Underlying Option Shares. Upon any exercise of a Related Right, the number of shares of Common Stock for
which any related Option shall be exercisable shall be reduced by the number of shares for which the Stock Appreciation Right
has been exercised. The number of shares of Common Stock for which a Related Right shall be exercisable shall be reduced upon
any exercise of any related Option by the number of shares of Common Stock for which such Option has been exercised.


 


8.
Restricted Awards. A Restricted Award is an Award of actual shares of Common Stock (“Restricted Stock”)
or hypothetical Common Stock units (“Restricted Stock Units”) having a value equal to the Fair Market Value
of an identical number of shares of Common Stock, which may, but need not, provide that such Restricted Award may not be sold,
assigned, transferred or otherwise disposed of, pledged or hypothecated as collateral for a loan or as security for the performance
of any obligation or for any other purpose for such period (the “Restricted Period”) as the Committee shall
determine. Each Restricted Award granted under the Plan shall be evidenced by an Award Agreement. Each Restricted Award so granted
shall be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with the Plan as
may be reflected in the applicable Award Agreement.


 




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8.1
Restricted Stock and Restricted Stock Units.


 


(a)
Each Participant granted Restricted Stock shall execute and deliver to the Company an Award Agreement with respect to the Restricted
Stock setting forth the restrictions and other terms and conditions applicable to such Restricted Stock. If the Committee determines
that the Restricted Stock shall be held by the Company or in escrow rather than delivered to the Participant pending the release
of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (A)
an escrow agreement satisfactory to the Committee, if applicable, and (B) the appropriate blank stock power with respect to the
Restricted Stock covered by such agreement. If a Participant fails to execute an agreement evidencing an Award of Restricted Stock
and, if applicable, an escrow agreement and stock power, the Award shall be null and void. Subject to the restrictions set forth
in the Award, the Participant generally shall have the rights and privileges of a shareholder as to such Restricted Stock, including
the right to vote such Restricted Stock and the right to receive dividends; provided that, any cash dividends and stock
dividends with respect to the Restricted Stock may be withheld by the Company for the Participant’s account, and interest
may be credited on the amount of the cash dividends withheld at a rate and subject to such terms as determined by the Committee.
The cash dividends or stock dividends so withheld by the Committee and attributable to any particular share of Restricted Stock
(and earnings thereon, if applicable) shall be distributed to the Participant in cash or, at the discretion of the Committee,
in shares of Common Stock having a Fair Market Value equal to the amount of such dividends, if applicable, upon the release of
restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends.


 


(b)
The terms and conditions of a grant of Restricted Stock Units shall be reflected in an Award Agreement. No shares of Common Stock
shall be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside funds for the
payment of any such Award. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder.
The Committee may also grant Restricted Stock Units with a deferral feature, whereby settlement is deferred beyond the vesting
date until the occurrence of a future payment date or event set forth in an Award Agreement (“Deferred Stock Units”).
At the discretion of the Committee, each Restricted Stock Unit or Deferred Stock Unit (representing one share of Common Stock)
may be credited with an amount equal to the cash and stock dividends paid by the Company in respect of one share of Common Stock
(“Dividend Equivalents”). Dividend Equivalents shall be withheld by the Company and credited to the Participant’s
account, and interest may be credited on the amount of cash Dividend Equivalents credited to the Participant’s account at
a rate and subject to such terms as determined by the Committee. Dividend Equivalents credited to a Participant’s account
and attributable to any particular Restricted Stock Unit or Deferred Stock Unit (and earnings thereon, if applicable) shall be
distributed in cash or, at the discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the
amount of such Dividend Equivalents and earnings, if applicable, to the Participant upon settlement of such Restricted Stock Unit
or Deferred Stock Unit and, if such Restricted Stock Unit or Deferred Stock Unit is forfeited, the Participant shall have no right
to such Dividend Equivalents.


 


8.2
Restrictions.


 


(a)
Restricted Stock awarded to a Participant shall be subject to the following restrictions until the expiration of the Restricted
Period, and to such other terms and conditions as may be set forth in the applicable Award Agreement: (A) if an escrow arrangement
is used, the Participant shall not be entitled to delivery of the stock certificate;


 


(B)
the shares shall be subject to the restrictions on transferability set forth in the Award Agreement; (C) the shares shall be subject
to forfeiture to the extent provided in the applicable Award Agreement; and (D) to the extent such shares are forfeited, the stock
certificates shall be returned to the Company, and all rights of the Participant to such shares and as a shareholder with respect
to such shares shall terminate without further obligation on the part of the Company.


 




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(b)
Restricted Stock Units and Deferred Stock Units awarded to any Participant shall be subject to (A) forfeiture until the expiration
of the Restricted Period to the extent provided in the applicable Award Agreement, and to the extent such Restricted Stock Units
or Deferred Stock Units are forfeited, all rights of the Participant to such Restricted Stock Units or Deferred Stock Units shall
terminate without further obligation on the part of the Company and (B) such other terms and conditions as may be set forth in
the applicable Award Agreement.


 


(c)
The Committee shall have the authority to remove any or all of the restrictions on the Restricted Stock, Restricted Stock Units
and Deferred Stock Units whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances
arising after the date the Restricted Stock or Restricted Stock Units or Deferred Stock Units are granted, such action is appropriate.


 


8.3
Restricted Period. With respect to Restricted Awards, the Restricted Period shall commence on the Grant Date and end at
the time or times set forth on a schedule established by the Committee in the applicable Award Agreement. No Restricted Award
may be granted or settled for a fraction of a share of Common Stock.


 


8.4
Delivery of Restricted Stock and Settlement of Restricted Stock Units. Upon the expiration of the Restricted Period with
respect to any shares of Restricted Stock, the restrictions set forth in Section 8.2 and the applicable Award Agreement shall
be of no further force or effect with respect to such shares, except as set forth in the applicable Award Agreement. If an escrow
arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his or her beneficiary, without charge,
the stock certificate evidencing the shares of Restricted Stock which have not then been forfeited and with respect to which the
Restricted Period has expired (to the nearest full share) and any cash dividends or stock dividends credited to the Participant’s
account with respect to such Restricted Stock and the interest thereon, if any. Upon the expiration of the Restricted Period with
respect to any outstanding Restricted Stock Units, or at the expiration of the deferral period with respect to any outstanding
Deferred Stock Units, the Company shall deliver to the Participant, or his or her beneficiary, without charge, one share of Common
Stock for each such outstanding vested Restricted Stock Unit or Deferred Stock Unit (“Vested Unit”) and cash
equal to any Dividend Equivalents credited with respect to each such Vested Unit in accordance with Section 8.1(b) hereof and
the interest thereon or, at the discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to such
Dividend Equivalents and the interest thereon, if any; provided, however, that, if explicitly provided in the applicable
Award Agreement, the Committee may, in its sole discretion, elect to pay cash or part cash and part Common Stock in lieu of delivering
only shares of Common Stock for Vested Units. If a cash payment is made in lieu of delivering shares of Common Stock, the amount
of such payment shall be equal to the Fair Market Value of the Common Stock as of the date on which the Restricted Period lapsed
in the case of Restricted Stock Units, or the delivery date in the case of Deferred Stock Units, with respect to each Vested Unit.


 


8.5
Stock Restrictions. Each certificate representing Restricted Stock awarded under the Plan shall bear a legend in such form
as the Company deems appropriate.


 




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9. Securities Law Compliance. Each Award Agreement shall
provide that no shares of Common Stock shall be purchased or sold thereunder unless and until (a) any then applicable requirements
of state or federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel
and (b) if required to do so by the Company, the Participant has executed and delivered to the Company a letter of investment
intent in such form and containing such provisions as the Committee may require. The Company shall use reasonable efforts to seek
to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant
Awards and to issue and sell shares of Common Stock upon exercise of the Awards; provided, however, that this undertaking
shall not require the Company to register under the Securities Act the Plan, any Award or any Common Stock issued or issuable
pursuant to any such Award. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission
or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the
Plan, the Company shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Awards
unless and until such authority is obtained.


 


10.
Use of Proceeds from Stock. Proceeds from the sale of Common Stock pursuant to Awards, or upon exercise thereof, shall
constitute general funds of the Company.


 


11.
Miscellaneous.


 


11.1
Acceleration of Exercisability and Vesting. The Committee shall have the power to accelerate the time at which an Award
may first be exercised or the time during which an Award or any part thereof will vest in accordance with the Plan, notwithstanding
the provisions in the Award stating the time at which it may first be exercised or the time during which it will vest.


 


11.2
Shareholder Rights. Except as provided in the Plan or an Award Agreement, no Participant shall be deemed to be the holder
of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to such Award unless and until
such Participant has satisfied all requirements for exercise of the Award pursuant to its terms and no adjustment shall be made
for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions of other rights for
which the record date is prior to the date such Common Stock certificate is issued, except as provided in Section 12 hereof.


 


11.3
No Employment or Other Service Rights. Nothing in the Plan or any instrument executed or Award granted pursuant thereto
shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the
time the Award was granted or shall affect the right of the Company or an Affiliate to terminate (a) the employment of an Employee
with or without notice and with or without Cause or (b) the service of a Director pursuant to the bylaws of the Company or an
Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated,
as the case may be.


 


11.4
Transfer; Approved Leave of Absence. For purposes of the Plan, no termination of employment by an Employee shall be deemed
to result from either (a) a transfer of employment to the Company from an Affiliate or from the Company to an Affiliate, or from
one Affiliate to another, or (b) an approved leave of absence for military service or sickness, or for any other purpose approved
by the Company, if the Employee’s right to reemployment is guaranteed either by a statute or by contract or under the policy
pursuant to which the leave of absence was granted or if the Committee otherwise so provides in writing, in either case, except
to the extent inconsistent with Section 409A of the Code if the applicable Award is subject thereto.


 




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11.5 Withholding
Obligations. To the extent provided by the terms of an Award Agreement and subject to the discretion of the Committee,
the Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of
Common Stock under an Award by any of the following means (in addition to the Company’s right to withhold from any
compensation paid to the Participant by the Company) or by a combination of such means: (a) tendering a cash payment; (b)
authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the
Participant as a result of the exercise or acquisition of Common Stock under the Award, provided, however, that no
shares of Common Stock are withheld with a value exceeding the maximum amount of tax required to be withheld by law; or (c)
delivering to the Company previously owned and unencumbered shares of Common Stock of the Company.


 


12.
Adjustments upon Changes in Stock. In the event of changes in the outstanding Common Stock or in the capital structure
of the Company by reason of any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary corporate
transaction such as any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant change
in capitalization occurring after the Grant Date of any Award, Awards granted under the Plan and any Award Agreements, the exercise
price of Options and Stock Appreciation Rights, and the maximum number of shares of Common Stock subject to all Awards stated
in Section 4 will be equitably adjusted or substituted, as to the number, price or kind of a share of Common Stock or other consideration
subject to such Awards to the extent necessary to preserve the economic intent of such Award. In the case of adjustments made
pursuant to this Section 14, unless the Committee specifically determines that such adjustment is in the best interests of the
Company or its Affiliates, the Committee shall, in the case of Incentive Stock Options, ensure that any adjustments under this
Section 14 will not constitute a modification, extension or renewal of the Incentive Stock Options within the meaning of Section
424(h)(3) of the Code and in the case of Non-qualified Stock Options, ensure that any adjustments under this Section 14 will not
constitute a modification of such Non-qualified Stock Options within the meaning of Section 409A of the Code. Any adjustments
made under this Section 14 shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3
under the Exchange Act. The Company shall give each Participant notice of an adjustment hereunder and, upon notice, such adjustment
shall be conclusive and binding for all purposes.


 


13.
Effect of Change in Control.


 


13.1
Unless otherwise provided in an Award Agreement, notwithstanding any provision of the Plan to the contrary, in the event of a
Participant’s termination of Continuous Service without Cause or for Good Reason during the 12-month period following a
Change in Control, all outstanding Options and Stock Appreciation Rights shall become immediately exercisable with respect to
100% of the shares subject to such Options or Stock Appreciation Rights, and/or the Restricted Period shall expire immediately
with respect to 100% of the outstanding shares of Restricted Stock or Restricted Stock Units as of the date of the Participant’s
termination of Continuous Service. To the extent practicable, any actions taken by the Committee under the immediately preceding
sentence shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change in
Control with respect to the shares of Common Stock subject to their Awards.


 


13.2
In addition, in the event of a Change in Control, the Committee may in its discretion and upon at least 10 days’ advance
notice to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination
thereof, the value of such Awards based upon the price per share of Common Stock received or to be received by other shareholders
of the Company in the event. In the case of any Option or Stock Appreciation Right with an exercise price (or SAR Exercise Price
in the case of a Stock Appreciation Right) that equals or exceeds the price paid for a share of Common Stock in connection with
the Change in Control, the Committee may cancel the Option or Stock Appreciation Right without the payment of consideration therefor.


 




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13.3
The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the
merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to
all or substantially all of the assets and business of the Company and its Affiliates, taken as a whole.


 


14.
Amendment of the Plan and Awards.


 


14.1
Amendment of Plan. The Board at any time, and from time to time, may amend or terminate the Plan. However, except as provided
in Section 12 relating to adjustments upon changes in Common Stock and Section 14.3, no amendment shall be effective unless approved
by the shareholders of the Company to the extent shareholder approval is necessary to satisfy any Applicable Laws. At the time
of such amendment, the Board shall determine, upon advice from counsel, whether such amendment will be contingent on shareholder
approval.


 


14.2
Shareholder Approval. The Board may, in its sole discretion, submit any other amendment to the Plan for shareholder approval.


 


14.3
Contemplated Amendments. It is expressly contemplated that the Board may amend the Plan in any respect the Board deems
necessary or advisable to provide eligible Employees, Consultants and Directors with the maximum benefits provided or to be provided
under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options or to the nonqualified
deferred compensation provisions of Section 409A of the Code and/or to bring the Plan and/or Awards granted under it into compliance
therewith.


 


14.4
No Impairment of Rights. Rights under any Award granted before amendment of the Plan shall not be impaired by any amendment
of the Plan unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing.


 


14.5
Amendment of Awards. The Committee at any time, and from time to time, may amend the terms of any one or more Awards; provided,
however, that the Committee may not affect any amendment which would otherwise constitute an impairment of the rights under
any Award unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing.


 


15.
General Provisions.


 


15.1
Forfeiture Events. The Committee may specify in an Award Agreement that the Participant’s rights, payments and benefits
with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain
events, in addition to applicable vesting conditions of an Award. Such events may include, without limitation, breach of non-
competition, non-solicitation, confidentiality, or other restrictive covenants that are contained in the Award Agreement or otherwise
applicable to the Participant, a termination of the Participant’s Continuous Service for Cause, or other conduct by the
Participant that is detrimental to the business or reputation of the Company and/or its Affiliates.


 




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15.2
Clawback. Notwithstanding any other provisions in this Plan, the Company may cancel any Award, require reimbursement of
any Award by a Participant, and effect any other right of recoupment of equity or other compensation provided under the Plan in
accordance with any Company policies that may be adopted and/or modified from time to time (“Clawback Policy”).
In addition, a Participant may be required to repay to the Company previously paid compensation, whether provided pursuant to
the Plan or an Award Agreement, in accordance with the Clawback Policy. By accepting an Award, the Participant is agreeing to
be bound by the Clawback Policy, as in effect or as may be adopted and/or modified from time to time by the Company in its discretion
(including, without limitation, to comply with applicable law or stock exchange listing requirements).


 


15.3
Other Compensation Arrangements. Nothing contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, subject to shareholder approval if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases.


 


15.4
Sub-Plans. The Committee may from time to time establish sub-plans under the Plan for purposes of satisfying securities,
tax or other laws of various jurisdictions in which the Company intends to grant Awards. Any sub-plans shall contain such limitations
and other terms and conditions as the Committee determines are necessary or desirable. All sub-plans shall be deemed a part of
the Plan, but each sub-plan shall apply only to the Participants in the jurisdiction for which the sub-plan was designed.


 


15.5
Unfunded Plan. The Plan shall be unfunded. Neither the Company, the Board nor the Committee shall be required to establish
any special or separate fund or to segregate any assets to assure the performance of its obligations under the Plan.


 


15.6
Recapitalizations. Each Award Agreement shall contain provisions required to reflect the provisions of Section 12.


 


15.7
Delivery. Upon exercise of a right granted under this Plan, the Company shall issue Common Stock or pay any amounts due
within a reasonable period of time thereafter. Subject to any statutory or regulatory obligations the Company may otherwise have,
for purposes of this Plan, 30 days shall be considered a reasonable period of time.


 


15.8
No Fractional Shares. No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The Committee
shall determine whether cash, additional Awards or other securities or property shall be issued or paid in lieu of fractional
shares of Common Stock or whether any fractional shares should be rounded, forfeited or otherwise eliminated.


 


15.9
Other Provisions. The Award Agreements authorized under the Plan may contain such other provisions not inconsistent with
this Plan, including, without limitation, restrictions upon the exercise of Awards, as the Committee may deem advisable.


 


15.10
Section 409A. The Plan is intended to comply with Section 409A of the Code to the extent subject thereto, and, accordingly,
to the maximum extent permitted, the Plan shall be interpreted and administered to be in compliance therewith. Any payments described
in the Plan that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not
be treated as deferred compensation unless Applicable Laws require otherwise. Notwithstanding anything to the contrary in the
Plan, to the extent required to avoid accelerated taxation and tax penalties under Section 409A of the Code, amounts that would
otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6) month period immediately
following the Participant’s termination of Continuous Service shall instead be paid on the first payroll date after the
six-month anniversary of the Participant’s separation from service (or the Participant’s death, if earlier). Notwithstanding
the foregoing, neither the Company nor the Committee shall have any obligation to take any action to prevent the assessment of
any additional tax or penalty on any Participant under Section 409A of the Code and neither the Company nor the Committee will
have any liability to any Participant for such tax or penalty.


 




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15.11
Disqualifying Dispositions. Any Participant who shall make a “disposition” (as defined in Section 424 of the
Code) of all or any portion of shares of Common Stock acquired upon exercise of an Incentive Stock Option within two years from
the Grant Date of such Incentive Stock Option or within one year after the issuance of the shares of Common Stock acquired upon
exercise of such Incentive Stock Option (a “Disqualifying Disposition”) shall be required to immediately advise
the Company in writing as to the occurrence of the sale and the price realized upon the sale of such shares of Common Stock.


 


15.12
Section 16. It is the intent of the Company that the Plan satisfy, and be interpreted in a manner that satisfies, the applicable
requirements of Rule 16b-3 as promulgated under Section 16 of the Exchange Act so that Participants will be entitled to the benefit
of Rule 16b-3, or any other rule promulgated under Section 16 of the Exchange Act, and will not be subject to short-swing liability
under Section 16 of the Exchange Act. Accordingly, if the operation of any provision of the Plan would conflict with the intent
expressed in this Section 17.13, such provision to the extent possible shall be interpreted and/or deemed amended so as to avoid
such conflict.


 


15.13
Beneficiary Designation. Each Participant under the Plan may from time to time name any beneficiary or beneficiaries by
whom any right under the Plan is to be exercised in case of such Participant’s death. Each designation will revoke all prior
designations by the same Participant, shall be in a form reasonably prescribed by the Committee and shall be effective only when
filed by the Participant in writing with the Company during the Participant’s lifetime.


 


15.14
Expenses. The costs of administering the Plan shall be paid by the Company.


 


15.15
Severability. If any of the provisions of the Plan or any Award Agreement is held to be invalid, illegal or unenforceable,
whether in whole or in part, such provision shall be deemed modified to the extent, but only to the extent, of such invalidity,
illegality or unenforceability and the remaining provisions shall not be affected thereby.


 


15.16
Plan Headings. The headings in the Plan are for purposes of convenience only and are not intended to define or limit the
construction of the provisions hereof.


 


15.17
Non-Uniform Treatment. The Committee’s determinations under the Plan need not be uniform and may be made by it selectively
among persons who are eligible to receive, or actually receive, Awards. Without limiting the generality of the foregoing, the
Committee shall be entitled to make non-uniform and selective determinations, amendments and adjustments, and to enter into non-
uniform and selective Award Agreements.


 


16.
Effective Date of Plan. The Plan shall become effective as of the Effective Date.


 


17.
Termination or Suspension of the Plan. The Plan shall terminate automatically on November 30, 2030. No Award shall be granted
pursuant to the Plan after such date, but Awards theretofore granted may extend beyond that date. The Board may suspend or terminate
the Plan at any earlier date pursuant to Section 14.1 hereof. No Awards may be granted under the Plan while the Plan is suspended
or after it is terminated.


 


18.
Choice of Law. The law of the State of Washington shall govern all questions concerning the construction, validity and
interpretation of this Plan, without regard to such state’s conflict of law rules.


 


As
adopted by the Board of Directors of TraQiQ, Inc. on October 11, 2020. As approved by the shareholders of TraQiQ, Inc. on October
8, 2020.


 




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