Exhibit
10.1


 


SONDORS
INC.


 


2022
EQUITY INCENTIVE PLAN


 


SONDORS
Inc., a Delaware corporation, sets forth herein the terms of its 2022 Equity Incentive Plan, as follows:


 


1.
PURPOSE.


 


The
Plan (as defined herein) has been approved by the Board and the Company’s stockholders and will become effective upon the execution
of an underwriting agreement with respect to the Company’s initial public offering of Common Stock (the “Effective Time”).
The Plan shall remain in effect until terminated by action of the Board; provided, however, that no Award shall be
granted after Termination Date (as defined herein).


 


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


 


2.
DEFINITIONS.


 


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


 


2.1.
“Affiliate” means any company or other trade or business that “controls,” is “controlled by”
or is “under common control” with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including,
without limitation, any Subsidiary.


 


2.2.
“Award” means a grant of an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, or Other Stock-based
Award under the Plan.


 


2.3.
“Award Agreement” means a written agreement between the Company and a Grantee, or notice from the Company or an Affiliate
to a Grantee that evidences and sets out the terms and conditions of an Award.


 


2.4.
“Board” means the Board of Directors of the Company.


 


2.5.
“Change in Control” shall have the meaning set forth in Section 15.3.2.


 




    	 



    	 



    

 


2.6.
“Code” means the Internal Revenue Code of 1986, as now in effect or as hereafter amended. References to the Code shall
include the valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered
thereunder.


 


2.7.
“Committee” means the Compensation Committee of the Board or any committee or other person or persons designated by
the Board to administer the Plan. The Board will cause the Committee to satisfy the applicable requirements of any stock exchange on
which the Common Stock may then be listed. For purposes of Awards to Grantees who are subject to Section 16 of the Exchange Act, Committee
means all of the members of the Committee who are “non-employee directors” within the meaning of Rule 16b-3 adopted under
the Exchange Act. All references in the Plan to the Board shall mean such Committee or the Board.


 


2.8.
“Company” means SONDORS Inc., a Delaware corporation, or any successor corporation.


 


2.9.
“Common Stock” or “Stock” means a share of common stock of the Company, par value $0.0001 per share.


 


2.10.
“Continuing Director” means a director of the Company who is serving as such on the Effective Date and any person
who is approved as a nominee or elected to the Board by a majority of the Continuing Directors who are then members of the Board, but
excluding, for this purpose, any such person whose initial assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consent by or on
behalf of a Person other than the Board.


 


2.11.
“Corporate Transaction” means a reorganization, merger, statutory share exchange, consolidation, sale of all or substantially
all of the Company’s assets, or the acquisition of assets or stock of another entity by the Company, or other corporate transaction
involving the Company or any of its Subsidiaries.


 


2.12.
“Dividend Equivalent” means the right, granted under the Plan, to receive cash, shares of Common Stock, other Awards
or other property equal in value to all or a specified portion of dividends paid with respect to a specified number of shares of Common
Stock.


 


2.13.
“Exchange Act” means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.


 


2.14.
“Fair Market Value” of a share of Common Stock, as of a particular date, means (i) if the Common Stock is listed on
a national securities exchange, the closing or last price of the Common Stock on the composite tape or other comparable reporting system
for the applicable date, or if the applicable date is not a trading day, the trading day immediately preceding the applicable date, or
(ii) if the shares of Common Stock are not then listed on a national securities exchange, the closing or last price of the Common Stock
quoted by an established quotation service for over-the-counter securities, or (iii) if the shares of Common Stock are not then listed
on a national securities exchange or quoted by an established quotation service for over-the-counter securities, or the value of such
shares is not otherwise determinable, such value as determined by the Board in good faith in its sole discretion. Notwithstanding the
foregoing, (A) with respect to any Award that is effective upon the execution of an underwriting agreement with respect to the Company’s
initial public offering of shares of Common Stock, the Fair Market Value shall mean the initial public offering price of a share of Common
Stock as set forth in that underwriting agreement or (B) in connection with a Change in Control, Fair Market Value shall be determined
in good faith by the Committee or the Board, such determination by the Committee or the Board to be final conclusive and binding


 




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2.15.
“Family Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including
adoptive relationships, of the applicable individual, any person sharing the applicable individual’s household (other than a tenant
or employee), a trust in which any one or more of these persons have more than fifty percent of the beneficial interest, a foundation
in which any one or more of these persons (or the applicable individual) control the management of assets, and any other entity in which
one or more of these persons (or the applicable individual) own more than fifty percent of the voting interests.


 


2.16.
“Grant Date” means, as determined by the Board, the latest to occur of (i) the date as of which the Board approves
an Award, (ii) the date on which the recipient of an Award first becomes eligible to receive an Award under Section 6, or (iii)
such other date as may be specified by the Board or the Committee in the Award Agreement.


 


2.17.
“Grantee” means a person who receives or holds an Award under the Plan.


 


2.18.
“Incentive Stock Option” means an “incentive stock option” within the meaning of Section 422 of the Code,
or the corresponding provision of any subsequently enacted tax statute, as amended from time to time.


 


2.19.
“Non-Employee Director” means a member of the Board who is not an officer or employee of the Company or any Subsidiary.


 


2.20.
“Non-qualified Stock Option” means an Option that is not an Incentive Stock Option.


 


2.21.
“Option” means an option to purchase one or more shares of Stock pursuant to the Plan.


 


2.22.
“Option Price” means the exercise price for each share of Stock subject to an Option.


 


2.23.
“Original Effective Date” shall have the meaning set forth in Section 1.


 


2.24.
“Other Stock-based Awards” means Awards consisting of Stock units, or other Awards, valued in whole or in part by
reference to, or otherwise based on, Common Stock, other than Options, Stock Appreciation Rights, Restricted Stock, and Restricted Stock
Units.


 


2.25.
“Outstanding Voting Securities” means the outstanding voting securities of the Company entitled to vote generally
in the election of directors.


 




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2.26.
“Performance Award” means an Award made subject to the attainment of performance goals (as described in Section
12) over a performance period established by the Committee.


 


2.27.
“Person” means an individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.


 


2.28.
“Plan” means this SONDORS Inc. 2022 Equity Incentive Plan, as amended from time to time.


 


2.29.
“Purchase Price” means the purchase price for each share of Stock pursuant to a grant of Restricted Stock.


 


2.30.
“Restatement Effective Date” shall have the meaning set forth in Section
1.


 


2.31.
“Restricted Period” shall have the meaning set forth in Section 10.1.


 


2.32.
“Restricted Stock” means shares of Stock, awarded to a Grantee pursuant to Section 10 hereof.


 


2.33.
“Restricted Stock Unit” means a bookkeeping entry representing the equivalent of shares of Stock, awarded to a Grantee
pursuant to Section 10.


 


2.34.
“SAR Exercise Price” means the per share exercise price of a SAR granted to a Grantee under Section 9.


 


2.35.
“SEC” means the United States Securities and Exchange Commission.


 


2.36.
“Section 409A”means Section 409A of the Code.


 


2.37.
“Securities Act” means the Securities Act of 1933, as now in effect or as hereafter amended.


 


2.38.
“Separation from Service” means a termination of Service by a Service Provider, as determined by the Board, which
determination shall be final, binding and conclusive; provided, however, that if any Award governed by Section 409A is
to be distributed on a Separation from Service, then the definition of Separation from Service for such purposes shall comply with the
definition provided in Section 409A.


 


2.39.
“Service” means service as a Service Provider to the Company or an Affiliate. Unless otherwise stated in the applicable
Award Agreement, a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as such
Grantee continues to be a Service Provider to the Company or an Affiliate.


 


2.40.
“Service Provider” means an employee, officer, Non-Employee Director, consultant or advisor of the Company or an Affiliate.


 




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2.41.
“Stock Appreciation Right” or “SAR” means a right granted to a Grantee under Section 9.


 


2.42.
“Subsidiary” means any “subsidiary corporation” of the Company within the meaning of Section 424(f) of
the Code.


 


2.43.
“Substitute Award” means any Award granted in assumption of or in substitution for an award of a company or business
acquired by the Company or a Subsidiary or with which the Company or an Affiliate combines.


 


2.44.
“Ten Percent Stockholder” means an individual who owns more than ten percent (10%) of the total combined voting power
of all classes of outstanding stock of the Company, its parent or any of its Subsidiaries. In determining stock ownership, the attribution
rules of Section 424(d) of the Code shall be applied.


 


2.45.
“Termination Date” means the date that is ten (10) years after the Effective Date, unless the Plan is earlier terminated
by the Board under Section 5.2.


 


3.
ADMINISTRATION OF THE PLAN.


 


3.1.
General.


 


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


 


(i)
designate Grantees;


 


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


 


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


 




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


 


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


 


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


 


(b)
To the extent permitted by applicable law, the Board may delegate its authority as identified herein to any individual or committee of
individuals (who need not be directors), including without limitation the authority to make Awards to Grantees who are not subject to
Section 16 of the Exchange Act or who are not Covered Employees. To the extent that the Board delegates its authority to make Awards
as provided by this Section 3.1, all references in the Plan to the Board’s authority to make Awards and determinations with
respect thereto shall be deemed to include the Board’s delegate. Any such delegate shall serve at the pleasure of, and may be removed
at any time by the Board.


 


3.2.
Repricing Prohibited. Notwithstanding any provision herein to the contrary, the repricing of Options or SARs is prohibited without
prior approval of the Company’s stockholders. For this purpose, a “repricing” means any of the following (or any other
action that has the same effect as any of the following): (i) changing the terms of an Option or SAR to lower its Option Price or SAR
Exercise Price; (ii) any other action that is treated as a “repricing” under generally accepted accounting principles; and
(iii) repurchasing for cash or canceling an Option or SAR at a time when its Option Price or SAR Exercise Price is greater than the Fair
Market Value of the underlying shares in exchange for another Award, unless the cancellation and exchange occurs in connection with a
change in capitalization or similar change under Section 15. A cancellation and exchange under clause (iii) would be considered
a “repricing” regardless of whether it is treated as a “repricing” under generally accepted accounting principles
and regardless of whether it is voluntary on the part of the Grantee.


 


3.3.
Clawbacks. Awards shall be subject to the requirements of (i) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection
Act (regarding recovery of erroneously awarded compensation) and any implementing rules and regulations thereunder, (ii) similar rules
under the laws of any other jurisdiction, (iii) any compensation recovery policies adopted by the Company to implement any such requirements
or (iv) any other compensation recovery policies as may be adopted from time to time by the Company, all to the extent determined by
the Committee in its discretion to be applicable to a Grantee.


 


3.4.
Deferral Arrangement. The Board may permit or require the deferral of any Award payment into a deferred compensation arrangement,
subject to such rules and procedures as it may establish and in accordance with Section 409A, which may include provisions for the payment
or crediting of interest or dividend equivalents, including converting such credits into deferred Stock units.


 




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3.5.
No Liability. No member of the Board or of the Committee shall be liable for any action or determination made in good faith with
respect to the Plan, any Award or Award Agreement.


 


3.6.
Book Entry. Notwithstanding any other provision of this Plan to the contrary, the Company may elect to satisfy any requirement
under this Plan for the delivery of stock certificates through the use of book-entry.


 


4.
STOCK SUBJECT TO THE PLAN.


 


4.1.
Authorized Number of Shares. Subject to adjustment under Section 15, the total number of shares of Common Stock authorized
to be awarded under the Plan from and after the Effective Date shall not exceed 3,500,000 shares. Shares issued under the Plan may consist
in whole or in part of authorized but unissued shares, treasury shares, or shares purchased on the open market or otherwise, all as determined
by the Company from time to time.


 


4.2.
Share Counting.


 


4.2.1.
General. Each share of Common Stock granted in connection with an Award shall be counted as one share against the limit in Section
4.1, subject to the provisions of this Section 4.2.


 


4.2.2.
Cash-Settled Awards. Any Award (whether granted before or after the Restatement Effective Date) settled in cash after the Restatement
Effective Date shall not be counted as shares of Common Stock for any purpose under this Plan and shall again be available for the grant
of Awards under the Plan.


 


4.2.3.
Expired or Terminated Awards. If any Award under the Plan (whether granted before or after the Restatement Effective Date) expires,
or is terminated, surrendered or forfeited after the Restatement Effective Date, in whole or in part, the unissued shares of Common Stock
covered by such Award shall again be available for the grant of Awards under the Plan.


 


4.2.4.
Payment of Option Price or Tax Withholding in Shares. The full number of shares of Common Stock with respect to which an Option
or SAR is granted shall count against the aggregate number of shares available for grant under the Plan. Accordingly, if in accordance
with the terms of the Plan, a Participant pays the Option Price for an Option by either tendering previously owned shares or having the
Company withhold shares, then such shares surrendered to pay the Option Price shall continue to count against the aggregate number of
shares available for grant under the Plan set forth in Section 4.1. In addition, if in accordance with the terms of the Plan,
a Participant satisfies any tax withholding requirement with respect to any taxable event arising as a result of this Plan by either
tendering previously owned shares or having the Company withhold shares, then such shares surrendered to satisfy such tax withholding
requirements shall continue to count against the aggregate number of shares available for grant under the Plan set forth in Section
4.1.


 




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4.2.5.
Substitute Awards. In the case of any Substitute Award, such Substitute Award shall not be counted against the number of shares
reserved under the Plan.


 


4.3.
Incentive Stock Option Award Limits. Subject to adjustment under Section 15, 3,500,000 shares of Common Stock shall be
available for issuance under the Plan shall be available for issuance under Incentive Stock Options.


 


5.
RESTATEMENT EFFECTIVE DATE, DURATION AND AMENDMENTS.


 


5.1.
Term. The amended and restated Plan shall be effective as of the Effective Date. The Plan shall terminate automatically on the
ten (10) year anniversary of the Effective Date and may be terminated on any earlier date as provided in Section 5.2. Incentive
Stock Options may not be granted more than ten (10) years after the Plan was adopted by the Board.


 


5.2.
Amendment and Termination of the Plan. The Board may, at any time and from time to time, amend, suspend, or terminate the Plan
as to any Awards which have not been made. An amendment shall be contingent on approval of the Company’s stockholders to the extent
stated by the Board, required by applicable law or required by applicable stock exchange listing requirements. Notwithstanding the foregoing,
any amendment to Section 3.2 shall be contingent upon the approval of the Company’s stockholders. No Awards shall be made
after the Termination Date (and no Incentive Stock Option shall be granted after the date that is ten (10) years from the most recent
Board approval of the Plan). The applicable terms of the Plan, and any terms and conditions applicable to Awards granted prior to the
Termination Date shall survive the termination of the Plan and continue to apply to such Awards. No amendment, suspension, or termination
of the Plan shall, without the consent of the Grantee, materially impair rights or obligations under any Award theretofore awarded.


 


5.3.
Amendment of Awards. The Committee may amend any outstanding Awards to the extent it deems appropriate; provided, however,
that no amendment to an outstanding Award may adversely impair the rights of a Grantee without the Grantee’s consent.


 


6.
AWARD ELIGIBILITY AND LIMITATIONS.


 


6.1.
Service Providers. Subject to this Section 6.1, Awards may be made to any Service Provider, including any Service Provider
who is an officer, Non-Employee Director, consultant or advisor of the Company or of any Affiliate, as the Board shall determine and
designate from time to time in its discretion.


 


6.2.
Successive Awards.


 


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


 




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


 


Awards
may, in the discretion of the Board, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, any
other Award or any award granted under another plan of the Company, any Affiliate, or any business entity to be acquired by the Company
or an Affiliate, or any other right of a Grantee to receive payment from the Company or any Affiliate. Such additional, tandem, and substitute
or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, the Board shall
have the right to require the surrender of such other Award in consideration for the grant of the new Award. Subject to Section 3.2,
the Board shall have the right, in its discretion, to make Awards in substitution or exchange for any other award under another plan
of the Company, any Affiliate, or any business entity to be acquired by the Company or an Affiliate. In addition, Awards may be granted
in lieu of cash compensation, including in lieu of cash amounts payable under other plans of the Company or any Affiliate, in which the
value of Stock subject to the Award is equivalent in value to the cash compensation (for example, Restricted Stock Units or Restricted
Stock).


 


7.
AWARD AGREEMENT


 


Each
Award shall be evidenced by an Award Agreement, in such form or forms as the Board shall from time to time determine, not inconsistent
with the terms of the Plan. Without limiting the foregoing, an Award Agreement may be provided in the form of a notice which provides
that acceptance of the Award constitutes acceptance of all terms of the Plan and the notice. Award Agreements granted from time to time
or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing
an Award of Options shall specify whether such Options are intended to be Non-qualified Stock Options or Incentive Stock Options, and
in the absence of such specification such options shall be deemed Non-qualified Stock Options.


 


8.
TERMS AND CONDITIONS OF OPTIONS


 


8.1.
Option Price.


 


The
Option Price of each Option shall be fixed by the Board and stated in the related Award Agreement. The Option Price of each Option (except
those that constitute Substitute Awards) shall be at least the Fair Market Value on the Grant Date of a share of Stock; provided,
however, that in the event that a Grantee is a Ten Percent Stockholder as of the Grant Date, the Option Price of an Option granted
to such Grantee that is intended to be an Incentive Stock Option shall be not less than 110 percent (110%) of the Fair Market Value of
a share of Stock on the Grant Date. In no case shall the Option Price of any Option be less than the par value of a share of Stock.


 


8.2.
Vesting.


 


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


 




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8.3.
Term.


 


Each
Option shall terminate, and all rights to purchase shares of Stock thereunder shall cease, upon the expiration of ten (10) years from
the Grant Date, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Board
and stated in the related Award Agreement; provided, however, that in the event that the Grantee is a Ten Percent Stockholder,
an Option granted to such Grantee that is intended to be an Incentive Stock Option at the Grant Date shall not be exercisable after the
expiration of five (5) years from its Grant Date.


 


8.4.
Limitations on Exercise of Option.


 


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


 


8.5.
Method of Exercise.


 


An
Option that is exercisable may be exercised by the Grantee’s delivery of a notice of exercise to the Company, setting forth the
number of shares of Stock with respect to which the Option is to be exercised, accompanied by full payment for the shares. To be effective,
notice of exercise must be made in accordance with procedures established by the Company from time to time. The Option may not be exercised
as to fewer than one hundred (100) shares of Stock unless it is exercised as to all shares as to which the Option is then exercisable.


 


8.6.
Rights of Holders of Options.


 


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


 


8.7.
Delivery of Stock.


 


Promptly
after the exercise of an Option by a Grantee and the payment in full of the Option Price, the Company shall deliver to the Grantee the
shares of Stock being purchased, as evidenced by issuance of a stock certificate or certificates, electronic delivery of such shares
to a brokerage account designated by such person, or book-entry registration of such shares with the Company’s transfer agent.


 


8.8.
Limitations on Incentive Stock Options.


 


An
Option shall constitute an Incentive Stock Option only (i) if the Grantee of such Option is an employee of the Company or any Subsidiary
of the Company; (ii) to the extent specifically provided in the related Award Agreement; and (iii) to the extent that the aggregate Fair
Market Value (determined at the time the Option is granted) of the shares of Stock with respect to which all Incentive Stock Options
held by such Grantee become exercisable for the first time during any calendar year (under the Plan and all other plans of the Grantee’s
employer and its Affiliates) does not exceed $100,000. This limitation shall be applied by taking Options into account in the order in
which they were granted.


 




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9.
TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS


 


9.1.
Right to Payment.


 


A
SAR shall confer on the Grantee a right to receive, upon exercise thereof, the excess of (i) the Fair Market Value of one share of Stock
on the date of exercise over (ii) the SAR Exercise Price, as determined by the Board. The Award Agreement for a SAR (except those that
constitute Substitute Awards) shall specify the SAR Exercise Price, which shall be fixed on the Grant Date as not less than the Fair
Market Value of a share of Stock on that date. SARs may be granted alone or in conjunction with all or part of an Option or at any subsequent
time during the term of such Option or in conjunction with all or part of any other Award. A SAR granted in tandem with an outstanding
Option following the Grant Date of such Option shall have a grant price that is equal to the Option Price; provided, however,
that the SAR’s grant price may not be less than the Fair Market Value of a share of Stock on the Grant Date of the SAR to the extent
required by Section 409A.


 


9.2.
Other Terms.


 


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


 


9.3.
Term of SARs.


 


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


 


9.4.
Payment of SAR Amount.


 


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


 


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


 


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


 




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


 


10.1.
Restrictions.


 


At
the time of grant, the Board may, in its sole discretion, establish a period of time (a “Restricted Period”) and any
additional restrictions including the satisfaction of corporate or individual performance objectives applicable to an Award of Restricted
Stock or Restricted Stock Units in accordance with Section 12.


 


10.2.
Restricted Stock Certificates.


 


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


 


10.3.
Rights of Holders of Restricted Stock.


 


Unless
the Board otherwise provides in an Award Agreement and subject to Section 17.12, prior to their forfeiture (in accordance
with the applicable Award Agreement and while the shares of Common Stock granted pursuant to such Award of Restricted Stock may be forfeited
and are nontransferable), a Grantee will have all rights of a stockholder with respect to an Award of Restricted Stock, including the
right to receive dividends and vote the shares; provided, however, that during such period (a) a Grantee may not sell,
transfer, pledge, exchange, hypothecate or otherwise dispose of shares granted pursuant to a Restricted Stock Award, (b) the Company
shall retain custody of any certificates evidencing shares granted pursuant to a Restricted Stock Award and (c) the Grantee will deliver
to the Company a stock power, endorsed in blank, with respect to each Restricted Stock Award. In lieu of retaining custody of the certificates
evidencing shares granted pursuant to a Restricted Stock Award, the shares of Common Stock granted pursuant to the Restricted Stock Award
may, in the Committee’s discretion, be held in escrow by the Company or recorded as outstanding by notation on the stock records
of the Company until the Grantee’s interest in such shares of Common Stock vest. Notwithstanding the preceding sentences, but subject
to Section 17.9, if and to the extent deemed necessary by the Committee, dividends payable with respect to Restricted Stock Awards
may accumulate (without interest) and become payable in cash or in shares of Common Stock to the Grantee at the time, and only to the
extent that, the portion of the Restricted Stock Award to which the dividends relate has become transferable and nonforfeitable. The
limitations set forth in the preceding sentences shall not apply after the shares granted under the Restricted Stock Award are transferable
and are no longer forfeitable.


 




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10.4.
Rights of Holders of Restricted Stock Units.


 


Unless
otherwise stated in the applicable Award Agreement and subject to Section 17.12, no Grantee shall, as a result of receiving a
grant of Restricted Stock Units, have any rights as a stockholder until and then only to the extent that the Restricted Stock Units are
earned and settled in shares of Common Stock and the Grantee being registered as the holder of the shares of Common Stock received on
settlement of the Restricted Stock Units, nor shall any Grantee receive Dividend Equivalents solely as a result of receiving a grant
of Restricted Stock Units. However, notwithstanding the foregoing, the Committee, in its sole discretion, may grant Dividend Equivalents
in the Agreement in connection with a grant of Restricted Stock Units. By way of example and not limitation, such Dividend Equivalents
may provide that, for so long as the Grantee holds any Restricted Stock Units, if the Company pays any cash dividends on its Common Stock,
then (a) the Company may pay the Grantee in cash for each outstanding Restricted Stock Unit covered by the Agreement as of the record
date of such dividend, less any required withholdings, the per share amount of such dividend or (b) the number of outstanding Restricted
Stock Units covered by the Agreement may be increased by the number of Restricted Stock Units, rounded down to the nearest whole number,
equal to (i) the product of the number of the Grantee’s outstanding Restricted Stock Units as of the record date for such dividend
multiplied by the per share amount of the dividend divided by (ii) the Fair Market Value of a share of Common Stock on the payment date
of such dividend. In the event additional Restricted Stock Units are awarded, such Restricted Stock Units shall be subject to the same
terms and conditions set forth in the Plan and the Agreement as the outstanding Restricted Stock Units with respect to which they were
granted. Notwithstanding the preceding sentences, but subject to Section 17.9, if and to the extent deemed necessary to the Committee,
Dividend Equivalents payable with respect to Restricted Stock Units may accumulate (without interest) and become payable to the Grantee
at the time, and only to the extent that, the portion of the Restricted Stock Units to which the Dividend Equivalents relate has become
earned and payable. The limitations set forth in the preceding sentences shall not apply after the Restricted Stock Units become earned
and payable and shares are issued thereunder. A Grantee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of
Restricted Stock Units during the Restricted Period or prior to the satisfaction of any other applicable restrictions.


 


10.5.
Settlement of Restricted Stock Units.


 


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


 


10.6.
Creditor’s Rights.


 


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


 


10.7.
Purchase of Restricted Stock.


 


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


 




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10.8.
Delivery of Stock.


 


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


 


11.
FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK


 


11.1.
General Rule.


 


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


 


11.2.
Surrender of Stock.


 


To
the extent the Award Agreement so provides, payment of the Option Price for shares purchased pursuant to the exercise of an Option or
the Purchase Price for Restricted Stock may be made all or in part through the tender to the Company of shares of Stock, which shares
shall be valued, for purposes of determining the extent to which the Option Price or Purchase Price for Restricted Stock has been paid
thereby, at their Fair Market Value on the date of exercise or surrender. Notwithstanding the foregoing, in the case of an Incentive
Stock Option, the right to make payment in the form of already owned shares of Stock may be authorized only at the time of grant.


 


11.3.
Cashless Exercise.


 


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


 


11.4.
Other Forms of Payment.


 


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


 




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12.
TERMS AND CONDITIONS OF PERFORMANCE AWARDS


 


12.1.
Performance Conditions.


 


The
right of a Grantee to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance
conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it
may deem appropriate in establishing any performance conditions. Such Awards are referred to as “Performance Awards.”


 


12.2.
Performance Goals Generally.


 


The
performance goals for Performance Awards shall consist of one or more business or other criteria and a targeted level or levels of performance
with respect to each of such criteria, as specified by the Committee consistent with this Section 12. The Committee may determine
that such Performance Awards shall be granted, exercised and/or settled upon achievement of any one performance goal or that two or more
of the performance goals must be achieved as a condition to grant, exercise and/or settlement of such Performance Awards. Performance
goals may, in the discretion of the Committee, be established on a Company-wide basis, or with respect to one or more business units,
divisions, subsidiaries or business segments, as applicable. Performance goals may be absolute or relative (to the performance of one
or more comparable companies or indices). The Committee may determine the extent to which measurement of performance goals may exclude
the impact of charges for restructuring, discontinued operations, extraordinary items, debt redemption or retirement, asset write downs,
litigation or claim judgments or settlements, acquisitions or divestitures, foreign exchange gains and losses, and other unusual non-recurring
items, and the cumulative effects of tax or accounting changes (each as defined by generally accepted accounting principles and as identified
in the Company’s financial statements or other SEC filings). Performance goals may differ for Performance Awards granted to any
one Grantee or to different Grantees.


 


12.3.
Business Criteria.


 


For
purposes of Performance Awards, the Committee may select any business criteria for the Company, on a consolidated basis, and/or specified
subsidiaries or business units of the Company (except with respect to the total stockholder return and earnings per share criteria),
including any of the following: (i) cash flow; (ii) earnings per share, as adjusted for any stock split, stock dividend or other recapitalization;
(iii) earnings measures (including EBIT and EBITDA)); (iv) return on equity; (v) total stockholder return; (vi) share price performance,
as adjusted for any stock split, stock dividend or other recapitalization; (vii) return on capital; (viii) revenue; (ix) income; (x)
profit margin; (xi) return on operating revenue; (xii) brand recognition/acceptance; (xiii) customer metrics (including customer satisfaction,
customer retention, customer profitability, or customer contract terms); (xiv) productivity; (xv) expense targets; (xvi) market share;
(xvii) cost control measures; (xviii) balance sheet metrics; (xix) strategic initiatives; (xx) implementation, completion or attainment
of measurable objectives with respect to recruitment or retention of personnel or employee satisfaction; (xxi) return on assets; (xxii)
growth in net sales; (xxiii) the ratio of net sales to net working capital; (xxiv) improvement in management of working capital items
(inventory, accounts receivable or accounts payable); (xxv) sales from newly-introduced products; (xxvi) successful completion of, or
achievement of milestones or objectives related to, financing or capital raising transactions, strategic acquisitions or divestitures,
joint ventures, partnerships, collaborations, or other transactions; (xxvii) product quality, safety, productivity, yield or reliability
(on time and complete orders); (xxviii) funds from operations; (xxix) regulatory body approval for commercialization of a product; (xxx)
debt levels or reduction or debt ratios; (xxxi) economic value; (xxxii) operating efficiency; (xxxiii) research and development achievements;
or (xxxiv) any combination of the forgoing business criteria; provided, however, that such business criteria shall include
any derivations of business criteria listed above (e.g., income shall include pre-tax income, net income, operating income, etc.).


 




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13.
OTHER STOCK BASED AWARDS


 


13.1.
Grant of Other Stock-based Awards.


 


Other
Stock-based Awards may be granted either alone or in addition to or in conjunction with other Awards under the Plan. Other Stock-based
Awards may be granted in lieu of other cash or other compensation to which a Service Provider is entitled from the Company or may be
used in the settlement of amounts payable in shares of Common Stock under any other compensation plan or arrangement of the Company.
Subject to the provisions of the Plan, the Committee shall have the sole and complete authority to determine the persons to whom and
the time or times at which such Awards shall be made, the number of shares of Common Stock to be granted pursuant to such Awards, and
all other conditions of such Awards. Unless the Committee determines otherwise, any such Award shall be confirmed by an Award Agreement,
which shall contain such provisions as the Committee determines to be necessary or appropriate to carry out the intent of this Plan with
respect to such Award.


 


13.2.
Terms of Other Stock-based Awards.


 


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


 


14.
REQUIREMENTS OF LAW


 


14.1.
General.


 


No
Option or SAR shall be exercisable, no Restricted Stock Award, Restricted Stock Unit or Other Stock-Based Award shall be granted or settled,
no shares of Common Stock shall be issued, no certificates for shares of Common Stock shall be delivered and no payment shall be made
under this Plan (A) except in compliance with all applicable federal and state laws and regulations (including, without limitation, withholding
tax requirements), any listing agreement to which the Company is a party, any federal or state securities laws or regulations and the
rules of all domestic stock exchanges on which the Company’s securities may be listed, and (B) until the Company has obtained such
consent or approval as the Committee may deem advisable from regulatory bodies having jurisdiction over such matters. The Company shall
have the right to rely on an opinion of its counsel as to such compliance. Any stock certificate evidencing shares of Common Stock issued
pursuant to an Award may bear such legends and statements as the Committee may deem advisable to assure compliance with federal and state
laws and regulations and to reflect any other restrictions applicable to such shares as the Committee otherwise deems appropriate.


 




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14.2.
Rule 16b-3.


 


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


 


15.
EFFECT OF CHANGES IN CAPITALIZATION


 


15.1.
Changes in Stock.


 


If
(i) the number of outstanding shares of Stock is increased or decreased or the shares of Stock are changed into or exchanged for a different
number or kind of shares or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse
split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or
decrease in such shares effected without receipt of consideration by the Company occurring after the Restatement Effective Date or (ii)
there occurs any spin-off, split-up, extraordinary cash dividend or other distribution of assets by the Company, the number and kinds
of shares for which grants of Awards may be made under the Plan shall be equitably adjusted by the Company; provided that any such adjustment
shall comply with Section 409A. In addition, in the event of any such increase or decrease in the number of outstanding shares or other
transaction described in clause (ii) above, the number and kind of shares for which Awards are outstanding and the Option Price per share
of outstanding Options and SAR Exercise Price per share of outstanding SARs shall be equitably adjusted; provided that any such adjustment
shall comply with Section 409A. Notwithstanding the foregoing, the conversion of one or more outstanding shares of preferred stock or
convertible debentures that the Company may issue from time to time into Common Stock shall not in and of itself require any adjustment
under this Section 15.1. In addition, the Committee may make such other adjustments to the terms of any Awards to the extent equitable
and necessary to prevent an enlargement or dilution of the Grantee’s rights thereunder as a result of any such event or similar
transaction. Any determination made under Section 15.1 by the Committee shall be final and conclusive.


 




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15.2.
Effect of Certain Transactions.


 


Except
as otherwise provided in an Award Agreement and subject to the provisions of Section 15.3, in the event of a Corporate Transaction,
the Plan and the Awards issued hereunder shall continue in effect in accordance with their respective terms, except that following a
Corporate Transaction either (i) each outstanding Award shall be treated as provided for in the agreement entered into in connection
with the Corporate Transaction or (ii) if not so provided in such agreement, each Grantee shall be entitled to receive in respect of
each share of Common Stock subject to any outstanding Awards, upon exercise or payment or transfer in respect of any Award, the same
number and kind of stock, securities, cash, property or other consideration that each holder of a share of Common Stock was entitled
to receive in the Corporate Transaction in respect of a share of Common stock; provided, however, that, unless otherwise
determined by the Committee, such stock, securities, cash, property or other consideration shall remain subject to all of the conditions,
restrictions and performance criteria which were applicable to the Awards prior to such Corporate Transaction. Without limiting the generality
of the foregoing, the treatment of outstanding Options and SARs pursuant to this Section 15.2 in connection with a Corporate Transaction
in which the consideration paid or distributed to the Company’s stockholders is not entirely shares of common stock of the acquiring
or resulting corporation may include the cancellation of outstanding Options and SARs upon consummation of the Corporate Transaction
as long as, at the election of the Committee, (i) the holders of affected Options and SARs have been given a period of at least fifteen
days prior to the date of the consummation of the Corporate Transaction to exercise the Options or SARs (to the extent otherwise exercisable)
or (ii) the holders of the affected Options and SARs are paid (in cash or cash equivalents) in respect of each Share covered by the Option
or SAR being canceled an amount equal to the excess, if any, of the per share price paid or distributed to stockholders in the Corporate
Transaction (the value of any non-cash consideration to be determined by the Committee in its sole discretion) over the Option Price
or SAR Exercise Price, as applicable. For avoidance of doubt, (1) the cancellation of Options and SARs pursuant to clause (ii) of the
preceding sentence may be effected notwithstanding anything to the contrary contained in this Plan or any Award Agreement and (2) if
the amount determined pursuant to clause (ii) of the preceding sentence is zero or less, the affected Option or SAR may be cancelled
without any payment therefore. The treatment of any Award as provided in this Section 15.2 shall be conclusively presumed to be
appropriate for purposes of Section 15.1.


 


15.3.
Change in Control


 


15.3.1.
Consequences of a Change in Control


 


Except
as otherwise provided in an Award Agreement, for Awards granted to Non-Employee Directors, upon a Change in Control all outstanding Awards
that may be exercised shall become fully exercisable, all restrictions with respect to outstanding Awards shall lapse and become vested
and non-forfeitable, and any specified performance goals with respect to outstanding Awards shall be deemed to be satisfied at target.


 


Except
as otherwise provided in an Award Agreement, for Awards granted to any other Service Providers, either of the following provisions shall
apply, depending on whether, and the extent to which, Awards are assumed, converted or replaced by the resulting entity in a Change in
Control:


 


(i)
To the extent such Awards are not assumed, converted or replaced by the resulting entity in the Change in Control, then upon the Change
in Control such outstanding Awards that may be exercised shall become fully exercisable, all restrictions with respect to such outstanding
Awards, other than for Performance Awards, shall lapse and become vested and non-forfeitable, and for any outstanding Performance Awards
the target payout opportunities attainable under such Awards shall be deemed to have been fully earned as of the Change in Control based
upon the greater of: (A) an assumed achievement of all relevant performance goals at the “target” level, or (B) the actual
level of achievement of all relevant performance goals against target as of the Company’s fiscal quarter end preceding the Change
in Control and the Award shall become vested pro rata based on the portion of the applicable performance period completed through the
date of the Change in Control.


 




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(ii)
To the extent such Awards are assumed, converted or replaced by the resulting entity in the Change in Control, if, within two years after
the date of the Change in Control, the Service Provider has a Separation from Service either (1) by the Company other than for “cause”
or (2) by the Service Provider for “good reason” (each as defined in the applicable Award Agreement), then such outstanding
Awards that may be exercised shall become fully exercisable, all restrictions with respect to such outstanding Awards, other than for
Performance Awards, shall lapse and become vested and non-forfeitable, and for any outstanding Performance Awards the target payout opportunities
attainable under such Awards shall be deemed to have been fully earned as of the Separation from Service based upon the greater of: (A)
an assumed achievement of all relevant performance goals at the “target” level, or (B) the actual level of achievement of
all relevant performance goals against target as of the Company’s fiscal quarter end preceding the Change in Control and the Award
shall become vested pro rata based on the portion of the applicable performance period completed through the date of the Separation from
Service.


 


15.3.2.
Change in Control Defined


 


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


 


(a)
Any Person becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of Outstanding
Voting Securities; provided, however, that, for purposes of this definition, the following acquisitions shall not constitute
a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, or (iv) any acquisition pursuant to
a Corporate Transaction that complies with subsections (c)(i), (c)(ii) and (c)(iii) of this definition;


 


(b)
Continuing Directors cease for any reason to constitute at least a majority of the Board;


 




    	-19-



    	 



    

 


(c)
Consummation of a Corporate Transaction unless, following such Corporate Transaction, (i) all or substantially all of the individuals
and entities that were the beneficial owners of the Outstanding Voting Securities immediately prior to such Corporate Transaction beneficially
own, directly or indirectly, more than 50% of the then-outstanding combined voting power of the then-outstanding voting securities entitled
to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from
such Corporate Transaction (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or
substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions
as their ownership of the Outstanding Voting Securities immediately prior to such Corporate Transaction, (ii) no Person (excluding any
corporation resulting from such Corporate Transaction or any employee benefit plan (or related trust) of the Company or such corporation
resulting from such Corporate Transaction) beneficially owns, directly or indirectly, more than 50% of the combined voting power of the
then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Corporate Transaction,
and (iii) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of
the entity resulting from such Corporate Transaction were Continuing Directors at the time of the execution of the initial agreement
or of the action of the Board providing for such Corporate Transaction; or


 


(d)
The stockholders of the Company give approval of a complete liquidation or dissolution of the Company.


 


Notwithstanding
the foregoing, (i) if it is determined that an Award hereunder is subject to the requirements of Section 409A and payable upon a Change
in Control, the Company will not be deemed to have undergone a Change in Control unless the Company is deemed to have undergone a “change
in control event” pursuant to the definition of such term in Section 409A, and (ii) a Change in Control shall not be deemed to
have occurred with respect to a Grantee in connection with the issuance the Company’s Common Stock pursuant to the Company’s
initial public offering.


 


15.4.
Adjustments.


 


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


 


16.
No Limitations on Company


 


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


 




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17.
TERMS APPLICABLE GENERALLY TO AWARDS GRANTED UNDER
THE PLAN


 


17.1.
Disclaimer of Rights.


 


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


 


17.2.
Nonexclusivity of the Plan.


 


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


 


17.3.
Withholding Taxes.


 


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


 


17.4.
Captions.


 


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


 




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17.5.
Other Provisions.


 


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


 


17.6.
Number and Gender.


 


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


 


17.7.
Severability.


 


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


 


17.8.
Governing Law.


 


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


 


17.9.
Section 409A.


 


The
Plan is intended to comply with Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan
shall be interpreted and administered to be in compliance therewith. Any payments described in the Plan that are due within the “short-term
deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable laws require otherwise.
Notwithstanding anything to the contrary in the Plan, to the extent necessary to comply with Section 409A, any other securities, other
Awards or other property that the Company may deliver in lieu shares of Common Stock in respect of an Award shall not have the effect
of deferring delivery or payment beyond the date on which such delivery or payment would occur with respect to shares that would otherwise
have been deliverable (unless the Committee elects a later date for this purpose in accordance with the requirements of Section 409A).


 


Notwithstanding
anything to the contrary in the Plan, to the extent required to avoid accelerated taxation and tax penalties under Section 409A, amounts
that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6) month period immediately
following the Grantee’s Separation from Service shall instead be paid on the first payroll date after the six-month anniversary
of the Grantee’s Separation from Service (or the Grantee’s death, if earlier). Notwithstanding the foregoing, neither the
Company nor the Committee shall have any obligation to take any action to prevent the assessment of any excise tax or penalty on any
Grantee under Section 409A and neither the Company nor the Committee will have any liability to any Grantee for such tax or penalty.


 




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17.10.
Separation from Service.


 


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


 


17.11.
Transferability of Awards.


 


17.11.1.
Transfers in General.


 


Except
as provided in Section 17.11.2, no Award shall be assignable or transferable by the Grantee to whom it is granted, other than
by will or the laws of descent and distribution, and, during the lifetime of the Grantee, only the Grantee personally (or the Grantee’s
personal representative) may exercise rights under the Plan.


 


17.11.2.
Family Transfers.


 


If
authorized in the applicable Award Agreement, a Grantee may transfer, not for value, all or part of an Award (other than Incentive Stock
Options) to any Family Member. For the purpose of this Section 17.11.2, a “not for value” transfer is a transfer which
is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights; or (iii) a transfer to an entity
in which more than fifty percent of the voting interests are owned by Family Members (or the Grantee) in exchange for an interest in
that entity. Following a transfer under this Section 17.11.2, any such Award shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer. Subsequent transfers of transferred Awards are prohibited except to Family
Members of the original Grantee in accordance with this Section 17.11.2 or by will or the laws of descent and distribution.


 


17.12.
Dividends and Dividend Equivalent Rights.


 


If
specified in the Award Agreement, the recipient of an Award (other than Options or SARs) may be entitled to receive dividends or Dividend
Equivalents with respect to the Common Stock or other securities covered by an Award. The terms and conditions of a Dividend Equivalent
right may be set forth in the Award Agreement. Dividend Equivalents credited to a Grantee may be reinvested in additional shares of Stock
or other securities of the Company at a price per unit equal to the Fair Market Value of a share of Stock on the date that such dividend
was paid to stockholders, as determined in the sole discretion of the Committee.


 


The
Plan was adopted by the Board of Directors and approved by


the
stockholders of the Company on July 20, 2022.


 




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