Exhibit
10.15


 


SunHydrogen,
Inc. 2022 Equity Incentive Plan


 


1. 
Purpose; Eligibility.


 


1.1 
General Purpose. The name of this plan is the
SunHydrogen, Inc. 2022 Equity Incentive Plan (the “Plan”). The purposes of the Plan are to (a) enable SunHydrogen, Inc.,
a Nevada corporation (the “Company”), 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.


 


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


 


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 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 Restricted Stock Award or
a Restricted Stock Unit 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.


 


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


  




    


     


    

 


“Cause”
means, unless the applicable Award Agreement provides otherwise:


 


With
respect to any Employee or Consultant:


 


(a)
If the Employee or Consultant is a party to an employment or service agreement with the Company or an Affiliate 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) failure to perform such duties as are reasonably requested
by the Board; (ii) material breach of any agreement with the Company or an Affiliate, or a material violation of the Company’s or an
Affiliate’s code of conduct or other written policy; (iii) 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; (iv) use of illegal drugs or abuse of alcohol that materially impairs the Participant’s ability to perform his or her
duties to the Company or an Affiliate; or (v) gross negligence or willful misconduct with respect to the Company or an Affiliate.  




 


With
respect to any Director, a determination by a majority of the disinterested Board members that the Director has engaged in any of the
following:


 


(a)
malfeasance in office;


 


(b)
gross misconduct or neglect;


 


(c)
false or fraudulent misrepresentation inducing the Director’s appointment;


 


(d)
willful conversion of corporate funds; or


 


(e)
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)
                           One Person (or more than one Person acting as a group) acquires ownership of stock of the Company that, together
                           with the stock held by such Person or group, constitutes more than 50% of the total fair market value or total
                           voting power of the stock of the Company; provided, that, a Change in Control shall not occur if any Person
                           (or more than one Person acting as a group) owns more than 50% of the total fair market value or total voting
                           power of the Company’s stock and acquires additional stock;

                            

    (b)
    One Person (or more than one Person acting as a group) acquires (or has acquired during the twelve-month period ending on the date
    of the most recent acquisition) ownership of the Company’s stock possessing 50% or more of the total voting power of the stock of
    such corporation;

     

    (c)
    A majority of the members of the Board is replaced during any twelve-month period by directors whose appointment or election is not
    endorsed by a majority of the Board before the date of appointment or election; or

     

    (d)
    One Person (or more than one Person acting as a group), acquires (or has acquired during the twelve-month period ending on the date
    of the most recent acquisition) assets from the Company that have a total gross fair market value equal to or more than 50% of the
    total gross fair market value of all of the assets of the Company immediately before such acquisition(s).

     



 






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“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 3.4 and
Section 3.5.


 


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


 


“Company”
means SunHydrogen, Inc., a Nevada corporation, and any successor thereto.


 


“Consultant”
means any individual who is engaged by the Company or any Affiliate to render consulting or advisory services, whether or not compensated
for such services.


 


“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.


 


“Detrimental
Activity” means any of the following: (i) unauthorized disclosure of any confidential or proprietary information of the Company
or any of its Affiliates; (ii) any activity that would be grounds to terminate the Participant’s employment or service with the Company
or any of its subsidiaries for Cause; (iii) the breach of any non-competition, non-solicitation, non-disparagement or other agreement
containing restrictive covenants, with the Company or its Affiliates; (iv) fraud or conduct contributing to any financial restatements
or irregularities, as determined by the Committee in its sole discretion; or (v) any other conduct or act determined to be materially
injurious, detrimental or prejudicial to any interest of the Company or any of its Affiliates, as determined by the Committee in its
sole discretion.


 




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“Director”
means a member of the Board.


 


“Disability”
means 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 6.9
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 6.9 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 14.10.


 


“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, and any successor thereto.


 


“Fair
Market Value” means, on a given date, (i) if there is a public market for the shares of Common Stock on such date, the closing
price of the shares as reported on such date on the principal national securities exchange on which the shares are listed or, if no sales
of shares have been reported on any national securities exchange, then the immediately preceding date on which sales of the shares have
been so reported or quoted, and (ii) if there is no public market for the shares of Common Stock on such date, then the fair market value
shall be determined by the Committee in good faith after taking into consideration all factors which it deems appropriate, including,
without limitation, Sections 409A and 422 of the Code.


 


“Fully
Diluted Capitalization” means the number of issued and outstanding shares of the Company’s capital stock, assuming the conversion
or exercise of all of the Company’s outstanding convertible or exercisable securities, including shares of convertible Preferred Stock
and all outstanding vested or unvested options or warrants to purchase the Company’s capital stock.


 




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“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 intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.


 


“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.


 


“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.


 


“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; or (b) such other
transferees as may be permitted by the Committee in its sole discretion.


 


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


 


“Plan”
means this SunHydrogen, Inc. 2022 Equity Incentive Plan, as amended and/or amended and restated from time to time.


 


“Restricted
Period” has the meaning set forth in Section 7.


 


“Restricted
Stock” means Common Stock, subject to certain specified restrictions (including, without limitation, a requirement that the
Participant provide Continuous Service for a specified period of time) granted under Section 7 of the Plan.


 




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“Restricted
Stock Unit” means an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities or other property,
subject to certain restrictions (including, without limitation, a requirement that the Participant provide Continuous Service for a specified
period of time) granted under Section 7 of the Plan.


 


“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.


 


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;


 


(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 Participants 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;


 




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(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.


 


3.2 
Acquisitions and Other Transactions. The Committee
may, from time to time, assume outstanding awards granted by another entity, whether in connection with an acquisition of such other
entity or otherwise, by either (i) granting an Award under the Plan in replacement of or in substitution for the award assumed by the
Company, or (ii) treating the assumed award as if it had been granted under the Plan if the terms of such assumed award could be applied
to an Award granted under the Plan. Such assumed award shall be permissible if the holder of the assumed award would have been eligible
to be granted an Award hereunder if the other entity had applied the rules of this Plan to such grant. The Committee may also grant Awards
under the Plan in settlement of or in substitution for outstanding awards or obligations to grant future awards in connection with the
Company or an Affiliate acquiring another entity, an interest in another entity, or an additional interest in an Affiliate whether by
merger, stock purchase, asset purchase or other form of transaction.


 


3.3 
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.


 


3.4  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.


 






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3.5 
Committee Composition. Except as otherwise determined
by the Board, the Committee shall consist solely of two or more Directors appointed to the Committee from time to time by the Board.


 


3.6 
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 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.


 


4. 
Shares Subject to the Plan.


 


4.1 
Subject to adjustment in accordance with Section 11, a total of 400,000,000 shares of Common Stock shall be initially available for the
grant of Awards under the Plan; and thereafter shall automatically be increased on the first day of the Company’s fiscal year beginning
in 2023 so that the total number of shares issuable hereunder shall at all times equal fifteen percent (15%) of the Company’s Fully
Diluted Capitalization on the first day of the Company’s fiscal year, unless the Board of Directors adopts a resolution providing
that the number of shares issuable under this Plan shall not be so increased. 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
or treasury shares.


 


4.3 
Any shares of Common Stock subject to an Award that is canceled, forfeited or expires prior to exercise or realization, either in full
or in part, shall again become 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 or (b) shares delivered or withheld by the Company to satisfy any tax withholding obligation.


 






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4.4 
If the Committee authorizes the assumption of awards pursuant to Section 3.2 or Section 12.1 hereof, the assumption will reduce the number
of shares available for issuance under the Plan in the same manner as if the assumed awards had been granted under the Plan.


 


5. 
Eligibility.


 


5.1 
Eligibility for Specific Awards. Incentive Stock
Options may be granted to Employees only. Awards other than Incentive Stock Options may be granted to Employees, Consultants and Directors.


 


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 at 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.


 




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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 
Method of Exercise. The Option Exercise Price
shall be paid, to the extent permitted by Applicable Laws, 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: (i) by delivery to the Company of
other shares of 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; (ii) by a “net exercise” procedure
effected by withholding the minimum number of shares of Common Stock otherwise issuable in respect of an Option that are needed to pay
the Option Exercise Price; (iii) by any combination of the foregoing methods; or (iv) in any other form of legal consideration that may
be acceptable to the Committee. Unless otherwise specifically provided in the Option, the Option Exercise Price that is paid by delivery
to the Company of other Common Stock acquired, directly or indirectly from the Company, shall be paid only by shares of Common Stock
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).


 


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.


 




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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. The Committee may, but shall not be required to, provide for an acceleration of vesting and exercisability in
the terms of any Award Agreement upon the occurrence of a specified event.


 


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.


 


6.9 
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.


 


6.10 
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.


 


6.11 
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.


 




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6.12 
Detrimental Activity. Unless otherwise provided
in an Award Agreement, all outstanding Options (whether or not vested) shall immediately terminate and cease to be exercisable on the
date on which an Optionholder engages in Detrimental Activity.


 


7. 
Restricted Awards.
A Restricted Award is an Award of actual shares of Common Stock (“Restricted Stock”) or an Award of 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. Restricted Awards 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 7, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement.


 


7.1 
Restricted Stock. 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 dividends with respect to the Restricted Stock shall 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
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.


 


7.2 
Restricted Stock Units. 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. To the extent provided in
an Award Agreement, the holder of Restricted Stock Units shall be entitled to be credited with dividend equivalent payments (upon the
payment by the Company of dividends on shares of Common Stock) either in cash or, at the sole discretion of the Committee, in shares
of Common Stock having a Fair Market Value equal to the amount of such dividends (and interest may, at the sole discretion of the Committee,
be credited on the amount of cash dividend equivalents at a rate and subject to such terms as provided by the Committee), which accumulated
dividend equivalents (and interest thereon, if applicable) shall be payable to the Participant upon the release of restrictions on such
Restricted Stock Units, and if such Restricted Stock Units are forfeited, the Participant shall have no right to such dividend equivalent
payments.


 




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7.3 
Restrictions.  


 


(a) 
Restrictions on Restricted Stock. 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.


 


(b) 
Restrictions on Restricted Stock Units. Restricted Stock Units awarded to a Participant shall be subject to (A) forfeiture until
the expiration of the Restricted Period and satisfaction of any applicable performance goals during such period, to the extent provided
in the applicable Award Agreement, and to the extent such Restricted Stock Units are forfeited, all rights of the Participant to such
Restricted 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) 
Committee Discretion to Remove Restrictions. The Committee shall have the authority to remove any or all of the restrictions on
the Restricted Stock or Restricted Stock Units whenever it may determine that, by reason of changes in Applicable Laws or other changes
in circumstances arising after the Grant Date, such action is appropriate.


 


7.4 
Restricted Period. 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; provided, however, that notwithstanding any such vesting dates, the Committee may in its sole discretion accelerate
the vesting of any Restricted Award at any time and for any reason (or provide that an Award of Restricted Stock will be deemed immediately
fully vested). The Committee may, but shall not be required to, provide for an acceleration of vesting in the terms of any Award Agreement
upon the occurrence of a specified event.


 


7.5 
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 7.3(a)
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 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, the Company shall deliver to the Participant, or his or her beneficiary, without charge, one
share of Common Stock for each outstanding Restricted Stock Unit and any dividend equivalent payments credited to the Participant’s account
with respect to such Restricted Stock Units and the interest thereon, if any; provided, however, that if explicitly provided in
the Award Agreement, the Committee may, in its sole discretion, elect to pay part cash or part cash and part Common Stock in lieu of
delivering only shares of Common Stock for vested Restricted Stock 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.


 






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No
Restricted Award may be granted or settled for a fraction of a share of Common Stock.


 


8. 
Securities Law Compliance.


 


8.1 
Securities Registration. No Awards shall be granted
under the Plan and no shares of Common Stock shall be issued and delivered upon the exercise of Options granted under the Plan unless
and until the Company and/or the Participant have complied with all applicable federal and state registration, listing and/or qualification
requirements and all other requirements of law or of any regulatory agencies having jurisdiction.


 


8.2 
Representations; Legends. The Committee may,
as a condition to the grant of any Award or the exercise of any Option under the Plan, require a Participant to (i) represent in writing
that the shares of Common Stock received in connection with such Award are being acquired for investment and not with a view to distribution
and (ii) make such other representations and warranties as are deemed appropriate by counsel to the Company. Each certificate representing
shares of Common Stock acquired under the Plan shall bear a legend in such form as the Company deems appropriate.


 


9. 
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.


 


10. 
Miscellaneous.


 


10.1 
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.


 




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10.2 
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 an Award unless and until such Participant has satisfied all requirements for exercise or settlement
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 11 hereof.


 


10.3 
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 By-laws 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.


 


10.4 
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.


 


10.5 
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 minimum 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.


 


11.  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 the maximum number of shares of Common Stock
subject to 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 11, 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 11 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 11 will not constitute a modification
of such Non-qualified Stock Options within the meaning of Section 409A of the Code.


 




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12. 
Effect of Change in Control.


 


12.1 
In the event of a Change in Control, the Committee may, but shall not be obligated to:


 


(a) 
accelerate, vest or cause the restrictions to lapse with respect to all or any portion of any Award;


 


(b) 
cancel Awards and cause to be paid to the holders of vested Awards the value of such Awards, if any, as determined by the Committee,
in its sole discretion, it being understood that in the case of any Option with an Option Exercise Price 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 without the payment of
consideration therefor;


 


(c) 
provide for the issuance of substitute Awards or the assumption or replacement of such Awards; or


 


(d) 
provide written notice to Participants that for a period of at least ten days prior to the Change in Control, such Awards shall be exercisable,
to the extent applicable, as to all shares of Common Stock subject thereto and upon the occurrence of the Change in Control, any Awards
not so exercised shall terminate and be of no further force and effect.


 


12.2 
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.


 





 




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13. 
Amendment of the Plan and Awards.


 


13.1 
Amendment of the Plan. The Board at any time,
and from time to time, may amend or terminate the Plan. However, except as provided in Section 11 relating to adjustments upon changes
in Common Stock and Section 13.3, 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.


 


13.2 
Shareholder Approval. The Board may, in its sole
discretion, submit any other amendment to the Plan for shareholder approval.


 


13.3 
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.


 


13.4 
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.


 


13.5 
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.


 


14. 
General Provisions.


 


14.1 
Clawback; Forfeiture . Notwithstanding anything
to the contrary contained herein, the Committee may, in its sole discretion, provide in an Award Agreement or otherwise that the Committee
may cancel such Award if the Participant has engaged in or engages in any Detrimental Activity. The Committee may, in its sole discretion,
also provide in an Award Agreement or otherwise that (i) if the Participant has engaged in or engages in Detrimental Activity, the Participant
will forfeit any gain realized on the vesting, exercise or settlement of any Award, and must repay the gain to the Company and (ii) if
the Participant receives any amount in excess of what the Participant should have received under the terms of the Award for any reason
(including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), then the
Participant shall be required to repay any such excess amount to the Company. Without limiting the foregoing, all Awards shall be subject
to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with Applicable Laws.


 


14.2 
Reserved.


 


14.3 
Sub-plans. The Committee may from time to time
establish sub-plans under the Plan for purposes of satisfying blue sky, 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.


 






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14.4 
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.


 


14.5 
Recapitalizations. Each Award Agreement shall
contain provisions required to reflect the provisions of Section 11.


 


14.6 
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.


 


14.7 
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.


 


14.8 
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 the Awards, as the Committee may deem advisable.


 


14.9 
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.


 


14.10  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.


 






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14.11 
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.


 


14.12 
Expenses. The costs of administering the Plan
shall be paid by the Company.


 


14.13 
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.


 


14.14 
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.


 


14.15 
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.


 


15. 
Effective Date of Plan. The Plan shall become effective as of the Effective Date, provided that no Incentive Stock Option may
be granted unless and until (i) the Plan is approved by shareholders of the Company and (ii) such approval by shareholders of the Company
is received within 12 months of the Effective Date.


 


16. 
Termination or Suspension of the Plan.
The Plan shall terminate automatically ten years following the Effective Date. 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 13.1 hereof. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.


 


17. 
Choice of Law.
The law of the State of Nevada 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 SunHydrogen, Inc.


 


 


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