Exhibit
10.12


 


EPIEN
MEDICAL, INC.


2022
EQUITY INCENTIVE PLAN


 


		1.	Purpose.
                                            The purposes of this Plan are to:



 


		(a)	attract,
                                            retain, and motivate Employees, Directors, and Consultants,



 


		(b)	provide
                                            additional incentives to Employees, Directors, and Consultants, and



 


		(c)	promote
                                            the success of the Company’s business,



 


by
providing Employees, Directors, and Consultants with opportunities to acquire the Company’s Shares, or to receive monetary payments
based on the value of such Shares. Additionally, the Plan is intended to assist in further aligning the interests of the Company’s
Employees, Directors, and Consultants to those of its shareholders.


 


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



 


		(a)	“Administrator”
                                            means a committee of at least one Director of the Company as the Board may appoint to administer
                                            this Plan or, if no such committee has been appointed by the Board, the Board.



 


		(b)	“Applicable
                                            Laws” means the requirements relating to the administration of equity-based awards
                                            or equity compensation plans under U.S. state corporate laws, U.S. federal and state securities
                                            laws, the Code, any stock exchange or quotation system on which the Shares are listed or
                                            quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or
                                            will be, granted under the Plan.



 


		(c)	“Award”
                                            means, individually or collectively, a grant under the Plan of Stock Options, Stock Appreciation
                                            Rights, Restricted Stock, Restricted Stock Units, or Other Stock-Based Awards.



 


		(d)	“Award
                                            Agreement” means the written or electronic agreement, consistent with the terms
                                            of the Plan, between the Company and the Participant, setting forth the terms, conditions,
                                            and restrictions applicable to each Award granted under the Plan.



 


		(e)	“Board”
                                            means the Company’s Board of Directors, as constituted from time to time and, where
                                            the context so requires, reference to the “Board” may refer to a committee to
                                            whom the Board has delegated authority to administer any aspect of this Plan.



 


		(f)	“Cause”
                                            shall have the meaning ascribed to such term, or term of similar effect, in any offer letter,
                                            employment, severance or similar agreement, including any Award Agreement, between the Participant
                                            and the Company or any Subsidiary; provided, that in the absence of an offer letter, employment,
                                            severance or similar agreement containing such definition, “Cause” means:



 


		(i)	a
                                            violation of such Participant’s obligations regarding confidentiality or the protection
                                            of sensitive, confidential or proprietary information, or trade secrets;



 






     


     


    

 


		(ii)	an
                                            act or omission by such Participant resulting in such Participant being charged with a criminal
                                            offense which constitutes a felony or involves moral turpitude or dishonesty;



 


		(iii)	conduct
                                            by such Participant which constitutes poor performance, gross neglect, insubordination, willful
                                            misconduct, or a breach of the Company’s Code of Conduct or a fiduciary duty to the
                                            Company or its shareholders; or



 


		(iv)	the
                                            Company’s determination that such Participant violated state or federal laws relating
                                            to the workplace environment, including without limitation, laws relating to sexual harassment
                                            or age, sex, race, or other prohibited discrimination.



 


		(g)	“Change
                                            in Control” means the occurrence of any of the following events:



 


		(i)	any
                                            “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
                                            becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act),
                                            directly or indirectly, of securities of the Company representing fifty percent (50%) or
                                            more of the total voting power represented by the Company’s then outstanding voting
                                            securities;



 


		(ii)	the
                                            consummation of the sale or disposition by the Company of all or substantially all of the
                                            Company’s assets;



 


		(iii)	a
                                            change in the composition of the Board occurring within a two-year period, as a result of
                                            which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors”
                                            means directors who either (A) are Directors as of the Effective Date, or (B) are elected,
                                            or nominated for election, to the Board with the affirmative votes of at least a majority
                                            of the Incumbent Directors at the time of such election or nomination (but will not include
                                            an individual whose election or nomination is in connection with an actual or threatened
                                            proxy contest relating to the election of directors to the Company); or



 


		(iv)	the
                                            consummation of a merger or consolidation of the Company with any other corporation, other
                                            than a merger or consolidation which would result in the voting securities of the Company
                                            outstanding immediately prior thereto continuing to represent (either by remaining outstanding
                                            or by being converted into voting securities of the surviving entity or its parent) at least
                                            fifty percent (50%) of the total voting power represented by the voting securities of the
                                            Company or such surviving entity or its parent outstanding immediately after such merger
                                            or consolidation.



 






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Notwithstanding
the foregoing, a transaction shall not constitute a Change in Control if its sole purpose is to change the jurisdiction of the Company’s
incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s
securities immediately before such transaction. In addition, if a Change in Control constitutes a payment event with respect to any Award
which provides for a deferral of compensation and is subject to Code Section 409A, then notwithstanding anything to the contrary in the
Plan or applicable Award Agreement, the transaction with respect to such Award must also constitute a “change in control event”
as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Code Section 409A.


 


		(h)	“Code”
                                            means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code
                                            herein will be a reference to any successor or amended section of the Code.



 


		(i)	“Company”
                                            means EPIEN Medical, Inc., a Minnesota corporation, or any successor thereto.



 


		(j)	“Consultant”
                                            means a consultant or adviser who provides bona fide services to the Company, a Parent,
                                            or a Subsidiary as an independent contractor and who qualifies as a consultant or advisor
                                            under Instruction A.1.(a)(1) of Form S-8 under the Securities Act.



 


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



 


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



 


		(m)	“Effective
                                            Date” means July 13, 2022.



 


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



 


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



 


		(p)	“Fair
                                            Market Value” means, as of any date, the value of a Share, determined as follows:



 


		(i)	if
                                            the Shares are readily tradable on an established securities market, its Fair Market Value
                                            will be the closing sales price for such shares (or the closing bid, if no sales were reported)
                                            as quoted on such market for the day of determination, as reported in The Wall Street
                                            Journal or such other source as the Administrator deems reliable;



 






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		(ii)	if
                                            the Shares are regularly quoted by a recognized securities dealer but selling prices are
                                            not reported, its Fair Market Value will be the mean between the high bid and low asked prices
                                            for a Share for the day of determination, as reported in The Wall Street Journal or
                                            such other source as the Administrator deems reliable; or



 


		(iii)	if
                                            the Shares are not readily tradable on an established securities market, the Fair Market
                                            Value will be determined in good faith by the Administrator.



 


Notwithstanding
the preceding, for federal, state, and local income tax reporting purposes and for such other purposes as the Administrator deems appropriate,
the Fair Market Value shall be determined by the Administrator in accordance with uniform and nondiscriminatory standards adopted by
it from time to time. In addition, the determination of Fair Market Value in all cases shall be in accordance with the requirements set
forth under Code Section 409A to the extent necessary for an Award to comply with, or be exempt from, Code Section 409A. The Administrator’s
determination shall be conclusive and binding on all persons.


 


		(q)	“Incentive
                                            Stock Option” means a Stock Option intended to qualify as an incentive stock option
                                            within the meaning of Code Section 422 and the regulations promulgated thereunder.



 


		(r)	“Nonqualified
                                            Stock Option” means a Stock Option that by its terms, or in operation, does not
                                            qualify or is not intended to qualify as an Incentive Stock Option.



 


		(s)	“Other
                                            Stock-Based Awards” means any other awards not specifically described in the Plan
                                            that are valued in whole or in part by reference to, or are otherwise based on Shares and
                                            are created by the Administrator pursuant to Section 11.



 


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



 


		(u)	“Participant”
                                            means the holder of an outstanding Award granted under the Plan.



 


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



 


		(w)	“Plan”
                                            means this EPIEN Medical, Inc. 2022 Equity Incentive Plan.



 






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		(x)	“Restricted
                                            Stock” means Shares, subject to a Period of Restriction or certain other specified
                                            restrictions (including, without limitation, a requirement that the Participant remain continuously
                                            employed or provide continuous services for a specified period of time), granted under Section
                                            9 or issued pursuant to the early exercise of a Stock Option.



 


		(y)	“Restricted
                                            Stock Unit” or “RSU” means an unfunded and unsecured promise
                                            to deliver Shares, cash, other securities or other property, subject to certain restrictions
                                            (including, without limitation, a requirement that the Participant remain continuously employed
                                            or provide continuous services for a specified period of time), granted under Section 10.



 


		(z)	“Service”
                                            means service as a Service Provider. In the event of any dispute over whether and when Service
                                            has terminated, the Administrator shall have sole discretion to determine whether such termination
                                            has occurred and the effective date of such termination.



 


		(aa)	“Service
                                            Provider” means an Employee, Director, or Consultant, including any prospective
                                            Employee, Director, or Consultant who has accepted an offer of employment or service and
                                            will be an Employee, Director, or Consultant after the commencement of their service.



 


		(bb)	“Stock
                                            Appreciation Right” or “SAR” means an Award pursuant to Section
                                            8 of the Plan that is designated as a SAR.



 


		(cc)	“Shares”
                                            means the Company’s shares of common stock, par value of $0.01 per share.



 


		(dd)	“Stock
                                            Option” means an option granted pursuant to the Plan to purchase Shares, whether
                                            designated as an Incentive Stock Option or a Nonqualified Stock Option.



 


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



 


		3.	Awards.



 


		(a)	Award
                                            Types. The Plan permits the grant of Stock Options, Stock Appreciation Rights, Restricted
                                            Stock, Restricted Stock Units, and Other Stock-Based Awards.



 


		(b)	Award
                                            Agreements. Awards shall be evidenced by Award Agreements (which need not be identical)
                                            in such forms as the Administrator may from time to time approve; provided, however,
                                            that in the event of any conflict between the provisions of the Plan and any such Award Agreements,
                                            the provisions of the Plan shall prevail.



 


		(c)	Date
                                            of Grant. The date of grant of an Award will be, for all purposes, the date on which
                                            the Administrator makes the determination granting such Award, or such later date as is determined
                                            by the Administrator, consistent with Applicable Laws. Notice of the determination will be
                                            provided to each Participant within a reasonable time after the date of such grant.



 






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		4.	Shares
                                            Available for Awards.



 


		(a)	Basic
                                            Limitation. Subject to the provisions of Section 14 of the Plan, the maximum aggregate
                                            number of Shares that may be issued under the Plan is 7,500,000 (the “Plan Share
                                            Limit”). The Shares subject to the Plan may be authorized, but unissued, or reacquired
                                            shares.



 


		(b)	Awards
                                            Not Settled in Shares Delivered to Participant. Upon payment in Shares pursuant to the
                                            exercise or settlement of an Award, the number of Shares available for issuance under the
                                            Plan shall be reduced by the number of Shares actually issued in such payment, along with
                                            any Shares that are tendered by a Participant or withheld by the Company (i) as full or partial
                                            payment for any exercise price (or purchase price, if applicable) or (ii) to satisfy any
                                            tax withholding obligations.



 


		(c)	Cash-Settled
                                            Awards. Shares shall not be deemed to have been issued pursuant to the Plan with respect
                                            to any portion of an Award that is settled in cash.



 


		(d)	Lapsed
                                            Awards. If any outstanding Award expires or is terminated or canceled without having
                                            been exercised or settled in full, or if the Shares acquired pursuant to an Award subject
                                            to forfeiture or repurchase are forfeited or repurchased by the Company, the Shares allocable
                                            to the terminated portion of such Award or such forfeited or repurchased Shares shall again
                                            be available for grant under the Plan.



 


		(e)	Code
                                            Section 422 Limitations. No more than 7,500,000 Shares (subject to adjustment pursuant
                                            to Section 14) may be issued under the Plan upon the exercise of Incentive Stock Options.



 


		(f)	Share
                                            Reserve. The Company, during the term of the Plan, shall at all times keep available
                                            such number of Shares authorized for issuance as will be sufficient to satisfy the requirements
                                            of the Plan.



 


		5.	Administration.
                                            The Plan will be administered by the Administrator.



 


		(a)	Powers
                                            of the Administrator. Subject to the provisions of the Plan, the Administrator will have
                                            the authority, in its discretion to:



 


		(i)	determine
                                            the Fair Market Value;



 


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



 


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



 


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



 


		(v)	determine
                                            the terms and conditions, not inconsistent with the terms of the Plan, of any Award. Such
                                            terms and conditions include, but are not limited to, the exercise price, the time or times
                                            when Awards may be exercised (which may be based on performance criteria), any vesting criteria
                                            or Periods of Restriction, any vesting acceleration or waiver of forfeiture or repurchase
                                            restrictions, and any restriction or limitation regarding any Award or the Shares relating
                                            thereto, based in each case on such factors as the Administrator, in its sole discretion,
                                            will determine;



 


		(vi)	construe
                                            and interpret the terms of the Plan, any Award Agreement, and Awards granted pursuant to
                                            the Plan;



 






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		(vii)	prescribe,
                                            amend, and rescind rules and regulations relating to the Plan, including rules and regulations
                                            relating to sub-plans established for the purpose of satisfying applicable foreign laws and/or
                                            qualifying for preferred tax treatment under applicable tax laws;



 


		(viii)	modify
                                            or amend each Award (subject to Section 19(c) of the Plan), including (A) the discretionary
                                            authority to extend the post-termination exercisability period of Awards and (B) accelerate
                                            the satisfaction of any vesting criteria or waiver of forfeiture or repurchase restrictions;



 


		(ix)	allow
                                            Participants to satisfy withholding tax obligations by electing to have the Company withhold
                                            from the Shares or cash to be issued upon exercise or vesting of an Award that number of
                                            the Shares or cash having a Fair Market Value equal to the minimum amount required to be
                                            withheld. The Fair Market Value of any Shares to be withheld will be determined on the date
                                            that the amount of tax to be withheld is to be determined. All elections by a Participant
                                            to have Shares or cash withheld for this purpose will be made in such form and under such
                                            conditions as the Administrator may deem necessary or advisable;



 


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



 


		(xi)	allow
                                            a Participant to defer the receipt of the payment of cash or the delivery of the Shares that
                                            would otherwise be due to such Participant under an Award, subject to compliance (or exemption)
                                            from Code Section 409A;



 


		(xii)	determine
                                            whether Awards will be settled in cash, Shares, other securities, other property, or in any
                                            combination thereof;



 


		(xiii)	determine
                                            whether Awards will be adjusted for dividend equivalents;



 


		(xiv)	create
                                            Other Stock-Based Awards for issuance under the Plan;



 






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		(xv)	impose
                                            such restrictions, conditions, or limitations as it determines appropriate as to the timing
                                            and manner of any resales by a Participant or other subsequent transfers by the Participant
                                            of any securities issued as a result of or under an Award, including without limitation,
                                            (A) restrictions under an insider trading policy, and (B) restrictions as to the use of a
                                            specified brokerage firm for such resales or other transfers; and



 


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



 


		(b)	Prohibition
                                            on Repricing. Notwithstanding anything to the contrary in Section 5(a) and except for
                                            an adjustment pursuant to Section 14 or a repricing approved by shareholders, in no case
                                            may the Administrator (i) amend an outstanding Stock Option or SAR Award to reduce the exercise
                                            price of the Award, (ii) cancel, exchange, or surrender an outstanding Stock Option or SAR
                                            in exchange for cash or other awards for the purpose of repricing the Award, or (iii) cancel,
                                            exchange, or surrender an outstanding Stock Option or SAR in exchange for an option or SAR
                                            with an exercise price that is less than the exercise price of the original Award.



 


		(c)	Section
                                            16. To the extent desirable to qualify transactions hereunder as exempt under Exchange
                                            Act Rule 16b-3, the transactions contemplated hereunder will be approved by the entire Board
                                            or a committee of two or more “non-employee directors” within the meaning of
                                            Exchange Act Rule 16b-3.



 


		(d)	Delegation
                                            of Authority. Except to the extent prohibited by Applicable Laws, the Administrator may
                                            delegate to one or more individuals the day-to-day administration of the Plan and any of
                                            the functions assigned to it in this Plan. Such delegation may be revoked at any time. The
                                            acts of such delegates shall be treated as acts of the Administrator, and such delegates
                                            shall report regularly to the Administrator regarding the delegated duties and responsibilities
                                            and any Awards granted.



 


		(e)	Effect
                                            of Administrator’s Decision. The Administrator’s decisions, determinations,
                                            and interpretations will be final and binding on all persons, including Participants and
                                            any other holders of Awards.



 


		6.	Eligibility.
                                            The Administrator has the discretion to select any Service Provider to receive an Award,
                                            although Incentive Stock Options may be granted only to Employees. Designation of a Participant
                                            in any year shall not require the Administrator to designate such person to receive an Award
                                            in any other year or, once designated, to receive the same type or amount of Award as granted
                                            to the Participant in any other year. The Administrator shall consider such factors as it
                                            deems pertinent in selecting Participants and in determining the type and amount of their
                                            respective Awards.



 






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		7.	Stock
                                            Options. The Administrator, at any time and from time to time, may grant Stock Options
                                            under the Plan to Service Providers. Each Stock Option shall be subject to such terms and
                                            conditions consistent with the Plan as the Administrator may impose from time to time, subject
                                            to the following limitations:



 


		(a)	Exercise
                                            Price. The per share exercise price for Shares to be issued pursuant to exercise of a
                                            Stock Option will be determined by the Administrator, but shall be no less than 100% of the
                                            Fair Market Value per Share on the date of grant, subject to subsection (e) below.



 


		(b)	Exercise
                                            Period. Stock Options granted under the Plan shall be exercisable at such time or times
                                            and subject to such terms and conditions as shall be determined by the Administrator; provided,
                                            however, that no Stock Option shall be exercisable later than ten (10) years after
                                            the date it is granted. All Stock Options shall terminate at such earlier times and upon
                                            such conditions or circumstances as the Administrator shall in its discretion set forth in
                                            such Award Agreement at the date of grant; provided, however, the Administrator
                                            may, in its sole discretion, later waive any such condition.



 


		(c)	Payment
                                            of Exercise Price. To the extent permitted by Applicable Laws, the Participant may pay
                                            the Stock Option exercise price by:



 


		(i)	cash;



 


		(ii)	check;



 


		(iii)	surrender
                                            of other Shares which meet the conditions established by the Administrator to avoid adverse
                                            accounting consequences to the Company (as determined by the Administrator);



 


		(iv)	if
                                            approved by the Administrator, as determined in its sole discretion, by a broker-assisted
                                            cashless exercise in accordance with procedures approved by the Administrator, whereby payment
                                            of the exercise price may be satisfied, in whole or in part, with Shares subject to the Stock
                                            Option by delivery of an irrevocable direction to a securities broker (on a form prescribed
                                            by the Administrator) to sell Shares and to deliver all or part of the sale proceeds to the
                                            Company in payment of the aggregate exercise price;



 


		(v)	if
                                            approved by the Administrator, as determined in its sole discretion, by delivery of a notice
                                            of “net exercise” to the Company, pursuant to which the Participant shall receive
                                            the number of Shares underlying the Stock Option so exercised reduced by the number of Shares
                                            equal to the aggregate exercise price of the Stock Option divided by the Fair Market Value
                                            on the date of exercise;



 


		(vi)	such
                                            other consideration and method of payment for the issuance of Shares to the extent permitted
                                            by Applicable Laws; or



 


		(vii)	any
                                            combination of the foregoing methods of payment.



 






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		(d)	Exercise
                                            of Stock Option.



 


		(i)	Procedure
                                            for Exercise. Any Stock Option granted hereunder will be exercisable according to the
                                            terms of the Plan and at such times and under such conditions as determined by the Administrator
                                            and set forth in the Award Agreement. A Stock Option may not be exercised for a fraction
                                            of a Share. Exercising a Stock Option in any manner will decrease the number of Shares thereafter
                                            available for purchase under the Stock Option, by the number of Shares as to which the Stock
                                            Option is exercised.



 


		(ii)	Exercise
                                            Requirements. A Stock Option will be deemed exercised when the Company receives: (x)
                                            written or electronic notice of exercise (in accordance with the Award Agreement) from the
                                            person entitled to exercise the Stock Option, and (y) full payment of the Exercise Price
                                            (including provision for any applicable tax withholding).



 


		(iii)	Non-Exempt
                                            Employees. If a Stock Option is granted to an Employee who is a non-exempt employee for
                                            purposes of the Fair Labor Standards Act of 1938, as amended, the Stock Option will not be
                                            first exercisable for any Shares until at least six (6) months following the Date of Grant
                                            of the Stock Option (although the Stock Option may vest prior to such date). Consistent with
                                            the provisions of the Worker Economic Opportunity Act, (A) if such non-exempt Employee dies
                                            or suffers a Disability, (B) upon a Change in Control in which such Stock Option is not assumed,
                                            continued, or substituted, or (C) upon the Participant’s retirement (as such term may
                                            be defined in the Participant’s Award Agreement, in another agreement between the Participant
                                            and the Company, or, if no such definition, in accordance with the then current employment
                                            policies and guidelines of the Company or employing Subsidiary), the vested portion of any
                                            Stock Option may be exercised earlier than six (6) months following the Date of Grant. The
                                            foregoing provision is intended to operate so that any income derived by a non-exempt employee
                                            in connection with the exercise or vesting of a Stock Option will be exempt from the Participant’s
                                            regular rate of pay. To the extent permitted and/or required for compliance with the Worker
                                            Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection
                                            with the exercise, vesting, or issuance of any Shares under any other Award will be exempt
                                            from the employee’s regular rate of pay, the provisions of this Section 7(d)(iii) will
                                            apply to all Awards and are hereby incorporated by reference into such Award Agreements.



 






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		(iv)	Termination
                                            of Relationship as a Service Provider. If a Participant ceases to be a Service Provider,
                                            the Participant may exercise the Stock Option within such period of time as is specified
                                            in the Award Agreement to the extent that the Stock Option is vested on the date of termination
                                            (but in no event later than the expiration of the term of such Stock Option as set forth
                                            in the Award Agreement). In the absence of a specified time in the Award Agreement, the Stock
                                            Option will remain exercisable for three (3) months (or twelve (12) months in the case of
                                            termination on account of Disability or death) following the Participant’s termination.
                                            If a Participant commits an act of Cause, all vested and unvested Stock Options shall be
                                            forfeited as of such date. Unless otherwise provided by the Administrator, if on the date
                                            of termination the Participant is not vested as to a Stock Option, the Shares covered by
                                            the unvested portion of the Stock Option will be forfeited and will revert to the Plan and
                                            again will become available for grant under the Plan. If after termination, the Participant
                                            does not exercise a Stock Option as to all of the vested Shares within the time specified
                                            by the Administrator, the Stock Option will terminate, and remaining Shares covered by such
                                            Stock Option will be forfeited and will revert to the Plan and again will become available
                                            for grant under the Plan.



 


		(v)	Beneficiary.
                                            If a Participant dies while a Service Provider, the Stock Option may be exercised following
                                            the Participant’s death by the Participant’s designated beneficiary, provided
                                            such beneficiary has been designated and received by the Administrator prior to the Participant’s
                                            death in a form acceptable to the Administrator. If no such beneficiary has been properly
                                            designated by the Participant, then such Stock Option may be exercised by the personal representative
                                            of the Participant’s estate or by the persons to whom the Stock Option is transferred
                                            pursuant to the Participant’s will or in accordance with the laws of descent and distribution.



 


		(vi)	Shareholder
                                            Rights. Until the Shares are issued (as evidenced by the appropriate entry on the books
                                            of the Company or of a duly authorized transfer agent or depositary of the Company), no right
                                            to vote or receive dividends or any other rights as a shareholder will exist with respect
                                            to the Shares, notwithstanding the exercise of the Stock Option. No adjustment will be made
                                            for a dividend or other right for which the record date is prior to the date the Shares are
                                            issued, except as provided in Section 14 of the Plan or the applicable Award Agreement.



 


		(e)	Incentive
                                            Stock Option Limitations.



 


		(i)	Each
                                            Stock Option will be designated in the Award Agreement as either an Incentive Stock Option
                                            or a Nonqualified Stock Option. However, notwithstanding such designation, to the extent
                                            that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock
                                            Options are exercisable for the first time by the Participant during any calendar year (under
                                            all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Stock Options
                                            will be treated as Nonqualified Stock Options. For purposes of this Section 7(e)(i), Incentive
                                            Stock Options will be taken into account in the order in which they were granted. The Fair
                                            Market Value of the Shares will be determined as of the time the Stock Option is granted.



 






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		(ii)	In
                                            the case of an Incentive Stock Option, the term will be ten (10) years from the date of grant
                                            or such shorter term as may be provided in the Award Agreement. Moreover, in the case of
                                            an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option
                                            is granted, owns shares representing more than ten percent (10%) of the total combined voting
                                            power of all classes of stock of the Company or any Parent or Subsidiary, the term of the
                                            Incentive Stock Option will be five (5) years from the date of grant or such shorter term
                                            as may be provided in the Award Agreement.



 


		(iii)	Incentive
                                            Stock Option grants made prior to approval of the grant of Incentive Stock Options under
                                            the Plan by shareholders of the Company shall be subject to such approval and provided, further,
                                            that if shareholder approval of the grant of Incentive Stock Options under the Plan is not
                                            obtained within twelve (12) months of adoption of the Plan by the Board, any Stock Option
                                            granted during the twelve (12) month period after adoption of the Plan by the Board that
                                            is designated as an Incentive Stock Option shall be treated thereafter as a Nonqualified
                                            Stock Option.



 


		(iv)	No
                                            Stock Option shall be treated as an Incentive Stock Option unless this Plan has been approved
                                            by the shareholders of the Company in a manner intended to comply with the shareholder approval
                                            requirements of Code Section 422(b)(1), provided that any Stock Option intended to be an
                                            Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain
                                            such approval, but rather such Stock Option shall be treated as a Nonqualified Stock Option
                                            unless and until such approval is obtained.



 


		(v)	In
                                            the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject
                                            to and comply with such rules as may be prescribed by Code Section 422. If for any reason
                                            a Stock Option intended to be an Incentive Stock Option (or any portion thereof) shall not
                                            qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such
                                            Stock Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately
                                            granted under this Plan.



 


		8.	Stock
                                            Appreciation Rights. The Administrator, at any time and from time to time, may grant
                                            SARs to Service Providers. Each SAR shall be subject to such terms and conditions, consistent
                                            with the Plan, as the Administrator may impose from time to time, subject to the following
                                            limitations:



 


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



 






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



 


		(c)	Exercise
                                            Price and Other Terms. The per share exercise price for the Shares that will determine
                                            the amount of the payment to be received upon exercise of a SAR will be determined by the
                                            Administrator and will be no less than one hundred percent (100%) of the Fair Market Value
                                            per Share on the date of grant. Otherwise, the Administrator, subject to the provisions of
                                            the Plan, will have complete discretion to determine the terms and conditions of SARs granted
                                            under the Plan.



 


		(d)	Expiration
                                            of Stock Appreciation Rights. A SAR granted under the Plan will expire upon the date
                                            determined by the Administrator, in its sole discretion, and set forth in the Award Agreement.
                                            Notwithstanding the foregoing, the rules of Section 7(d) relating to the maximum term and
                                            exercise also will apply to SARs.



 


		(e)	Payment
                                            of Stock Appreciation Right Amount. Upon exercise of a SAR, a Participant will be entitled
                                            to receive payment from the Company in an amount determined by multiplying:



 


		(i)	The
                                            difference between the Fair Market Value of a Share on the date of exercise over the exercise
                                            price; times



 


		(ii)	The
                                            number of Shares with respect to which the SAR is exercised.



 


		(f)	Payment
                                            Form. At the discretion of the Administrator, the payment upon SAR exercise may be in
                                            cash, in Shares, other securities, or other property of equivalent value, or in some combination
                                            thereof.



 


		(g)	Tandem
                                            Awards. Any Stock Option granted under this Plan may include tandem SARs (i.e.,
                                            SARs granted in conjunction with an Award of Stock Options under this Plan). The Administrator
                                            also may award SARs to a Service Provider independent of any Stock Option.



 


		9.	Restricted
                                            Stock. The Administrator, at any time and from time to time, may grant Restricted Stock
                                            to Service Providers in such amounts as the Administrator, in its sole discretion, will determine,
                                            subject to the following limitations:



 


		(a)	Restricted
                                            Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement
                                            that will specify the Period of Restriction and the applicable restrictions, the number of
                                            Shares granted, and such other terms and conditions as the Administrator, in its sole discretion,
                                            will determine.



 


		(b)	Removal
                                            of Restrictions. Unless the Administrator determines otherwise, Restricted Stock will
                                            be held by the Company as escrow agent until the restrictions on such Restricted Stock have
                                            lapsed. The Administrator, in its discretion, may accelerate the time at which any restrictions
                                            will lapse or be removed.



 






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		(c)	Voting
                                            Rights. During the Period of Restriction, a Participant holding Restricted Stock may
                                            exercise the voting rights applicable to those restricted Shares, unless the Administrator
                                            determines otherwise.



 


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



 


		(e)	Transferability.
                                            Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated
                                            or hypothecated until the end of the applicable Period of Restriction.



 


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



 


		10.	Restricted
                                            Stock Units (RSUs). The Administrator, at any time and from time to time, may grant RSUs
                                            under the Plan to Service Providers. Each RSU shall be subject to such terms and conditions,
                                            consistent with the Plan, as the Administrator may impose from time to time, subject to the
                                            following limitations:



 


		(a)	RSU
                                            Award Agreement. Each Award of RSUs will be evidenced by an Award Agreement that will
                                            specify the terms, conditions, and restrictions related to the grant, including the number
                                            of RSUs and such other terms and conditions as the Administrator, in its sole discretion,
                                            will determine.



 


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



 


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



 






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



 


		(e)	Voting
                                            and Dividend Equivalent Rights. The holders of RSUs shall have no voting rights as the
                                            Company’s shareholders. Prior to settlement or forfeiture, RSUs awarded under the Plan
                                            may, at the Administrator’s discretion, provide for a right to dividend equivalents.
                                            Such right entitles the holder to be credited with an amount equal to all dividends paid
                                            on one Share while the RSU is outstanding. Dividend equivalents may be converted into additional
                                            RSUs. Settlement of dividend equivalents may be made in the form of cash, Shares, other securities,
                                            other property, or in a combination of the foregoing. Prior to distribution, any dividend
                                            equivalents shall be subject to the same conditions and restrictions as the RSUs to which
                                            they attach.



 


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



 


		11.	Other
                                            Stock-Based Awards. Other Stock-Based Awards may be granted either alone, in addition
                                            to, or in tandem with, other Awards granted under the Plan and/or cash awards made outside
                                            of the Plan. The Administrator shall have authority to determine the Service Providers to
                                            whom and the time or times at which Other Stock-Based Awards shall be made, the amount of
                                            such Other Stock-Based Awards, and all other conditions of the Other Stock-Based Awards including
                                            any dividend and/or voting rights.



 


		12.	Vesting.



 


		(a)	Vesting
                                            Conditions. Each Award may or may not be subject to vesting, a Period of Restriction,
                                            and/or other conditions as the Administrator may determine. Vesting shall occur, in full
                                            or in installments, upon satisfaction of the conditions specified in the Award Agreement.
                                            Vesting conditions may include service-based conditions, performance-based conditions, such
                                            other conditions as the Administrator may determine, or any combination thereof. An Award
                                            Agreement may provide for accelerated vesting upon certain specified events.



 


		(b)	Default
                                            Vesting. Unless otherwise set forth in an individual Award Agreement, each Award shall
                                            vest over a three (3) year period, with one-third (1/3) of the Award vesting on each annual
                                            anniversary of the Date of Grant.



 






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		(c)	Leaves
                                            of Absence. Unless the Administrator provides otherwise, vesting of Awards granted hereunder
                                            will be suspended during any Employee’s unpaid leave of absence and will resume on
                                            the date the Employee returns to work on a regular schedule as determined by the Administrator;
                                            provided, however, that no vesting credit will be awarded for the time vesting
                                            has been suspended during such leave of absence. A Service Provider will not cease to be
                                            an Employee in the case of (i) any leave of absence approved by the Company, although any
                                            leave of absence not provided for in the applicable employee manual of the Company or employing
                                            Subsidiary needs to be approved by the Administrator, or (ii) transfers between locations
                                            of the Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive
                                            Stock Options, no leave of absence may exceed ninety (90) days, unless reemployment upon
                                            expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration
                                            of a leave of absence approved by the Company is not so guaranteed, then three (3) months
                                            following the 91st day of such leave any Incentive Stock Option held by the Participant will
                                            cease to be treated as an Incentive Stock Option and will be treated for federal tax purposes
                                            as a Nonqualified Stock Option.



 


		13.	Non-Transferability
                                            of Awards. Unless determined otherwise by the Administrator, an Award may not be sold,
                                            pledged, assigned, hypothecated, transferred, or disposed of in any manner, except to the
                                            Participant’s estate or legal representative, and may be exercised, during the lifetime
                                            of the Participant, only by the Participant, although the Administrator, in its discretion,
                                            may permit Award transfers for purposes of estate planning or charitable giving. If the Administrator
                                            makes an Award transferable, such Award will contain such additional terms and conditions
                                            as the Administrator deems appropriate.



 


		14.	Adjustments;
                                            Dissolution or Liquidation; Change in Control.



 


		(a)	Adjustments.
                                            In the event that any dividend or other distribution (whether in the form of cash, Shares,
                                            other securities, or other property), recapitalization, share split, reverse share split,
                                            reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange
                                            of Shares or other securities of the Company, or other change in the corporate structure
                                            of the Company affecting the Shares occurs such that an adjustment is determined by the Administrator
                                            (in its sole discretion) to be appropriate in order to prevent dilution or enlargement of
                                            the benefits or potential benefits intended to be made available under the Plan, then the
                                            Administrator shall, in such manner as it may deem equitable, adjust the number and class
                                            of Shares which may be delivered under the Plan, the number, class and price of Shares subject
                                            to outstanding awards, and the numerical limits in Section 4. Notwithstanding the preceding,
                                            the number of Shares subject to any Award always shall be a whole number.



 


		(b)	Dissolution
                                            or Liquidation. In the event of the proposed dissolution or liquidation of the Company,
                                            the Administrator will notify each Participant as soon as practicable prior to the effective
                                            date of such proposed transaction. The Administrator in its discretion may provide for a
                                            Participant to have the right to exercise an Award, to the extent applicable, until ten (10)
                                            days prior to such transaction as to all of the Shares covered thereby, including Shares
                                            as to which the Award would not otherwise be exercisable. In addition, the Administrator
                                            may provide that any Company repurchase option or forfeiture rights applicable to any Award
                                            shall lapse 100%, and that any Award vesting shall accelerate 100%, provided the proposed
                                            dissolution or liquidation takes place at the time and in the manner contemplated. To the
                                            extent it has not been previously vested and, if applicable, exercised, an Award will terminate
                                            immediately prior to the consummation of such proposed action.



 






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		(c)	Change
                                            in Control. In the event of a Change in Control, each outstanding Award shall be assumed
                                            or an equivalent award substituted by the acquiring or successor corporation or a Parent
                                            of the acquiring or successor corporation. Unless determined otherwise by the Administrator,
                                            in the event that the successor corporation refuses to assume or substitute for the Award,
                                            the Participant shall fully vest in and have the right to exercise the Award as to all of
                                            the Shares, including those as to which it would not otherwise be vested or exercisable,
                                            all applicable restrictions will lapse, and all performance objectives and other vesting
                                            criteria will be deemed achieved at targeted levels. If a Stock Option is not assumed or
                                            substituted in the event of a Change in Control, the Administrator shall notify the Participant
                                            in writing or electronically that the Stock Option shall be exercisable, to the extent vested,
                                            for a period of up to fifteen (15) days from the date of such notice, and the Stock Option
                                            shall terminate upon the expiration of such period. For the purposes of this paragraph, the
                                            Award shall be considered assumed if, following the Change in Control, the Award confers
                                            the right to purchase or receive, for each Share subject to the Award immediately prior to
                                            the Change in Control, the consideration (whether shares, cash, or other securities or property)
                                            received in the Change in Control by holders of Shares for each Share held on the effective
                                            date of the transaction (and if holders were offered a choice of consideration, the type
                                            of consideration chosen by the holders of a majority of the outstanding Shares); provided,
                                            however, that if such consideration received in the Change in Control is not solely
                                            common shares of the acquiring or successor corporation or its Parent, the Administrator
                                            may, with the consent of the acquiring or successor corporation, provide for the consideration
                                            to be received, for each Share subject to the Award, to be solely common shares of the acquiring
                                            or successor corporation or its Parent equal in fair market value to the per share consideration
                                            received by holders of Shares in the Change in Control. Notwithstanding anything herein to
                                            the contrary, an Award that vests, is earned, or is paid out upon the satisfaction of one
                                            or more performance goals will not be considered assumed if the Company or the acquiring
                                            or successor corporation modifies any of such performance goals without the Participant’s
                                            consent; provided, however, that a modification to such performance goals only
                                            to reflect the acquiring or successor corporation’s post-Change in Control corporate
                                            structure will not be deemed to invalidate an otherwise valid Award assumption.



 


		15.	Taxes.



 


		(a)	General.
                                            It is a condition to each Award under the Plan that a Participant or such Participant’s
                                            successor shall make such arrangements that may be necessary, in the opinion of the Administrator
                                            or the Company, for the satisfaction of any federal, state, local, or foreign withholding
                                            tax obligations that arise in connection with any Award granted under the Plan. The Company
                                            shall not be required to issue any Shares or make any cash payment under the Plan unless
                                            such obligations are satisfied.



 






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		(b)	Share
                                            Withholding. To the extent that applicable law subjects a Participant to tax withholding
                                            obligations, the Administrator may permit such Participant to satisfy all or part of such
                                            obligations by having the Company or its Parent or Subsidiary withhold all or a portion of
                                            any Share that otherwise would be issued to such Participant or by surrendering all or a
                                            portion of any Share that they previously acquired. Such Share shall be valued on the date
                                            withheld or surrendered. Any payment of taxes by assigning Share to the Company or its Parent
                                            or Subsidiary may be subject to restrictions, including any restrictions required by the
                                            Securities and Exchange Commission, accounting, or other rules.



 


		(c)	Discretionary
                                            Nature of Plan. The benefits and rights provided under the Plan are wholly discretionary
                                            and, although provided by the Company, do not constitute regular or periodic payments. Unless
                                            otherwise required by Applicable Laws, the benefits and rights provided under the Plan are
                                            not to be considered part of a Participant’s salary or compensation or for purposes
                                            of calculating any severance, resignation, redundancy or other end of service payments, vacation,
                                            bonuses, long-term service awards, indemnification, pension or retirement benefits, or any
                                            other payments, benefits or rights of any kind. By acceptance of an Award, a Participant
                                            waives any and all rights to compensation or damages as a result of the termination of employment
                                            with the Company or any Subsidiary or Parent for any reason whatsoever insofar as those rights
                                            result or may result from this Plan or any Award.



 


		(d)	Code
                                            Section 409A. Awards will be designed and operated in such a manner that they are either
                                            exempt from the application of, or comply with, the requirements of Code Section 409A and
                                            will be construed and interpreted in accordance with such intent, except as otherwise determined
                                            in the sole discretion of the Administrator. To the extent that an Award or payment, or the
                                            settlement or deferral thereof, is subject to Code Section 409A, the Award will be granted,
                                            paid, settled, or deferred in a manner that will meet the requirements of Code Section 409A,
                                            such that the grant, payment, settlement, or deferral will not be subject to the additional
                                            tax or interest applicable under Code Section 409A.



 


		(e)	Deferral
                                            of Award Settlement. The Administrator, in its discretion, may permit selected Participants
                                            to elect to defer distributions of Restricted Stock or RSUs in accordance with procedures
                                            established by the Administrator to assure that such deferrals comply with applicable requirements
                                            of the Code. Any deferred distribution, whether elected by the Participant or specified by
                                            the Award Agreement or the Administrator, shall comply with Code Section 409A, to the extent
                                            applicable.



 


		(f)	Limitation
                                            on Liability. Neither the Company nor any person serving as Administrator shall have
                                            any liability to a Participant in the event an Award held by the Participant fails to achieve
                                            its intended characterization under applicable tax law.



 






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		16.	No
                                            Rights as a Service Provider. Neither the Plan, nor an Award Agreement, nor any Award
                                            shall confer upon a Participant any right with respect to continuing a relationship as a
                                            Service Provider, nor shall they interfere in any way with the right of the Participant or
                                            the right of the Company or its Parent or Subsidiaries to terminate such relationship at
                                            any time, with or without cause.



 


		17.	Recoupment
                                            Policy. All Awards granted under the Plan, all amounts paid under the Plan and all Shares
                                            issued under the Plan shall be subject to recoupment, clawback, or recovery by the Company
                                            in accordance with Applicable Laws and with Company policy (whenever adopted) regarding same,
                                            whether or not such policy is intended to satisfy the requirements of the Dodd-Frank Wall
                                            Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act, or other Applicable Laws,
                                            as well as any implementing regulations and/or listing standards.



 


		18.	Term
                                            of Plan. The Plan will become effective pursuant to the resolution adopting the Plan
                                            by the Board. Unless terminated earlier under Section 19, the Plan will continue in effect
                                            for a term of ten (10) years.



 


		19.	Amendment
                                            and Termination of the Plan.



 


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



 


		(b)	Shareholder
                                            Approval. The Company may obtain shareholder approval of any Plan amendment to the extent
                                            necessary or, as determined by the Administrator in its sole discretion, desirable to comply
                                            with Applicable Laws, including any amendment that (i) increases the number of Shares available
                                            for issuance under the Plan or (ii) changes the persons or class of persons eligible to receive
                                            Awards.



 


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



 


		20.	Conditions
                                            Upon Issuance of Shares.



 


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



 


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



 






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		21.	Severability.
                                            Notwithstanding any contrary provision of the Plan or an Award Agreement to the contrary,
                                            if any one or more of the provisions (or any part thereof) of this Plan or the Award Agreements
                                            shall be held invalid, illegal, or unenforceable in any respect, such provision shall be
                                            modified so as to make it valid, legal, and enforceable, and the validity, legality, and
                                            enforceability of the remaining provisions (or any part thereof) of the Plan or Award Agreement,
                                            as applicable, shall not in any way be affected or impaired thereby.



 


		22.	Inability
                                            to Obtain Authority. The inability of the Company to obtain authority from any regulatory
                                            body having jurisdiction, which authority is deemed by the Company’s counsel to be
                                            necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company
                                            of any liability in respect of the failure to issue or sell such Shares as to which such
                                            requisite authority will not have been obtained.



 


		23.	Shareholder
                                            Approval. The Plan will be subject to approval by the shareholders of the Company within
                                            twelve (12) months after the date the Plan is adopted. Such shareholder approval will be
                                            obtained in the manner and to the degree required under Applicable Laws. All Awards hereunder
                                            are contingent on approval of the Plan by shareholders. Notwithstanding any other provision
                                            of this Plan, if the Plan is not approved by the shareholders within twelve (12) months after
                                            the date the Plan is adopted, the Plan and any Awards hereunder shall be automatically terminated.



 


		24.	Choice
                                            of Law. The Plan will be governed by and construed in accordance with the internal laws
                                            of the Company’s state of incorporation (which is Minnesota, as of the Effective Date),
                                            without reference to any choice of law principles.



 


 


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