Exhibit 10.4


 


 


CARDIO DIAGNOSTICS HOLDINGS INC.


2022 EQUITY INCENTIVE PLAN


 


 





 


Table of Contents


Page


 




	SECTION 1   Establishment and Purpose.	1
	(a)   Purpose	1
	(b)   Adoption and Term	1
	SECTION 2   Definitions	1
	SECTION 3   Administration	4
	(a)   Committee of the Board of Directors	5
	(b)   Authority.	5
	(c)   Exchange Program	5
	(d)   Delegation by the Committee	5
	(e)   Indemnification	6
	SECTION 4   Eligibility and Award Limitations.	6
	(a)   Award Eligibility	6
	(b)   Award Limitations	6
	SECTION 5   Stock Subject To The Plan.	6
	(a)   Shares Subject to the Plan	6
	(b)   Lapsed Awards	6
	SECTION 6   Terms And Conditions Of Stock Options	6
	(a)   Power to Grant Options	6
	(b)   Optionee to Have No Rights as a Stockholder	6
	(c)   Award Agreements	6
	(d)   Vesting	7
	(e)   Exercise Price and Procedures	7
	(f)   Effect of Termination of Service	7
	(g)   Limited Transferability of Options	8
	(h)   Acceleration of Exercise Vesting	8
	(i)   No Repricing	8
	(j)   Modification, Extension, Cancellation and Regrant	8
	(k)  Term of Option	8
	(l)   Special Rules For Incentive Stock Options (“ISOs”).	8
	(m)  Shareholder Rights	
	SECTION 7   Restricted Stock	9
	(a)   Grant of Restricted Stock.	9
	(b)   Establishment of Performance Criteria and Restrictions	9
	(c)   Share Certificates and Transfer Restrictions	9
	(d)   Voting and Dividend Rights	9
	(e)   Award Agreements	10
	(f)   Time Vesting	10
	(g)   Acceleration of Vesting.	10
	SECTION 8   Restricted Stock Units	10



 






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	(a)   Grant	10
	(b)   Vesting Criteria and Other Terms	10
	(c)   Earning of Restricted Stock Units	11
	(d)   Dividend Equivalents	11
	(e)   Form and Timing of Payment	11
	(f)   Cancellation	11
	SECTION 9   Stock Appreciation Rights	11
	(a)   Grant	11
	(b)   Exercise and Payment	11
	SECTION 10   Performance Units and Performance Shares	11
	(a)   Grant of Performance Units/Shares	11
	(b)   Value of Performance Units/Shares	12
	(c)   Performance Objectives and Other Terms	12
	(d)   Measurement of Performance Goals	12
	(e)   Earning of Performance Units/Shares	13
	(f)   Form and Timing of Payment of Performance Units/Shares	13
	(g)   Cancellation of Performance Units/Shares	13
	(h)   Non-transferability	13
	SECTION 11   Tax Withholding	13
	(a)   Tax Withholding for Options	13
	(b)   Tax Withholding for Restricted Stock and Other Awards	13
	SECTION 12   Adjustment of Shares and Representations	13
	(a)   General	13
	(b)   Mergers and Consolidations	14
	(c)   Reservation of Rights.	14
	SECTION 13   Miscellaneous	14
	(a)   Regulatory Approvals	14
	(b)   Strict Construction.	14
	(c)   Choice of Law	14
	(d)   Compliance With Code Section 409A	15
	(e)   Date of Grant	15
	(f)   Conditions Upon Issuance of Shares	15
	(g)   Clawback Provisions	15
	(h)   Stockholder Approval	15
	SECTION 14   No Employment or Service Retention Rights	15
	SECTION 15   Duration and Amendments	15
	(a)   Term of the Plan	15
	(b)   Right to Amend or Terminate the Plan	15
	(c)   Effect of Amendment or Termination	15
	SECTION 16   Execution	16
	 	 




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CARDIO DIAGNOSTICS HOLDNGS INC.


2022 EQUITY INCENTIVE PLAN


SECTION 1
Establishment and Purpose.


(a)
Purpose. The purpose of the Plan is to promote the interests of Cardio Diagnostics
Holdings Inc., a Delaware corporation (the “Company”), and its stockholders by providing eligible employees, directors and
consultants with additional incentives to remain with the Company and its subsidiaries, to increase their efforts to make the Company
more successful, to reward such persons by providing an opportunity to acquire shares of Common Stock on favorable terms and to attract
and retain the best available personnel to participate in the ongoing business operations of the Company.


The Plan permits the grant
of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance
Units and Performance Shares.


(b)
Adoption and Term. The Plan has been approved by the Board
of Directors (the “Board”) of the Company, and subject to stockholder
approval, and is effective as of October 25, 2022. The Plan will remain
in effect until terminated by action of the Board except as otherwise provided in Section 15.


SECTION 2
Definitions.


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


(b)
“Award” means the grant of Incentive Stock Options, Nonstatutory Stock
Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units or Performance Shares made pursuant to
the Plan.


(c)
“Award Agreement” means an agreement entered into by the Company and the
Participant setting forth the terms applicable to an Award granted to the Participant under the Plan.


(d)
“Board” means the Board of Directors of the Company, as constituted from
time to time.


(e)
“Cause” means (i) conviction of, or the entry of a plea of guilty or no
contest to, a felony or any other crime that causes the Company public disgrace or disrepute, or adversely affects the Company's operations,
condition (financial or otherwise), prospects or interests, (ii) gross negligence or willful misconduct with respect to the Company, including,
without limitation fraud, embezzlement, theft or dishonesty in the course of his or her employment; (iii) alcohol abuse or use of controlled
drugs other than in accordance with a physician's prescription; (iv) refusal, failure or inability to perform any material obligation
or fulfill any duty (other than any duty or obligation of the type described in clause (6) below) to the Company (other than due to a
disability), which failure, refusal or inability is not cured within 10 days after delivery of notice thereof; (v) material breach of
any agreement with or duty owed to the Company; or (vi) any breach of any obligation or duty to the Company (whether arising by statute,
common law, contract or otherwise) relating to confidentiality, noncompetition, nonsolicitation or proprietary rights. Notwithstanding
the foregoing, if a Participant and the Company have entered into an employment agreement, consulting agreement or other similar agreement
that specifically defines "Cause," then with respect to such Participant, "Cause" shall have the meaning defined in
that employment agreement, consulting agreement or other agreement.


(f)
“Change of Control” means the occurrence of any of the following, in one
transaction or a series of related transactions: (i) any person (as such term is used in Section 13(d) and 14(d) of the Exchange Act)
becoming a "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company
representing more than 50% of the voting power of the Company's then outstanding capital stock; (ii) a consolidation, share exchange,
reorganization or merger of the Company resulting in the stockholders of the Company immediately prior to such event not owning at least
a majority of the voting power of the resulting entity's securities outstanding immediately following such event or, if the resulting
entity is a direct or indirect subsidiary of the entity whose securities are issued in such transaction(s), the voting power of such issuing
entity's securities outstanding immediately following such event; (iii) the sale or other disposition of all or substantially all the
assets of the Company (other than a transfer of financial assets made in the ordinary course of business for the purpose of securitization
or any similar purpose); (iv) a change in the effective control of the Company which occurs on the date that a majority of members of
the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of
the members of the Board prior to the date of the appointment or election; (v) a liquidation or dissolution of the Company; or (vi) any
similar event deemed by the Committee to constitute a Change in Control for purposes of the Plan. For the avoidance of doubt, a transaction
or a series of related transactions will not constitute a Change in Control if such transaction(s) result(s) in the Company, any successor
to the Company, or any successor to the Company's business, being controlled, directly or indirectly, by the same person or persons who
controlled the Company, directly or indirectly, immediately before such transaction(s).






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(g)
“Code” means the Internal Revenue Code of 1986, as amended.


(h)
“Committee” means the Compensation Committee of the Board of Directors
or such other committee or individuals satisfying Applicable Laws appointed by the Board in accordance with Section 3 hereof. 


(i)
“Common Stock” means the common stock of the Company.


(j)
“Company” means Cardio Diagnostics Holdings, Inc., a Delaware corporation
and where applicable, its Subsidiaries.


(k)
“Consultant” means any person other than an Employee, engaged by the Company
or Subsidiary to render services to such entity.


(l)
“Date of Grant” means the date on which the Committee grants an Award pursuant
to the Plan.


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


(n)
“Effective Date” means __________, 2022.






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(o)
“Employee” means any individual who is a common-law employee of the Company
or a Subsidiary.


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


(q)
“Exchange Program” means a program established by the Committee under which
outstanding Awards are amended to provide for a lower Exercise Price or surrendered or cancelled in exchange for (i) Awards with a lower
exercise price, (ii) a different type of Award or awards under a different equity incentive plan, (iii) cash, or (iv) a combination of
(i), (ii) and/or (iii). Notwithstanding the preceding, the term Exchange Program does not include any (i) action described in Section
12 or any action taken in connection with a Change in Control transaction or (ii) transfer or other disposition permitted under Section
12. For the purpose of clarity, each of the actions described in the prior sentence, none of which constitute an Exchange Program, may
be undertaken (or authorized) by the Committee in its sole discretion without approval by the Company's shareholders.


(r)
“Exercise Price” with respect to an Option, means the price per share at
which an Optionee may exercise his Option to acquire all or a portion of the shares of Common Stock that are the subject of such Option,
as determined by the Committee on the Date of Grant. In no event shall the Exercise Price of any Common Stock made the subject of an Option,
be less than the Fair Market Value on the Date of Grant.


(s)
“Fair Market Value” means, as of any date, the value of Common Stock determined
as follows:


(i)
If the Common Stock is listed on any established stock exchange or a national market system, including
without limitation the New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market
of The Nasdaq Stock Market, its Fair Market Value will be the closing sale price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other
source as the Committee deems reliable;


(ii)
If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are
not reported, or if the Common Stock is quoted on the Over-the-Counter (OTC) market, be that the OTCQB, OTCBB or Pink Sheets, the Fair
Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination, as
reported in The Wall Street Journal, the OTC, or such other source as the Committee deems reliable;


(iii)
For purposes of any Awards granted on the Registration Date, the Fair Market Value will be the initial
price to the public as set forth in the final prospectus included within the registration statement in Form S-1 filed with the Securities
and Exchange Commission for the initial public offering of the Company's Common Stock; or


(iv)
In the absence of an established market for the Common Stock, the Fair Market Value will be determined
in good faith by the Board after taking into account such factors as the Board shall deem appropriate.


(t)
“Incentive Stock Option” or “ISO” means a stock option intended
to satisfy the requirements of Section 422(b) of the Code.


(u)
“Nonstatutory Option” means a stock option not intended to satisfy the
requirements of Section 422(b) of the Code.


(v)
“Officer” means a person who is an officer of the Company within the meaning
of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.


(w)
“Option” means an ISO or Nonstatutory Option granted under the Plan and
entitling the holder to purchase shares of Common Stock.


(x)
“Option Stock” means those shares of Common Stock made the subject of an
Option granted pursuant to the Plan.


(y)
“Optionee” means an individual who is granted an Option.


(z)
“Outside Director” means a member of the Board of Directors who is not
an Employee.


(aa)
“Participant” means a person who has an outstanding Award under the Plan.
The term Participant also refers to an Optionee.


(bb)
“Performance Goal” means a performance goal established by the Committee
pursuant to Section 10(c) of the Plan.






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(cc)
“Performance Share” means an Award denominated in Shares which may be earned
in whole or in part upon attainment of Performance Goals or other vesting criteria as the Committee may determine pursuant to Section
10.


(dd)
“Performance Unit” means an Award which may be earned in whole or in part
upon attainment of Performance Goals or other vesting criteria as the Committee may determine and which may be settled for cash, Shares
or other securities or a combination of the foregoing pursuant to Section 10.


(ee)
“Plan” means this Cardio Diagnostics Holdings Inc. 2022 Equity Incentive
Plan.


(ff)
“Registration Date” means the effective date of the first registration
statement that is filed by the Company and declared effective pursuant to Section 12(g) of the Exchange Act, with respect to any class
of the Company's securities.


(gg)
“Repricing” means (i) reducing the exercise price of Nonqualified Stock
Options, Incentive Stock Options, or Stock Appreciation Right (collectively, “Stock Rights”), (ii) cancel outstanding Stock
Rights in exchange for cash, other Awards or Options or SARs with an exercise price that is less than the exercise price of the original
options or base price of stock appreciation rights, as applicable, (iii) cancel outstanding Stock Rights with an exercise price or base
price, as applicable, that is less than the then current Fair Market Value of a Share in exchange for other Awards, cash or other property;
or (iv) otherwise effect a transaction that would be considered a “repricing” for purposes of the stockholder approval rules
of the applicable securities exchange or inter-dealer quotation system on which the Shares are listed or quoted without stockholder approval.


(hh)
“Restricted Stock” means those shares of Common Stock made the subject
of an Award granted under the Plan.


(ii)
“Restricted Stock Unit” means a bookkeeping entry representing an amount
equal to the Fair Market Value of one Share, granted pursuant to Section 8. Each Restricted Stock Unit represents an unfunded and unsecured
obligation of the Company.


(jj)
“Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule
16b-3, as in effect when discretion is being exercised with respect to the Plan.


(kk)
“Section 16(b)” means Section 16(b) of the Exchange Act.


(ll)
“Service” means service as an Employee, Consultant or Outside Director.


(mm)
“Share” means a share of the Common Stock, as adjusted in accordance with
Section 12 of the Plan.


(nn)
“Stock Appreciation Right” or “SAR” means a right awarded
to a Participant pursuant to Section 9 of the Plan, which shall entitle the Participant to receive cash, Common Stock, other property
or a combination thereof, as determined by the Committee, in an amount equal to or otherwise based on the excess of (a) the Fair Market
Value of a share of Common Stock at the time of exercise over (b) the exercise price of the right, as established by the Committee on
the date the award is granted.


(oo)
“Subsidiary” means any Company (other than the Company) in an unbroken
chain of companies beginning with the Company if each of the companies other than the last company in the unbroken chain owns stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other companies in such chain. A
company that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as
of such date.


SECTION 3
Administration.


(a)
Committee of the Board of Directors. The Plan may be administered by the Compensation
Committee of the Board or such other Committee or individuals as appointed by the Board to administer the Plan. Each Committee shall have
such authority and be responsible for such functions as the Board has assigned to it. Members of the Committee shall serve for such period
of time as the Board may determine and shall be subject to removal by the Board at any time. The Board may also at any time terminate
the functions of the Committee and reassume all powers and authorities previously delegated to the Committee. If no Committee has been
appointed, the entire Board shall administer the Plan.






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To the extent desirable
to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the
requirements for exemption under Rule 16b-3.


(b)
Authority. Subject to the terms and conditions of the Plan, the Committee shall have
the sole discretionary authority:


(i)
to authorize the granting of Awards under the Plan;


(ii)
to select the Employees, Consultants or Outside Directors who are to be granted Awards under the
Plan and to determine the conditions subject to such Awards;


(iii)
to construe and interpret the Plan;


(iv)
to determine Fair Market Value;


(v)
to establish and modify administrative rules for the Plan;


(vi)
to impose such conditions and restrictions with respect to the Awards, not inconsistent with the
terms of the Plan, as it determines appropriate;


(vii)
to execute or cause to be executed Award Agreements; and


(viii)
generally, to exercise such power and perform such other acts in connection with the Plan and the
Awards, and to make all determinations under the Plan as it may deem necessary or advisable or as required, provided or contemplated hereunder.


Any person delegated or
designated by the Committee shall be subject to the same obligations and requirements imposed on the Committee and its members under the
Plan.


(c)
Exchange Program. Notwithstanding anything in this Section 3, the Committee shall not
implement an Exchange Program without the approval of the holders of a majority of the Shares that are present in person or by proxy and
entitled to vote at any annual or special meeting of Company's shareholders.


(d)
Delegation by the Committee. The Committee, in its sole discretion and on such terms
and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to one or more Directors or
officers of the Company; provided, however, that the Committee may not delegate its authority and powers (a) with respect to an Officer
or (b) in any way which would jeopardize the Plan's qualification under Code Section 162(m), if applicable, or Rule 16b-3.


(e)
Indemnification. To the maximum extent permitted by law, the Company shall indemnify
each member of the Committee, the Board, and any Employee with duties under the Plan, against all liabilities and expenses (including
any amount paid in settlement or in satisfaction of a judgment) reasonably incurred by the individual in connection with any claims against
the individual by reason of the performance of the individual's duties under the Plan. This indemnity shall not apply, however, if: (i)
it is determined in the action, lawsuit, or proceeding that the individual is guilty of gross negligence or intentional misconduct in
the performance of those duties; or (ii) the individual fails to assist the Company in defending against any such claim. The Company shall
have the right to select counsel and to control the prosecution or defense of the suit. The Company shall not be obligated to indemnify
any individual for any amount incurred through any settlement or compromise of any action unless the Company consents in writing to the
settlement or compromise.






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SECTION 4
Eligibility and Award Limitations.


(a)
Award Eligibility. Employees, Consultants, and Outside Directors shall be eligible
for the grant of Awards under the Plan. Only Employees shall be eligible for the grant of Incentive Stock Options.


(b)
Award Limitations. The Company may apply limits on the grant of Awards during any fiscal
year or any particular type or amount of Award.


SECTION 5
Stock Subject To The Plan.


(a)
Shares Subject to the Plan. The maximum aggregate number of Shares
that may be issued under the Plan immediately after the Effective Date is [3,265,516]
Shares, subject to both increase under Section 5(b) and adjustment under
Section 12 after the Effective Date (the “Share Reserve”); provided, however that the Share Reserve will increase on January
1st of each calendar year beginning on January 1, 2023 and ending on and including January 1, 2027 (each, an “Evergreen Date”),
in an amount equal to the lesser of (i) 7% of the total number of shares of Common Stock outstanding on the December 31st immediately
preceding the applicable Evergreen Date and (ii) such lesser number of shares of Common Stock as determined to be appropriate by the
Committee in its sole discretion. Notwithstanding the foregoing and, subject to adjustment as provided in Section 12, the maximum number
of Shares that may be issued upon the exercise of Incentive Stock Options is [3,216,516].


(b)
Lapsed Awards. To the extent an Award expires, is surrendered pursuant to an Exchange
Program or becomes unexercisable without having been exercised or, with respect to Restricted Stock, Restricted Stock Units, Performance
Units or Performance Shares, is forfeited to or repurchased by the Company due to failure to vest, the unpurchased Shares (or for Awards
other than Options or Stock Appreciation Rights the forfeited or repurchased Shares), which were subject thereto will become available
for future grant or sale under the Plan (unless the Plan has terminated). Notwithstanding the foregoing (and except with respect to Shares
of Restricted Stock that are forfeited rather than vested), Shares that have actually been issued under the Plan under any Award will
not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued
pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Company
or are forfeited to the Company, such Shares will become available for future grant under the Plan. Shares used to pay the exercise price
of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant under the Plan. To
the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of
Shares available for issuance under the Plan.


SECTION 6
Terms And Conditions Of Stock Options.


(a)
Power to Grant Options. Subject to the maximum per person share limitation in Section
4, the Committee may grant to such Employees or persons as the Committee may select, Options entitling the Optionee to purchase shares
of Common Stock from the Company in such quantity, and on such terms and subject to such conditions not inconsistent with the terms of
the Plan, as may be established by the Committee at the time of grant or pursuant to applicable resolution of the Committee, and as set
forth in the Participant’s Option Award Agreement. Options granted under the Plan may be Nonstatutory Stock Options or Incentive
Stock Options.


(b)
Optionee to Have No Rights as a Stockholder. An Optionee, or a transferee of an Optionee,
shall have no rights as a stockholder of the Company with respect to the shares of Common Stock made subject to an Option unless and until
such Optionee exercises such Option and is issued the shares purchased thereby. No adjustments shall be made for distributions, dividends,
allocations, or other rights with respect to any shares of Common Stock prior to the exercise of such Option.


(c)
Award Agreements. The terms of any Option shall be set forth in an Award Agreement
in such form as the Committee shall from time to time determine. Each Award Agreement shall comply with and be subject to the terms and
conditions of the Plan and such other terms and conditions as the Committee may deem appropriate. In the event that any provision of an
Option granted under the Plan shall conflict with any term in the Plan as constituted on the Date of Grant of such Option, the term in
the Plan constituted on the Date of Grant of such Option shall control. No person shall have any rights under any Option granted under
the Plan unless and until the Company and the Optionee have executed an Award Agreement setting forth the grant and the terms and conditions
of the Option.






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(d)
Vesting. Unless a different vesting schedule is listed in an individual Award Agreement,
the Shares subject to an Option granted under the Plan shall vest and become exercisable in accordance with the following schedule:


	Completed Years of Employment/Service

From Date of Grant	Cumulative Vesting Percentage
	1	25%
	2	50%
	3	75%
	4 Years or more	100%


 


(e)
Exercise Price and Procedures.


(1)
Exercise Price. The Exercise Price means the price per share at which an Optionee may exercise
his Option to acquire all or a portion of the shares of Common Stock that are the subject of such Option. Notwithstanding the foregoing,
in no event shall the Exercise Price of any Common Stock made the subject of an Option be less than the Fair Market Value of such Common
Stock, determined as of the Date of Grant.


(2)
Exercise Procedures. Each Option granted under the Plan shall be exercised by providing written
notice to the Committee, together with payment of the Exercise Price, which notice and payment must be received by the Committee on or
before the earlier of (i) the date such Option expires, and (ii) the last date on which such Option may be exercised as provided in paragraph
(f) below.


(3)
Payment of Exercise Price. The Exercise Price times the number of the shares to be purchased
upon exercise of an Option granted under the Plan shall be paid in full at the time of exercise. The Committee will determine the acceptable
form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Committee
will determine the acceptable form of consideration at the time of grant. Such consideration for both types of Options may consist entirely
of: (i) cash; (ii) check; (iii) promissory note, to the extent permitted by Applicable Laws, (iv) other Shares, provided that such Shares
have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option will be
exercised and provided that accepting such Shares will not result in any adverse accounting consequences to the Company, as the Committee
determines in its sole discretion; (v) consideration received by the Company under a broker-assisted (or other) cashless exercise program
(whether through a broker or otherwise) implemented by the Company in connection with the Plan; (vi) by net exercise; (vii) such other
consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or (viii) any combination of
the foregoing methods of payment.


(f)
Effect of Termination of Service. Subject to paragraph (k) below regarding Special
Rules for Incentive Stock Options, the following provisions shall govern the exercise of any Options granted to an Optionee that are vested
and outstanding at the time Optionee’s Service ceases:


(1)
Termination of Employment for Reasons Other than Death, Disability or a Termination for Cause.
Should Optionee’s Service with the Company cease for any reason other than death, Disability or a termination for Cause (as determined
by the Committee), then each Option shall remain exercisable until the close of business on the earlier of (i) 3 months following the
date Optionee’s Service ceased or (ii) the expiration date of the Option.


(2)
Termination of Employment Due to Death or Disability. Should Optionee’s Service cease
due to death or Disability, then each Option shall remain exercisable until the close of business on the earlier of (i) the 12 month anniversary
of the date Optionee’s Service ceased, or (ii) the expiration date of the Option.


(3)
Termination for Cause. Should Optionee’s Service be terminated for Cause while his Option
remains outstanding, each outstanding Option granted to Optionee (whether vested or unvested) shall terminate immediately and Optionee
shall forfeit all rights with respect to such Award.






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(g)
Limited Transferability of Options. An Option shall be exercisable only by the Optionee
during his lifetime and shall not be assignable or transferable other than by will or by the laws of inheritance following Optionee’s
death.


(h)
Acceleration of Exercise Vesting. Notwithstanding anything to the contrary in the Plan,
the Committee, in its discretion, may allow the exercise in whole or in part, at any time after the Date of Grant, any Option held by
an Optionee, which Option has not previously become exercisable. In the event of a Change of Control of the Company, the Committee, in
its discretion may provide that Options shall become 100% vested and exercisable on the date of the Change of Control. Options shall also
become 100% vested in the event Optionee dies or becomes Disabled while employed.


(i)
No Repricing. The terms of any outstanding Award may not be amended, and action may
not otherwise be taken, in a manner to achieve a Repricing; provided, however, that nothing herein shall prevent the Committee from taking
any action provided for in Section 14 below


(j)
Modification, Extension, Cancellation and Regrant. Within the limitations of the Plan
and after taking into account any possible adverse tax or accounting consequences, the Committee may modify, or extend outstanding Options
or may accept the cancellation of outstanding Options (whether granted by the Company or another issuer) in return for the grant of new
Options for the same or a different number of shares and at the same or a different Exercise Price. The foregoing notwithstanding, no
modification of an Option shall, without the consent of the Optionee, impair the Optionee’s rights or increase the Optionee’s
obligations under such Option or cause a violation of Code Section 409A.


(k)
Term of Option. No Option shall have a term in excess of ten (10) years measured from
the date that the Option is granted.


(l)
Special Rules For Incentive Stock Options (“ISOs”). In addition to the
provisions of this Section 6, the terms specified below shall be applicable to all Incentive Stock Options granted under the Plan. Except
as modified by the provisions of this paragraph (k), all of the provisions of the Plan shall be applicable to Incentive Stock Options.
Options that are specifically designated as Nonstatutory Options are not subject to the terms of this paragraph (k).


(1)
Eligibility. Incentive Options may only be granted to Employees.


(2)
Dollar Limitation. The aggregate Fair Market Value of the shares of Common stock (determined
as of the Date of Grant) for which one or more Incentive Options granted to any Employee pursuant to the Plan may for the first time become
exercisable as Incentive Options during any one calendar year shall not exceed $100,000. To the extent that an Optionee’s Options
exceed that limit, they will be treated as Nonstatutory Options (but all of the other provisions of the Option shall remain applicable),
with the first Options that were awarded to Optionee to be treated as Incentive Stock Options.


(3)
Restrictions on Sale of Shares. Shares issued pursuant to the exercise of an Incentive Stock
Option may not be sold by the Employee until the expiration of 12 months after exercise and 24 months from the Date of Grant. Shares that
do not satisfy these restrictions shall be treated as a grant of Nonstatutory Options.


(4)
Special Rules for Incentive Stock Options Granted to 10% Stockholder. 


a.
Exercise Price. If any Employee to whom an Incentive Stock Option is granted is a 10% Stockholder,
the Exercise Price of the Incentive Stock Option must be at least 110% of the Fair Market Value of the Company’s Common Stock.


b.
Term of Option. If any Employee to whom an Incentive Stock Option is granted is a 10% Stockholder,
then the Option term shall not exceed five years measured from the date the Incentive Stock Option is granted.






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c.
Definition of 10% Stockholder. For purposes of the Plan, an Employee is deemed to be a “10%
Stockholder” if he owns more than 10% of the Company or any Subsidiary.


(5)
Special Rules for Exercise of Incentive Stock Options Following Termination of Employment.



a.
Death or Disability. In order to preserve tax treatment as an Incentive Stock Option, Options
granted to an Optionee who dies or becomes Disabled while employed must be exercised by the Optionee or his executor or beneficiary no
later than (i) 12 months following the date of death or Disability, or (ii) the expiration date of the Incentive Stock Option, if earlier.


b.
Termination For Reason Other Than Death or Disability. In order to preserve tax treatment
as an Incentive Stock Option, an Optionee must exercise any vested and outstanding Incentive Stock Options no later than: (i) three (3)
months following the date the Optionee terminates employment for any reason other than death or Disability; or (ii) the expiration date
of the Incentive Stock Option if earlier.


(6)
Miscellaneous. With respect to Incentive Stock Options, if this Plan does not contain any
provision required to be included herein under Section 422 of the Code, such provision shall be deemed to be incorporated herein with
the same force and effect as if such provision had been set out at length herein. To the extent any Option that is intended to qualify
as an Incentive Stock Option cannot so qualify, such Option, to that extent, shall be deemed to be a Nonstatutory Stock Option for all
purposes of this Plan.


(m)
Shareholder Rights. Until the Shares covered by an Option are issued (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise
of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. 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
12 of the Plan.


SECTION 7
Restricted Stock.


(a)
Grant of Restricted Stock. The Committee may cause the Company to issue shares of Restricted
Stock under the Plan, subject to such restrictions, conditions and other terms as the Committee may determine in addition to those set
forth herein.


(b)
Establishment of Performance Criteria and Restrictions. Restricted Stock Awards will
be subject to time vesting under paragraph (f) of this Section 7. The Committee may, in its sole discretion, at the time a grant is made,
prescribe restrictions in addition to or other than time vesting, including the satisfaction of corporate or individual performance objectives,
which shall be applicable to all or any portion of the Restricted Stock. Corporate or individual performance criteria include, but are
not limited to, designated levels or changes in total shareholder return, net income, total asset return, or such other financial measures
or performance criteria as the Committee may select. Such restrictions shall be set forth in the Participant’s Restricted Stock
Agreement.


(c)
Share Certificates and Transfer Restrictions. Restricted Stock awarded to a Participant
may be held under the Participant’s name in a book entry account maintained by or on behalf of the Company. Upon vesting of the
Restricted Stock, the Company will establish procedures regarding the delivery of share certificates or the transfer of shares in book
entry form. None of the Restricted Stock may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of prior to the
date on which such Restricted Stock vests in accordance with the Plan.


(d)
Voting and Dividend Rights. Except as otherwise determined by the Committee either
at the time Restricted Stock is awarded or at any time thereafter prior to the lapse of the restrictions, holders of Restricted Stock
shall not have the right to vote such shares or the right to receive any dividends with respect to such shares, until such shares are
vested. All distributions, if any, received by the Participant with respect to Restricted Stock as a result of any stock split, stock
distributions, combination of shares, or other similar transaction shall be subject to the restrictions of the Plan.






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(e)
Award Agreements. The terms of the Restricted Stock granted under the Plan shall be
as set forth in an Award Agreement in such form as the Committee shall from time to time determine. Each Award Agreement shall comply
with and be subject to the terms and conditions of the Plan and such other terms and conditions as the Committee may deem appropriate.
No Person shall have any rights under the Plan unless and until the Company and the Participant have executed an Award Agreement setting
forth the grant and the terms and conditions of the Restricted Stock. The terms of the Plan shall govern all Restricted Stock granted
under the Plan. In the event that any provision of an Award Agreement shall conflict with any term in the Plan as constituted on the Date
of Grant, the term in the Plan shall control.


(f)
Time Vesting. Except as otherwise provided in a Participant’s Award Agreement,
the Restricted Stock granted under the Plan will vest in accordance with the following schedule:


	Completed Years of Employment/Service

From Date of Grant	Cumulative Vesting Percentage
	1	25%
	2	50%
	3	75%
	4 Years or more	100%


 


In the event a Participant
terminates employment prior to 100% vesting, any Shares of Restricted Stock which are not vested shall be forfeited immediately and permanently.
However, a Participant shall be 100% vested in his Restricted Stock in the event he terminates employment by reason of death or Disability.
A Participant shall also be 100% vested in his Restricted Stock on the date of a Change of Control. If a Participant’s Service is
terminated for Cause as determined in the sole discretion of the Committee, his or her Restricted Stock Award (whether vested or unvested)
shall be forfeited immediately. The Committee may approve Restricted Stock grants that provide alternate vesting schedules. Fractional
shares shall be rounded down.


(g)
Acceleration of Vesting. Notwithstanding anything to the contrary in the Plan, the
Board, in its discretion, may accelerate, in whole or in part, the vesting schedule applicable to a grant of Restricted Stock.


SECTION 8
Restricted Stock Units


(a)
Grant. Restricted Stock Units may be granted at any time and from time to time as determined
by the Committee. After the Committee determines that it will grant Restricted Stock Units under the Plan, it will advise the Participant
in an Award Agreement of the terms, conditions, and restrictions (if any) related to the grant, including the number of Restricted Stock
Units.


(b)
Vesting Criteria and Other Terms. The Committee will set vesting criteria in its discretion,
which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out
to the Participant. The Committee may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals
(including, but not limited to, continued employment), or any other basis (including the passage of time) determined by the Committee
in its discretion. Unless a different vesting schedule is set forth in the Award Agreement, the following time vesting schedule will apply:


	Completed Years of Employment/Service

From Date of Grant	Cumulative Vesting Percentage
	1	25%
	2	50%
	3	75%
	4 Years or more	100%


 






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(c)
Earning of Restricted Stock Units. Upon meeting the applicable vesting criteria, the
Participant will be entitled to receive a payout as determined by the Committee and as set forth in the Award Agreement on the Date of
Grant. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Committee, in its sole discretion, may
reduce or waive any vesting criteria that must be met to receive a payout as long as such reduction or waiver does not violate Code Section
409A.


(d)
Dividend Equivalents. The Committee may, in its sole discretion, award dividend equivalents
in connection with the grant of Restricted Stock Units that may be settled in cash, in Shares of equivalent value, or in some combination
thereof.


(e)
Form and Timing of Payment. Payment of earned Restricted Stock Units will be made upon
the date(s) determined by the Committee and set forth in the Award Agreement. The Committee, in its sole discretion, may settle earned
Restricted Stock Units in cash, Shares, or a combination of both. Timing and payment of Restricted Stock Units will be subject to and
structured to comply with the rules of Code Section 409A and the treasury regulations thereunder.


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


SECTION 9
Stock Appreciation Rights.


(a)
Grant. A Participant may be granted one or more Stock Appreciation Rights under the
Plan and such SARs shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as shall be determined
by the Committee in its sole discretion. A SAR may relate to a particular Stock Option and may be granted simultaneously with or subsequent
to the Stock Option to which it relates. Except to the extent otherwise modified in the grant, (i) SARs not related to a Stock Option
shall be granted subject to the same terms and conditions applicable to Stock Options as set forth in Section 6, and (ii) all SARs related
to Stock Options granted under the Plan shall be granted subject to the same restrictions and conditions and shall have the same vesting,
exercisability, forfeiture and termination provisions as the Stock Options to which they relate. SARs may be subject to additional restrictions
and conditions. The per-share base price for exercise or settlement of SARs shall be determined by the Committee but shall be a price
that is equal to or greater than the Fair Market Value of such shares. Other than as adjusted pursuant to Section 12, the base price of
SARs may not be reduced without shareholder approval (including canceling previously awarded SARs and regranting them with a lower base
price).


(b)
Exercise and Payment. To the extent a SAR relates to a Stock Option, the SAR may be
exercised only when the related Stock Option could be exercised and only when the Fair Market Value of the shares subject to the Stock
Option exceed the exercise price of the Stock Option. When a Participant exercises such SARs, the Stock Options related to such SARs shall
automatically be cancelled with respect to an equal number of underlying shares. Unless the Committee decides otherwise (in its sole discretion),
SARs shall only be paid in cash or in shares of Common Stock. For purposes of determining the number of shares available under the Plan,
each Stock Appreciation Right shall count as one share of Common Stock, without regard to the number of shares, if any, that are issued
upon the exercise of the Stock Appreciation Right and upon such payment. Shares issuable in connection with a SAR are subject to the transfer
restrictions under the Plan.


SECTION 10
Performance Units and Performance Shares.


(a)
Grant of Performance Units/Shares. Subject to the terms of the Plan, Performance Units
and Performance Shares may be granted to eligible Employees, Consultants or Outside Directors at any time and from time to time, as shall
be determined by the Committee, in its sole discretion. The Committee shall have complete discretion in determining the number of Performance
Units and Performance Shares granted to each Participant.


(b)
Value of Performance Units/Shares. Each Performance Unit shall have an initial value
that is established by the Committee at the time of the grant. Each Performance Share shall have an initial value equal to the Fair Market
Value of a Share on the date of grant. The Committee shall set performance goals in its discretion which, depending on the extent to which
they are met, will determine the number and/or value of Performance Units/Shares that will be paid out to the Participants. The time period
during which the performance goals must be met shall be called a “Performance Period.”






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(c)
Performance Objectives and Other Terms. The Committee will set Performance Goals or
other vesting provisions (including, without limitation, continued status as an Employee, Consultant or Outside Director) in its discretion
which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid
out to an Employee, Consultant or Outside Director. The time period during which the performance objectives or other vesting provisions
must be met will be called the "Performance Period." Each Award of Performance Units/Shares will be evidenced by an Award Agreement
that will specify the Performance Period, and such other terms and conditions as the Committee, in its sole discretion, will determine.
The Committee may set performance objectives based upon the achievement of Company-wide, divisional, or individual goals, applicable federal
or state securities laws, or any other basis determined by the Committee in its discretion.


(d)
Measurement of Performance Goals. Performance Goals shall be established by the Committee
on the basis of targets to be attained ("Performance Targets") with respect to one or more measures of business or financial
performance (each, a "Performance Measure"), subject to the following:


(i)
Performance Measures. For each Performance Period, the Committee shall establish and
set forth in writing the Performance Measures, if any, and any particulars, components and adjustments relating thereto, applicable to
each Participant. The Performance Measures, if any, will be objectively measurable and will be based upon the achievement of a specified
percentage or level in one or more objectively defined and non-discretionary factors preestablished by the Committee. Performance Measures
may be one or more of the following, as determined by the Committee: (i) sales or non-sales revenue; (ii) return on revenues; (iii) operating
income; (iv) income or earnings including operating income; (v) net income; (vi) pre-tax income or after-tax income; (vii) net income
excluding amortization of intangible assets, depreciation and impairment of goodwill and intangible assets and/or excluding charges attributable
to the adoption of new accounting pronouncements; (viii) raising of financing or fundraising; (ix) project financing; (x) revenue backlog;
(xi) power purchase agreement backlog; (xii) gross margin; (xiii) operating margin or profit margin; (xiv) capital expenditures, cost
targets, reductions and savings and expense management; (xv) return on assets (gross or net), return on investment, return on capital,
or return on shareholder equity; (xvi) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided
by operations, or cash flow in excess of cost of capital; (xvii) performance warranty and/or guarantee claims; (xviii) stock price or
total stockholder return; (xix) earnings or book value per share (basic or diluted); (xx) economic value created; (xxi) pre-tax profit
or after-tax profit; (xxii) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration
or market share, geographic business expansion, objective customer satisfaction or information technology goals; (xxiii) objective goals
relating to divestitures, joint ventures, mergers, acquisitions and similar transactions; (xxiv) construction projects consisting of one
or more objectives based upon meeting project completion timing milestones, project budget, site acquisition, site development, or site
equipment functionality; (xxv) objective goals relating to staff management, results from staff attitude and/or opinion surveys, staff
satisfaction scores, staff safety, staff accident and/or injury rates, headcount, performance management, completion of critical staff
training initiatives; (xxvi) objective goals relating to projects, including project completion timing milestones, project budget; (xxvii)
key regulatory objectives; and (xxviii) enterprise resource planning.


(ii)
Committee Discretion on Performance Measures. As determined in the discretion of the
Committee, the Performance Measures for any Performance Period may (a) differ from Participant to Participant and from Award to Award,
(b) be based on the performance of the Company as a whole or the performance of a specific Participant or one or more Subsidiaries, divisions,
departments, regions, stores, segments, products, functions or business units of the Company, (c) be measured on a per share, per capita,
per unit, per square foot, per employee, per branch basis, and/or other objective basis (d) be measured on a pre-tax or after-tax basis,
and (e) be measured on an absolute basis or in relative terms (including, but not limited to, the passage of time and/or against other
companies, financial metrics and/or an index). Without limiting the foregoing, the Committee shall adjust any performance criteria, Performance
Measures or other feature of an Award that relates to or is wholly or partially based on the number of, or the value of, any stock of
the Company, to reflect any stock dividend or split, repurchase, recapitalization, combination, or exchange of shares or other similar
changes in such stock.


(e)
Earning of Performance Units/Shares. After the applicable Performance Period has ended,
the holder of Performance Units/Shares shall be entitled to receive a payout of the number of Performance Unit/Shares earned by the Participant
over the Performance Period, to be determined as a function of the extent to which the corresponding Performance Goals have been achieved.
Notwithstanding the preceding sentence, after the grant of a Performance Unit/Share, and subject to restrictions under Applicable Laws
such as Code Section 409A, the Committee, in its sole discretion, may waive the achievement of any performance goals for such Performance
Unit/Share.






    	12  





    	 



    


(f)
Form and Timing of Payment of Performance Units/Shares. Payment of earned Performance
Units/Shares shall be made in a single lump sum, within 90 calendar days following the close of the applicable Performance Period. The
Committee, in its sole discretion, may pay earned Performance Units/Shares in the form of cash, in Shares (which have an aggregate fair
market value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in combination
thereof. Prior to the beginning of each Performance Period, Participants may, if so permitted by the Company, elect to defer the receipt
of any Performance Unit/Share payout upon such terms as the Committee shall determine.


(g)
Cancellation of Performance Units/Shares. Subject to the applicable Award Agreement,
upon the earlier of (a) the Participant's termination of employment, or (b) the date set forth in the Award Agreement, all remaining Performance
Units/Shares shall be forfeited by the Participant to the Company, the Shares subject thereto shall again be available for grant under
the Plan.


(h)
Non-transferability. Performance Units/Shares may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further a Participant's
rights under the Plan shall be exercisable during the Participant's lifetime only by the Participant or the Participant's legal representative.


SECTION 11
Tax Withholding.


(a)
Tax Withholding for Options. The Company shall be entitled, if the Committee deems
it necessary or desirable, to withhold (or secure payment in cash in United States dollars from an Optionee or beneficiary in lieu of
withholding) the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any amount
payable and/or shares of Common Stock issuable under such Optionee's Option, and the Company may defer payment or issuance of the shares
of Common Stock upon such Optionee's exercise of an Option unless indemnified to its satisfaction against any liability for such tax.
The amount of any such withholding shall be determined by the Company.


(b)
Tax Withholding for Restricted Stock and Other Awards. When a Participant incurs tax
liability in connection with the vesting, lapse of a restriction or distribution of Restricted Stock or other Award, and the Participant
is obligated to pay an amount required to be withheld under applicable tax laws, the Committee shall establish procedures to satisfy the
withholding tax obligation. The Participant also has the option to make payment in cash in United States dollars pursuant to procedures
established by the Company. The amount of any such withholding shall be determined by the Company.


SECTION 12
Adjustment of Shares and Representations.


(a)
General. Should any change be made to the Common Stock by reason of any stock split,
reverse stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding
Common Stock as a class without the Company’s receipt of consideration, the Committee shall make appropriate adjustments to (i)
the maximum number and/or class of securities issuable pursuant to the Plan, (ii) the number and/or class of securities and the Exercise
Price per share in effect for each outstanding Option in order to prevent the dilution or enlargement of benefits, (iii) the number of
shares of Restricted Stock granted; or (iv) the number of Performance Shares awarded, if applicable. As a condition to the exercise of
an Award, the Company may require the person exercising such Option to make such representations and warranties at the time of any such
exercise as the Company may at that time determine, including without limitation, representations and warranties that (i) the Shares are
being purchased only for investment and without any present intention to sell or distribute such Shares in violation of applicable federal
or state securities laws, and (ii) such person is knowledgeable and experienced in financial and business matters and is capable of evaluating
the merits and the risks associated with purchasing the Shares.






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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 under this Plan, shall relieve the Company of any liability in respect of the failure to issue
or sell such Shares as to which such requisite authority shall not have been obtained.


(b)
Mergers and Consolidations. In the event that the Company is a party to a Change of
Control, outstanding Awards that are not yet vested shall be subject to the agreement of merger or consolidation or asset sale. Such agreement,
without the Participant’s consent, may provide for:


(i)
The continuation of such outstanding Awards by the Company (if the Company is the surviving Company);


(ii)
The assumption of the Plan and such outstanding Awards by the surviving Company;


(iii)
The substitution by the surviving Company of options with substantially the same terms for such outstanding
Awards;


(iv)
Such other action as the Board determines.


Each Option that is assumed
or otherwise continued in effect in connection with a Change of Control shall be appropriately adjusted, immediately after such Change
of Control, to apply to the number and class of securities which would have been issuable to the Optionee in connection with the consummation
of such Change of Control, had the Option been exercised immediately prior to such Change of Control.


(c)
Reservation of Rights. Except as provided in this Section 12, a Participant shall have
no Shareholder rights by reason of (i) any subdivision or consolidation of shares of stock of any class, or (ii) any other increase or
decrease in the number of shares of stock of any class. Any issuance by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or
Exercise Price of shares subject to an Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power
of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate
or to dissolve, liquidate, sell or transfer all or any part of its business or assets.


SECTION 13
Miscellaneous.


(a)
Regulatory Approvals. The implementation of the Plan, the granting of any Options,
Restricted Stock or Performance Unit/Performance Share Awards under the Plan, and the issuance of any shares of Common Stock upon the
exercise of any Option, lapse of restrictions on Restricted Stock, or payout of Performance Share Award shall be subject to the Company’s
procurement of all approvals and permits required by regulatory authorities, if any, including applicable securities laws having jurisdiction
over the Plan, the Options or Restricted Stock granted, and the shares of Common Stock issued pursuant to it.


(b)
Strict Construction. No rule of strict construction shall be implied against the Committee,
the Company or Subsidiary or any other person in the interpretation of any of the terms of the Plan, any Award granted under the Plan
or any rule or procedure established by the Committee.


(c)
Choice of Law. All determinations made and actions taken pursuant to the Plan shall
be governed by the internal laws of the State of Delaware and construed in accordance therewith.






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(d)
Compliance With 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 such that the grant, payment,
settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A. The Plan and each Award
Agreement under the Plan is intended to meet the requirements of Code Section 409A (or an exemption therefrom) and will be construed and
interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Committee. 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 (or an exemption therefrom), such that the grant, payment,
settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A. In no event will the
Company be responsible for or reimburse a Participant for any taxes or other penalties incurred as a result of applicable of Code Section
409A.


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


(f)
Conditions Upon Issuance of Shares.


(i)
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.


(ii)
Investment Representations. As a condition to the exercise of an Award, the Company may require
the person exercising such Award to represent and warrant at the time of any such exercise 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.


(g)
Clawback Provisions. All Awards (including the gross amount of any proceeds, gains or other
economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of
any Shares underlying the Award) will be subject to recoupment by the Company to the extent required to comply with Applicable Law or
any policy of the Company providing for the reimbursement of incentive compensation, whether or not such policy was in place at the time
of grant of an Award.


(h)Stockholder Approval. The Plan will
be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such
stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.


 


SECTION 14
No Employment or Service Retention Rights.


Nothing in the Plan or
in any Award granted under the Plan shall confer upon the Participant any right to continue in Service for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the Company (or any Subsidiary employing or retaining the Participant)
or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason,
with or without cause.


SECTION 15
Duration and Amendments.


(a)
Term of the Plan. The Plan, as set forth herein, shall become effective on the date
of its adoption by the Board, subject to the approval of the Company’s stockholders. In the event that the stockholders fail to
approve the Plan within 12 months after its adoption by the Board, any grants of Awards that have already occurred for which shareholder
approval is a prerequisite for the granting of such Awards, shall be rescinded, and no such additional grants or awards shall be made
thereafter under the Plan. The Plan shall terminate upon the earliest to occur of (i) the tenth anniversary of Board approval of the Plan
or (ii) the date determined by the Board pursuant to its authority pursuant to paragraph (b) below.


(b)
Right to Amend or Terminate the Plan. The Plan shall terminate upon the earliest to
occur of (i) the tenth anniversary of Board approval of the Plan; (ii) the date on which all Shares available for issuance under the Plan
have been issued as fully vested Shares; or (iii) the date determined by the Board pursuant to its authority under Section 12.3 of the
Plan. 


(c)
Effect of Amendment or Termination. No amendment, alteration, suspension or termination
of the Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Committee, which
agreement must be in writing and signed by the Participant and the Company. No Shares of Common Stock shall be issued or sold under the
Plan after the termination thereof, except upon exercise of an Option granted prior to such termination. The termination of the Plan,
or any amendment thereof, shall not affect any shares of Restricted Stock or Performance Shares previously issued or any Option previously
granted under the Plan.




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SECTION 16
Execution.


To record the adoption
of the Plan by the Board of Directors, the Company has caused its authorized officer to execute the same.





	 	CARDIO DIAGNOSTICS HOLDINGS INC.
	 	 	 
	 	By:	 
	 	Date:	_______________, 2022



 





 


 



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