Exhibit 10.3



 


ATOSSA GENETICS INC.


 


2010 STOCK OPTION
AND INCENTIVE PLAN


 


(as amended)


 


	SECTION 1.	GENERAL PURPOSE OF THE PLAN; DEFINITIONS


 


The name of the
plan is the Atossa Genetics Inc. 2010 Stock Option and Incentive Plan (the “Plan”).  The purpose of the Plan is
to encourage and enable the officers, employees, Non-Employee Directors and other key persons (including Consultants and prospective
employees) of Atossa Genetics Inc. (the “Company”) and its Subsidiaries upon whose judgment, initiative and efforts
the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. 
It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification
of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf
and strengthening their desire to remain with the Company.


 


The following terms
shall be defined as set forth below:


 


“Act” means
the Securities Act of 1933, as amended, and the rules and regulations thereunder.


 


“Administrator” means
either the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation
committee and which is comprised of not less than two Non-Employee Directors who are independent.


 


“Award” or “Awards,” except
where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock Options,
Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards, Cash-Based Awards, Performance
Share Awards and Dividend Equivalent Rights.


 


“Award
Certificate” means a written or electronic document setting forth the terms and provisions applicable to an Award
granted under the Plan.  Each Award Certificate is subject to the terms and conditions of the Plan.


 


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


 


“Cash-Based
Award” means an Award entitling the recipient to receive a cash-denominated payment.


 


“Code” means
the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.


 


“Consultant” means
any natural person that provides bona fide services to the Company, and such services are not in connection with the offer or sale
of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s
securities.


 


“Covered
Employee” means an employee who is a “Covered Employee” within the meaning of Section 162(m) of
the Code.


 


“Dividend
Equivalent Right” means an Award entitling the grantee to receive credits based on cash dividends that would have
been paid on the shares of Stock specified in the Dividend Equivalent Right (or other award to which it relates) if such shares
had been issued to and held by the grantee.


 






    	 	 	 



     


    

 


“Effective
Date” means the date on which the Plan is approved by stockholders as set forth in Section 21.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 


“Fair
Market Value” of the Stock on any given date means the fair market value of the Stock determined in good faith by
the Administrator; provided, however, that if the Stock is admitted to quotation on the National Association of Securities Dealers
Automated Quotation System (“NASDAQ”), NASDAQ Global Market or another national securities exchange, the determination
shall be made by reference to market quotations.  If there are no market quotations for such date, the determination shall
be made by reference to the last date preceding such date for which there are market quotations; provided further, however, that
if the date for which Fair Market Value is determined is the first day when trading prices for the Stock are reported on a national
securities exchange, the Fair Market Value shall be the “Price to the Public” (or equivalent) set forth on the cover
page for the final prospectus relating to the Company’s Initial Public Offering.


 


“Incentive
Stock Option” means any Stock Option designated and qualified as an “incentive stock option” as defined
in Section 422 of the Code.


 


“Initial
Public Offering” means the consummation of the first fully underwritten, firm commitment public offering pursuant
to an effective registration statement under the Act covering the offer and sale by the Company of its equity securities, or such
other event as a result of or following which the Stock shall be publicly held.


 


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


 


“Non-Qualified
Stock Option” means any Stock Option that is not an Incentive Stock Option.


 


“Option” or “Stock
Option” means any option to purchase shares of Stock granted pursuant to Section 5.


 


“Performance-Based
Award” means any Restricted Stock Award, Restricted Stock Units, Performance Share Award or Cash-Based Award granted
to a Covered Employee that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code
and the regulations promulgated thereunder.


 


“Performance
Criteria” means the criteria that the Administrator selects for purposes of establishing the Performance Goal or
Performance Goals for an individual for a Performance Cycle.  The Performance Criteria (which shall be applicable to the organizational
level specified by the Administrator, including, but not limited to, the Company or a unit, division, group, or Subsidiary of the
Company) that will be used to establish Performance Goals are limited to the following:  earnings before interest, taxes,
depreciation and amortization, net income (loss) (either before or after interest, taxes, depreciation and/or amortization), changes
in the market price of the Stock, economic value-added, funds from operations or similar measure, sales or revenue, acquisitions
or strategic transactions, operating income (loss), cash flow (including, but not limited to, operating cash flow and free cash
flow), return on capital, assets, equity, or investment, stockholder returns, return on sales, gross or net profit levels, productivity,
expense, margins, operating efficiency, customer satisfaction, working capital, earnings (loss) per share of Stock, sales or market
shares and number of customers, any of which may be measured either in absolute terms or as compared to any incremental increase
or as compared to results of a peer group.


 


“Performance
Cycle” means one or more periods of time, which may be of varying and overlapping durations, as the Administrator
may select, over which the attainment of one or more Performance Criteria will be measured for the purpose of determining a grantee’s
right to and the payment of a Restricted Stock Award, Restricted Stock Units, Performance Share Award or Cash-Based Award. 
Each such period shall not be less than 12 months.


 






    	 	 	 



     


    

 


“Performance
Goals” means, for a Performance Cycle, the specific goals established in writing by the Administrator for a Performance
Cycle based upon the Performance Criteria.


 


“Performance
Share Award” means an Award entitling the recipient to acquire shares of Stock upon the attainment of specified
Performance Goals.


 


“Restricted
Stock Award” means an Award entitling the recipient to acquire, at such purchase price (which may be zero) as determined
by the Administrator, shares of Stock subject to such restrictions and conditions as the Administrator may determine at the time
of grant.


 


“Restricted
Stock Units” means an Award of phantom stock units to a grantee.


 


“Sale
Event” shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis
to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s
outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the resulting
or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of
all of the Stock of the Company to an unrelated person or entity, or (iv) any other transaction in which the owners of the Company’s
outstanding voting power prior to such transaction do not own at least a majority of the outstanding voting power of the Company
or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities
directly from the Company.


 


“Sale
Price” means the value as determined by the Administrator of the consideration payable, or otherwise to be received by
stockholders, per share of Stock pursuant to a Sale Event.


 


“Section
409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder.


 


“Stock” means
the Common Stock, par value $0.001 per share, of the Company, subject to adjustments pursuant to Section 3.


 


“Stock
Appreciation Right” means an Award entitling the recipient to receive shares of Stock having a value equal to the
excess of the Fair Market Value of the Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied
by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised.


 


“Subsidiary” means
any corporation or other entity (other than the Company) in which the Company has at least a 50 percent interest, either directly
or indirectly.


 


“Ten Percent
Owner” means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the
Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent or subsidiary corporation.


 


“Unrestricted
Stock Award” means an Award of shares of Stock free of any restrictions.


 


	SECTION 2.	ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS


 


(a)         Administration
of Plan.  The Plan shall be administered by the Administrator.


 






    	 	 	 



     


    

 


(b)         Powers
of Administrator.  The Administrator shall have the power and authority to grant Awards consistent with the terms of the
Plan, including the power and authority:


 


(i)           to
select the individuals to whom Awards may from time to time be granted;


 


(ii)          to
determine the time or times of grant, and the extent, if any, of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation
Rights, Restricted Stock Awards, Restricted Stock Units, Unrestricted Stock Awards, Cash-Based Awards, Performance Share Awards
and Dividend Equivalent Rights, or any combination of the foregoing, granted to any one or more grantees;


 


(iii)         to
determine the number of shares of Stock to be covered by any Award;


 


(iv)        to
determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the
Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the forms of Award
Certificates;


 


(v)         to
accelerate at any time the exercisability or vesting of all or any portion of any Award;


 


(vi)        subject
to the provisions of Section 5(b), to extend at any time the period in which Stock Options may be exercised; and


 


(vii)       at
any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and
proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written
instruments); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising
in connection with the Plan; and to otherwise supervise the administration of the Plan.


 


All decisions and
interpretations of the Administrator shall be binding on all persons, including the Company and Plan grantees.


 


(c)         Award
Certificate.  Awards under the Plan shall be evidenced by Award Certificates that set forth the terms, conditions and
limitations for each Award which may include, without limitation, the term of an Award and the provisions applicable in the event
employment or service terminates.


 


(d)         Indemnification. 
Neither the Board nor the Administrator, nor any member of either or any delegate thereof, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and
the Administrator (and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company
in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting
therefrom to the fullest extent permitted by law and/or under the Company’s articles or bylaws or any directors’ and
officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between
such individual and the Company.


 


(e)         Foreign
Award Recipients.  Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other
countries in which the Company and its Subsidiaries operate or have employees or other individuals eligible for Awards, the Administrator,
in its sole discretion, shall have the power and authority to:  (i) determine which Subsidiaries shall be covered by
the Plan; (ii) determine which individuals outside the United States are eligible to participate in the Plan; (iii) modify the
terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; (iv)
establish subplans and modify exercise procedures and other terms and procedures, to the extent the Administrator determines such
actions to be necessary or advisable (and such subplans and/or modifications shall be attached to this Plan as appendices); provided,
however, that no such subplans and/or modifications shall increase the share limitations contained in Section 3(a) hereof; and
(v) take any action, before or after an Award is made, that the Administrator determines to be necessary or advisable
to obtain approval or comply with any local governmental regulatory exemptions or approvals.  Notwithstanding the foregoing,
the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any
other applicable United States securities law, the Code, or any other applicable United States governing statute or law.


 






    	 	 	 



     


    

 


	SECTION 3.	STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION


 


(a)         Stock
Issuable.  The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 200,000
shares (as adjusted to reflect the reverse stock split in August 2016 and the addition of additional shares in May 2016; the “Initial
Limit”), subject to adjustment as provided in Section 3(b), plus on January 1, 2013 and each January 1 thereafter, the number
of shares of Stock reserved and available for issuance under the Plan shall be cumulatively increased by 4 percent (4%) of the
number of shares of Stock issued and outstanding on the immediately preceding December 31 (the “Annual Increase”). 
Subject to such overall limitation, the maximum aggregate number of shares of Stock that may be issued in the form of Incentive
Stock Options shall not exceed the Initial Limit cumulatively increased on January 1, 2013 and on each January 1 thereafter by
the lesser of the Annual Increase for such year or 50% of the Initial Limit, subject in all cases to adjustment as provided in
Section 3(b).  For purposes of this limitation, the shares of Stock underlying any Awards that are forfeited, canceled, held
back upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding, reacquired by the Company
prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) shall be added back
to the shares of Stock available for issuance under the Plan.  In the event the Company repurchases shares of Stock on the
open market, such shares shall not be added to the shares of Stock available for issuance under the Plan.  Subject to such
overall limitations, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award; provided,
however, that Stock Options or Stock Appreciation Rights with respect to no more than 50% of the Initial Limit may be granted to
any one individual grantee during any one calendar year period.  The shares available for issuance under the Plan may be authorized
but unissued shares of Stock or shares of Stock reacquired by the Company.


 


(b)        Changes
in Stock.  Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding
shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the
Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed
with respect to such shares of Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially
all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company
or any successor entity (or a parent or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment
in (i) the maximum number of shares reserved for issuance under the Plan, including the maximum number of shares that may be issued
in the form of Incentive Stock Options, (ii) the number of Stock Options or Stock Appreciation Rights that can be granted to any
one individual grantee and the maximum number of shares that may be granted under a Performance-Based Award, (iii) the number and
kind of shares or other securities subject to any then outstanding Awards under the Plan, (iv) the repurchase price, if any, per
share subject to each outstanding Restricted Stock Award, and (v) the exercise price for each share subject to any then outstanding
Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price
multiplied by the number of Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation
Rights remain exercisable.  The Administrator shall also make equitable or proportionate adjustments in the number of shares
subject to outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration cash dividends
paid other than in the ordinary course or any other extraordinary corporate event.  The adjustment by the Administrator shall
be final, binding and conclusive.  No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment,
but the Administrator in its discretion may make a cash payment in lieu of fractional shares.


 


(c)         Mergers
and Other Transactions.  Except as the Administrator may otherwise specify with respect to particular Awards in the relevant
Award Certificate, in the case of and subject to the consummation of a Sale Event, the Plan and all outstanding Awards granted
hereunder shall terminate, unless provision is made in connection with the Sale Event in the sole discretion of the parties thereto
for the assumption or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards with
new Awards of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate,
the per share exercise prices, as such parties shall agree (after taking into account any acceleration hereunder).  In the
event of such termination, (i) the Company shall have the option (in its sole discretion) to make or provide for a cash payment
to the grantees holding Options and Stock Appreciation Rights, in exchange for the cancellation thereof, in an amount equal to
the difference between (A) the Sale Price multiplied by the number of shares of Stock subject to outstanding Options and Stock
Appreciation Rights (to the extent then exercisable (after taking into account any acceleration hereunder) at prices not in excess
of the Sale Price) and (B) the aggregate exercise price of all such outstanding Options and Stock Appreciation Rights; or (ii)
each grantee shall be permitted, within a specified period of time prior to the consummation of the Sale Event as determined by
the Administrator, to exercise all outstanding Options and Stock Appreciation Rights held by such grantee.  The Administrator
shall also have the discretion to accelerate the vesting of all other Awards.


 






    	 	 	 



     


    

 


(d)        Substitute
Awards.  The Administrator may grant Awards under the Plan in substitution for stock and stock based awards held by employees,
directors or other key persons of another corporation in connection with the merger or consolidation of the employing corporation
with the Company or a Subsidiary or the acquisition by the Company or a Subsidiary of property or stock of the employing corporation. 
The Administrator may direct that the substitute awards be granted on such terms and conditions as the Administrator considers
appropriate in the circumstances.  Any substitute Awards granted under the Plan shall not count against the share limitation
set forth in Section 3(a).


 


	SECTION 4.	ELIGIBILITY


 


Grantees under
the Plan will be such full or part-time officers and other employees, Non-Employee Directors and key persons (including Consultants
and prospective employees) of the Company and its Subsidiaries as are selected from time to time by the Administrator in its sole
discretion.


 


	SECTION 5.	STOCK OPTIONS


 


Any Stock Option
granted under the Plan shall be in such form as the Administrator may from time to time approve.


 


Stock Options granted
under the Plan may be either Incentive Stock Options or Non-Qualified Stock Options.  Incentive Stock Options may be granted
only to employees of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f)
of the Code.  To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified
Stock Option.


 


Stock Options granted
pursuant to this Section 5 shall be subject to the following terms and conditions and shall contain such additional terms
and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable.  If the Administrator
so determines, Stock Options may be granted in lieu of cash compensation at the optionee’s election, subject to such terms
and conditions as the Administrator may establish.


 


(a)         Exercise
Price.  The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5 shall
be determined by the Administrator at the time of grant but shall not be less than 100 percent of the Fair Market Value on the
date of grant.  In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the option price of such
Incentive Stock Option shall be not less than 110 percent of the Fair Market Value on the grant date.


 


(b)         Option
Term.  The term of each Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable more
than ten years after the date the Stock Option is granted.  In the case of an Incentive Stock Option that is granted to a
Ten Percent Owner, the term of such Stock Option shall be no more than five years from the date of grant.


 


(c)         Exercisability;
Rights of a Stockholder.  Stock Options shall become exercisable at such time or times, whether or not in installments,
as shall be determined by the Administrator at or after the grant date.  The Administrator may at any time accelerate the
exercisability of all or any portion of any Stock Option.  An optionee shall have the rights of a stockholder only as to shares
acquired upon the exercise of a Stock Option and not as to unexercised Stock Options.


 






    	 	 	 



     


    

 


(d)        Method
of Exercise.  Stock Options may be exercised in whole or in part, by giving written or electronic notice of exercise to
the Company, specifying the number of shares to be purchased.  Payment of the purchase price may be made by one or more of
the following methods to the extent provided in the Option Award Certificate:


 


(i)           In
cash, by certified or bank check or other instrument acceptable to the Administrator;


 


(ii)          Through
the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the optionee on the open market or
that have been beneficially owned by the optionee for at least six months and that are not then subject to restrictions under any
Company plan.  Such surrendered shares shall be valued at Fair Market Value on the exercise date;


 


(iii)         By
the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that in
the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures
and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment
procedure; or


 


(iv)        With
respect to Stock Options that are not Incentive Stock Options, by a “net exercise” arrangement pursuant to which the
Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market
Value that does not exceed the aggregate exercise price.


 


Payment instruments will be received
subject to collection.  The transfer to the optionee on the records of the Company or of the transfer agent of the shares
of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser
acting in his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such shares
and the fulfillment of any other requirements contained in the Option Award Certificate or applicable provisions of laws (including
the satisfaction of any withholding taxes that the Company is obligated to withhold with respect to the optionee).  In the
event an optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number
of shares of Stock transferred to the optionee upon the exercise of the Stock Option shall be net of the number of attested shares. 
In the event that the Company establishes, for itself or using the services of a third party, an automated system for the exercise
of Stock Options, such as a system using an internet website or interactive voice response, then the paperless exercise of Stock
Options may be permitted through the use of such an automated system.


 


(e)         Annual
Limit on Incentive Stock Options.  To the extent required for “incentive stock option” treatment under Section 422
of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock with respect to which
Incentive Stock Options granted under this Plan and any other plan of the Company or its parent and subsidiary corporations become
exercisable for the first time by an optionee during any calendar year shall not exceed $100,000.  To the extent that any
Stock Option exceeds this limit, it shall constitute a Non-Qualified Stock Option.


 


	SECTION 6.	STOCK APPRECIATION RIGHTS


 


(a)         Exercise
Price of Stock Appreciation Rights.  The exercise price of a Stock Appreciation Right shall not be less than 100 percent
of the Fair Market Value of the Stock on the date of grant.


 


(b)         Grant
and Exercise of Stock Appreciation Rights.  Stock Appreciation Rights may be granted by the Administrator independently
of any Stock Option granted pursuant to Section 5 of the Plan.


 






    	 	 	 



     


    

 


(c)         Terms
and Conditions of Stock Appreciation Rights.  Stock Appreciation Rights shall be subject to such terms and conditions
as shall be determined from time to time by the Administrator.  The term of a Stock Appreciation Right may not exceed ten
years.


 


	SECTION 7.	RESTRICTED STOCK AWARDS


 


(a)         Nature
of Restricted Stock Awards.  The Administrator shall determine the restrictions and conditions applicable to each Restricted
Stock Award at the time of grant.  Conditions may be based on continuing employment (or other service relationship) and/or
achievement of pre-established performance goals and objectives.  The terms and conditions of each such Award Certificate
shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees.


 


(b)        Rights
as a Stockholder.  Upon the grant of the Restricted Stock Award and payment of any applicable purchase price, a grantee
shall have the rights of a stockholder with respect to the voting of the Restricted Stock, subject to such conditions contained
in the Restricted Stock Award Certificate.  Unless the Administrator shall otherwise determine, (i) uncertificated Restricted
Stock shall be accompanied by a notation on the records of the Company or the transfer agent to the effect that they are subject
to forfeiture until such Restricted Stock are vested as provided in Section 7(d) below, and (ii) certificated Restricted Stock
shall remain in the possession of the Company until such Restricted Stock is vested as provided in Section 7(d) below, and
the grantee shall be required, as a condition of the grant, to deliver to the Company such instruments of transfer as the Administrator
may prescribe.


 


(c)         Restrictions. 
Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically
provided herein or in the Restricted Stock Award Certificate.  Except as may otherwise be provided by the Administrator either
in the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, if a grantee’s employment
(or other service relationship) with the Company and its Subsidiaries terminates for any reason, any Restricted Stock that has
not vested at the time of termination shall automatically and without any requirement of notice to such grantee from or other action
by or on behalf of, the Company be deemed to have been reacquired by the Company at its original purchase price (if any) from such
grantee or such grantee’s legal representative simultaneously with such termination of employment (or other service relationship),
and thereafter shall cease to represent any ownership of the Company by the grantee or rights of the grantee as a stockholder. 
Following such deemed reacquisition of unvested Restricted Stock that are represented by physical certificates, a grantee shall
surrender such certificates to the Company upon request without consideration.


 


(d)        Vesting
of Restricted Stock.  The Administrator at the time of grant shall specify the date or dates and/or the attainment of
pre-established performance goals, objectives and other conditions on which the non-transferability of the Restricted Stock and
the Company’s right of repurchase or forfeiture shall lapse.  Subsequent to such date or dates and/or the attainment
of such pre-established performance goals, objectives and other conditions, the shares on which all restrictions have lapsed shall
no longer be Restricted Stock and shall be deemed “vested.”  Except as may otherwise be provided by the Administrator
either in the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, a grantee’s rights
in any shares of Restricted Stock that have not vested shall automatically terminate upon the grantee’s termination of employment
(or other service relationship) with the Company and its Subsidiaries and such shares shall be subject to the provisions of Section 7(c)
above.


 


	SECTION 8.	RESTRICTED STOCK UNITS


 


(a)         Nature
of Restricted Stock Units.   The Administrator shall determine the restrictions and conditions applicable to each
Restricted Stock Unit at the time of grant.  Conditions may be based on continuing employment (or other service relationship)
and/or achievement of pre-established performance goals and objectives.  The terms and conditions of each such Award Certificate
shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees. 
At the end of the deferral period, the Restricted Stock Units, to the extent vested, shall be settled in the form of shares of
Stock.  To the extent that an award of Restricted Stock Units is subject to Section 409A, it may contain such additional terms
and conditions as the Administrator shall determine in its sole discretion in order for such Award to comply with the requirements
of Section 409A.


 






    	 	 	 



     


    

 


(b)        Election
to Receive Restricted Stock Units in Lieu of Compensation.  The Administrator may, in its sole discretion, permit a grantee
to elect to receive a portion of future cash compensation otherwise due to such grantee in the form of an award of Restricted Stock
Units.  Any such election shall be made in writing and shall be delivered to the Company no later than the date specified
by the Administrator and in accordance with Section 409A and such other rules and procedures established by the Administrator. 
Any such future cash compensation that the grantee elects to defer shall be converted to a fixed number of Restricted Stock Units
based on the Fair Market Value of Stock on the date the compensation would otherwise have been paid to the grantee if such payment
had not been deferred as provided herein.  The Administrator shall have the sole right to determine whether and under what
circumstances to permit such elections and to impose such limitations and other terms and conditions thereon as the Administrator
deems appropriate.  Any Restricted Stock Units that are elected to be received in lieu of cash compensation shall be fully
vested, unless otherwise provided in the Award Certificate.


 


(c)         Rights
as a Stockholder.  A grantee shall have the rights as a stockholder only as to shares of Stock acquired by the grantee
upon settlement of Restricted Stock Units; provided, however, that the grantee may be credited with Dividend Equivalent Rights
with respect to the phantom stock units underlying his Restricted Stock Units, subject to such terms and conditions as the Administrator
may determine.


 


(d)        Termination. 
Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 18 below,
in writing after the Award is issued, a grantee’s right in all Restricted Stock Units that have not vested shall automatically
terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries
for any reason.


 


	SECTION 9.	UNRESTRICTED STOCK AWARDS


 


Grant or Sale
of Unrestricted Stock.  The Administrator may, in its sole discretion, grant (or sell at par value or such higher purchase
price determined by the Administrator) an Unrestricted Stock Award under the Plan.  Unrestricted Stock Awards may be granted
in respect of past services or other valid consideration, or in lieu of cash compensation due to such grantee.


 


	SECTION 10.	CASH-BASED AWARDS


 


Grant of Cash-Based
Awards.  The Administrator may, in its sole discretion, grant Cash-Based Awards to any grantee in such number or amount
and upon such terms, and subject to such conditions, as the Administrator shall determine at the time of grant.  The Administrator
shall determine the maximum duration of the Cash-Based Award, the amount of cash to which the Cash-Based Award pertains, the conditions
upon which the Cash-Based Award shall become vested or payable, and such other provisions as the Administrator shall determine. 
Each Cash-Based Award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the Administrator. 
Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award and may be made in
cash or in shares of Stock, as the Administrator determines.


 


	SECTION 11.	PERFORMANCE SHARE AWARDS


 


(a)         Nature
of Performance Share Awards.  The Administrator may, in its sole discretion, grant Performance Share Awards independent
of, or in connection with, the granting of any other Award under the Plan.  The Administrator shall determine whether and
to whom Performance Share Awards shall be granted, the Performance Goals, the periods during which performance is to be measured,
and such other limitations and conditions as the Administrator shall determine.


 


(b)        Rights
as a Stockholder.  A grantee receiving a Performance Share Award shall have the rights of a stockholder only as to shares
actually received by the grantee under the Plan and not with respect to shares subject to the Award but not actually received by
the grantee.  A grantee shall be entitled to receive shares of Stock under a Performance Share Award only upon satisfaction
of all conditions specified in the Performance Share Award Certificate (or in a performance plan adopted by the Administrator).


 






    	 	 	 



     


    

 


(c)         Termination. 
Except as may otherwise be provided by the Administrator either in the Award agreement or, subject to Section 18 below, in
writing after the Award is issued, a grantee’s rights in all Performance Share Awards shall automatically terminate upon
the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for
any reason.


 


	SECTION 12.	PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES


 


(a)         Performance-Based
Awards.  Any employee or other key person providing services to the Company and who is selected by the Administrator may
be granted one or more Performance-Based Awards in the form of a Restricted Stock Award, Restricted Stock Units, Performance Share
Awards or Cash-Based Award payable upon the attainment of Performance Goals that are established by the Administrator and relate
to one or more of the Performance Criteria, in each case on a specified date or dates or over any period or periods determined
by the Administrator.  The Administrator shall define in an objective fashion the manner of calculating the Performance Criteria
it selects to use for any Performance Cycle.  Depending on the Performance Criteria used to establish such Performance Goals,
the Performance Goals may be expressed in terms of overall Company performance or the performance of a division, business unit,
or an individual.  The Administrator, in its discretion, may adjust or modify the calculation of Performance Goals for such
Performance Cycle in order to prevent the dilution or enlargement of the rights of an individual (i) in the event of, or in anticipation
of, any unusual or extraordinary corporate item, transaction, event or development, (ii) in recognition of, or in anticipation
of, any other unusual or nonrecurring events affecting the Company, or the financial statements of the Company, or (iii) in response
to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions provided however,
that the Administrator may not exercise such discretion in a manner that would increase the Performance-Based Award granted to
a Covered Employee.  Each Performance-Based Award shall comply with the provisions set forth below.


 


(b)        Grant
of Performance-Based Awards.  With respect to each Performance-Based Award granted to a Covered Employee, the Administrator
shall select, within the first 90 days of a Performance Cycle (or, if shorter, within the maximum period allowed under Section 162(m)
of the Code) the Performance Criteria for such grant, and the Performance Goals with respect to each Performance Criterion (including
a threshold level of performance below which no amount will become payable with respect to such Award).  Each Performance-Based
Award will specify the amount payable, or the formula for determining the amount payable, upon achievement of the various applicable
performance targets.  The Performance Criteria established by the Administrator may be (but need not be) different for each
Performance Cycle and different Performance Goals may be applicable to Performance-Based Awards to different Covered Employees.


 


(c)         Payment
of Performance-Based Awards.  Following the completion of a Performance Cycle, the Administrator shall meet to review
and certify in writing whether, and to what extent, the Performance Goals for the Performance Cycle have been achieved and, if
so, to also calculate and certify in writing the amount of the Performance-Based Awards earned for the Performance Cycle. 
The Administrator shall then determine the actual size of each Covered Employee’s Performance-Based Award, and, in doing
so, may reduce or eliminate the amount of the Performance-Based Award for a Covered Employee if, in its sole judgment, such reduction
or elimination is appropriate.


 


(d)        Maximum
Award Payable.  The maximum Performance-Based Award payable to any one Covered Employee under the Plan for a Performance
Cycle is up to 50% of the Initial Limit (subject to adjustment as provided in Section 3(b) hereof) or $500,000 in the case
of a Performance-Based Award that is a Cash-Based Award.


 






    	 	 	 



     


    

 


	SECTION 13.	DIVIDEND EQUIVALENT RIGHTS


 


(a)         Dividend
Equivalent Rights.  A Dividend Equivalent Right may be granted hereunder to any grantee as a component of an award of
Restricted Stock Units, Restricted Stock Award or Performance Share Award or as a freestanding award.  The terms and conditions
of Dividend Equivalent Rights shall be specified in the Award Certificate.  Dividend equivalents credited to the holder of
a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional shares of Stock, which may thereafter
accrue additional equivalents.  Any such reinvestment shall be at Fair Market Value on the date of reinvestment or such other
price as may then apply under a dividend reinvestment plan sponsored by the Company, if any.  Dividend Equivalent Rights may
be settled in cash or shares of Stock or a combination thereof, in a single installment or installments.  A Dividend Equivalent
Right granted as a component of an award of Restricted Stock Units, Restricted Stock Award or Performance Share Award may provide
that such Dividend Equivalent Right shall be settled upon settlement or payment of, or lapse of restrictions on, such other Award,
and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other Award. 
A Dividend Equivalent Right granted as a component of a Restricted Stock Units, Restricted Stock Award or Performance Share Award
may also contain terms and conditions different from such other Award.


 


(b)        Interest
Equivalents.  Any Award under this Plan that is settled in whole or in part in cash on a deferred basis may provide in
the grant for interest equivalents to be credited with respect to such cash payment.  Interest equivalents may be compounded
and shall be paid upon such terms and conditions as may be specified by the grant.


 


(c)         Termination. 
Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 18 below,
in writing after the Award is issued, a grantee’s rights in all Dividend Equivalent Rights or interest equivalents granted
as a component of an award of Restricted Stock Units, Restricted Stock Award or Performance Share Award that has not vested shall
automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company
and its Subsidiaries for any reason.


 


	SECTION 14.	TRANSFERABILITY OF AWARDS


 


(a)         Transferability. 
Except as provided in Section 14(b) below, during a grantee’s lifetime, his or her Awards shall be exercisable only
by the grantee, or by the grantee’s legal representative or guardian in the event of the grantee’s incapacity. 
No Awards shall be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or by the
laws of descent and distribution or pursuant to a domestic relations order.  No Awards shall be subject, in whole or in part,
to attachment, execution, or levy of any kind, and any purported transfer in violation hereof shall be null and void.


 


(b)        Administrator
Action.  Notwithstanding Section 14(a), the Administrator, in its discretion, may provide either in the Award Certificate
regarding a given Award or by subsequent written approval that the grantee (who is an employee or director) may transfer his or
her Awards (other than any Incentive Stock Options or Restricted Stock Units) to his or her immediate family members, to trusts
for the benefit of such family members, or to partnerships in which such family members are the only partners, provided that the
transferee agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable Award. 
In no event may an Award be transferred by a grantee for value.


 


(c)         Family
Member.  For purposes of Section 14(b), “family member” shall mean a grantee’s child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the grantee’s household
(other than a tenant of the grantee), a trust in which these persons (or the grantee) have more than 50 percent of the beneficial
interest, a foundation in which these persons (or the grantee) control the management of assets, and any other entity in which
these persons (or the grantee) own more than 50 percent of the voting interests.


 






    	 	 	 



     


    

 


(d)        Designation
of Beneficiary.  Each grantee to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries
to exercise any Award or receive any payment under any Award payable on or after the grantee’s death.  Any such designation
shall be on a form provided for that purpose by the Administrator and shall not be effective until received by the Administrator. 
If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased the grantee, the
beneficiary shall be the grantee’s estate.


 


	SECTION 15.	TAX WITHHOLDING


 


(a)         Payment
by Grantee.  Each grantee shall, no later than the date as of which the value of an Award or of any Stock or other amounts
received thereunder first becomes includable in the gross income of the grantee for Federal income tax purposes, pay to the Company,
or make arrangements satisfactory to the Administrator regarding payment of, any Federal, state, or local taxes of any kind required
by law to be withheld by the Company with respect to such income.  The Company and its Subsidiaries shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee.  The Company’s
obligation to deliver evidence of book entry (or stock certificates) to any grantee is subject to and conditioned on tax withholding
obligations being satisfied by the grantee.


 


(b)        Payment
in Stock.  Subject to approval by the Administrator, a grantee may elect to have the Company’s minimum required
tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold from shares of Stock to be issued
pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that
would satisfy the withholding amount due.


 


	SECTION 16.	SECTION 409A AWARDS


 


To the extent that
any Award is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A (a “409A
Award”), the Award shall be subject to such additional rules and requirements as specified by the Administrator from time
to time in order to comply with Section 409A.  In this regard, if any amount under a 409A Award is payable upon a “separation
from service” (within the meaning of Section 409A) to a grantee who is then considered a “specified employee”
(within the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months
and one day after the grantee’s separation from service, or (ii) the grantee’s death, but only to the extent such delay
is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section
409A.  Further, the settlement of any such Award may not be accelerated except to the extent permitted by Section 409A.


 


	SECTION 17.	TRANSFER, LEAVE OF ABSENCE, ETC.


 


For purposes of
the Plan, the following events shall not be deemed a termination of employment:


 


(a)         a
transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another;
or


 


(b)        an
approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee’s
right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence
was granted or if the Administrator otherwise so provides in writing.


 


	SECTION 18.	AMENDMENTS AND TERMINATION


 


The Board may,
at any time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the
purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any
outstanding Award without the holder’s consent.  The Administrator is specifically authorized to exercise its discretion
to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights or effect the repricing through cancellation
and re-grants.  To the extent required under the rules of any securities exchange or market system on which the Stock is listed,
to the extent determined by the Administrator to be required by the Code to ensure that Incentive Stock Options granted under the
Plan are qualified under Section 422 of the Code, or to ensure that compensation earned under Awards qualifies as performance-based
compensation under Section 162(m) of the Code, Plan amendments shall be subject to approval by the Company stockholders entitled
to vote at a meeting of stockholders.  Nothing in this Section 18 shall limit the Administrator’s authority to
take any action permitted pursuant to Section 3(b) or 3(c).


 






    	 	 	 



     


    

 


	SECTION 19.	STATUS OF PLAN


 


With respect to
the portion of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by a grantee,
a grantee shall have no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise
expressly determine in connection with any Award or Awards.  In its sole discretion, the Administrator may authorize the creation
of trusts or other arrangements to meet the Company’s obligations to deliver Stock or make payments with respect to Awards
hereunder, provided that the existence of such trusts or other arrangements is consistent with the foregoing sentence.


 


	SECTION 20.	GENERAL PROVISIONS


 


(a)         No
Distribution.  The Administrator may require each person acquiring Stock pursuant to an Award to represent to and agree
with the Company in writing that such person is acquiring the shares without a view to distribution thereof.


 


(b)        Delivery
of Stock Certificates.  Stock certificates to grantees under this Plan shall be deemed delivered for all purposes when
the Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to
the grantee, at the grantee’s last known address on file with the Company.  Uncertificated Stock shall be deemed delivered
for all purposes when the Company or a Stock transfer agent of the Company shall have given to the grantee by electronic mail (with
proof of receipt) or by United States mail, addressed to the grantee, at the grantee’s last known address on file with the
Company, notice of issuance and recorded the issuance in its records (which may include electronic “book entry” records). 
Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates evidencing
shares of Stock pursuant to the exercise of any Award, unless and until the Administrator has determined, with advice of counsel
(to the extent the Administrator deems such advice necessary or advisable), that the issuance and delivery of such certificates
is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any
exchange on which the shares of Stock are listed, quoted or traded.  All Stock certificates delivered pursuant to the Plan
shall be subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply
with federal, state or foreign jurisdiction, securities or other laws, rules and quotation system on which the Stock is listed,
quoted or traded.  The Administrator may place legends on any Stock certificate to reference restrictions applicable to the
Stock.  In addition to the terms and conditions provided herein, the Administrator may require that an individual make such
reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems necessary or advisable in
order to comply with any such laws, regulations, or requirements.  The Administrator shall have the right to require any individual
to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period
limitation, as may be imposed in the discretion of the Administrator.


 


(c)         Stockholder
Rights.  Until Stock is deemed delivered in accordance with Section 20(b), no right to vote or receive dividends or any
other rights of a stockholder will exist with respect to shares of Stock to be issued in connection with an Award, notwithstanding
the exercise of a Stock Option or any other action by the grantee with respect to an Award.


 


(d)        Other
Compensation Arrangements; No Employment Rights.  Nothing contained in this Plan shall prevent the Board from adopting
other or additional compensation arrangements, including trusts, and such arrangements may be either generally applicable or applicable
only in specific cases.  The adoption of this Plan and the grant of Awards do not confer upon any employee any right to continued
employment with the Company or any Subsidiary.


 






    	 	 	 



     


    

 


(e)         Trading
Policy Restrictions.  Option exercises and other Awards under the Plan shall be subject to the Company’s insider
trading policies and procedures, as in effect from time to time.


 


(f)          Forfeiture
of Awards under Sarbanes-Oxley Act.  If the Company is required to prepare an accounting restatement due to the material
noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, then
any grantee who is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 shall
reimburse the Company for the amount of any Award received by such individual under the Plan during the 12-month period following
the first public issuance or filing with the United States Securities and Exchange Commission, as the case may be, of the financial
document embodying such financial reporting requirement.


 


	SECTION 21.	EFFECTIVE DATE OF PLAN


 


This Plan shall
become effective upon stockholder approval in accordance with applicable state law, the Company’s bylaws and articles of
incorporation, and applicable stock exchange rules or pursuant to written consent.  No grants of Stock Options and other Awards
may be made hereunder after the tenth anniversary of the Effective Date and no grants of Incentive Stock Options may be made hereunder
after the tenth anniversary of the date the Plan is approved by the Board.


 


	SECTION 22.	GOVERNING LAW


 


This Plan and all
Awards and actions taken thereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware,
applied without regard to conflict of law principles.