CIG WIRELESS CORP.


 


2014 EQUITY INCENTIVE PLAN


 


ARTICLE I


PURPOSE


 


1.1 Effective Date. The Plan shall
be known as the CIG Wireless Corp. 2014 Equity Incentive Plan (the “Plan”), which shall be effective as of January
29, 2014 (the “Effective Date”), as amended February 14, 2014.


 


1.2 Purpose of the Plan. The Plan
is intended to further the growth and profitability of the Company by increasing incentives and encouraging Share ownership on
the part of the Employees, Members of the Board, and Independent Contractors of the Company and its Subsidiaries. The Plan is intended
to permit the grant of Awards that constitute Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted
Stock Units and Other Stock Awards.


 


ARTICLE II


DEFINITIONS


 


The following words and phrases shall have
the following meanings unless a different meaning is plainly required by the context:


 


“1934 Act” means the
Securities Exchange Act of 1934, as amended. Reference to a specific section of the 1934 Act or regulation thereunder shall include
such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision
of any future legislation or regulation amending, supplementing or superseding such section or regulation.


 


“Affiliate” means any
corporation or any other entity (including, but not limited to, partnerships and joint ventures) directly or indirectly controlled
by the Company.


 


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


 


“Award Agreement” means
the written agreement setting forth the terms and conditions applicable to an Award.


 


“Base Price” means the
price at which a SAR may be exercised with respect to a Share.


 


“Board” means the Company’s
Board of Directors, as constituted from time to time.


 


“Change in Control”
shall mean the first (and only the first) to occur of the following:


 


(a) any “person” as such term
is used in Sections 13(d) and 14(d) of the 1934 Act (other than the Company, any trustee or other fiduciary holding securities
under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their ownership of Common Stock of the Company), becoming the beneficial owner (as defined
in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Company representing more than 50% of the combined
voting power of the Company’s then outstanding securities; or


 


(b) consummation of a merger or consolidation
of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company
or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction) in which no person (other than those covered by
the exceptions in paragraph (a) of this definition) acquires more than 50% of the combined voting power of the Company’s
then outstanding securities shall not constitute a Change in Control of the Company; or


 






    	 



    	 



    

 


(c) The sale of all or substantially all
of the Company’s assets other than the sale or disposition of all or substantially all of the assets of the Company to a
person or persons who beneficially own, directly or indirectly, 50% or more of the combined voting power of the outstanding voting
securities of the Company at the time of the sale.


 


“Code” means the Internal
Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder shall include such section
or regulation, any valid regulation or other guidance promulgated under such section, and any comparable provision of any future
legislation or regulation amending, supplementing or superseding such section or regulation.


 


“Committee” means the
committee of the Board described in ARTICLE III.


 


“Employee” means an
employee of the Company, a Related Company, an Affiliate or a Subsidiary designated by the Committee. Notwithstanding anything
to the contrary contained herein, the Committee may grant Awards to an individual who has been extended an offer of employment
by the Company, a Related Company or a Subsidiary; provided that any such Award shall be subject to forfeiture if such individual
does not commence employment by a date established by the Committee.


 


“Exercise Price” means
the price at which a Share subject to an Option may be purchased upon the exercise of the Option.


 


“Fair Market Value”
means, except as otherwise specified in a particular Award Agreement, (a) while the Shares are readily traded on an established
national or regional securities exchange, the closing transaction price of such a Share as reported by the principal exchange on
which such Shares are traded on the date as of which such value is being determined or, if there were no reported transaction for
such date, the opening transaction price as reported by the exchange for the first trading date following the date by which such
value is being determined on the next preceding date for which a transaction was reported, (b) if the Shares are not readily
traded on an established national or regional securities exchange, the average of the bid and ask prices for such a Share on the
date as of which such value is being determined, where quoted for such Shares, or (c) if Fair Market Value cannot be determined
under clause (a) or clause (b) above, or if the Committee determines in its sole discretion that the Shares are too thinly
traded for Fair Market Value to be determined pursuant to clause (a) or clause (b), the value as determined by the Committee,
in its sole discretion, on a good faith basis.


 


“Grant Date” means the
date that the Award is granted.


 


“Immediate Family” means
the Participant’s children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, siblings (including
half-brothers and half-sisters), in-laws (including all such relationships arising because of legal adoption) and any other person
required under applicable law to be accorded a status identical to any of the foregoing.


 


“Independent Contractor”
means an independent contractor or consultant of the Company, a Related Company or a Subsidiary designated by the Committee. Notwithstanding
anything to the contrary contained herein, the Committee may grant Awards to an individual who has been extended an offer to become
an independent contractor or consultant by the Company, a Related Company or a Subsidiary; provided that any such Award shall be
subject to forfeiture if such individual does not commence employment by a date established by the Committee.


 


“Member of the Board”
means an individual who is a member of the Board or of the board of directors of a Related Company or a Subsidiary.


 


“Non-Qualified Stock Option”
means an Option that is not an “”incentive stock option” within the meaning of Section 422 of the Code.


 


“Option” means an option
to purchase Shares granted pursuant to ARTICLE V.


 






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“Other Stock Award”
means an Award granted pursuant to ARTICLE VIII to receive Shares on the terms specified in any applicable Award Agreement.


 


“Participant” means
an Employee, Independent Contractor, or Member of the Board with respect to whom an Award has been granted and remains outstanding.


 


“Performance Goals”
means goals established by the Committee as contingencies for Awards to vest and/or become exercisable or distributable.


 


“Performance Period”
means the designated period during which the Performance Goals must be satisfied with respect to the Award to which the Performance
Goals relate.


 


“Period of Restriction”
means the period during which Restricted Stock or an RSU is subject to forfeiture and/or restrictions on transferability.


 


“Plan” means this CIG
Wireless Corp. 2014 Equity Incentive Plan, as set forth in this instrument and as hereafter amended from time to time.


 


“Related Company” means
any person or entity that would be considered a single employee with the Company under Section 414(b) or (c) of the Code
if the language “at least 80 percent” as used in connection with the application of these provisions were replaced
by “at least 50%.”


 


“Restricted Stock” means
a Stock Award granted pursuant to ARTICLE VI under which the Shares are subject to forfeiture upon such terms and conditions
as specified in the relevant Award Agreement.


 


“Restricted Stock Unit”
or “RSU” means a Stock Award granted pursuant to ARTICLE VI subject to a period or periods of time after
which the Participant will receive Shares if the conditions contained in such Stock Award have been met.


 


“Rule 16b-3” means Rule
16b-3 promulgated under the 1934 Act, as amended, and any future regulation amending, supplementing or superseding such regulation.


 


“Share” means the Company’s
common stock, par value $.00001 per share, or any security issued by the Company or any successor in exchange or in substitution
therefor.


 


“Stock Appreciation Right”
or “SAR” means an Award granted pursuant to ARTICLE VII, granted alone or in tandem with a related Option
which is designated by the Committee as an SAR.


 


“Stock Award” means
an Award of Restricted Stock or an RSU pursuant to ARTICLE VI.


 


“Subsidiary(ies)” means
any corporation (other than the Company) in an unbroken chain of corporations, including and beginning with the Company, if each
of such corporations, other than the last corporation in the unbroken chain, owns, directly or indirectly, more than fifty percent
(50%) of the voting stock in one of the other corporations in such chain.


 


ARTICLE III


ADMINISTRATION


 


3.1 The Committee. The Plan shall
be administered by the compensation committee of the Board (the “Committee”). To the extent advisable or otherwise
required by applicable law, regulation or rule, it is intended that each member of the Committee shall qualify as (a) a “non-employee
director” under Rule 16b-3, (b) an “outside director” under Section 162(m) of the Code and (c) an
“independent director” under the rules of any national securities exchange or national securities association, as applicable.
If it is later determined that one or more members of the Committee do not so qualify, actions taken by the Committee prior to
such determination shall be valid despite such failure to qualify.


 


Reference to the Committee shall refer
to the Board if the Committee ceases to exist and the Board does not appoint a successor Committee.


 






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3.2 Authority and Action of the Committee.
It shall be the duty of the Committee to administer the Plan in accordance with the Plan’s provisions. The Committee shall
have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not
limited to, the power to (a) determine which Employees, Members of the Board and Independent Contractors shall be eligible
to receive Awards and to grant Awards, (b) prescribe the form, amount, timing and other terms and conditions of each Award,
(c) interpret the Plan and the Award Agreements, (d) adopt such procedures as it deems necessary or appropriate to permit
participation in the Plan by eligible Employees, Members of the Board and Independent Contractors, (e) adopt such rules as
it deems necessary or appropriate for the administration, interpretation and application of the Plan, (f) interpret, amend
or revoke any such procedures or rules, (g) correct any technical defect(s) or technical omission(s), or reconcile any technical
inconsistency(ies), in the Plan and/or any Award Agreement, (h) accelerate the vesting of any award, (i) extend the period
during which an Option may be exercisable, and (j) make all other decisions and determinations that may be required pursuant
to the Plan and/or any Award Agreement or as the Committee deems necessary or advisable to administer the Plan.


 


The acts of the Committee shall be either
(i) acts of a majority of the members of the Committee present at any meeting at which a quorum is present or (ii) acts
approved in writing by all of the members of the Committee without a meeting. A majority of the Committee shall constitute a quorum.
The Committee’s determinations under the Plan need not be uniform and may be made selectively among Participants, whether
or not such Participants are similarly situated. Each member of the Committee is entitled to, in good faith, rely or act upon any
report or other information furnished to that member by any Employee of the Company or any of its Subsidiaries or Affiliates, the
Company’s independent certified public accountants or any executive compensation consultant or other professional retained
by the Company to assist in the administration of the Plan.


 


The Company shall effect the granting of
Awards under the Plan, in accordance with the determinations made by the Committee, by execution of written agreements and/or other
instruments in such form as is approved by the Committee.


 


3.3 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 Members of the Board of the Company and/or officers of the Company; provided, however,
that the Committee may not delegate its authority or power if prohibited by law, or if such delegation would cause the Awards or
other transactions under the Plan to cease to be exempt from Section 16(b) of the 1934 Act or not to qualify for, or cease
to qualify for, exemption under Code § 162(m).


 


3.4 Decisions Binding. All determinations,
decisions and interpretations of the Committee, the Board, and any delegate of the Committee pursuant to the provisions of the
Plan or any Award Agreement shall be final, conclusive, and binding on all persons, and shall be given the maximum deference permitted
by law.


 


3.5 Performance Goals. The Committee
shall have the authority to grant Awards under this Plan that are contingent upon the achievement of Performance Goals. Such Performance
Goals are to be specified in the relevant Award Agreement and may be based on such factors including, but not limited to: (a) revenue,
(b) earnings per Share, (c) net income per Share, (d) Share price, (e) pre-tax profits, (f) net earnings,
(g) net income, (h) operating income, (i) cash flow, (j) earnings before interest, taxes, depreciation and
amortization, (k) sales, (l) total stockholder return relative to assets, (m) total stockholder return relative
to peers, (n) financial returns (including, without limitation, return on assets, return on equity and return on investment),
(o) cost reduction targets, (p) customer satisfaction, (q) customer growth, (r) employee satisfaction, (s) gross
margin, (t) revenue growth, (u) any combination of the foregoing, or, (v) such other criteria as the Committee may
determine. Performance Goals may be in respect of the performance of the Company, any of its Subsidiaries or Affiliates or any
combination thereof on either a consolidated, business unit or divisional level. Performance Goals may be absolute or relative
(to prior performance of the Company or to the performance of one or more other entities or external indices) and may be expressed
in terms of a progression within a specified range. The foregoing criteria shall have any reasonable definitions that the Committee
may specify, which may include or exclude any or all of the following items, as the Committee may specify: extraordinary, unusual
or non-recurring items; effects of accounting changes; effects of currency fluctuations; effects of financing activities (e.g.,
effect on earnings per share of issuing convertible debt securities); expenses for restructuring, productivity initiatives or new
business initiatives; non-operating items; acquisition expenses; and effects of divestitures. Any such performance criterion or
combination of such criteria may apply to the participant’s award opportunity in its entirety or to any designated portion
or portions of the award opportunity, as the Committee may specify.


 






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ARTICLE IV


SHARES SUBJECT TO THE PLAN


 


4.1 Number of Shares. Subject to
adjustment and substitution as provided in Section 10.13, the number of Shares available for grants of Awards under the Plan
shall be 20,000,000. Shares awarded under the Plan may be either authorized but unissued Shares, authorized and issued Shares reacquired
(including Shares reacquired under any prior plan) and held as treasury Shares or a combination thereof. To the extent permitted
by applicable law or exchange rules, Shares issued in assumption of, or in substitution for, any outstanding awards of any entity
acquired in any form of combination by the Company or any Subsidiary or Affiliate shall not reduce the Shares available for grants
of Awards under this Section.


 


4.2 Limit on Individual Awards.
Subject to adjustment as provided in Section 10.13, the maximum aggregate number of Shares which shall be available for the
grant of Options and SARs to any one individual under the Plan during any calendar year shall be limited to 5,000,000 Shares. Subject
to adjustment as provided in Section 10.13, the maximum number of Shares subject to awards (other than Options and SARs) that
are intended to qualify as performance-based compensation under Section 162(m) of the Code and may be paid to any one individual
based on the achievement of Performance Goals established by the Committee for any calendar year is 5,000,000 Shares, or if such
award is payable in cash, the Fair Market Value equivalent thereof. In the case of multi-year Performance Periods, the amount which
is paid for any one calendar year of the Performance Period is the amount paid for the Performance Period divided by the number
of calendar years in the period. The limitations in this Section 4.2 shall be interpreted and applied in a manner consistent
with Section 162(m) of the Code. Notwithstanding anything to the contrary herein, all additional Shares which are issued to
any Participant pursuant to anti-dilution rights set forth in an Award Agreement with such Participant shall not be subject to
the limitations under this Section 4.2 on the maximum number of Shares which may be awarded to any Participant during any calendar
year.


 


4.3 Lapsed Awards. To the extent
that Shares subject to an outstanding Option (except to the extent Shares are issued or delivered by the Company in connection
with the exercise of a tandem SAR) or other Award are not issued or delivered by reason of (i) the expiration, cancellation,
forfeiture or other termination of such Award, (ii) the settlement of all or a portion of such Award in cash, or (iii) Shares
that are delivered or withheld for purposes of satisfying a tax withholding obligation, then such Shares shall again be available
under this Plan. Notwithstanding the foregoing, the following Shares shall not become available for purposes of the Plan: (i) Shares
previously owned or acquired by the Participant that are delivered to the Company, or withheld from an Award, to pay the exercise
price, or (ii) shares of Common Stock reserved for issuance upon the grant of a SAR Award that exceed the number of shares
actually issued upon exercise.


 


ARTICLE V


STOCK OPTIONS


 


5.1 Grant of Options. Subject to
the provisions of the Plan, Options may be granted to Participants at such times, and subject to such terms and conditions, as
determined by the Committee in its sole discretion. An Award of Options may only be Non-Qualified Stock Options.


 


5.2 Award Agreement. Each Option
shall be evidenced by an Award Agreement that shall specify the Exercise Price, the expiration date of the Option, the number of
Shares to which the Option pertains, any conditions to the exercise of all or a portion of the Option, and such other terms and
conditions as the Committee, in its discretion, shall determine.


 


5.3 Exercise Price. Subject to the
other provisions of this Section, the Exercise Price with respect to Shares subject to an Option shall be determined by the Committee
in its sole discretion; provided, however, that the Exercise Price shall be not less than one hundred percent (100%) of the
Fair Market Value of a Share on the Grant Date.


 






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5.4 Expiration Dates. Each Option
shall terminate not later than the expiration date specified in the Award Agreement pertaining to such Option; provided, however,
that the expiration date with respect to an Option shall not be later than the tenth anniversary of its Grant Date.


 


5.5 Exercisability of Options. Subject
to Section 5.4, Options granted under the Plan shall be exercisable at such times, and shall be subject to such restrictions
and conditions, as the Committee shall determine in its sole discretion. The exercise of an Option is contingent upon payment by
the Participant of the amount sufficient to pay all taxes required to be withheld by any governmental agency. Such payment may
be in any form approved by the Committee.


 


5.6 Method of Exercise. Options
shall be exercised by the Participant’s delivery of a written notice of exercise to the Corporate Secretary of the Company
(or his or her designee), setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by
full payment of the Exercise Price with respect to each such Share and an amount sufficient to pay all taxes required to be withheld
by any governmental agency. The Exercise Price shall be payable to the Company in full in cash or its equivalent. The Committee,
in its sole discretion, also may permit exercise (a) by tendering previously acquired Shares which have been held by the Participant
for at least six months having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price of
the Shares with respect to which the Option is to be exercised, or (b) by any other means which the Committee, in its sole
discretion, determines to both provide legal consideration for the Shares, and to be consistent with the purposes of the Plan.
As soon as practicable after receipt of a written notification of exercise and full payment for the Shares with respect to which
the Option is exercised, the Company shall deliver to the Participant Share certificates (which may be in book entry form) for
such Shares with respect to which the Option is exercised.


 


5.7 Restrictions on Share Transferability.
The Committee may impose such additional restrictions on any Shares acquired pursuant to the exercise of an Option as it may deem
advisable, including, but not limited to, restrictions related to applicable federal securities laws, the requirements of any national
securities exchange or system upon which Shares are then listed or traded, or any blue sky or state securities laws.


 


5.8 Cashing Out of Option. On receipt
of written notice of exercise, the Committee may elect to cash out all or part of the portion of the Shares for which an Option
is being exercised by paying the Participant an amount, in cash or Shares, equal to the excess of the Fair Market Value of the
Shares over the option price times the number of Shares for which the Option is being exercised on the effective date of such cash-out.


 


ARTICLE VI


STOCK AWARDS


 


6.1 Grant of Stock Awards. Subject
to the provisions of the Plan, Stock Awards may be granted to such Participants at such times, and subject to such terms and conditions,
as determined by the Committee in its sole discretion.


 


6.2 Stock Award Agreement. Each
Stock Award shall be evidenced by an Award Agreement that shall specify the number of Shares granted, the price, if any, to be
paid for the Shares and the Period of Restriction applicable to a Restricted Stock Award or RSU Award and such other terms and
conditions as the Committee, in its sole discretion, shall determine.


 


6.3 Transferability/Share Certificates.
Shares subject to an Award of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated
during a Period of Restriction. During the Period of Restriction, a Restricted Stock Award may be registered in the holder’s
name or a nominee’s name at the discretion of the Company and may bear a legend as described in Section 6.4.2. Unless
the Committee determines otherwise, shares of Restricted Stock shall be held by the Company as escrow agent during the applicable
Period of Restriction, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed
in blank with a guarantee of signature if deemed necessary or appropriate by the Company, which would permit transfer to the Company
of all or a portion of the Shares subject to the Restricted Stock Award in the event such Award is forfeited in whole or part.


 






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6.4 Other Restrictions. The Committee,
in its sole discretion, may impose such other restrictions on Shares subject to an Award of Restricted Stock as it may deem advisable
or appropriate.


 


6.4.1 General Restrictions. The
Committee may set restrictions based upon applicable federal or state securities laws, or any other basis determined by the Committee
in its discretion.


 


6.4.2 Legend on Certificates. The
Committee, in its sole discretion, may legend the certificates representing Restricted Stock during the Period of Restriction to
give appropriate notice of such restrictions.


 


6.5 Removal of Restrictions. Shares
of Restricted Stock covered by a Restricted Stock Award made under the Plan shall be released from escrow as soon as practicable
after the termination of the Period of Restriction and, subject to the Company’s right to require payment of any taxes, a
certificate or certificates evidencing ownership of the requisite number of Shares shall be delivered to the Participant.


 


6.6 Voting Rights. During the Period
of Restriction, Participants holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect
to those Shares, unless otherwise provided in the Award Agreement.


 


6.7 Dividends and Other Distributions.
During the Period of Restriction, Participants holding shares of Restricted Stock shall be entitled to receive all dividends and
other distributions paid with respect to such Shares unless otherwise provided in the Award Agreement. If any such dividends or
distributions are paid in Shares, the Shares shall be deposited with the Company and shall be subject to the same restrictions
on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid.


 


6.8 Performance Goals and Performance
Periods. The Committee may grant Stock Awards that become earned if the Participant achieves the applicable Performance Goals
during and in respect of the designated Performance Period. The Performance Goals and the Performance Period shall be established
by the Committee, in its sole discretion. The Committee shall establish Performance Goals for each Performance Period prior to,
or as soon as practicable after, the commencement of such Performance Period. The Committee shall also establish a schedule or
schedules for the Stock Awards setting forth the portion of the Award which will be earned or forfeited based on the degree of
achievement, or lack thereof, of the Performance Goals at the end of the relevant Performance Period. The Performance Goals shall
be defined as to their respective components and meaning by the Committee (in its sole discretion). During any Performance Period,
the Committee shall have the authority to adjust the Performance Goals and/or the Performance Period in such manner as the Committee,
in its sole discretion, deems appropriate at any time and from time to time. The payout of any such Award may be adjusted at the
discretion of the Committee.


 


ARTICLE VII


STOCK APPRECIATION RIGHTS


 


7.1 Grant of SARs. Subject to the
provisions of the Plan, SARs may be granted to such Participants at such times, and subject to such terms and conditions, as shall
be determined by the Committee in its sole discretion.


 


7.2 Base Price and Other Terms.
The Committee, subject to the provisions of the Plan, shall have complete discretion to determine the terms and conditions of SARs
granted under the Plan. Without limiting the foregoing, the Base Price with respect to Shares subject to a tandem SAR shall be
the same as the Exercise Price with respect to the Shares subject to the related Option.


 


7.3 SAR Agreement. Each SAR grant
shall be evidenced by an Award Agreement that shall specify the Base Price (which shall not be less than one hundred percent (100%) of
the Fair Market Value of a Share on the Grant Date), the term of the SAR, the conditions of exercise, and such other terms and
conditions as the Committee, in its sole discretion, shall determine.


 






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7.4 Expiration Dates. Each SAR shall
terminate no later than the tenth anniversary of its Grant Date; provided, however, that the expiration date with respect to a
tandem SAR shall not be later than the expiration date of the related Option.


 


7.5 Payment of SAR Amount. Unless
otherwise specified in the Award Agreement pertaining to a SAR, a SAR may be exercised (a) by the Participant’s delivery
of a written notice of exercise to the Corporate Secretary of the Company (or his or her designee) setting forth the number of
whole SARs which are being exercised, (b) in the case of a tandem SAR, by surrendering to the Company any Options which are
cancelled by reason of the exercise of such SAR, and (c) by executing such documents as the Company may reasonably request.
Except as otherwise provided in the relevant Award Agreement, upon exercise of a SAR, the Participant shall be entitled to receive
payment from the Company in an amount determined by multiplying: (i) the amount by which the Fair Market Value of a Share
on the date of exercise exceeds the Base Price specified in the Award Agreement pertaining to such SAR; by (ii) the number
of Shares with respect to which the SAR is exercised.


 


7.6 Payment Upon Exercise of SAR.
Payment to a Participant upon the exercise of the SAR shall be made, as determined by the Committee in its sole discretion, either
(a) in cash, (b) in Shares with a Fair Market Value equal to the amount of the payment or (c) in a combination thereof,
as set forth in the applicable Award Agreement.


 


ARTICLE VIII


OTHER STOCK AWARDS


 


Subject to the provisions of the Plan,
the Committee may develop sub-plans or grant other equity-based awards (“Other Stock Awards”) on such terms
as it may determine, including, but not limited to, Awards designed to comply with or take advantage of applicable local laws of
jurisdictions outside of the United States.


 


ARTICLE IX


CHANGE IN CONTROL


 


Unless otherwise provided in an Award Agreement:


 


(i) In the event the employment or service
of a Participant is terminated by the Company without Cause within one year after the occurrence of a Change in Control following
the date of grant, his or her Options and SARs shall fully vest and may be exercised within ninety days after the date such termination
occurred;


 


(ii) In the event the employment or service
of a Participant is terminated by the Company without Cause within one year after the occurrence of a Change in Control following
the date of grants, his or her Restricted Stock, RSUs and Other Stock Awards shall fully vest and, to the extent subject to an
exercise right, may be exercised within ninety days after the date such termination occurred; provided, however, that if the awards
are subject to Section 409A of the Code and the Change in Control is not a change in ownership or effective control of the
Company or a change in the ownership of a substantial portion of the assets of the Company under Section 409A of the Code
(a “409A Change in Control”), any RSUs and other Awards consisting deferred compensation under Section 409A
of the Code shall remain payable on the date(s) provided in the underlying Award Agreement and provisions of the Plan; and


 


(iii) If any Change in Control occurs
prior to the end of any Performance Period, all Performance Goals and other conditions pertaining to Awards under which payments
are subject to Performance Goals shall be deemed to be achieved or fulfilled on a pro-rata basis for (i) the number of whole
months elapsed from the commencement of the Performance Period through the Change in Control over (ii) the number of whole
months included in the original Performance Period, measured at the actual performance level achieved, and shall be waived by the
Company. If the awards are subject to Section 409A of the Code and the Change in Control is not a 409A Change in Control,
such Awards shall remain payable on the date(s) provided in the underlying Award Agreement and provisions of the Plan.


 






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For purposes of this ARTICLE X, “Cause”
means, unless otherwise defined in a written employment agreement between a Participant and the Company or its Affiliates, (i)
the Participant’s indictment for, or conviction or entry of a plea of guilty or nolo contendere to (A) any felony or (B)
any crime (whether or not a felony) involving moral turpitude, fraud, theft, breach of trust or other similar acts, (ii) the Participant’s
being or having been engaged in conduct constituting breach of fiduciary duty, willful misconduct or negligence relating to the
Company or its Affiliates or the performance of the Participant’s duties, (iii) the Participant’s willful failure to
(A) follow a reasonable and lawful directive of the Company or its Affiliates or (B) comply with any written rules, regulations,
policies or procedures of the Company or its Affiliates, (iv) a material breach by the Participant of any written agreement with
the Company or its Affiliates, (v) the Participant’s failure to perform at a level of effort or results commensurate with
the Participant’s responsibilities, other than as a result of permanent disability or (vi) the Participant’s deliberate
and continued failure to perform the Participant’s material duties to the Company; which in the case clause (v) or (vi) hereof,
is not cured by the Participant within ten (10) days of receipt of written notice thereof from the Company or its Affiliates specifying
the particulars of the conduct constituting Cause.


 


In the event of a Change in Control, the
Board can unilaterally implement or negotiate a procedure with any party to the Change in Control pursuant to which all Participants’
unexercised Options may be cashed out as part of the purchase transaction, without requiring exercise, for the difference between
the purchase price and the Exercise Price.


 


ARTICLE X


MISCELLANEOUS


 


10.1 No Effect on Employment or Service.
Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any Participant’s employment
or service at any time, for any reason and with or without cause.


 


10.2 Participation. No person shall
have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future
Award.


 


10.3 Unfunded Status. The Plan is
intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not
yet made to a Participant by the Company, nothing set forth herein shall give any Participant any rights that are greater than
those of a general creditor of the Company. In its sole and absolute discretion, the Committee may authorize the creation of trusts
or other arrangements to meet the obligations created under the Plan to deliver Shares or payments in lieu of or with respect to
Awards hereunder; provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status
of the Plan.


 


10.4 Indemnification. Each person
who is or shall have been a member of the Committee, or of the Board, shall be indemnified and held harmless by the Company against
and from (a) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection
with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved
by reason of any good faith action taken or good faith failure to act under the Plan or any Award Agreement, and (b) from
any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction
of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she shall give the Company an
opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her
own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such
persons may be entitled under the Company’s Certificate of Incorporation or By-Laws, by contract, as a matter of law, or
otherwise, or under any power that the Company may have to indemnify them or hold them harmless.


 


10.5 Successors. All obligations
of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether
the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially
all of the business or assets of the Company.


 






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10.6 Beneficiary Designations. Subject
to the restrictions in Section 10.7 below, a Participant under the Plan may name a beneficiary or beneficiaries to whom any
vested but unpaid Award shall be paid in the event of the Participant’s death. For purposes of this Section, a beneficiary
may include a designated trust having as its primary beneficiary a family member of a Participant. Each such designation shall
revoke all prior designations by the Participant and shall be effective only if given in a form and manner acceptable to the Committee.
In the absence of any such designation, any vested benefits remaining unpaid at the Participant’s death shall be paid to
the Participant’s estate and, subject to the terms of the Plan and of the applicable Award Agreement, any unexercised vested
Award may be exercised by the administrator or executor of the Participant’s estate.


 


10.7 Non-transferability of Awards.
No Award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than
by will, by the laws of descent and distribution; provided, however, that except as provided by in the relevant Award Agreement,
a Participant may transfer, without consideration, an Award to one or more members of his or her Immediate Family, to a trust established
for the exclusive benefit of one or more members of his or her Immediate Family, to a partnership in which all the partners are
members of his or her Immediate Family, or to a limited liability company in which all the members are members of his or her Immediate
Family; provided, further, that any such Immediate Family, and any such trust, partnership and limited liability company, shall
agree to be and shall be bound by the terms of the Plan, and by the terms and provisions of the applicable Award Agreement and
any other agreements covering the transferred Awards. All rights with respect to an Award granted to a Participant shall be available
during his or her lifetime only to the Participant and may be exercised only by the Participant or the Participant’s legal
representative.


 


10.8 No Rights as Stockholder. Except
to the limited extent provided in Sections 6.6 and 6.7, no Participant (nor any beneficiary) shall have any of the rights or privileges
of a stockholder of the Company with respect to any Shares issuable pursuant to an Award (or exercise thereof), unless and until
certificates representing such Shares shall have been issued, recorded on the records of the Company or its transfer agents or
registrars, and delivered to the Participant (or beneficiary).


 


10.9 Withholding Requirements. Prior
to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company shall have the power and the right
to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local
and foreign taxes of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) which the Committee,
in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule
or regulation with respect to such Award (or exercise thereof).


 


10.10 Withholding Arrangements.
The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require
a Participant to satisfy all or part of the tax withholding obligations in connection with an Award by (a) having the Company
withhold otherwise deliverable Shares, or (b) delivering to the Company already-owned Shares, in each case having a Fair Market
Value equal to the amount sufficient to satisfy the minimum statutory tax withholding obligations.


 


10.11 No Corporate Action Restriction.
The existence of the Plan, any Award Agreement and/or the Awards granted hereunder shall not limit, affect or restrict in any way
the right or power of the Board or the shareholders of the Company to make or authorize (a) any adjustment, recapitalization,
reorganization or other change in the Company’s or any Subsidiary’s or Affiliate’s capital structure or business,
(b) any merger, consolidation or change in the ownership of the Company or any Subsidiary or Affiliate, (c) any issue
of bonds, debentures, capital, preferred or prior preference stocks ahead of or affecting the Company’s or any Subsidiary’s
or Affiliate’s capital stock or the rights thereof, (d) any dissolution or liquidation of the Company or any Subsidiary
or Affiliate, (e) any sale or transfer of all or any part of the Company’s or any Subsidiary’s or Affiliate’s
assets or business, or (f) any other corporate act or proceeding by the Company or any Subsidiary or Affiliate. No Participant,
beneficiary or any other person shall have any claim against any Member of the Board or the Committee, the Company or any Subsidiary
or Affiliate, or any employees, officers, shareholders or agents of the Company or any Subsidiary or Affiliate, as a result of
any such action.


 






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10.12 Restrictions on Shares. Each
Award made hereunder shall be subject to the requirement that if at any time the Company determines that the listing, registration
or qualification of the Shares subject to such Award upon any securities exchange or under any law, or the consent or approval
of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with,
the exercise or settlement of such Award or the delivery of Shares thereunder, such Award shall not be exercised or settled and
such Shares shall not be delivered unless such listing, registration, qualification, consent, approval or other action shall have
been effected or obtained, free of any conditions not acceptable to the Company. The Company may require that certificates evidencing
Shares delivered pursuant to any Award made hereunder bear a legend indicating that the sale, transfer or other disposition thereof
by the holder is prohibited except in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder.
Finally, no Shares shall be issued and delivered under the Plan, unless the issuance and delivery of those Shares shall comply
with all relevant regulations and any registration, approval or action thereunder.


 


10.13 Changes in Capital Structure.
In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase,
change of control or exchange of Shares or other securities of the Company, or other corporate transaction or event (each a “Corporate
Event”) affects the Shares, the Board shall, in such manner as it in good faith deems equitable, adjust any or all of
(i) the number of Shares or other securities of the Company (or number and kind of other securities or property) with respect
to which Awards may be granted, (ii) the number of Shares or other securities of the Company (or number and kind of other
securities or property) subject to outstanding Awards, and (iii) the Exercise Price or Base Price with respect to any Award,
or make provision for an immediate cash payment to the holder of an outstanding Award in consideration for the cancellation of
such Award.


 


If the Company enters into or is involved
in any Corporate Event, the Board may, prior to such Corporate Event and effective upon such Corporate Event, take such action
as it deems appropriate, including, but not limited to, replacing Awards with substitute awards in respect of the Shares, other
securities or other property of the surviving corporation or any affiliate of the surviving corporation on such terms and conditions,
as to the number of shares, pricing and otherwise, which shall substantially preserve the value, rights and benefits of any affected
Awards granted hereunder as of the date of the consummation of the Corporate Event. Notwithstanding anything to the contrary in
the Plan, if any Corporate Event occurs, the Company shall have the right, but not the obligation, to cancel each Participant’s
Awards immediately prior to such Corporate Event and to pay to each affected Participant in connection with the cancellation of
such Participant’s Awards, an amount equal that the Committee, in its sole discretion, in good faith determines to be the
equivalent value of such Award (e.g., in the case of an Option or SAR, the amount of the spread), it being understood that the
equivalent value of an Option or SAR with an exercise price greater than or equal to the fair market value of the underlying stock
shall be $0.


 


Upon receipt by any affected Participant
of any such substitute awards (or payment) as a result of any such Corporate Event, such Participant’s affected Awards for
which such substitute awards (or payment) were received shall be thereupon cancelled without the need for obtaining the consent
of any such affected Participant. Any actions or determinations of the Committee under this Section 10.13 need not be uniform
as to all outstanding Awards, nor treat all Participants identically.


 


10.14 Forfeiture and Repayment.
Notwithstanding any other provision of the Plan, any incentive-based compensation otherwise payable or paid to a Participant (including
a former Participant) shall be forfeited and/or repaid to the Company as may be required pursuant to applicable regulatory requirements
in effect from time to time and the Committee may determine in its discretion that an Award shall be forfeited and/or shall be
repaid to the Company (i) if during the course of employment the Participant engages in conduct that is (x) materially
adverse to the interest of the Company or its Affiliates, which include failures to comply with the Company’s or an Affiliate’s
rules or regulations and material violations of any agreement with the Company or an Affiliate, (y) fraud, or (z) conduct
contributing to any financial restatements or irregularities; (ii) if during the course of employment, the Participant competes
with, or engages in the solicitation and/or diversion of customers or employees of, the Company or an Affiliate; (iii) if
following termination of employment, the Participant violates any post-termination obligations or duties owed to, or any agreement
with, the Company or any Affiliate, which includes agreements restricting post-employment conduct, or (iv) upon such other
terms specified.






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ARTICLE XI


AMENDMENT, TERMINATION AND DURATION


 


11.1 Amendment, Suspension or Termination.
The Board, in its sole discretion, may amend, suspend or terminate the Plan, or any part thereof, at any time and for any reason,
subject to any requirement of stockholder approval required by applicable law, rule or regulation; provided, however, the Board
may amend the Plan and any Award Agreement without shareholder approval as necessary to avoid the imposition of any taxes under
Section 409A of the Code. Subject to the preceding sentence, the amendment, suspension or termination of the Plan shall not,
without the consent of the Participant, materially adversely alter or impair any rights or obligations under any Award theretofore
granted to such Participant. Notwithstanding the foregoing, the Committee may, but shall not be required to, amend or modify any
Award to the extent necessary to avoid the imposition of taxes under Section 409A of the Code. The Company intends to administer
the Plan and all Awards granted thereunder in a manner that complies with Code Section 409A, however, the Company shall not
be responsible for any additional tax imposed pursuant to Code Section 409A, nor will the Company indemnify or otherwise reimburse
Participant for any liability incurred as a result of Code Section 409A. No Award may be granted during any period of suspension
or after termination of the Plan.


 


11.2 Duration of the Plan. The Plan
shall, subject to Section 11.1, terminate on the tenth anniversary of the Effective Date, unless earlier terminated by the
Board and no further Awards shall be granted under the Plan. The termination of the Plan shall not affect any Awards granted prior
to the termination of the Plan.


 


ARTICLE XII


LEGAL CONSTRUCTION


 


12.1 Gender and Number. Except where
otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the
singular and the singular shall include the plural.


 


12.2 Severability. In the event
any provision of the Plan or of any Award Agreement shall be held illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining parts of the Plan or the Award Agreement, and the Plan and/or the Award Agreement shall be construed
and enforced as if the illegal or invalid provision had not been included.


 


12.3 Requirements of Law. The granting
of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules and regulations, and to such
approvals by any governmental agencies or national securities exchanges as may be required.


 


12.4 Governing Law; Waiver of Jury Trial.
The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the State of Nevada, but without
regard to its conflict of law provisions. Participant hereby agrees to waive all rights to trial by jury in any proceeding (whether
based on contract, tort or otherwise) arising out of or relating to any Award Agreement.


 


12.5 Captions. Captions are provided
herein for convenience only, and shall not serve as a basis for interpretation or construction of the Plan.


 






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