2008 Director's Equity Incentive Plan



 Exhibit 10.14 

GLOBAL POWER EQUIPMENT GROUP INC. 

2008 DIRECTOR’S EQUITY INCENTIVE PLAN 

1. Purpose and Eligibility. The purpose of this 2008 Director’s Equity Incentive Plan (the “Plan”) of Global Power Equipment
Group Inc., a Delaware corporation (the “Company”) is to provide stock options, restricted stock, stock issuances and other equity interests in the Company (each, an “Award”) to Directors of the Company. Any person
to whom an Award has been granted under the Plan is called a “Participant.” Additional definitions are contained in Section 9. 

2. Administration. 
 a.
Administration by Board of Directors. The Plan will be administered by the Board of Directors of the Company (the “Board”). The Board, in its sole discretion, shall have the authority to grant and amend Awards, to adopt,
amend and repeal rules relating to the Plan and to interpret and correct the provisions of the Plan and any Award. The Board shall have authority, subject to the express limitations of the Plan, (i) to construe and determine the respective
Stock Option Agreement, Awards and the Plan, (ii) to prescribe, amend and rescind rules and regulations relating to the Plan and any Awards, (iii) to determine the terms and provisions of the respective Stock Option Agreements and Awards,
which need not be identical, and (iv) to make all other determinations in the judgment of the Board necessary or desirable for the administration and interpretation of the Plan. The Board may correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any Stock Option Agreement or Award in the manner and to the extent it shall deem expedient to carry the Plan or any Stock Option Agreement or Award into effect and it shall be the sole and final judge
of such expediency. All decisions by the Board shall be final and binding on all interested persons. Neither the Company nor any member of the Board shall be liable for any action or determination relating to the Plan. 

b. Appointment of Committee. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the
Plan to one or more committees or subcommittees of the Board (a “Committee”). If so delegated, all references in the Plan to the “Board” shall mean such Committee or the Board. 

c. Applicability of Section Rule 16b-3. Notwithstanding anything to the contrary in the foregoing if, or at such time as, the
Common Stock is or becomes registered under Section 12 of the Exchange Act of 1934, as amended (the “Exchange Act”), or any successor statute, the Plan shall be administered in a manner consistent with Rule 16b-3
promulgated thereunder, as it may be amended from time to time, or any successor rules (“Rule 16b-3”), such that all subsequent grants of Awards hereunder to Reporting Persons, as hereinafter defined, shall be exempt under such
rule. Those provisions of the Plan which make express reference to Rule 16b-3 or which are required in order for certain option transactions to qualify for exemption under Rule 16b-3 shall apply only to such persons as are required to file reports
under Section 16 (a) of the Exchange Act (a “Reporting Person”). 







 3. Stock Available for Awards. 

a. Number of Shares. Subject to adjustment under Section 3(b), the aggregate number of shares of Common Stock
of the Company (the “Common Stock”) that may be issued pursuant to the Plan is the Available Shares (as defined on the last page). If any Award is canceled, expires, forfeited, settled in cash, or otherwise terminated without
delivery of the shares of Common Stock to the holder of such Award, the shares of Common Stock which were the subject of such Award will be available under the Plan for subsequent Awards. If any Award is settled by delivery of fewer shares of Common
Stock than the number of shares of Common Stock underlying such Award, shares that were withheld from such an Award in payment of an exercise price or taxes relating to such an Award shall be deemed to constitute shares not delivered and will be
available under the Plan for subsequent Awards.  
 b. Adjustment to Common Stock. Subject to
Section 7, in the event of any stock split, reverse stock split, stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off, split-up, or
other similar change in capitalization or similar event, (i) the number and class of Available Shares, (ii) the number and class of securities, vesting schedule and exercise price per share subject to each outstanding Option,
(iii) the repurchase price per security subject to repurchase, and (iv) the terms of each other outstanding Award shall be adjusted by the Company (or substituted Awards may be made if applicable) to the extent the Board shall determine,
in good faith, that such an adjustment (or substitution) is appropriate. Any such adjustment to outstanding Awards will be effected in a manner that precludes the enlargement of rights and benefits under such Awards. 

4. Stock Options. 
 a.
General. The Board may grant options to purchase Common Stock (each, an “Option”) and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option and the shares of Common Stock issued upon the exercise of each Option, including, but not limited to, vesting provisions, repurchase provisions and restrictions relating to applicable federal or
state securities laws. Each Option will be evidenced by a Stock Option Agreement, consisting of a Notice of Stock Option Award and a Stock Option Award Agreement (collectively, a “Stock Option Agreement”). 

b. Duration of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may
specify in the applicable Stock Option Agreement. 
 c. Exercise of Option. Options may be exercised only by delivery to
the Company of a written notice of exercise signed by the proper person together with payment in full as specified in Section 4(d) and the Stock Option Agreement for the number of shares for which the Option is exercised. 

 

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 d. Payment Upon Exercise. Common Stock purchased upon the exercise of an Option shall
be paid for by one or any combination of the following forms of payment as permitted by the Board in its sole and absolute discretion: 

i. by check payable to the order of the Company; 

ii. only if the Common Stock is then publicly traded, by delivery of an irrevocable and unconditional undertaking by a creditworthy
broker to deliver promptly to the Company sufficient funds to pay the exercise price, or delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company
cash or a check sufficient to pay the exercise price; 
 iii. to the extent explicitly provided in the applicable Stock Option
Agreement, by delivery of shares of Common Stock owned by the Participant valued at Fair Market Value; 
 iv. to the extent that
Common Stock is not registered under Section 12 of the Exchange Act, or any successor statute, then by delivery of a promissory note of the Participant, with full recourse to the Participant, to the Company (and delivery to the Company
by the Participant of a check in an amount equal to the par value of the shares purchased); or 
 v. payment of such other
lawful consideration as the Board may determine. 
 Except as otherwise expressly set forth in a Stock Option Agreement, the Board shall have no
obligation to accept consideration other than cash and in particular, unless the Board so expressly provides, in no event will the Company accept the delivery of shares of Common Stock that have not been owned by the Participant at least six months
prior to the exercise. The fair market value of any shares of the Company’s Common Stock or other non-cash consideration which may be delivered upon exercise of an Option shall be determined in such manner as may be prescribed by the Board.

 e. Acceleration, Extension, Etc. The Board may, in its sole discretion, and in all instances subject to any relevant
tax and accounting considerations which may adversely impact or impair the Company, (i) accelerate the date or dates on which all or any particular Options or Awards granted under the Plan may be exercised, or (ii) extend the dates during
which all or any particular Options or Awards granted under the Plan may be exercised or vest. 
 f. Determination of Fair
Market Value. If, at the time an Option is granted under the Plan, the Company’s Common Stock is publicly traded under the Exchange Act, “Fair Market Value” shall mean (i) if the Common Stock is listed on any
established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq Small Cap Market of The Nasdaq Stock Market, its fair market value shall be the last reported sales price for such stock
(on that date) or the closing bid, if no sales were reported as quoted on such exchange or system as reported in The Wall Street Journal or such other source as the Board deems reliable; or (ii) the average of the closing bid and asked
prices last quoted (on that date) by an established quotation service for over-the-counter securities, if the Common Stock is not reported on a national market system. In the absence of an established market for the Common Stock, the fair market
value thereof shall be determined in good faith by the Board after taking into consideration all factors which it deems appropriate. 
  

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 5. Restricted Stock. 

a. Grants. The Board may grant Awards to Participants of restricted shares of Common Stock, subject to (i) delivery to the
Company by the Participant of a check in an amount at least equal to the par value of the shares purchased, and (ii) the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price from
the Participant in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award (each, a “Restricted Stock
Award”). The Company shall issue the shares of Restricted Stock subject to the Restricted Stock Award in book entry form, registered in the name of the Participant with notations regarding the applicable restrictions on transfer imposed
under the Award Agreement; provided, however, that the Corporation may, in its discretion, elect to issue such shares in certificate form. 

b. Terms and Conditions. The Board shall determine the terms and conditions of any such Restricted Stock Award. Any stock
certificates issued in respect of a Restricted Stock Award shall be registered in the name of the Participant and, unless otherwise determined by the Board, deposited by the Participant, together with a stock power endorsed in blank, with the
Company (or its designee). After the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or, if the Participant has died, to the
beneficiary designated by a Participant, in a manner determined by the Board, to receive amounts due or exercise rights of the Participant in the event of the Participant’s death (the “Designated Beneficiary”). In the absence
of an effective designation by a Participant, Designated Beneficiary shall mean the Participant’s estate. 
 6. Other Stock-Based
Awards. The Board shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Board may determine, including, without limitation, the grant of shares based upon certain conditions, the grant of
securities convertible into Common Stock and the grant of stock appreciation rights, phantom stock awards, performance stock, deferred stock, restricted stock units, shares of Common Stock not subject to any restrictions or stock units. 

7. General Provisions Applicable to Awards. 

a. Transferability of Awards. Except as the Board may otherwise determine or provide in an Award, Awards shall not be sold,
assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the life of the Participant, shall be
exercisable only by the Participant; provided, however, except as the Board may otherwise determine or provide in an Award, that Options and Restricted Stock Awards may be transferred pursuant to a qualified domestic relations order (as defined in
the Employee Retirement Income Security Act of 1974, as amended) or to a grantor-retained annuity trust or a similar estate-planning vehicle in which the trust is bound by all provisions of the Stock Option Agreement and Restricted Stock Award,
which are applicable to the Participant. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees. 
  


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 b. Documentation. Each Award under the Plan shall be evidenced by a written
instrument in such form as the Board shall determine or as executed by an officer of the Company pursuant to authority delegated by the Board. Each Award may contain terms and conditions in addition to those set forth in the Plan, provided that such
terms and conditions do not contravene the provisions of the Plan or applicable law. 
 c. Additional Award Provisions.
The Board may, in its sole discretion, include additional provisions in any Stock Option Agreement, Restricted Stock Award or other Award granted under the Plan, including without limitation restrictions on transfer, repurchase rights, commitments
to pay cash bonuses, to make, arrange for or guaranty loans or to transfer other property to Participants upon exercise of Awards, or transfer other property to Participants upon exercise of Awards, or such other provisions as shall be determined by
the Board; provided that such additional provisions shall not be inconsistent with any other term or condition of the Plan or applicable law. 

d. Termination of Status. The Board shall determine the effect on an Award of the disability (as defined in Code
Section 22(e)(3)), death, retirement, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, or the Participant’s legal
representative, conservator, guardian or Designated Beneficiary, may exercise rights under the Award. 
 e. Change of Control
of the Company. 
 i. Unless otherwise expressly provided in the applicable Stock Option Agreement or Restricted Stock Award
or other Award, in connection with the occurrence of a Change of Control (as defined below), the Board shall, in its sole discretion as to any outstanding Award (including any portion thereof; on the same basis or on different bases, as the Board
shall specify), take one or any combination of the following actions: 
 A. make appropriate provision for the continuation of
such Award by the Company or the assumption of such Award by the surviving or acquiring entity and by substituting on an equitable basis for the shares then subject to such Award either (x) the consideration payable with respect to the
outstanding shares of Common Stock in connection with the Change of Control, (y) shares of stock of the surviving or acquiring corporation or (z) such other securities as the Board deems appropriate, the Fair Market Value of which shall
not materially differ from the Fair Market Value of the shares of Common Stock subject to such Award immediately preceding the Change of Control (as determined by the Board in its sole discretion); 

B. accelerate the date of exercise or vesting of such Award; 

 

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 C. In the event that the surviving or acquiring entity refuses to assume or substitute for
the Award, the Participant shall be fully vested in the Award and have the right to exercise the Award, if applicable. If the Award becomes fully vested in the event of a Change of Control, the Company shall notify the Participant, in writing or
electronically, that the Award is fully vested and exercisable for a period of at least fifteen (15) days from the date of such notice, which notice shall be provided at least fifteen (15) days prior to the closing of the Change of Control
and that any Award that is not exercised shall terminate upon the expiration of such fifteen (15) day period. 
 D. permit
the exchange of such Award for the right to participate in any stock option or other employee benefit plan of any successor corporation; 

E. provide for the repurchase of the Award for an amount equal to the difference of (i) the consideration received per share for
the securities underlying the Award in the Change of Control minus (ii) the per share exercise price of such securities. Such amount shall be payable in cash or the property payable in respect of such securities in connection with the Change of
Control. The value of any such property shall be determined by the Board in its discretion; or 
 F. solely with respect to a
transaction described in Section 7(e)(i)(G)(c) below, provide for the termination of such Award immediately prior to the consummation of the Change of Control; provided that no such termination will be effective if the Change of Control
is not consummated. 
 G. For the purpose of this Agreement, a “Change of Control” shall mean: 

(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the then outstanding shares of voting stock of the
Company (the “Voting Stock”); provided, however, that any acquisition by the Company or its subsidiaries, or any employee benefit plan (or related trust) of the Company or its subsidiaries of 50% or more of Voting Stock shall not
constitute a Change of Control; and provided, further, that any acquisition by a corporation with respect to which, following such acquisition, more than 50% of the then outstanding shares of common stock of such corporation, is then beneficially
owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Voting Stock immediately prior to such acquisition in substantially the same proportion as their ownership, immediately
prior to such acquisition, of the Voting Stock, shall not constitute a Change of Control; and provided, further that the acquisition of 50% or more of the Voting Stock pursuant to a transaction, the primary purpose of which was to effect an
equity financing of the Company, shall not constitute a Change of Control; or 
  

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 (b) Individuals who, as of the Effective Date, constitute the Board (the
“Incumbent Directors”) cease for any reason to constitute a majority of the members of this Board; provided that any individual who becomes a director after the Effective Date whose election or nomination for election by the
Company’s Shareholders was approved by a majority of the members of the Incumbent Directors (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened “election
contest” relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 under the Exchange Act)), “tender offer” (as such term is used in Section 14(d) of the Exchange Act) or a proposed
Merger (as defined below) shall be deemed to be members of the Incumbent Directors; or 
 (c) The consummation
of (i) a reorganization, merger or consolidation (any of the foregoing, a “Merger”), in each case, with respect to which the individuals and entities who were the beneficial owners of the Voting Stock immediately prior to such
Merger do not, following such Merger, beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock of the corporation resulting from the Merger (the “Resulting Corporation”) as a result of
the individuals’ and entities’ shareholdings in the Company immediately prior to the consummation of the Merger and without regard to any of the individual’s and entities’ shareholdings in the Resulting Corporation immediately
prior to the consummation of the Merger, (ii) a complete liquidation or dissolution of the Company or (iii) the sale or other disposition of all or substantially all of the assets of the Company, excluding a sale or other disposition of
assets to a subsidiary of the Company. 
 f. Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Board shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The Board in its sole discretion may provide for a Participant to have the right to exercise his or
her Award until fifteen (15) days prior to such transaction as to all of the shares of Common Stock covered by the Option or Award, including shares as to which the Option or Award would not otherwise be exercisable, which exercise may in the
sole discretion of the Board, be made subject to and conditioned upon the consummation of such proposed transaction. In addition, the Board may provide that any Company repurchase option applicable to any shares of Common Stock purchased upon
exercise of an Option or Award shall lapse as to all such shares of Common Stock, provided the proposed dissolution and liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Award
will terminate upon the consummation of such proposed action. 
 g. Assumption of Options Upon Certain Events. In
connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Board may grant Awards under the Plan in substitution for stock and stock-based awards issued by such
entity or an affiliate thereof. The substitute Awards shall be granted on such terms and conditions as the Board considers appropriate in the circumstances. 
  

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 h. Parachute Payments and Parachute Awards. Notwithstanding the provisions of
Section 7(e), if, in connection with a Change of Control described therein, a tax under Section 4999 of the Code would be imposed on the Participant (after taking into account the exceptions set forth in Sections 280G(b)(4) and
280G(b)(5) of the Code), then the number of Awards which shall become exercisable, realizable or vested as provided in such Section shall be reduced (or delayed), to the minimum extent necessary, so that no such tax would be imposed on the
Participant (the Awards not becoming so accelerated, realizable or vested, the “Parachute Awards”); provided, however, that if the “aggregate present value” of the Parachute Awards would exceed the tax that, but for this
sentence, would be imposed on the Participant under Section 4999 of the Code in connection with the Change of Control, then the Awards shall become immediately exercisable, realizable and vested without regard to the provisions of this
sentence. For purposes of the preceding sentence, the “aggregate present value” of an Award shall be calculated on an after-tax basis (other than taxes imposed by Section 4999 of the Code) and shall be based on economic principles
rather than the principles set forth under Section 280G of the Code and the regulations promulgated thereunder. All determinations required to be made under this Section 7(h) shall be made by the Company. 

i. Amendment of Awards. The Board may amend, modify or terminate any outstanding Award including, but not limited to, substituting
therefor another Award of the same or a different type, changing the date of exercise or realization, provided that the Participant’s consent to such action shall be required unless the Board determines that the action, taking into account any
related action, would not materially and adversely affect the Participant. 
 j. Conditions on Delivery of Stock. The
Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the
satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable
stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable
laws, rules or regulations. 
 k. Acceleration. The Board may at any time provide that any Options shall become
immediately exercisable in full or in part, that any Restricted Stock Awards shall be free of some or all restrictions, or that any other stock-based Awards may become exercisable in full or in part or free of some or all restrictions or conditions,
or otherwise realizable in full or in part, as the case may be, despite the fact that the foregoing actions may cause the application of Sections 280G and 4999 of the Code if a Change of Control of the Company occurs. In addition, the Board may, in
its sole discretion, and in all instances subject to any relevant tax and accounting considerations which may adversely impact or impair the Company, extend the dates during which all or any particular Options or Awards granted under the Plan may be
exercised. 
  

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 l. Time of Granting Awards. The grant of an Award shall, for all purposes, be the
date on which the Company completes the corporate action relating to the grant of such Award and all conditions to the grant have been satisfied, provided that conditions to the grant, exercise or vesting of an Award shall not defer the date of
grant. Notice of a grant shall be given to each Participant to whom an Award is so granted within a reasonable time after the determination has been made. 

8. Withholding. The Company shall have the right to deduct from payments of any kind otherwise due to the optionee or recipient of an Award any
federal, state or local taxes of any kind required by law to be withheld with respect to any shares issued upon exercise of Options under the Plan or the purchase of shares subject to the Award. Subject to the prior approval of the Company, which
may be withheld by the Company in its sole discretion, the optionee or recipient of an Award may elect to satisfy such obligation, in whole or in part, (a) by causing the Company to withhold shares of Common Stock otherwise issuable pursuant to
the exercise of an Option or the purchase of shares subject to an Award or (b) by delivering to the Company shares of Common Stock already owned by the optionee or Award recipient of an Award. The shares so delivered or withheld shall have a
Fair Market Value of the shares used to satisfy such withholding obligation as shall be determined by the Company as of the date that the amount of tax to be withheld is to be determined. An optionee or recipient of an Award who has made an election
pursuant to this Section may only satisfy his or her withholding obligation with shares of Common Stock which are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. 

9. Miscellaneous. 
 a.
Definitions. 
 i. “Company”, for purposes of eligibility under the Plan, shall include any present or
future subsidiary corporations of Global Power Equipment Group Inc., as defined in Section 424(f) of the Code (a “Subsidiary”), and any present or future parent corporation of Global Power Equipment Group Inc., as defined in
Section 424(e) of the Code. 
 ii. “Code” means the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder. 
 iii. “Effective Date” means the date the Plan is approved by the Board.

 b. No Rights As Stockholder. Subject to the provisions of the applicable Award, no Participant or Designated
Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder thereof. 

 

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 c. Compliance with Law. The Company shall not be required to sell or issue any shares
of Common Stock under any Award if the sale or issuance of such shares would constitute a violation by the Participant, any other individual exercising an Option, or the Company of any provision of any law or regulation of any governmental
authority, including without limitation any federal or state securities laws or regulation. If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of any share subject to an Award upon any
security exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares hereunder, no shares of Common Stock may be issued or sold to the Participant or any
other individual exercising an Option pursuant to such Award unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused
thereby shall in no way effect the date of termination of the Award. Any determination in this connection by the Board shall be final, binding and conclusive. The Company may, but shall in no event be obligated to, register any securities covered
hereby pursuant to the Securities Act. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option or the issuance of shares of Common Stock pursuant to the Plan to comply with any law or regulation
of any governmental authority. As to any jurisdiction that expressly imposes that a Option shall not be exercised until the shares of Common Stock covered by such Option are registered or exempt from registration, the exercise of such Option (under
circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned up on the effectiveness of such registration or availability of such an exemption. 

d. Effective Date and Term of Plan. The Plan shall become effective on the date on which it is adopted by the Board. No Awards
shall be granted under the Plan after the completion of ten years from the date on which the Plan was adopted by the Board, but Awards previously granted may extend beyond that date. 

e. Amendment of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time. 

f. Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with
the laws of the State of Delaware, without regard to any applicable conflicts of law principles. 
  

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	Available Shares:	 	1,500,000

  

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