Loop Media, Inc. 10-Q


Exhibit 10.2 


 


LOOP
MEDIA, INC.


 


2020
EQUITY INCENTIVE COMPENSATION PLAN


	1.	Purpose;
Eligibility



 


1.1       General
Purpose. The name of this plan is the Loop
Media, Inc. 2020 Equity Incentive Compensation Plan (the “Plan”). The purposes of the Plan are to: (a) enable
Loop Media, Inc., a Nevada corporation (the “Company”), and any Affiliate to attract and retain the types of
Employees, Consultants and Directors who will contribute to the Company’s long range success; (b) provide incentives that
align the interests of Employees, Consultants and Directors with those of the shareholders of the Company; and (c) promote the
success of the Company’s business.


1.2       Eligible
Award Recipients. The persons eligible to
receive Awards are the Employees, Consultants and Directors of the Company and its Affiliates and such other individuals designated
by the Committee who are reasonably expected to become Employees, Consultants and Directors after the receipt of Awards.


1.3       Available
Awards. Awards that may be granted under
the Plan include: (a) Incentive Stock Options; (b) Non-qualified Stock Options; (c) Stock Appreciation Rights; (d) Restricted
Awards; (e) Performance Share Awards; (f) Cash Awards; and (g) Other Equity-Based Awards.


	2.	Definitions
	 	 



“Affiliate”
means a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under
common control with, the Company.


“Applicable
Laws” means the requirements related to or implicated by the administration of the Plan under applicable state corporate
law, United States federal and state securities laws, the Code, any stock exchange or quotation system on which the shares of
Common Stock are listed or quoted, and the applicable laws of any foreign country or jurisdiction where Awards are granted under
the Plan.


“Award”
means any right granted under the Plan, including an Incentive Stock Option, a Non-qualified Stock Option, a Stock Appreciation
Right, a Restricted Award, a Performance Share Award, a Cash Award or an Other Equity-Based Award.


“Award
Agreement” means a written agreement, contract, certificate or other instrument or document evidencing the terms and
conditions of an individual Award granted under the Plan which may, in the discretion of the Company, be transmitted electronically
to any Participant. Each Award Agreement shall be subject to the terms and conditions of the Plan.


“Beneficial
Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating
the beneficial ownership of any particular Person, such Person shall be deemed to have beneficial ownership of all securities
that such Person has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable
or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned”
have a corresponding meaning.


“Board”
means the Board of Directors of the Company, as constituted at any time.



     


     


    




“Cash
Award” means an Award denominated in cash that is granted under Section 10
of the Plan.


“Cause”
means:


With
respect to any Employee or Consultant, unless the applicable Award Agreement states otherwise:


(a)
If the Employee or Consultant is a party to an employment or service agreement with the Company or its Affiliates and such agreement
provides for a definition of Cause, the definition contained therein; or


(b)
If no such agreement exists, or if such agreement does not define Cause: (i) the commission of, or plea of guilty or no contest
to, a felony or a crime involving fraud, deception, moral turpitude or the commission of any other act involving willful malfeasance
or fiduciary breach whether or not with respect to the Company or an Affiliate; (ii) conduct that brings or is reasonably likely
to bring the Company or an Affiliate negative publicity or into public disgrace, embarrassment, or disrepute; (iii) gross negligence
or willful misconduct with respect to the Company or an Affiliate; (iv) material violation of state or federal securities laws;
or (v) violation of the Company’s written policies or codes of conduct, including written policies related to discrimination,
harassment, performance of illegal or unethical activities, and ethical misconduct.


With
respect to any Director, unless the applicable Award Agreement states otherwise, a determination by a majority of the disinterested
Board members that the Director has engaged in any of the following:


(a)
malfeasance in office;


(b)
gross misconduct or neglect;


(c)
false or fraudulent misrepresentation inducing the director’s appointment;


(d)
willful conversion of corporate funds; or


(e)
repeated failure to participate in Board meetings on a regular basis despite having received proper notice of the meetings in
advance


The
Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant
has been discharged for Cause.


“Change
in Control”


(a)
The direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one
or a series of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries,
taken as a whole, to any Person that is not a subsidiary of the Company;


(b)
The Incumbent Directors cease for any reason to constitute at least a majority of the Board;



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(c)
The date which is ten business days prior to the consummation of a complete liquidation or dissolution of the Company;


(d)
The acquisition by any Person of Beneficial Ownership of 50% or more (on a fully diluted basis) of either: (i) the then outstanding
shares of Common Stock of the Company, taking into account as outstanding for this purpose such Common Stock issuable upon the
exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire
such Common Stock (the “Outstanding Company Common Stock”); or (ii) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting
Securities”); provided, however, that for purposes of this Plan, the following acquisitions shall not constitute
a Change in Control: (A) any acquisition by the Company or any Affiliate; (B) any acquisition by any employee benefit plan sponsored
or maintained by the Company or any subsidiary; (C) any acquisition which complies with clauses, (i), (ii) and (iii) of subsection
(e) of this definition; or (D) in respect of an Award held by a particular Participant, any acquisition by the Participant or
any group of persons including the Participant (or any entity controlled by the Participant or any group of persons including
the Participant); or


(e)
The consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction
involving the Company that requires the approval of the Company’s shareholders, whether for such transaction or the issuance
of securities in the transaction (a “Business Combination”), unless immediately following such Business
Combination: (i) more than 50% of the total voting power of: (A) the entity resulting from such Business Combination (the
“Surviving Company”); or (B) if applicable, the ultimate parent entity that directly or indirectly has beneficial
ownership of sufficient voting securities eligible to elect a majority of the members of the board of directors (or the analogous
governing body) of the Surviving Company (the “Parent Company”), is represented by the Outstanding Company
Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares
into which the Outstanding Company Voting Securities were converted pursuant to such Business Combination), and such voting power
among the holders thereof is in substantially the same proportion as the voting power of the Outstanding Company Voting Securities
among the holders thereof immediately prior to the Business Combination; (ii) no Person (other than any employee benefit plan
sponsored or maintained by the Surviving Company or the Parent Company) is or becomes the Beneficial Owner, directly or indirectly,
of 50% or more of the total voting power of the outstanding voting securities eligible to elect members of the board of directors
of the Parent Company (or the analogous governing body) (or, if there is no Parent Company, the Surviving Company); and (iii)
at least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if there
is no Parent Company, the Surviving Company) following the consummation of the Business Combination were Board members at the
time of the Board’s approval of the execution of the initial agreement providing for such Business Combination.


“Code”
means the Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall
be deemed to include a reference to any regulations promulgated thereunder.



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“Committee”
means a committee of one or more members of the Board appointed by the Board to administer the Plan in accordance with Section
3.3 and Section 3.4.


“Common
Stock” means the common stock, $0.0001 par value per share, of the Company, or such other securities of the Company
as may be designated by the Committee from time to time in substitution thereof.


“Company”
has the meaning set forth in Section 1.1.


“Consultant”
means any individual or entity which performs bona fide services to the Company or an Affiliate, other than as an Employee or
Director, and who may be offered securities registerable pursuant to a registration statement on Form S-8 under the Securities
Act.


“Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Consultant
or Director, is not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated
merely because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee,
Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is
no interruption or termination of the Participant’s Continuous Service; provided further that if any Award is subject
to Section 409A of the Code, this sentence shall only be given effect to the extent consistent with Section 409A of the Code.
For example, a change in status from an Employee of the Company to a Director of an Affiliate will not constitute an interruption
of Continuous Service. The Committee or its delegate, in its sole discretion, may determine whether Continuous Service shall be
considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any
other personal or family leave of absence. The Committee or its delegate, in its sole discretion, may determine whether a Company
transaction, such as a sale or spin-off of a division or subsidiary that employs a Participant, shall be deemed to result in a
termination of Continuous Service for purposes of affected Awards, and such decision shall be final, conclusive and binding.


“Deferred
Stock Units (DSUs)” has the meaning set forth in Section 8.1(b) hereof.


“Director”
means a member of the Board.


“Disability”
means, unless the applicable Award Agreement says otherwise, that the Participant is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment; provided, however, for purposes of determining
the term of an Incentive Stock Option pursuant to Section 6.10 hereof, the term
Disability shall have the meaning ascribed to it under Section 22(e)(3) of the Code. The determination of whether an individual
has a Disability shall be determined under procedures established by the Committee. Except in situations where the Committee is
determining Disability for purposes of the term of an Incentive Stock Option pursuant to Section 6.10
hereof within the meaning of Section 22(e)(3) of the Code, the Committee may rely on any determination that a Participant
is disabled for purposes of benefits under any long-term disability plan maintained by the Company or any Affiliate in which a
Participant participates.


“Disqualifying
Disposition” has the meaning set forth in Section 17.12.


“Effective
Date” shall mean January 29, 2020.



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“Employee”
means any person, including an Officer or Director, employed by the Company or an Affiliate; provided, that, for purposes
of determining eligibility to receive Incentive Stock Options, an Employee shall mean an employee of the Company or a parent or
subsidiary corporation within the meaning of Section 424 of the Code. Mere service as a Director or payment of a director’s
fee by the Company or an Affiliate shall not be sufficient to constitute “employment” by the Company or an Affiliate.


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


“Fair
Market Value” means, as of any date, the value of the Common Stock as determined below. If the Common Stock is listed
on any established stock exchange or a national market system, or is the subject of broker-dealer quotes on an SEC-registered
Alternative Trading System, the Fair Market Value shall be the closing price of a share of Common Stock (or if no sales were reported
the closing price on the date immediately preceding such date) as quoted on such exchange or system on the day of determination,
as reported by such exchange or system. In the absence of an established market for the Common Stock, the Fair Market Value shall
be determined in good faith by the Committee and such determination shall be conclusive and binding on all persons.


“Fiscal
Year” means the Company’s fiscal year.


“Free
Standing Rights” has the meaning set forth in Section 7.


“Good
Reason” means, unless the applicable Award Agreement states otherwise:


(a)
If an Employee or Consultant is a party to an employment or service agreement with the Company or its Affiliates and such agreement
provides for a definition of Good Reason, the definition contained therein; or


(b)
If no such agreement exists or if such agreement does not define Good Reason, the occurrence of one or more of the following without
the Participant’s express written consent, which circumstances are not remedied by the Company within 30 days of its receipt
of a written notice from the Participant describing the applicable circumstances (which notice must be provided by the Participant
within 90 days of the Participant’s knowledge of the applicable circumstances): (i) any material, adverse change in the
Participant’s duties or responsibilities; provided, that, neither a mere change in title alone nor reassignment following
a Change in Control to a position that is substantially similar to the position held prior to the transaction shall constitute
Good Reason; or (ii) a material reduction in the Participant’s base salary, unless such reduction affects all similarly
situated employees; provided, however, that in order for circumstances to provide Good Reason for Participant’s resignation,
Participant must resign within six months after the initial occurrence of the circumstance giving rise to Good Reason. The determination
as to whether a Participant has resigned for Good Reason shall be made in good faith by the Committee and shall be final and binding
on the Participant. The term “Company” will be interpreted to include the Company and any subsidiary, parent entity
and Affiliate of the Company, or any successor entity thereto.


“Grant
Date” means the date on which the Committee adopts a resolution, or takes other appropriate action, expressly granting
an Award to a Participant that specifies the key terms and conditions of the Award or, if a later date is set forth in such resolution,
then such date as is set forth in such resolution.



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“Incentive
Stock Option” means an Option that is designated by the Committee as an incentive stock option within the meaning of
Section 422 of the Code and that meets the requirements set out in the Plan.


“Incumbent
Directors” means individuals who, on the Effective Date, constitute the Board, provided that any individual becoming
a Director subsequent to the Effective Date whose election or nomination for election to the Board was approved by a vote of at
least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement
of the Company in which such person is named as a nominee for Director without objection to such nomination) shall be an Incumbent
Director. No individual initially elected or nominated as a director of the Company as a result of an actual or threatened election
contest with respect to Directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of
any person other than the Board shall be an Incumbent Director.


“Non-Employee
Director” means a Director who is a “non-employee director” within the meaning of Rule 16b-3.


“Non-qualified
Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock
Option.


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


“Option”
means an Incentive Stock Option or a Non-qualified Stock Option granted pursuant to the Plan.


“Optionholder”
means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding
Option.


“Option
Exercise Price” means the price at which a share of Common Stock may be purchased upon the exercise of an Option.


“Other
Equity-Based Award” means an Award that is not an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock
Unit, or Performance Share Award that is granted under Section 10 and is payable
by delivery of Common Stock and/or which is measured by reference to the value of Common Stock.


“Participant”
means an eligible person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding
Award.


“Performance
Goals” means, for a Performance Period, the one or more goals established by the Committee for the Performance Period
based upon business criteria or other performance measures determined by the Committee in its discretion.


“Performance
Period” means the one or more periods of time not less than one fiscal quarter in duration, as the Committee may select,
over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s
right to and the payment of a Performance Share Award or a Cash Award.



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“Performance
Share Award” means any Award granted pursuant to Section 9 hereof.


“Performance
Share” means the grant of a right to receive a number of actual shares of Common Stock or share units based upon the
performance of the Company during a Performance Period, as determined by the Committee.


“Permitted
Transferee” means: (a) a member of the Optionholder’s immediate family (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 Optionholder’s household (other
than a tenant or employee), a trust in which these persons have more than 50% of the beneficial interest, a foundation in which
these persons (or the Optionholder) control the management of assets, and any other entity in which these persons (or the Optionholder)
own more than 50% of the voting interests; (b) third parties designated by the Committee in connection with a program established
and approved by the Committee pursuant to which Participants may receive a cash payment or other consideration in consideration
for the transfer of a Non-qualified Stock Option; and (c) such other transferees as may be permitted by the Committee in its sole
discretion.


“Person”
means a person as defined in Section 13(d)(3) of the Exchange Act.


“Plan”
has the meaning set forth in Section 1.1, as such may be amended and/or amended and restated from time to time.


“Related
Rights” has the meaning set forth in Section 7.


“Restricted
Award” means any Award granted pursuant to Section 8.


“Restricted
Period” has the meaning set forth in Section 8.


“Rule
16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to
time.


“Securities
Act” means the Securities Act of 1933, as amended.


“SEC”
means the U.S. Securities Exchange Commission.


“Stock
Appreciation Right” means the right pursuant to an Award granted under Section 7
to receive, upon exercise, an amount payable in cash or shares equal to the number of shares subject to the Stock Appreciation
Right that is being exercised multiplied by the excess of (a) the Fair Market Value of a share of Common Stock on the date the
Award is exercised, over (b) the exercise price specified in the Stock Appreciation Right Award Agreement.


“Stock
for Stock Exchange” has the meaning set forth in Section 6.4.


“Substitute
Award” has the meaning set forth in Section 4.6.


“Ten
Percent Shareholder” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing
more than 10% of the total combined voting power of all classes of stock of the Company or of any of its Affiliates.



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“Total
Share Reserve” has the meaning set forth in Section 4.1.


	3.	Administration.
	 	 



3.1          Authority
of Committee. The Plan shall be administered
by the Committee or, in the Board’s sole discretion, by the Board. Subject to the terms of the Plan, the Committee’s
charter and Applicable Laws, and in addition to other express powers and authorization conferred by the Plan, the Committee shall
have the authority:


(a)       to
construe and interpret the Plan and apply its provisions;


(b)       to
promulgate, amend, and rescind rules and regulations relating to the administration of the Plan;


(c)       to
authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;


(d)       to
delegate its authority to one or more Officers of the Company with respect to Awards that do not involve “insiders”
within the meaning of Section 16 of the Exchange Act;


(e)       to
determine when Awards are to be granted under the Plan and the applicable Grant Date;


(f)       from
time to time to select, subject to the limitations set forth in this Plan, those eligible Award recipients to whom Awards shall
be granted;


(g)       to
determine the number of shares of Common Stock to be made subject to each Award;


(h)       to
determine whether each Option is to be an Incentive Stock Option or a Non-qualified Stock Option;


(i)       to
prescribe the terms and conditions of each Award, including, without limitation, the exercise price and medium of payment and
vesting provisions, and to specify the provisions of the Award Agreement relating to such grant;


(j)       to
determine the target number of Performance Shares to be granted pursuant to a Performance Share Award, the performance measures
that will be used to establish the Performance Goals, the Performance Period(s) and the number of Performance Shares earned by
a Participant;


(k)       to
amend any outstanding Awards, including for the purpose of modifying the time or manner of vesting, or the term of any outstanding
Award; provided, however, that if any such amendment impairs a Participant’s rights or increases a Participant’s
obligations under his or her Award or creates or increases a Participant’s federal income tax liability with respect to
an Award, such amendment shall also be subject to the Participant’s consent;


(l)       to
determine the duration and purpose of leaves of absences which may be granted to a Participant without constituting termination
of their employment for purposes of the Plan, which periods shall be no shorter than the periods generally applicable to Employees
under the Company’s employment policies;



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(m)       to
make decisions with respect to outstanding Awards that may become necessary upon a change in corporate control or an event that
triggers anti-dilution adjustments;


(n)       to
interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument
or agreement relating to, or Award granted under, the Plan; and


(o)       to
exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration
of the Plan.


The
Committee also may modify the purchase price or the exercise price of any outstanding Award, provided that if the modification
effects a repricing, shareholder approval shall be required before the repricing is effective.


3.2         Committee
Decisions Final. All decisions made by the
Committee pursuant to the provisions of the Plan shall be final and binding on the Company and the Participants, unless such decisions
are determined by a court having jurisdiction to be arbitrary and capricious.


3.3         Delegation.
The Committee or, if no Committee has been appointed, the Board may delegate administration of the Plan to a committee or committees
of one or more members of the Board, and the term “Committee” shall apply to any person or persons to whom
such authority has been delegated. The Committee shall have the power to delegate to a subcommittee any of the administrative
powers the Committee is authorized to exercise (and references in this Plan to the Board or the Committee shall thereafter be
to the committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as
may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration
of the Plan. The members of the Committee shall be appointed by and serve at the pleasure of the Board. From time to time, the
Board may increase or decrease the size of the Committee, add additional members to, remove members (with or without cause) from,
appoint new members in substitution therefor, and fill vacancies, however caused, in the Committee. The Committee shall act pursuant
to a vote of the majority of its members or, in the case of a Committee comprised of only two members, the unanimous consent of
its members, whether present or not, or by the written consent of the majority of its members and minutes shall be kept of all
of its meetings and copies thereof shall be provided to the Board. Subject to the limitations prescribed by the Plan and the Board,
the Committee may establish and follow such rules and regulations for the conduct of its business as it may determine to be advisable.


3.4         Committee
Composition. Except as otherwise determined
by the Board, the Committee shall consist solely of two or more Non-Employee Directors. The Board shall have discretion to determine
whether or not it intends to comply with the exemption requirements of Rule 16b-3. However, if the Board intends to satisfy such
exemption requirements, with respect to any insider subject to Section 16 of the Exchange Act, the Committee shall be a compensation
committee of the Board that at all times consists solely of two or more Non-Employee Directors. Within the scope of such authority,
the Board or the Committee may delegate to a committee of one or more members of the Board who are not Non-Employee Directors
the authority to grant Awards to eligible persons who are not then subject to Section 16 of the Exchange Act. Nothing herein shall
create an inference that an Award is not validly granted under the Plan in the event Awards are granted under the Plan by a compensation
committee of the Board that does not at all times consist solely of two or more Non-Employee Directors.


3.5         Indemnification.
In addition to such other rights of indemnification as they may have as Directors or members of the Committee, and to the extent
allowed by Applicable Laws, the Committee shall be indemnified by the Company against the reasonable expenses, including attorney’s
fees, actually incurred in connection with any action, suit or proceeding or in connection with any appeal therein, to which the
Committee may be party by reason of any action taken or failure to act under or in connection with the Plan or any Award granted
under the Plan, and against all amounts paid by the Committee in settlement thereof (provided, however, that the settlement
has been approved by the Company, which approval shall not be unreasonably withheld) or paid by the Committee in satisfaction
of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action,
suit or proceeding that such Committee did not act in good faith and in a manner which such person reasonably believed to be in
the best interests of the Company, or in the case of a criminal proceeding, had no reason to believe that the conduct complained
of was unlawful; provided, however, that within 60 days after the institution of any such action, suit or proceeding, such
Committee shall, in writing, offer the Company the opportunity at its own expense to handle and defend such action, suit or proceeding.



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	4.	Shares
Subject to the Plan
	 	 



4.1       Subject
to adjustment in accordance with Section 14, no more than 12,000,000 shares of Common Stock shall be available for the grant of
Awards under the Plan (the “Total Share Reserve”). During the terms of the
Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Awards.


4.2       Shares
of Common Stock available for distribution under the Plan may consist, in whole or in part, of authorized and unissued shares,
treasury shares or shares reacquired by the Company in any manner.


4.3       Subject
to adjustment in accordance with Section 14, no more than 10,000,000 shares of Common Stock may be issued in the aggregate pursuant
to the exercise of Incentive Stock Options (the “ISO Limit”).


4.4       The
maximum number of shares of Common Stock subject to Awards granted during a single Fiscal Year to any Director, together with
any cash fees paid to such Director during the Fiscal Year shall not exceed a total value of $50,000 (calculating the value of
any Awards based on the grant date fair value for financial reporting purposes).


4.5       Any
shares of Common Stock subject to an Award that expires or is canceled, forfeited, or terminated without issuance of the full
number of shares of Common Stock to which the Award related will again be available for issuance under the Plan. Notwithstanding
anything to the contrary contained herein: shares subject to an Award under the Plan shall not again be made available for issuance
or delivery under the Plan if such shares are: (a) shares tendered in payment of an Option; (b) shares delivered or withheld by
the Company to satisfy any tax withholding obligation; or (c) shares covered by a stock-settled Stock Appreciation Right or other
Awards that were not issued upon the settlement of the Award.


4.6       Awards
may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding
awards previously granted by an entity acquired by the Company or with which the Company combines (“Substitute
Awards”). Substitute Awards shall not be counted against the Total Share Reserve; provided, that, Substitute
Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as Incentive
Stock Options shall be counted against the ISO limit. Subject to applicable stock exchange requirements, available shares under
a shareholder-approved plan of an entity directly or indirectly acquired by the Company or with which the Company combines (as
appropriately adjusted to reflect such acquisition or transaction) may be used for Awards under the Plan and shall not count toward
the Total Share Limit.



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	5.	Eligibility.
	 	 



5.1       Eligibility
for Specific Awards. Incentive Stock Options
may be granted only to Employees. Awards other than Incentive Stock Options may be granted to Employees, Consultants and Directors.


5.2       Ten
Percent Shareholders. A Ten Percent Shareholder
shall not be granted an Incentive Stock Option unless the Option Exercise Price is at least 110% of the Fair Market Value of the
Common Stock on the Grant Date and the Option is not exercisable after the expiration of five years from the Grant Date.


6.            Option
Provisions. Each Option granted under
the Plan shall be evidenced by an Award Agreement. Each Option so granted shall be subject to the conditions set forth in this
Section 6, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement.
All Options shall be separately designated Incentive Stock Options or Non-qualified Stock Options at the time of grant, and, if
certificates are issued, a separate certificate or certificates will be issued for shares of Common Stock purchased on exercise
of each type of Option. Notwithstanding the foregoing, the Company shall have no liability to any Participant or any other person
if an Option designated as an Incentive Stock Option fails to qualify as such at any time or if an Option is determined to constitute
“nonqualified deferred compensation” within the meaning of Section 409A of the Code and the terms of such Option do
not satisfy the requirements of Section 409A of the Code. The provisions of separate Options need not be identical, but each Option
shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the
following provisions:


6.1       Term.
Subject to the provisions of Section 5.2 regarding Ten Percent Shareholders,
no Incentive Stock Option shall be exercisable after the expiration of ten years from the Grant Date. The term of a Non-qualified
Stock Option granted under the Plan shall be determined by the Committee; provided, however, no Non-qualified Stock Option
shall be exercisable after the expiration of ten years from the Grant Date.


6.2       Exercise
Price of an Incentive Stock Option. Subject
to the provisions of Section 5.2 regarding Ten Percent Shareholders, the Option
Exercise Price of each Incentive Stock Option shall be not less than 100% of the Fair Market Value of the Common Stock subject
to the Option on the Grant Date. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an Option Exercise
Price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution
for another option in a manner satisfying the provisions of Section 424(a) of the Code.


6.3       Exercise
Price of a Non-qualified Stock Option. The
Option Exercise Price of each Non-qualified Stock Option shall be not less than 100% of the Fair Market Value of the Common Stock
subject to the Option on the Grant Date. Notwithstanding the foregoing, a Non-qualified Stock Option may be granted with an Option
Exercise Price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution
for another option in a manner satisfying the provisions of Section 409A of the Code.


6.4       Consideration.
The Option Exercise Price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable
statutes and regulations, either: (a) in cash or by certified or bank check at the time the Option is exercised; or (b) in the
discretion of the Committee, upon such terms as the Committee shall approve, the Option Exercise Price may be paid: (i) by delivery
to the Company of other Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery
equal to the Option Exercise Price (or portion thereof) due for the number of shares being acquired, or by means of attestation
whereby the Participant identifies for delivery specific shares of Common Stock that have an aggregate Fair Market Value on the
date of attestation equal to the Option Exercise Price (or portion thereof) and receives a number of shares of Common Stock equal
to the difference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock
(a “Stock for Stock Exchange”); (ii) a “cashless” exercise program established with a broker; (iii)
by reduction in the number of shares of Common Stock otherwise deliverable upon exercise of such Option with a Fair Market Value
equal to the aggregate Option Exercise Price at the time of exercise; (iv) by any combination of the foregoing methods; or (v)
in any other form of legal consideration that may be acceptable to the Committee. Unless otherwise specifically provided in the
Option, the exercise price of Common Stock acquired pursuant to an Option that is paid by delivery (or attestation) to the Company
of other Common Stock acquired, directly or indirectly from the Company, shall be paid only by shares of the Common Stock of the
Company that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings
for financial accounting purposes). Notwithstanding the foregoing, during any period for which the Common Stock is publicly traded
(i.e., the Common Stock is listed on any established stock exchange or a national market system) an exercise by a Director or
Officer that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit by the
Company, directly or indirectly, in violation of Section 402(a) of the Sarbanes-Oxley Act of 2002 shall be prohibited with respect
to any Award under this Plan.



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6.5       Transferability
of an Incentive Stock Option. An Incentive
Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during
the lifetime of the Optionholder only by the Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering
written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of
the Optionholder, shall thereafter be entitled to exercise the Option.


6.6       Transferability
of a Non-qualified Stock Option. A Non-qualified
Stock Option may, in the sole discretion of the Committee, be transferable to a Permitted Transferee, upon written approval by
the Committee to the extent provided in the Award Agreement. If the Non-qualified Stock Option does not provide for transferability,
then the Non-qualified Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall
be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the foregoing, the Optionholder
may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event
of the death of the Optionholder, shall thereafter be entitled to exercise the Option.


6.7       Vesting
of Options. Each Option may, but need not,
vest and therefore become exercisable in periodic installments that may, but need not, be equal. The Option may be subject to
such other terms and conditions on the time or times when it may be exercised (which may be based on performance or other criteria)
as the Committee may deem appropriate. The vesting provisions of individual Options may vary. No Option may be exercised for a
fraction of a share of Common Stock. The Committee may, but shall not be required to, provide for an acceleration of vesting and
exercisability in the terms of any Award Agreement upon the occurrence of a specified event.


6.8       Termination
of Continuous Service. Unless otherwise provided
in an Award Agreement or in an employment agreement the terms of which have been approved by the Committee, in the event an Optionholder’s
Continuous Service terminates (other than upon the Optionholder’s death or Disability), the Optionholder may exercise his
or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination) but only
within such period of time ending on the earlier of: (a) the date three months following the termination of the Optionholder’s
Continuous Service; or (b) the expiration of the term of the Option as set forth in the Award Agreement; provided that,
if the termination of Continuous Service is by the Company for Cause, all outstanding Options (whether or not vested) shall immediately
terminate and cease to be exercisable. If, after termination, the Optionholder does not exercise his or her Option within the
time specified in the Award Agreement, the Option shall terminate.



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6.9       Extension
of Termination Date. An Optionholder’s
Award Agreement may also provide that if the exercise of the Option following the termination of the Optionholder’s Continuous
Service for any reason would be prohibited at any time because the issuance of shares of Common Stock would violate the registration
requirements under the Securities Act or any other state or federal securities law or the rules of any securities exchange or
interdealer quotation system, then the Option shall terminate on the earlier of: (a) the expiration of the term of the Option
in accordance with Section 6.1; or (b) the expiration of a period after termination
of the Participant’s Continuous Service that is three months after the end of the period during which the exercise of the
Option would be in violation of such registration or other securities law requirements.


6.10       Disability
of Optionholder. Unless otherwise provided
in an Award Agreement, in the event that an Optionholder’s Continuous Service terminates as a result of the Optionholder’s
Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such
Option as of the date of termination), but only within such period of time ending on the earlier of: (a) the date 12 months following
such termination; or (b) the expiration of the term of the Option as set forth in the Award Agreement. If, after termination,
the Optionholder does not exercise his or her Option within the time specified herein or in the Award Agreement, the Option shall
terminate.


6.11       Death
of Optionholder. Unless otherwise provided
in an Award Agreement, in the event an Optionholder’s Continuous Service terminates as a result of the Optionholder’s
death, then the Option may be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of
death) by the Optionholder’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance
or by a person designated to exercise the Option upon the Optionholder’s death, but only within the period ending on the
earlier of: (a) the date 12 months following the date of death; or (b) the expiration of the term of such Option as set forth
in the Award Agreement. If, after the Optionholder’s death, the Option is not exercised within the time specified herein
or in the Award Agreement, the Option shall terminate.


6.12       Incentive
Stock Option $100,000 Limitation. To the
extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive
Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company
and its Affiliates) exceeds $100,000, the Options or portions thereof which exceed such limit (according to the order in which
they were granted) shall be treated as Non-qualified Stock Options.


7.            Stock
Appreciation Rights. Each Stock Appreciation Right granted under the Plan shall be evidenced by an Award Agreement.
Each Stock Appreciation Right so granted shall be subject to the conditions set forth in this Section 7, and to such other conditions
not inconsistent with the Plan as may be reflected in the applicable Award Agreement. Stock Appreciation Rights may be granted
alone (“Free Standing Rights”) or in tandem with an Option granted under the Plan (“Related Rights”).


7.1       Grant
Requirements for Related Rights. Any Related
Right that relates to a Non-qualified Stock Option may be granted at the same time the Option is granted or at any time thereafter
but before the exercise or expiration of the Option. Any Related Right that relates to an Incentive Stock Option must be granted
at the same time the Incentive Stock Option is granted.



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7.2       Term.
The term of a Stock Appreciation Right granted under the Plan shall be determined by the Committee; provided, however,
no Stock Appreciation Right shall be exercisable later than the tenth anniversary of the Grant Date.


7.3       Vesting.
Each Stock Appreciation Right may, but need not, vest and therefore become exercisable in periodic installments that
may, but need not, be equal. The Stock Appreciation Right may be subject to such other terms and conditions on the time or times
when it may be exercised as the Committee may deem appropriate. The vesting provisions of individual Stock Appreciation Rights
may vary. No Stock Appreciation Right may be exercised for a fraction of a share of Common Stock. The Committee may, but shall
not be required to, provide for an acceleration of vesting and exercisability in the terms of any Stock Appreciation Right upon
the occurrence of a specified event.


7.4       Exercise
and Payment. Upon exercise of a Stock Appreciation Right, the holder shall be entitled to receive from the Company
an amount equal to the number of shares of Common Stock subject to the Stock Appreciation Right that is being exercised multiplied
by the excess of: (a) the Fair Market Value of a share of Common Stock on the date the Award is exercised; over (b) the exercise
price specified in the Stock Appreciation Right or related Option. Payment with respect to the exercise of a Stock Appreciation
Right shall be made on the date of exercise. Payment shall be made in the form of shares of Common Stock (with or without restrictions
as to substantial risk of forfeiture and transferability, as determined by the Committee in its sole discretion), cash or a combination
thereof, as determined by the Committee.


7.5       Exercise
Price. The exercise price of a Free Standing Right shall be determined by the Committee, but shall not be less than
100% of the Fair Market Value of one share of Common Stock on the Grant Date of such Stock Appreciation Right. A Related Right
granted simultaneously with or subsequent to the grant of an Option and in conjunction therewith or in the alternative thereto
shall have the same exercise price as the related Option, shall be transferable only upon the same terms and conditions as the
related Option, and shall be exercisable only to the same extent as the related Option; provided, however, that a Stock
Appreciation Right, by its terms, shall be exercisable only when the Fair Market Value per share of Common Stock subject to the
Stock Appreciation Right and related Option exceeds the exercise price per share thereof and no Stock Appreciation Rights may
be granted in tandem with an Option unless the Committee determines that the requirements of Section 7.1 are satisfied.


7.6       Reduction
in the Underlying Option Shares. Upon any exercise of a Related Right, the number of shares of Common Stock for which
any related Option shall be exercisable shall be reduced by the number of shares for which the Stock Appreciation Right has been
exercised. The number of shares of Common Stock for which a Related Right shall be exercisable shall be reduced upon any exercise
of any related Option by the number of shares of Common Stock for which such Option has been exercised.


8.           Restricted
Awards.
A Restricted Award is an Award of actual shares
of Common Stock (“Restricted Stock”) or hypothetical Common Stock units (“Restricted Stock Units”)
having a value equal to the Fair Market Value of an identical number of shares of Common Stock, which may, but need not, provide
that such Restricted Award may not be sold, assigned, transferred or otherwise disposed of, pledged or hypothecated as collateral
for a loan or as security for the performance of any obligation or for any other purpose for such period (the “Restricted
Period”) as the Committee shall determine. Each Restricted Award granted under the Plan shall be evidenced by an Award
Agreement. Each Restricted Award so granted shall be subject to the conditions set forth in this Section 8, and to such other
conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. No Restricted Award may be granted
or settled for a fraction of a share of Common Stock.



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8.1          Restricted
Stock and Restricted Stock Units.


(a)       Each
Participant granted Restricted Stock shall execute and deliver to the Company an Award Agreement with respect to the Restricted
Stock setting forth the restrictions and other terms and conditions applicable to such Restricted Stock. If the Committee determines
that the Restricted Stock shall be held by the Company or in escrow rather than delivered to the Participant pending the release
of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company:
(i) an escrow agreement satisfactory to the Committee, if applicable; and (ii) the appropriate blank stock power with respect
to the Restricted Stock covered by such agreement. If a Participant fails to execute an agreement evidencing an Award of Restricted
Stock and, if applicable, an escrow agreement and stock power, the Award shall be null and void. Subject to the restrictions set
forth in the Award, the Participant generally shall have the rights and privileges of a shareholder as to such Restricted Stock,
including the right to vote such Restricted Stock and the right to receive dividends; provided that, any cash dividends
and stock dividends with respect to the Restricted Stock shall be withheld by the Company for the Participant’s account,
and interest may be credited on the amount of the cash dividends withheld at a rate and subject to such terms as determined by
the Committee. The cash dividends or stock dividends so withheld by the Committee and attributable to any particular share of
Restricted Stock (and earnings thereon, if applicable) shall be distributed to the Participant in cash or, at the discretion of
the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends, if applicable, upon
the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends.


(b)       The
terms and conditions of a grant of Restricted Stock Units shall be reflected in an Award Agreement. No shares of Common Stock
shall be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside funds for the
payment of any such Award. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder.
The Committee may also grant Restricted Stock Units with a deferral feature, whereby settlement is deferred beyond the vesting
date until the occurrence of a future payment date or event set forth in an Award Agreement (“Deferred Stock Units”).
At the discretion of the Committee, each Restricted Stock Unit or Deferred Stock Unit (representing one share of Common Stock)
may be credited with an amount equal to the cash and stock dividends paid by the Company in respect of one share of Common Stock
(“Dividend Equivalents”). Dividend Equivalents will be deemed re-invested in additional Restricted Stock Units
or Deferred Stock Units based on the Fair Market Value of a share of Common Stock on the applicable dividend payment date and
rounded down to the nearest whole share.


8.2          Restrictions.


(a)       Restricted
Stock awarded to a Participant shall be subject to the following restrictions until the expiration of the Restricted Period, and
to such other terms and conditions as may be set forth in the applicable Award Agreement: (i) if an escrow arrangement is used,
the Participant shall not be entitled to delivery of the stock certificate; (ii) the shares shall be subject to the restrictions
on transferability set forth in the Award Agreement; (iii) the shares shall be subject to forfeiture to the extent provided in
the applicable Award Agreement; and (iv) to the extent such shares are forfeited, the stock certificates shall be returned to
the Company, and all rights of the Participant to such shares and as a shareholder with respect to such shares shall terminate
without further obligation on the part of the Company.



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(b)       Restricted
Stock Units and Deferred Stock Units awarded to any Participant shall be subject to: (i) forfeiture until the expiration of the
Restricted Period, and satisfaction of any applicable Performance Goals during such period, to the extent provided in the applicable
Award Agreement, and to the extent such Restricted Stock Units or Deferred Stock Units are forfeited, all rights of the Participant
to such Restricted Stock Units or Deferred Stock Units shall terminate without further obligation on the part of the Company;
and (ii) such other terms and conditions as may be set forth in the applicable Award Agreement.


(c)       The
Committee shall have the authority to remove any or all of the restrictions on the Restricted Stock, Restricted Stock Units and
Deferred Stock Units whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances
arising after the date the Restricted Stock or Restricted Stock Units or Deferred Stock Units are granted, such action is appropriate.


8.3          Restricted
Period. With respect to Restricted Awards, the Restricted Period shall commence on the Grant Date and end at the time
or times set forth on a schedule established by the Committee in the applicable Award Agreement. The Committee may, but shall
not be required to, provide for an acceleration of vesting in the terms of any Award Agreement upon the occurrence of a specified
event.


8.4          Delivery
of Restricted Stock and Settlement of Restricted Stock Units. Upon the expiration of the Restricted Period with respect
to any shares of Restricted Stock, the restrictions set forth in Section 8.2
and the applicable Award Agreement shall be of no further force or effect with respect to such shares, except as set forth in
the applicable Award Agreement. If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant,
or his or her beneficiary, without charge, the stock certificate evidencing the shares of Restricted Stock which have not then
been forfeited and with respect to which the Restricted Period has expired (to the nearest full share) and any cash dividends
or stock dividends credited to the Participant’s account with respect to such Restricted Stock and the interest thereon,
if any. Upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, or at the expiration
of the deferral period with respect to any outstanding Deferred Stock Units, the Company shall deliver to the Participant, or
his or her beneficiary, without charge, one share of Common Stock for each such outstanding vested Restricted Stock Unit or Deferred
Stock Unit (“Vested Unit”) and cash equal to any Dividend Equivalents credited with respect to each such Vested
Unit in accordance with Section 8.1(b) hereof and the interest thereon or, at
the discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to such Dividend Equivalents and the
interest thereon, if any; provided, however, that, if explicitly provided in the applicable Award Agreement, the Committee
may, in its sole discretion, elect to pay cash or part cash and part Common Stock in lieu of delivering only shares of Common
Stock for Vested Units. If a cash payment is made in lieu of delivering shares of Common Stock, the amount of such payment shall
be equal to the Fair Market Value of the Common Stock as of the date on which the Restricted Period lapsed in the case of Restricted
Stock Units, or the delivery date in the case of Deferred Stock Units, with respect to each Vested Unit.


8.5          Stock
Restrictions. Each certificate representing Restricted Stock awarded under the Plan shall bear a legend in such form
as the Company deems appropriate.


9.            Performance
Share Awards.
Each Performance Share Award granted under the
Plan shall be evidenced by an Award Agreement. Each Performance Share Award so granted shall be subject to the conditions set
forth in this Section 9, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award
Agreement. The Committee shall have the discretion to determine: (a) the number of shares of Common Stock or stock-denominated
units subject to a Performance Share Award granted to any Participant; (b) the Performance Period applicable to any Award; (c)
the conditions that must be satisfied for a Participant to earn an Award; and (d) the other terms, conditions and restrictions
of the Award.



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9.1       Earning
Performance Share Awards The number of Performance Shares earned by a Participant will depend on the extent to which
the performance goals established by the Committee are attained within the applicable Performance Period, as determined by the
Committee.


10.          Other
Equity-Based Awards and Cash Awards. The
Committee may grant Other Equity-Based Awards, either alone or in tandem with other Awards, in such amounts and subject to such
conditions as the Committee shall determine in its sole discretion. Each Equity-Based Award shall be evidenced by an Award Agreement
and shall be subject to such conditions, not inconsistent with the Plan, as may be reflected in the applicable Award Agreement.
The Committee may grant Cash Awards in such amounts and subject to such Performance Goals, other vesting conditions, and such
other terms as the Committee determines in its discretion. Cash Awards shall be evidenced in such form as the Committee may determine.


11.          Securities
Law Compliance. Each Award Agreement shall provide that no shares of Common Stock shall be purchased or sold thereunder
unless and until: (a) any then applicable requirements of state or federal laws and regulatory agencies have been fully complied
with to the satisfaction of the Company and its counsel; and (b) if required to do so by the Company, the Participant has executed
and delivered to the Company a letter of investment intent in such form and containing such provisions as the Committee may require.
The Company shall use reasonable efforts to seek to obtain from each regulatory commission or agency having jurisdiction over
the Plan such authority as may be required to grant Awards and to issue and sell shares of Common Stock upon exercise of the Awards;
provided, however, that this undertaking shall not require the Company to register under the Securities Act the Plan, any
Award or any Common Stock issued or issuable pursuant to any such Award. If, after reasonable efforts, the Company is unable to
obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful
issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell
Common Stock upon exercise of such Awards unless and until such authority is obtained.


12.          Use
of Proceeds from Stock. Proceeds from
the sale of Common Stock pursuant to Awards, or upon exercise thereof, shall constitute general funds of the Company.


13.          Miscellaneous.


13.1       Acceleration
of Exercisability and Vesting. The Board, upon unanimous consent of all the Directors, shall have the power to accelerate
the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest in accordance
with the Plan, notwithstanding the provisions in the Award stating the time at which it may first be exercised or the time during
which it will vest.


13.2       Shareholder
Rights. Except as provided in the Plan or
an Award Agreement, no Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect
to, any shares of Common Stock subject to such Award unless and until such Participant has satisfied all requirements for exercise
of the Award pursuant to its terms and no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions of other rights for which the record date is prior to the date such Common Stock
certificate is issued, except as provided in Section 14 hereof.



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13.3       No
Employment or Other Service Rights. Nothing
in the Plan or any instrument executed or Award granted pursuant thereto shall confer upon any Participant any right to continue
to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted or shall affect the right of
the Company or an Affiliate to terminate: (a) the employment of an Employee with or without notice and with or without Cause;
or (b) the service of a Director pursuant to the By-laws of the Company or an Affiliate, and any applicable provisions of the
corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.


13.4       Transfer;
Approved Leave of Absence. For purposes of
the Plan, no termination of employment by an Employee shall be deemed to result from either (a) a transfer of employment to the
Company from an Affiliate or from the Company to an Affiliate, or from one Affiliate 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 reemployment
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 Committee otherwise so provides in writing, in either case, except to the extent inconsistent with Section 409A of the Code
if the applicable Award is subject thereto.


13.5       Withholding
Obligations. To the extent provided by the
terms of an Award Agreement and subject to the discretion of the Committee, the Participant may satisfy any federal, state or
local tax withholding obligation relating to the exercise or acquisition of Common Stock under an Award by any of the following
means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by
a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from
the shares of Common Stock otherwise issuable to the Participant as a result of the exercise or acquisition of Common Stock under
the Award, provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of
tax required to be withheld by law; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock
of the Company.


14.           Adjustments
Upon Changes in Stock. In the event
of changes in the outstanding Common Stock or in the capital structure of the Company by reason of any stock or extraordinary
cash dividend, stock split, reverse stock split, an extraordinary corporate transaction such as any recapitalization, reorganization,
merger, consolidation, combination, exchange, or other relevant change in capitalization occurring after the Grant Date of any
Award, Awards granted under the Plan and any Award Agreements, the exercise price of Options and Stock Appreciation Rights, the
Performance Goals to which Performance Share Awards and Cash Awards are subject, the maximum number of shares of Common Stock
subject to all Awards stated in Section 4 will be equitably adjusted or substituted,
as to the number, price or kind of a share of Common Stock or other consideration subject to such Awards to the extent necessary
to preserve the economic intent of such Award. In the case of adjustments made pursuant to this Section 14, unless the Committee
specifically determines that such adjustment is in the best interests of the Company or its Affiliates, the Committee shall, in
the case of Incentive Stock Options, ensure that any adjustments under this Section 14 will not constitute a modification, extension
or renewal of the Incentive Stock Options within the meaning of Section 424(h)(3) of the Code and in the case of Non-qualified
Stock Options, ensure that any adjustments under this Section 14 will not constitute a modification of such Non-qualified Stock
Options within the meaning of Section 409A of the Code. Any adjustments made under this Section 14 shall be made in a manner which
does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. The Company shall give each Participant
notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.



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15.          Effect
of Change in Control.


15.1        Unless
otherwise provided in an Award Agreement, notwithstanding any provision of the Plan to the contrary:


(a)       In
the event of a Participant’s termination of Continuous Service without Cause or for Good Reason during the 12-month period
following a Change in Control, notwithstanding any provision of the Plan or any applicable Award Agreement to the contrary, all
outstanding Options and Stock Appreciation Rights shall become immediately exercisable with respect to 100% of the shares subject
to such Options or Stock Appreciation Rights, and/or the Restricted Period shall expire immediately with respect to 100% of the
outstanding shares of Restricted Stock or Restricted Stock Units as of the date of the Participant’s termination of Continuous
Service.


(b)       With
respect to Performance Share Awards and Cash Awards, in the event of a Participant’s termination of Continuous Service without
Cause or for Good Reason, in either case, within 12 months following a Change in Control, all Performance Goals or other vesting
criteria will be deemed achieved at 100% of target levels and all other terms and conditions will be deemed met as of the date
of the Participant’s termination of Continuous Service.


To
the extent practicable, any actions taken by the Committee under the immediately preceding clauses (a) and (b) shall occur in
a manner and at a time which allows affected Participants the ability to participate in the Change in Control with respect to
the shares of Common Stock subject to their Awards.


15.2       In
addition, in the event of a Change in Control, the Committee may in its discretion and upon at least ten days’ advance notice
to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof,
the value of such Awards based upon the price per share of Common Stock received or to be received by other shareholders of the
Company in the event. In the case of any Option or Stock Appreciation Right with an exercise price (or SAR Exercise Price in the
case of a Stock Appreciation Right) that equals or exceeds the price paid for a share of Common Stock in connection with the Change
in Control, the Committee may cancel the Option or Stock Appreciation Right without the payment of consideration therefor.


15.3       The
obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger,
consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to all or substantially
all of the assets and business of the Company and its Affiliates, taken as a whole.


16.           Amendment
of the Plan and Awards.


16.1       Amendment
of Plan. The Board at any time, and from
time to time, may amend or terminate the Plan. However, except as provided in Section 14
relating to adjustments upon changes in Common Stock and Section 16.3,
no amendment shall be effective unless approved by the shareholders of the Company to the extent shareholder approval is necessary
to satisfy any Applicable Laws. At the time of such amendment, the Board shall determine, upon advice from counsel, whether such
amendment will be contingent on shareholder approval.


16.2       Shareholder
Approval. The Board may, in its sole discretion,
submit any other amendment to the Plan for shareholder approval.



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16.3       Contemplated
Amendments. It is expressly contemplated
that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible Employees, Consultants
and Directors with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated
thereunder relating to Incentive Stock Options or to the nonqualified deferred compensation provisions of Section 409A of the
Code and/or to bring the Plan and/or Awards granted under it into compliance therewith.


16.4       No
Impairment of Rights. Rights under any Award
granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless: (a) the Company requests the consent
of the Participant; and (b) the Participant consents in writing.


16.5       Amendment
of Awards. The Committee at any time, and
from time to time, may amend the terms of any one or more Awards; provided, however, that the Committee may not affect
any amendment which would otherwise constitute an impairment of the rights under any Award unless: (a) the Company requests the
consent of the Participant; and (b) the Participant consents in writing.


	17.	General
Provisions.
	 	 



17.1       Forfeiture
Events. The Committee may specify in an Award
Agreement that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation,
forfeiture or recoupment upon the occurrence of certain events, in addition to applicable vesting conditions of an Award. Such
events may include, without limitation, breach of non-competition, non-solicitation, confidentiality, or other restrictive covenants
that are contained in the Award Agreement or otherwise applicable to the Participant, a termination of the Participant’s
Continuous Service for Cause, or other conduct by the Participant that is detrimental to the business or reputation of the Company
and/or its Affiliates.


17.2       Clawback.
Notwithstanding any other provisions in this Plan, the Company may cancel any Award, require reimbursement of any Award by a Participant,
and effect any other right of recoupment of equity or other compensation provided under the Plan in accordance with any Company
policies that may be adopted and/or modified from time to time (“Clawback Policy”). In addition, a Participant
may be required to repay to the Company previously paid compensation, whether provided pursuant to the Plan or an Award Agreement,
in accordance with the Clawback Policy. By accepting an Award, the Participant is agreeing to be bound by the Clawback Policy,
as in effect or as may be adopted and/or modified from time to time by the Company in its discretion (including, without limitation,
to comply with applicable law or stock exchange listing requirements).


17.3       Other
Compensation Arrangements. Nothing contained
in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder approval
if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.


17.4       Sub-Plans.
The Committee may from time to time establish sub-plans under the Plan for purposes of satisfying securities, tax or other laws
of various jurisdictions in which the Company intends to grant Awards. Any sub-plans shall contain such limitations and other
terms and conditions as the Committee determines are necessary or desirable. All sub-plans shall be deemed a part of the Plan,
but each sub-plan shall apply only to the Participants in the jurisdiction for which the sub-plan was designed.



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17.5       Intentionally
Left Blank.


17.6       Unfunded
Plan. The Plan shall be unfunded. Neither
the Company, the Board nor the Committee shall be required to establish any special or separate fund or to segregate any assets
to assure the performance of its obligations under the Plan.


17.7       Recapitalizations.
Each Award Agreement shall contain provisions required to reflect the provisions of Section 14.


17.8       Delivery.
Upon exercise of a right granted under this Plan, the Company shall issue Common Stock or pay any amounts due within a reasonable
period of time thereafter. Subject to any statutory or regulatory obligations the Company may otherwise have, for purposes of
this Plan, 30 days shall be considered a reasonable period of time.


17.9       No
Fractional Shares. No fractional shares of
Common Stock shall be issued or delivered pursuant to the Plan. The Committee shall determine whether cash, additional Awards
or other securities or property shall be issued or paid in lieu of fractional shares of Common Stock or whether any fractional
shares should be rounded, forfeited or otherwise eliminated.


17.10       Other
Provisions. The Award Agreements authorized
under the Plan may contain such other provisions not inconsistent with this Plan, including, without limitation, restrictions
upon the exercise of Awards, as the Committee may deem advisable.


17.11       Section
409A. The Plan is intended to comply with
Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted
and administered to be in compliance therewith. Any payments described in the Plan that are due within the “short-term deferral
period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless Applicable Laws require
otherwise. Notwithstanding anything to the contrary in the Plan, to the extent required to avoid accelerated taxation and tax
penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided
pursuant to the Plan during the six month period immediately following the Participant’s termination of Continuous Service
shall instead be paid on the first payroll date after the six-month anniversary of the Participant’s separation from service
(or the Participant’s death, if earlier). Notwithstanding the foregoing, neither the Company nor the Committee shall have
any obligation to take any action to prevent the assessment of any additional tax or penalty on any Participant under Section
409A of the Code and neither the Company nor the Committee will have any liability to any Participant for such tax or penalty.


17.12       Disqualifying
Dispositions. Any Participant who shall make
a “disposition” (as defined in Section 424 of the Code) of all or any portion of shares of Common Stock acquired upon
exercise of an Incentive Stock Option within two years from the Grant Date of such Incentive Stock Option or within one year after
the issuance of the shares of Common Stock acquired upon exercise of such Incentive Stock Option (a “Disqualifying Disposition”)
shall be required to immediately advise the Company in writing as to the occurrence of the sale and the price realized upon the
sale of such shares of Common Stock.


17.13       Section
16. It is the intent of the Company that
the Plan satisfy, and be interpreted in a manner that satisfies, the applicable requirements of Rule 16b-3 as promulgated under
Section 16 of the Exchange Act so that Participants will be entitled to the benefit of Rule 16b-3, or any other rule promulgated
under Section 16 of the Exchange Act, and will not be subject to short-swing liability under Section 16 of the Exchange Act. Accordingly,
if the operation of any provision of the Plan would conflict with the intent expressed in this Section 17.13, such provision to
the extent possible shall be interpreted and/or deemed amended so as to avoid such conflict.



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17.14       Beneficiary
Designation. Each Participant under the Plan
may from time to time name any beneficiary or beneficiaries by whom any right under the Plan is to be exercised in case of such
Participant’s death. Each designation will revoke all prior designations by the same Participant, shall be in a form reasonably
prescribed by the Committee and shall be effective only when filed by the Participant in writing with the Company during the Participant’s
lifetime.


17.15       Expenses.
The costs of administering the Plan shall be paid by the Company.


17.16       Severability.
If any of the provisions of the Plan or any Award Agreement is held to be invalid, illegal or unenforceable, whether in whole
or in part, such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability
and the remaining provisions shall not be affected thereby.


17.17       Plan
Headings. The headings in the Plan are for
purposes of convenience only and are not intended to define or limit the construction of the provisions hereof.


17.18       Non-Uniform
Treatment. The Committee’s determinations
under the Plan need not be uniform and may be made by it selectively among persons who are eligible to receive, or actually receive,
Awards. Without limiting the generality of the foregoing, the Committee shall be entitled to make non-uniform and selective determinations,
amendments and adjustments, and to enter into non-uniform and selective Award Agreements.


18.          Effective
Date of Plan. The Plan shall become
effective as of the Effective Date, but no Award shall be exercised (or, in the case of a stock Award, shall be granted) unless
and until the Plan has been approved by the shareholders of the Company, which approval shall be within 12 months before or after
the date the Plan is adopted by the Board.


19.           Termination
or Suspension of the Plan. The Plan
shall terminate automatically ten years from the Effective Date. No Award shall be granted pursuant to the Plan after such date,
but Awards theretofore granted may extend beyond that date. The Board may suspend or terminate the Plan at any earlier date pursuant
to Section 16.1 hereof. No Awards may be granted under the Plan while the Plan
is suspended or after it is terminated.


20.           Choice
of Law. The law of the State of Nevada
shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state’s
conflict of law rules.


As
adopted by the Board of Directors of the Company on June 15, 2020.


 


As
approved by the shareholders of the Company on _____ __, 2020.




 






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