Exhibit
4.1


 


AVALON
GLOBOCARE CORP. 2020 Incentive Stock Plan


  


This
AVALON GLOBOCARE CORP. 2020 Incentive Stock Plan (the "Plan") is designed to retain directors, executives,
selected employees and consultants and reward them for making major contributions to the success of the Company. These objectives
are accomplished by making long-term incentive awards under the Plan thereby providing Participants with a proprietary interest
in the growth and performance of the Company.


 


	1.  	Definitions.


 


	(a)  	"Board"
    - The Board of Directors of the Company.


 


	(b)  	"Code"
    - The Internal Revenue Code of 1986, as amended from time to time.


 


	(c)  	"Committee"
    - The Compensation Committee of the Company's Board, or such other committee of the Board that is designated by the Board
    to administer the Plan, composed of not less than two members of the Board all of whom are disinterested persons, as contemplated
    by Rule 16b-3 ("Rule 16b-3") promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
    Act") or if such Compensation Committee has not been formed, then the Board of Directors.


 


	(d)  	"Company"
    - AVALON GLOBOCARE CORP.  and its subsidiaries including subsidiaries of subsidiaries.


 


	(e)  	"Exchange
    Act" - The Securities Exchange Act of 1934, as amended from time to time.


 


	(f)  	"Fair
    Market Value" - The fair market value of the Company's issued and outstanding Stock as determined in good faith by
    the Board or Committee.


 


	(g)  	"Grant"
    - The grant of any form of stock option, stock award, or stock purchase offer, whether granted singly, in combination or in
    tandem, to a Participant pursuant to such terms, conditions and limitations as the Committee may establish in order to fulfill
    the objectives of the Plan.


 


	(h)  	"Grant
    Agreement" - An agreement between the Company and a Participant that sets forth the terms, conditions and limitations
    applicable to a Grant.


  


	(i)  	"Option"
    - Either an Incentive Stock Option, in accordance with Section 422 of Code, or a Nonstatutory Option, to purchase the Company's
    Stock that may be awarded to a Participant under the Plan. A Participant who receives an award of an Option shall be referred
    to as an " Optionee."


 


	(j)  	"Participant"
    - A director, officer, employee or consultant of the Company to whom an Award has been made under the Plan.


 


	(k)  	"Restricted
    Stock Purchase Offer" - A Grant of the right to purchase a specified number of shares of Stock pursuant to a written
    agreement issued under the Plan.


 


	(l)  	"Securities
    Act" - The Securities Act of 1933, as amended from time to time.


 


	(m)  	"Stock"
    - Authorized and issued or unissued shares of common stock of the Company.


 


	(n)  	"Stock
    Award" - A Grant made under the Plan in stock or denominated in units of stock for which the Participant is not obligated
    to pay additional consideration.


 


	2.  	Administration.
    The Plan shall be administered by the Board, provided however, that the Board may delegate such administration to the Committee.
    Subject to the provisions of the Plan, the Board and/or the Committee shall have authority to (a) grant, in its discretion,
    Incentive Stock Options in accordance with Section 422 of the Code, or Nonstatutory Options, Stock Awards or Restricted Stock
    Purchase Offers; (b) determine in good faith the fair market value of the Stock covered by any Grant; (c) determine which
    eligible persons shall receive Grants and the number of shares, restrictions, terms and conditions to be included in such
    Grants; (d) construe and interpret the Plan; (e) promulgate, amend and rescind rules and regulations relating to its administration,
    and correct defects, omissions and inconsistencies in the Plan or any Grant; (f) consistent with the Plan and with the consent
    of the Participant, as appropriate, amend any outstanding Grant or amend the exercise date or dates thereof; (g) determine
    the duration and purpose of leaves of absence which may be granted to Participants without constituting termination of their
    employment for the purpose of the Plan or any Grant; and (h) make all other determinations necessary or advisable for the
    Plan's administration. The interpretation and construction by the Board of any provisions of the Plan or selection of Participants
    shall be conclusive and final. No member of the Board or the Committee shall be liable for any action or determination made
    in good faith with respect to the Plan or any Grant made thereunder.


 






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	3.  	Eligibility.


 


	(a)  	General:
    The persons who shall be eligible to receive Grants shall be directors, officers, employees or consultants to the Company.
    The term consultant shall mean any person, other than an employee, who is engaged by the Company to render services and is
    compensated for such services. An Optionee may hold more than one Option. Any issuance of a Grant to an officer or director
    of the Company subsequent to the first registration of any of the securities of the Company under the Exchange Act shall comply
    with the requirements of Rule 16b-3.


  


	(b)  	Incentive
    Stock Options: Incentive Stock Options may only be issued to employees of the Company. Incentive Stock Options may be
    granted to officers or directors, provided they are also employees of the Company. Payment of a director's fee shall not be
    sufficient to constitute employment by the Company.


 


	 	 	The
    Company shall not grant an Incentive Stock Option under the Plan to any employee if such Grant would result in such employee
    holding the right to exercise for the first time in any one calendar year, under all Incentive Stock Options granted under
    the Plan or any other plan maintained by the Company, with respect to shares of Stock having an aggregate fair market value,
    determined as of the date of the Option is granted, in excess of $100,000. Should it be determined that an Incentive Stock
    Option granted under the Plan exceeds such maximum for any reason other than a failure in good faith to value the Stock subject
    to such option, the excess portion of such option shall be considered a Nonstatutory Option. To the extent the employee holds
    two (2) or more such Options which become exercisable for the first time in the same calendar year, the foregoing limitation
    on the exercisability of such Option as Incentive Stock Options under the Federal tax laws shall be applied on the basis of
    the order in which such Options are granted. If, for any reason, an entire Option does not qualify as an Incentive Stock Option
    by reason of exceeding such maximum, such Option shall be considered a Nonstatutory Option.


 


	(c)  	Nonstatutory
    Option: The provisions of the foregoing Section 3(b) shall not apply to any Option designated as a "Nonstatutory
    Option" or which sets forth the intention of the parties that the Option be a Nonstatutory Option.


 


	(d)  	Stock
    Awards and Restricted Stock Purchase Offers: The provisions of this Section 3 shall not apply to any Stock Award or Restricted
    Stock Purchase Offer under the Plan.


 


	4.  	Stock.


 


	(a)  	Authorized
    Stock: Stock subject to Grants may be either unissued or reacquired Stock.


 


	(b)  	Number
    of Shares: Subject to adjustment as provided in Section 5(i) of the Plan, the total number of shares of Stock which may
    be purchased or granted directly by Options, Stock Awards or Restricted Stock Purchase Offers, or purchased indirectly through
    exercise of Options granted under the Plan shall not exceed 5,000,000.  If any Grant shall for any reason terminate
    or expire, any shares allocated thereto but remaining unpurchased upon such expiration or termination shall again be available
    for Grants with respect thereto under the Plan as though no Grant had previously occurred with respect to such shares. Any
    shares of Stock issued pursuant to a Grant and repurchased pursuant to the terms thereof shall be available for future Grants
    as though not previously covered by a Grant.


 


	(c)  	Reservation
    of Shares: The Company shall reserve and keep available at all times during the term of the Plan such number of shares
    as shall be sufficient to satisfy the requirements of the Plan. If, after reasonable efforts, which efforts shall not include
    the registration of the Plan or Grants under the Securities Act, the Company is unable to obtain authority from any applicable
    regulatory body, which authorization is deemed necessary by legal counsel for the Company for the lawful issuance of shares
    hereunder, the Company shall be relieved of any liability with respect to its failure to issue and sell the shares for which
    such requisite authority was so deemed necessary unless and until such authority is obtained.


 


	(d)  	Application
    of Funds: The proceeds received by the Company from the sale of Stock pursuant to the exercise of Options or rights under
    Stock Purchase Agreements will be used for general corporate purposes.


 


	(e)  	No
    Obligation to Exercise: The issuance of a Grant shall impose no obligation upon the Participant to exercise any rights
    under such Grant.


 






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	5.  	Terms
    and Conditions of Options. Options granted hereunder shall be evidenced by agreements between the Company and the respective
    Optionees, in such form and substance as the Board or Committee shall from time to time approve.  Option agreements
    need not be identical, and in each case may include such provisions as the Board or Committee may determine, but all such
    agreements shall be subject to and limited by the following terms and conditions:


 


	(a)  	Number
    of Shares: Each Option shall state the number of shares to which it pertains.


 


	(b)  	Exercise
    Price: Each Option shall state the exercise price, which shall be determined as follows:


 


	(i)  	Any
    Incentive Stock Option granted to a person who at the time the Option is granted owns (or is deemed to own pursuant to Section
    424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power or value of all classes
    of stock of the Company ("Ten Percent Holder") shall have an exercise price of no less than 110% of the Fair
    Market Value of the Stock as of the date of grant; and


 


	(ii)  	Incentive
    Stock Options granted to a person who at the time the Option is granted is not a Ten Percent Holder shall have an exercise
    price determined by the Board or a Committee.


 


	 	 	For
    the purposes of this Section 5(b), the Fair Market Value shall be as determined by the Board in good faith, which determination
    shall be conclusive and binding; provided however, that if there is a public market for such Stock, the Fair Market Value
    per share shall be the average of the bid and asked prices (or the closing price if such stock is listed on the NASDAQ National
    Market System or Small Cap Issue Market) on the date of grant of the Option, or if listed on a stock exchange, the closing
    price on such exchange on such date of grant.


 


	(c)  	Medium
    and Time of Payment: The exercise price shall become immediately due upon exercise of the Option and shall be paid in
    cash or check made payable to the Company. Should the Company's outstanding Stock be registered under the Exchange Act and/or
    trading on a national exchange or the OTCQB or OTCQX at the time the Option is exercised, then the exercise price may also
    be paid as follows:


 


	(i)  	in
    shares of Stock held by the Optionee or deliverable upon exercise of the Option, or


 


	(ii)  	through
    a special sale and remittance procedure pursuant to which the Optionee shall concurrently provide irrevocable written instructions
    (a) to a Company designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Company,
    out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable
    for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld
    by the Company by reason of such purchase and (b) to the Company to deliver the certificates for the purchased shares directly
    to such brokerage firm in order to complete the sale transaction.


 


	 	 	At
    the discretion of the Board, exercisable either at the time of Option grant or of Option exercise, the exercise price may
    also be paid (i) by Optionee's delivery of a promissory note in form and substance satisfactory to the Company and permissible
    under applicable securities rules and bearing interest at a rate determined by the Board in its sole discretion, but in no
    event less than the minimum rate of interest required to avoid the imputation of compensation income to the Optionee under
    the Federal tax laws, or (ii) in such other form of consideration permitted by the State of Delaware corporations law as may
    be acceptable to the Board.


  


	(d)  	Term
    and Exercise of Options: Any Option granted to an employee of the Company shall become exercisable over a period of no
    longer than five (5) years and no less than twenty percent (20%) of the shares covered thereby shall become exercisable annually
    unless the Board determines otherwise.  No Option shall be exercisable, in whole or in part, prior to one (1) year from
    the date it is granted unless the Board shall specifically determine otherwise, as provided herein. In no event shall any
    Option be exercisable after the expiration of ten (10) years from the date it is granted, and no Incentive Stock Option granted
    to a Ten Percent Holder shall, by its terms, be exercisable after the expiration of five (5) years from the date of the Option.
    Unless otherwise specified by the Board or the Committee in the resolution authorizing such Option, the date of grant of an
    Option shall be deemed to be the date upon which the Board or the Committee authorizes the granting of such Option.


 


Each
Option shall be exercisable to the nearest whole share, in installments or otherwise, as the respective Option agreements may
provide. During the lifetime of an Optionee, the Option shall be exercisable only by the Optionee and shall not be assignable
or transferable by the Optionee, and no other person shall acquire any rights therein. To the extent not exercised, installments
(if more than one) shall accumulate, but shall be exercisable, in whole or in part, only during the period for exercise as stated
in the Option agreement, whether or not other installments are then exercisable.


 






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	(e)  	Termination
    of Status as Employee, Consultant or Director: If Optionee's status as an employee shall terminate for any reason other
    than Optionee's disability or death, then Optionee (or if the Optionee shall die after such termination, but prior to exercise,
    Optionee's personal representative or the person entitled to succeed to the Option) shall have the right to exercise the portions
    of any of Optionee's Incentive Stock Options which were exercisable as of the date of such termination, in whole or in part,
    not less than 30 days nor more than three (3) months after such termination (or, in the event of " termination for
    good cause " as that term is defined in Delaware case law related thereto, or by the terms of the Plan or the Option
    Agreement or an employment agreement, the Option shall automatically terminate as of the termination of employment as to all
    shares covered by the Option).


 


With
respect to Nonstatutory Options granted to employees, directors or consultants, the Board may specify such period for exercise,
not less than 30 days (except that in the case of "termination for cause" or removal of a director, the Option
shall automatically terminate as of the termination of employment or services as to shares covered by the Option, following termination
of employment or services as the Board deems reasonable and appropriate. The Option may be exercised only with respect to installments
that the Optionee could have exercised at the date of termination of employment or services. Nothing contained herein or in any
Option granted pursuant hereto shall be construed to affect or restrict in any way the right of the Company to terminate the employment
or services of an Optionee with or without cause.


 


	(f)  	Disability
    of Optionee: If an Optionee is disabled (within the meaning of Section 22(e)(3) of the Code) at the time of termination,
    the three (3) month period set forth in Section 5(e) shall be a period, as determined by the Board and set forth in the Option,
    of not less than six months nor more than one year after such termination.


 


	(g)  	Death
        of Optionee: If an Optionee dies while employed by, engaged as a consultant to, or serving as a Director of the Company,
        the portion of such Optionee's Option which was exercisable at the date of death may be exercised, in whole or in part,
        by the estate of the decedent or by a person succeeding to the right to exercise such Option at any time within (i) a
        period, as determined by the Board and set forth in the Option, of not less than six (6) months nor more than one (1)
        year after Optionee's death, which period shall not be more, in the case of a Nonstatutory Option, than the period for
        exercise following termination of employment or services, or (ii) during the remaining term of the Option, whichever is
        the lesser. The Option may be so exercised only with respect to installments exercisable at the time of Optionee's death
        and not previously exercised by the Optionee.

         

	 (h)  	Nontransferability
    of Option: No Option shall be transferable by the Optionee, except by will or by the laws of descent and distribution.


 


	(i)  	Recapitalization:
    Subject to any required action of shareholders, the number of shares of Stock covered by each outstanding Option, and
    the exercise price per share thereof set forth in each such Option, shall be proportionately adjusted for any increase or
    decrease in the number of issued shares of Stock of the Company resulting from a stock split, stock dividend, combination,
    subdivision or reclassification of shares, or the payment of a stock dividend, or any other increase or decrease in the number
    of such shares affected without receipt of consideration by the Company; provided, however, the conversion of any convertible
    securities of the Company shall not be deemed to have been "effected without receipt of consideration" by
    the Company.


 


In
the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving
entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a "Reorganization"),
unless otherwise provided by the Board, this Option shall terminate immediately prior to such date as is determined by the Board,
which date shall be no later than the consummation of such Reorganization. In such event, if the entity which shall be the surviving
entity does not tender to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option
a stock option or capital stock of such surviving of such surviving entity, as applicable, which on an equitable basis shall provide
the Optionee with substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee,
in its sole and absolute discretion and without obligation, the right for a period commencing thirty (30) days prior to and ending
immediately prior to the date determined by the Board pursuant hereto for termination of the Option or during the remaining term
of the Option, whichever is the lesser, to exercise any unexpired Option or Options without regard to the installment provisions
of Paragraph 6(d) of the Plan; provided, that any such right granted shall be granted to all Optionees not receiving an offer
to receive substitute options on a consistent basis, and provided further, that any such exercise shall be subject to the consummation
of such Reorganization.


 


Subject
to any required action of shareholders, if the Company shall be the surviving entity in any merger or consolidation, each outstanding
Option thereafter shall pertain to and apply to the securities to which a holder of shares of Stock equal to the shares subject
to the Option would have been entitled by reason of such merger or consolidation.


 


In
the event of a change in the Stock of the Company as presently constituted, which is limited to a change of all of its authorized
shares without par value into the same number of shares with a par value, the shares resulting from any such change shall be deemed
to be the Stock within the meaning of the Plan.


 


To
the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the
Board, whose determination in that respect shall be final, binding and conclusive.


 






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 Except
as expressly provided in this Section 5(i), the Optionee shall have no rights by reason of any subdivision or consolidation of
shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of
stock of any class, and the number or price of shares of Stock subject to any Option shall not be affected by, and no adjustment
shall be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital stock, or any issue
by the Company of shares of stock of any class or securities convertible into shares of stock of any class.


The
Grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make any adjustments,
reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve, or liquidate
or to sell or transfer all or any part of its business or assets.


 


	(j)  	Rights
    as a Shareholder: An Optionee shall have no rights as a shareholder with respect to any shares covered by an Option until
    the effective date of the issuance of the shares following exercise of such Option by Optionee. No adjustment shall be made
    for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights
    for which the record date is prior to the date such stock certificate is issued, except as expressly provided in Section 5(i)
    hereof.


 


	(k)  	Modification,
    Acceleration, Extension, and Renewal of Options: Subject to the terms and conditions and within the limitations of the
    Plan, the Board may modify an Option, or, once an Option is exercisable, accelerate the rate at which it may be exercised,
    and may extend or renew outstanding Options granted under the Plan or accept the surrender of outstanding Options (to the
    extent not theretofore exercised) and authorize the granting of new Options in substitution for such Options, provided such
    action is permissible under Section 422 of the Code and applicable state securities rules. Notwithstanding the provisions
    of this Section 5(k), however, no modification of an Option shall, without the consent of the Optionee, alter to the Optionee's
    detriment or impair any rights or obligations under any Option theretofore granted under the Plan.


 


	(l)  	Exercise
    Before Exercise Date: At the discretion of the Board, the Option may, but need not, include a provision whereby the Optionee
    may elect to exercise all or any portion of the Option prior to the stated exercise date of the Option or any installment
    thereof. Any shares so purchased prior to the stated exercise date shall be subject to repurchase by the Company upon termination
    of Optionee's employment as contemplated by Section 5(n) hereof prior to the exercise date stated in the Option and such other
    restrictions and conditions as the Board or Committee may deem advisable.


 


	(m)  	Other
    Provisions: The Option agreements authorized under the Plan shall contain such other provisions, including, without limitation,
    restrictions upon the exercise of the Options, as the Board or the Committee shall deem advisable. Shares shall not be issued
    pursuant to the exercise of an Option, if the exercise of such Option or the issuance of shares thereunder would violate,
    in the opinion of legal counsel for the Company, the provisions of any applicable law or the rules or regulations of any applicable
    governmental or administrative agency or body, such as the Code, the Securities Act, the Exchange Act, applicable state securities
    rules, Delaware corporation law, and the rules promulgated under the foregoing or the rules and regulations of any exchange
    upon which the shares of the Company are listed. Without limiting the generality of the foregoing, the exercise of each Option
    shall be subject to the condition that if at any time the Company shall determine that (i) the satisfaction of withholding
    tax or other similar liabilities, or (ii) the listing, registration or qualification of any shares covered by such exercise
    upon any securities exchange or under any state or federal law, or (iii) the consent or approval of any regulatory body, or
    (iv) the perfection of any exemption from any such withholding, listing, registration, qualification, consent or approval
    is necessary or desirable in connection with such exercise or the issuance of shares thereunder, then in any such event, such
    exercise shall not be effective unless such withholding, listing registration, qualification, consent, approval or exemption
    shall have been effected, obtained or perfected free of any conditions not acceptable to the Company.


 


	(n)  	Repurchase
    Agreement: The Board may, in its discretion, require as a condition to the Grant of an Option hereunder, that an Optionee
    execute an agreement with the Company, in form and substance satisfactory to the Board in its discretion ("Repurchase
    Agreement"), (i) restricting the Optionee's right to transfer shares purchased under such Option without first offering
    such shares to the Company or another shareholder of the Company upon the same terms and conditions as provided therein; and
    (ii) providing that upon termination of Optionee's employment with the Company, for any reason, the Company (or another shareholder
    of the Company, as provided in the Repurchase Agreement) shall have the right at its discretion (or the discretion of such
    other shareholders) to purchase and/or redeem all such shares owned by the Optionee on the date of termination of his or her
    employment at a price equal to: (A) the fair value of such shares as of such date of termination; or (B) if such repurchase
    right lapses at 20% of the number of shares per year, the original purchase price of such shares, and upon terms of payment
    permissible under applicable state securities rules; provided that in the case of Options or Stock Awards granted to officers,
    directors, consultants or affiliates of the Company, such repurchase provisions may be subject to additional or greater restrictions
    as determined by the Board or Committee.


 



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	6.  	Stock
    Awards and Restricted Stock Purchase Offers.


 


	(a)  	Types
    of Grants.


 


	(i)  	Stock
    Award. All or part of any Stock Award under the Plan may be subject to conditions established by the Board or the Committee,
    and set forth in the Stock Award Agreement, which may include, but are not limited to, continuous service with the Company,
    achievement of specific business objectives, increases in specified indices, attaining growth rates and other comparable measurements
    of Company performance. Such Awards may be based on Fair Market Value or other specified valuation. All Stock Awards will
    be made pursuant to the execution of a Stock Award Agreement.


 


	(ii)  	Restricted
    Stock Purchase Offer. A Grant of a Restricted Stock Purchase Offer under the Plan shall be subject to such (i) vesting
    contingencies related to the Participant's continued association with the Company for a specified time and (ii) other specified
    conditions as the Board or Committee shall determine, in their sole discretion, consistent with the provisions of the Plan.
    All Restricted Stock Purchase Offers shall be made pursuant to a Restricted Stock Purchase Offer.


 


	(b)  	Conditions
    and Restrictions. Shares of Stock which Participants may receive as a Stock Award under a Stock Award Agreement or Restricted
    Stock Purchase Offer under a Restricted Stock Purchase Offer may include such restrictions as the Board or Committee, as applicable,
    shall determine, including restrictions on transfer, repurchase rights, right of first refusal, and forfeiture provisions.
    When transfer of Stock is so restricted or subject to forfeiture provisions it is referred to as " Restricted Stock
    ". Further, with Board or Committee approval, Stock Awards or Restricted Stock Purchase Offers may be deferred, either
    in the form of installments or a future lump sum distribution. The Board or Committee may permit selected Participants to
    elect to defer distributions of Stock Awards or Restricted Stock Purchase Offers in accordance with procedures established
    by the Board or Committee to assure that such deferrals comply with applicable requirements of the Code including, at the
    choice of Participants, the capability to make further deferrals for distribution after retirement. Any deferred distribution,
    whether elected by the Participant or specified by the Stock Award Agreement, Restricted Stock Purchase Offers or by the Board
    or Committee, may require the payment be forfeited in accordance with the provisions of Section 6(c). Dividends or dividend
    equivalent rights may be extended to and made part of any Stock Award or Restricted Stock Purchase Offers denominated in Stock
    or units of Stock, subject to such terms, conditions and restrictions as the Board or Committee may establish.


 


	(c)  	Cancellation
    and Rescission of Grants. Unless the Stock Award Agreement or Restricted Stock Purchase Offer specifies otherwise, the
    Board or Committee, as applicable, may cancel any unexpired, unpaid, or deferred Grants at any time if the Participant is
    not in compliance with all other applicable provisions of the Stock Award Agreement or Restricted Stock Purchase Offer, the
    Plan and with the following conditions:


 


	(i)  	A
    Participant shall not render services for any organization or engage directly or indirectly in any business which, in the
    judgment of the chief executive officer of the Company or other senior officer designated by the Board or Committee, is or
    becomes competitive with the Company, or which organization or business, or the rendering of services to such organization
    or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company. For Participants whose
    employment has terminated, the judgment of the chief executive officer shall be based on the Participant's position and responsibilities
    while employed by the Company, the Participant's post-employment responsibilities and position with the other organization
    or business, the extent of past, current and potential competition or conflict between the Company and the other organization
    or business, the effect on the Company's customers, suppliers and competitors and such other considerations as are deemed
    relevant given the applicable facts and circumstances. A Participant who has retired shall be free, however, to purchase as
    an investment or otherwise, stock or other securities of such organization or business so long as they are listed upon a recognized
    securities exchange or traded over-the-counter, and such investment does not represent a substantial investment to the Participant
    or a greater than ten percent (10%) equity interest in the organization or business.


 


	(ii)  	A
    Participant shall not, without prior written authorization from the Company, disclose to anyone outside the Company, or use
    in other than the Company's business, any confidential information or material relating to the business of the Company, acquired
    by the Participant either during or after employment with the Company.


 


	(iii)  	A
    Participant shall disclose promptly and assign to the Company all right, title and interest in any invention or idea, patentable
    or not, made or conceived by the Participant during employment by the Company, relating in any manner to the actual or anticipated
    business, research or development work of the Company and shall do anything reasonably necessary to enable the Company to
    secure a patent where appropriate in the United States and in foreign countries.


 


	(iv)  	Upon
    exercise, payment or delivery pursuant to a Grant, the Participant shall certify on a form acceptable to the Committee that
    he or she is in compliance with the terms and conditions of the Plan. Failure to comply with all of the provisions of this
    Section 6(c) prior to, or during the six months after, any exercise, payment or delivery pursuant to a Grant shall cause such
    exercise, payment or delivery to be rescinded. The Company shall notify the Participant in writing of any such rescission
    within two years after such exercise, payment or delivery. Within ten days after receiving such a notice from the Company,
    the Participant shall pay to the Company the amount of any gain realized or payment received as a result of the rescinded
    exercise, payment or delivery pursuant to a Grant. Such payment shall be made either in cash or by returning to the Company
    the number of shares of Stock that the Participant received in connection with the rescinded exercise, payment or delivery.


 






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	(d)  	Nonassignability.


 


	(i)  	Except
    pursuant to Section 6(e)(iii) and except as set forth in Section 6(d)(ii), no Grant or any other benefit under the Plan shall
    be assignable or transferable, or payable to or exercisable by, anyone other than the Participant to whom it was granted.


 


	(ii)  	Where
    a Participant terminates employment and retains a Grant pursuant to Section 6(e)(ii) in order to assume a position with a
    governmental, charitable or educational institution, the Board or Committee, in its discretion and to the extent permitted
    by law, may authorize a third party (including but not limited to the trustee of a "blind" trust), acceptable to
    the applicable governmental or institutional authorities, the Participant and the Board or Committee, to act on behalf of
    the Participant with regard to such Awards.


 


	(e)  	Termination
    of Employment. If the employment or service to the Company of a Participant terminates, other than pursuant to any of
    the following provisions under this Section 6(e), all unexercised, deferred and unpaid Stock Awards or Restricted Stock Purchase
    Offers shall be cancelled immediately, unless the Stock Award Agreement or Restricted Stock Purchase Offer provides otherwise:


 


	(i)  	Retirement
    Under a Company Retirement Plan. When a Participant's employment terminates as a result of retirement in accordance with
    the terms of a Company retirement plan, the Board or Committee may permit Stock Awards or Restricted Stock Purchase Offers
    to continue in effect beyond the date of retirement in accordance with the applicable Grant Agreement and the exercisability
    and vesting of any such Grants may be accelerated.


 


	(ii)  	Rights
    in the Best Interests of the Company. When a Participant resigns from the Company and, in the judgment of the Board or
    Committee, the acceleration and/or continuation of outstanding Stock Awards or Restricted Stock Purchase Offers would be in
    the best interests of the Company, the Board or Committee may (i) authorize, where appropriate, the acceleration and/or continuation
    of all or any part of Grants issued prior to such termination and (ii) permit the exercise, vesting and payment of such Grants
    for such period as may be set forth in the applicable Grant Agreement, subject to earlier cancellation pursuant to Section
    9 or at such time as the Board or Committee shall deem the continuation of all or any part of the Participant's Grants are
    not in the Company's best interest.


 


	(iii)  	Death
    or Disability of a Participant.  


 


	(1)  	In
    the event of a Participant's death, the Participant's estate or beneficiaries shall have a period up to the expiration date
    specified in the Grant Agreement within which to receive or exercise any outstanding Grant held by the Participant under such
    terms as may be specified in the applicable Grant Agreement. Rights to any such outstanding Grants shall pass by will or the
    laws of descent and distribution in the following order: (a) to beneficiaries so designated by the Participant; if none, then
    (b) to a legal representative of the Participant; if none, then (c) to the persons entitled thereto as determined by a court
    of competent jurisdiction. Grants so passing shall be made at such times and in such manner as if the Participant were living.


 


	(2)  	In
    the event a Participant is deemed by the Board or Committee to be unable to perform his or her usual duties by reason of mental
    disorder or medical condition which does not result from facts which would be grounds for termination for cause, Grants and
    rights to any such Grants may be paid to or exercised by the Participant, if legally competent, or a committee or other legally
    designated guardian or representative if the Participant is legally incompetent by virtue of such disability.


 


	(3)  	After
    the death or disability of a Participant, the Board or Committee may in its sole discretion at any time (1) terminate restrictions
    in Grant Agreements; (2) accelerate any or all installments and rights; and (3) instruct the Company to pay the total of any
    accelerated payments in a lump sum to the Participant, the Participant's estate, beneficiaries or representative; notwithstanding
    that, in the absence of such termination of restrictions or acceleration of payments, any or all of the payments due under
    the Grant might ultimately have become payable to other beneficiaries.


 


	(4)  	In
        the event of uncertainty as to interpretation of or controversies concerning this Section 6, the determinations of the
        Board or Committee, as applicable, shall be binding and conclusive.

         



 






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	7.  	Investment
    Intent. All Grants under the Plan are intended to be exempt from registration under the Securities Act provided by Rule 701
    thereunder. Unless and until the granting of Options or sale and issuance of Stock subject to the Plan are registered under
    the Securities Act or shall be exempt pursuant to the rules promulgated thereunder, each Grant under the Plan shall provide
    that the purchases or other acquisitions of Stock thereunder shall be for investment purposes and not with a view to, or for
    resale in connection with, any distribution thereof. Further, unless the issuance and sale of the Stock have been registered
    under the Securities Act, each Grant shall provide that no shares shall be purchased upon the exercise of the rights under
    such Grant unless and until (i) all then applicable requirements of state and federal laws and regulatory agencies shall have
    been fully complied with to the satisfaction of the Company and its counsel, and (ii) if requested to do so by the Company,
    the person exercising the rights under the Grant shall (i) give written assurances as to knowledge and experience of such
    person (or a representative employed by such person) in financial and business matters and the ability of such person (or
    representative) to evaluate the merits and risks of exercising the Option, and (ii) execute and deliver to the Company a letter
    of investment intent and/or such other form related to applicable exemptions from registration, all in such form and substance
    as the Company may require. If shares are issued upon exercise of any rights under a Grant without registration under the
    Securities Act, subsequent registration of such shares shall relieve the purchaser thereof of any investment restrictions
    or representations made upon the exercise of such rights.


  


	8.  	Amendment,
    Modification, Suspension or Discontinuance of the Plan. The Board may, insofar as permitted by law, from time to time, with
    respect to any shares at the time not subject to outstanding Grants, suspend or terminate the Plan or revise or amend it in
    any respect whatsoever, except that without the approval of the shareholders of the Company, no such revision or amendment
    shall (i) increase the number of shares subject to the Plan, (ii) decrease the price at which Grants may be granted, (iii)
    materially increase the benefits to Participants, or (iv) change the class of persons eligible to receive Grants under the
    Plan; provided, however, no such action shall alter or impair the rights and obligations under any Option, or Stock Award,
    or Restricted Stock Purchase Offer outstanding as of the date thereof without the written consent of the Participant thereunder.
    No Grant may be issued while the Plan is suspended or after it is terminated, but the rights and obligations under any Grant
    issued while the Plan is in effect shall not be impaired by suspension or termination of the Plan.


 


In
the event of any change in the outstanding Stock by reason of a stock split, stock dividend, combination or reclassification of
shares, recapitalization, merger, or similar event, the Board or the Committee may adjust proportionally (a) the number of shares
of Stock (i) reserved under the Plan, (ii) available for Incentive Stock Options and Nonstatutory Options and (iii) covered by
outstanding Stock Awards or Restricted Stock Purchase Offers; (b) the Stock prices related to outstanding Grants; and (c) the
appropriate Fair Market Value and other price determinations for such Grants. In the event of any other change affecting the Stock
or any distribution (other than normal cash dividends) to holders of Stock, such adjustments as may be deemed equitable by the
Board or the Committee, including adjustments to avoid fractional shares, shall be made to give proper effect to such event. In
the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the
Board or the Committee shall be authorized to issue or assume stock options, whether or not in a transaction to which Section
424(a) of the Code applies, and other Grants by means of substitution of new Grant Agreements for previously issued Grants or
an assumption of previously issued Grants.


 


	9.  	Tax
    Withholding. The Company shall have the right to deduct applicable taxes from any Grant payment and withhold, at the time
    of delivery or exercise of Options, Stock Awards or Restricted Stock Purchase Offers or vesting of shares under such Grants,
    an appropriate number of shares for payment of taxes required by law or to take such other action as may be necessary in the
    opinion of the Company to satisfy all obligations for withholding of such taxes. If Stock is used to satisfy tax withholding,
    such stock shall be valued based on the Fair Market Value when the tax withholding is required to be made.


 


	10.  	Availability
    of Information. During the term of the Plan and any additional period during which a Grant granted pursuant to the Plan shall
    be exercisable, the Company shall make available, not later than one hundred and twenty (120) days following the close of
    each of its fiscal years, such financial and other information regarding the Company as is required by the bylaws of the Company
    and applicable law to be furnished in an annual report to the shareholders of the Company.


 


	11.  	Notice.
    Any written notice to the Company required by any of the provisions of the Plan shall be addressed to the chief financial
    officer or to the chief executive officer of the Company, and shall become effective when it is received by the office of
    the chief personnel officer or the chief executive officer.


 


	12.  	Indemnification
    of Board. In addition to such other rights or indemnifications as they may have as directors or otherwise, and to the extent
    allowed by applicable law, the members of the Board and the Committee shall be indemnified by the Company against the reasonable
    expenses, including attorneys' fees, actually and necessarily incurred in connection with the defense of any claim, action,
    suit or proceeding, or in connection with any appeal thereof, to which they or any of them may be a party by reason of any
    action taken, or failure to act, under or in connection with the Plan or any Grant granted thereunder, and against all amounts
    paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company)
    or paid by them in satisfaction of a judgment in any such claim, action, suit or proceeding, except in any case in relation
    to matters as to which it shall be adjudged in such claim, action, suit or proceeding that such Board or Committee member
    is liable for negligence or misconduct in the performance of his or her duties; provided that within sixty (60) days after
    institution of any such action, suit or Board proceeding the member involved shall offer the Company, in writing, the opportunity,
    at its own expense, to handle and defend the same.


 


	13.  	Governing
    Law. The Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the Code
    or the securities laws of the United States, shall be governed by the law of the State of Delaware and construed accordingly.


 


	14.  	Effective
    and Termination Dates. The Plan shall become effective on the date it is approved by the holders of a majority of the shares
    of Stock then outstanding. The Plan shall terminate ten years later, subject to earlier termination by the Board pursuant
    to Section 8.


 


 


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