EXHIBIT
10.1


 


Relmada
Therapeutics, Inc.


 


2021 EQUITY INCENTIVE PLAN (AS AMENDED)


 


As adopted by
the Board of Directors of Relmada Therapeutics, Inc., on March 19, 2021.


 


As approved
by the shareholders of Relmada Therapeutics, Inc., on May 20, 2021.


 


As amended by
the Board of Directors of Relmada Therapeutics, Inc., March 18, 2022.


 


As approved
by the shareholders of Relmada Therapeutics, Inc., on May 25, 2022


 


1.
Purpose; Eligibility.


 


1.1
General Purpose. The name of this plan is the Relmada Therapeutics,
Inc. 2021 Equity Incentive Plan (the “Plan”). The purposes of the Plan are to (a) enable Relmada Therapeutics, 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.


 






     


     


    

 


RELMADA THERAPEUTICS, INC. - 2021 EQUITY INCENTIVE PLAN (AS AMENDED)


 


“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 moral turpitude or the commission of any other act involving willful malfeasance or material fiduciary breach 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) material 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.


 






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“Change in Control”
means:


 


(a)   if
the Award is not subject to Section 409A of the Code:


 


(i)
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;


 


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


 


(iii)   The
date which is 10 business days prior to the consummation of a complete liquidation or dissolution of the Company;


 


(iv)   The
acquisition by any Person of Beneficial Ownership of more than 50% (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


 


(v)   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; or


 






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		(b)	if the Award is subject to Section 409A of the Code:



 


(i)   One
Person (or more than one Person acting as a group) acquires ownership of stock of the Company that, together with the stock held by such
person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company; provided,
that, a Change in Control shall not occur if any Person (or more than one Person acting as a group) owns more than 50% of the total
fair market value or total voting power of the Company’s stock and acquires additional stock;


 


(ii)   One
person (or more than one person acting as a group) acquires (or has acquired during the twelve-month period ending on the date of the
most recent acquisition) ownership of the Company’s stock possessing 30% or more of the total voting power of the stock of such
corporation;


 


(iii)   A
majority of the members of the Board are replaced during any twelve-month period by directors whose appointment or election is not endorsed
by a majority of the Board before the date of appointment or election; or


 


(iv)   One
person (or more than one person acting as a group), acquires (or has acquired during the twelve-month period ending on the date of the
most recent acquisition) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross
fair market value of all of the assets of the Company immediately before such acquisition(s).


 


“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.


 


“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, $0.001 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.


 


“Consultant”
means any individual or entity which performs bona fide services to the Company or an Affiliate, other than as an Employee or Director.


 


“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.


 






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“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 the date as of which this Plan is adopted by the Board.


 


“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, including without limitation, the New York Stock Exchange or the Nasdaq Stock Market, 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 in the Wall Street Journal. 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:


 






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(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 thirty (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
ninety (90) days of the Participant’s knowledge of the applicable circumstances):


 


(i)   any
material, adverse change in the Participant’s duties, responsibilities, authority, title, status or reporting structure;


 


(ii)   a
material reduction in the Participant’s base salary or bonus opportunity; or


 


(iii)   a
geographical relocation of the Participant’s principal office location by more than fifty (50) miles.


 


“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.


 


“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.


 






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“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, 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.


 


“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; and


 


(b)   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”
means this Relmada Therapeutics, Inc. 2021 Equity Incentive Plan, as 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.


 






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“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.


 


“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.


 


“Substitute Award”
has the meaning set forth in Section 4.5.


 


“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.


 


“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;


 






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(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;


 


(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.


 


Except in connection
with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash
dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the terms
of outstanding Awards may not be amended to reduce the exercise price of outstanding Options or Stock Appreciation Rights or cancel outstanding
Options or Stock Appreciation Rights in exchange for cash, other Awards or Options or Stock Appreciation Rights with an exercise price
that is less than the exercise price of the original Options or Stock Appreciation Rights without stockholder approval.


 


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.


 






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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.


 


4.
Shares Subject to the Plan.


 


4.1   Subject
to adjustment in accordance with Section 14, no more than 5,400,000 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 5,400,000 shares of Common Stock may be issued in the aggregate pursuant to
the exercise of Incentive Stock Options (the “ISO Limit”).


 






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4.4   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 shall again be available for issuance of Awards or delivery under the Plan. Any shares
of Common Stock subject to an Award under the Plan that are (a) tendered in payment of an Option, (b) delivered or withheld by the Company
to satisfy any tax withholding obligation, or (c) covered by a stock-settled Stock Appreciation Right or other Awards that were not issued
upon the settlement of the Award shall be added back to the shares of Common Stock available for issuance of Awards or delivery under
the Plan and, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, to the shares of Common
Stock that may be issued as Incentive Stock Options.


 


4.5   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.


 


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 and
those individuals whom the Committee determines are reasonably expected to become Employees, Consultants and Directors following the
Grant Date.


 


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.
Options. 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 10 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 10 years from the Grant Date.


 






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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; (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.


 


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.


 






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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.


 


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.


 






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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.


 


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 (10th) anniversary of the Grant Date.


 


7.3 Vesting
of SARs.  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 (i) the Fair Market Value of a share
of Common Stock on the date the Award is exercised, over (ii) 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.


 






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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.


 


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 (A) an escrow agreement satisfactory
to the Committee, if applicable and (B) 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 shall be withheld by the Company and credited to the Participant’s account, and interest may be credited on
the amount of cash Dividend Equivalents credited to the Participant’s account at a rate and subject to such terms as determined
by the Committee. Dividend Equivalents credited to a Participant’s account and attributable to any particular Restricted Stock Unit
or Deferred Stock Unit (and earnings thereon, if applicable) shall be distributed 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 Dividend Equivalents and earnings, if applicable, to the Participant
upon settlement of such Restricted Stock Unit or Deferred Stock Unit and, if such Restricted Stock Unit or Deferred Stock Unit is forfeited,
the Participant shall have no right to such Dividend Equivalents. Dividend Equivalents may, if so determined by the Committee, 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.


 






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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: (A) if an escrow arrangement is used, the Participant
shall not be entitled to delivery of the stock certificate; (B) the shares shall be subject to the restrictions on transferability set
forth in the Award Agreement; (C) the shares shall be subject to forfeiture to the extent provided in the applicable Award Agreement;
and (D) 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.


 


(b)   Restricted
Stock Units and Deferred Stock Units awarded to any Participant shall be subject to (A) 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 (B) 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. No Restricted Award may be granted or settled for a fraction of a share of Common Stock.
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.


 






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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: (i) the number of shares of Common
Stock or stock-denominated units subject to a Performance Share Award granted to any Participant; (ii) the Performance Period applicable
to any Award; (iii) the conditions that must be satisfied for a Participant to earn an Award; and (iv) the other terms, conditions and
restrictions of the Award.


 


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.


 






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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 Committee 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, 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, nor shall any Participant be entitled to receive, any 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 the certificate
representing Common Stock issuable pursuant to an Award is actually issued, except as provided in Section 14 hereof.


 


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 such lesser
amount as may be necessary to avoid classification of the Stock Award as a liability for financial accounting purposes); or (c) delivering
to the Company previously owned and unencumbered shares of Common Stock of the Company.


 






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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.


 


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 Change in Control, 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.


 


(b)   With
respect to Performance Share Awards and Cash Awards, in the event of 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.


 


15.2   In
addition, in the event of a Change in Control, the Committee may in its discretion and upon at least 10 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.


 






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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.


 


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).


 






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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.


 


17.5
Deferral of Awards. The Committee may establish one or
more programs under the Plan to permit selected Participants the opportunity to elect to defer receipt of consideration upon exercise
of an Award, satisfaction of performance criteria, or other event that absent the election would entitle the Participant to payment or
receipt of shares of Common Stock or other consideration under an Award. The Committee may establish the election procedures, the timing
of such elections, the mechanisms for payments of, and accrual of interest or other earnings, if any, on amounts, shares or other consideration
so deferred, and such other terms, conditions, rules and procedures that the Committee deems advisable for the administration of any
such deferral program. Any such deferral program must comply with Section 409A.


 


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 (6) 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.


 






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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.


 


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
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 twelve (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 on the tenth (10th) anniversary of the Effective Date. No Award shall be granted pursuant
to the Plan after such date, but (subject to Sections 5.2, 6.1 and 7.2) 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.


 


 


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