Exhibit
10.1


 


iSun,
Inc. 


2020
EQUITY INCENTIVE PLAN 


SECTION
1. 


DEFINITIONS


 


As
used herein, the following terms shall have the meanings indicated below:


 


	(a)	“Administrator”
    shall mean the Board of Directors of the Company, or one or more Committees appointed by the Board of Directors, as the case may
    be. 


 


	(b)	“Affiliate(s)”
    shall mean a Parent or Subsidiary of the Company. 


 


	(c)	“Agreement”
    shall mean the written agreement entered into by the Participant and the Company evidencing the grant of an Award. Each Agreement
    shall be in such form as may be approved from time to time by the Administrator and may vary from Participant to Participant. 


 


	(d)	“Annual
    Award Limit” or “Annual Award Limits” shall have the meaning set forth in Section 6(c) of the Plan. 


 


	(e)	“Award”
    shall mean any grant pursuant to the Plan of an Incentive Stock Option, Nonqualified Stock Option, Restricted Stock Award, Restricted
    Stock Unit, Performance Award or Stock Appreciation Right. 


 


	(f)	“Change
    of Control” shall mean the occurrence, in a single transaction or in a series of related transactions, of any one or more of
    the events in subsections (i) through (iv) below. For purposes of this definition, a person, entity or group shall be deemed to “Own,”
    to have ‘‘Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if
    such person, entity or group directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise,
    has or shares Voting Power, which includes the power to vote or to direct the voting, with respect to such securities. 


 


	 	(i)	Any
    person, entity or group becomes the Owner, directly or indirectly, of securities of the Company representing more than fifty percent
    (50%) of the combined Voting Power of the Company’s then outstanding securities other than by virtue of a merger, consolidation,
    exchange, reorganization or similar transaction. Notwithstanding the foregoing, a Change of Control shall not be deemed to occur
    (A) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other person, entity
    or group from the Company in a transaction or series of related transactions the primary purpose of which is to obtain financing
    for the Company through the issuance of equity securities or (B) solely because the level of Ownership held by any person, entity
    or group (the “Subject Person”) exceeds the designated percentage threshold of the Voting Power as a result of a repurchase
    or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change of
    Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company,
    and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase
    or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person
    over the designated percentage threshold, then a Change of Control shall be deemed to occur; 


 


	 	(ii)	There
    is consummated a merger, consolidation, exchange, reorganization or similar transaction involving (directly or indirectly) the Company
    and, immediately after the consummation of such merger, consolidation, exchange, reorganization or similar transaction, the shareholders
    of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing
    more than fifty percent (50%) of the combined outstanding Voting Power of the surviving entity in such merger, consolidation or similar
    transaction or (B) more than fifty percent (50%) of the combined outstanding Voting Power of the parent of the surviving entity in
    such merger, consolidation, exchange, reorganization or similar transaction, in each case in substantially the same proportions as
    their Ownership of the outstanding voting securities of the Company immediately prior to such transaction;


 























	 	(iii)	There
    is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the total gross value of the
    consolidated assets of the Company and its subsidiaries, other than a sale, 


 


lease, license or other disposition of all or substantially all of
the total gross value of the consolidated assets of the Company and its subsidiaries to an entity, more than fifty percent (50%) of the
combined Voting Power of the voting securities of which are Owned by shareholders of the Company in substantially the same proportions
as their Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition
(for purposes of this Section 1(f)(iii), “gross value” means the value of the assets of the Company or the value of the assets
being disposed of, as the case may be, determined without regard to any liabilities associated with such assets); or


 






    	 



    	 



    

 


	 	(iv)	Individuals
    who, at the beginning of any consecutive twelve-month period, are members of the Board (the “Incumbent Board”) cease
    for any reason to constitute at least a majority of the members of the Board at any time during that consecutive twelve-month period;
    provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended
    by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of the Plan, be
    considered as a member of the Incumbent Board. 


 


For
the avoidance of doubt, the term “Change of Control” shall not include a sale of assets, merger or other transaction effected
exclusively for the purpose of changing the domicile of the Company. To the extent required, the determination of whether a Change of
Control has occurred shall be made in accordance with Code Section 409A and the regulations, notices and other guidance of general applicability
issued thereunder.


 


	(g)	“Close
    of Business” of a specified day shall mean 5:00 p.m., Eastern Time, without regard to whether such day is a Saturday, Sunday,
    bank holiday, or other day on which no business is conducted. 


 


	(h)	“Committee”
    shall mean a Committee of two or more Directors who shall be appointed by and serve at the pleasure of the Board. To the extent necessary
    for compliance with Rule 16b-3, each of the members of the Committee shall be a “non-employee director.” Solely for purposes
    of this Section 1(h), “non-employee director” shall have the same meaning as set forth in Rule 16b-3. Further, to the
    extent necessary for compliance with the limitations set forth in Internal Revenue Code Section 162(m), each of the members of the
    Committee shall be an “outside director” within the meaning of Code Section 162(m) and the regulations issued thereunder.
    


 


	(i)	“Common
    Stock” shall mean the common stock of the Company (subject to adjustment as provided in Section 15 of the Plan). 


 


	(j)	The
    “Company” shall mean iSun, Inc., a Delaware corporation. 


 


	(k)	“Consultant”
    shall mean any person, including an advisor, who is engaged by the Company or any Affiliate to render consulting or advisory services
    and is compensated for such services; provided, however, that no person shall be considered a Consultant for purposes of the Plan
    unless such Consultant is a natural person, renders bona fide services to the Company or any Affiliate, and such services are not
    in connection with the offer or sale of securities in a capital raising transaction and do not directly or indirectly promote or
    maintain a market for the Company’s securities. For purposes of the Plan, “Consultant” shall also include a director
    of an Affiliate who is compensated for services as a director.


 


	(l)	“Covered
    Employee” shall mean any key salaried Employee who is or may become a “Covered Employee,” as defined in Code Section
    162(m), and who is designated, either as an individual Employee or class of Employees, by the Administrator within the shorter of
    (i) ninety (90) days after the beginning of the Performance Period, or (ii) twenty-five percent (25%) of the Performance Period has
    elapsed, as a “Covered Employee” under the Plan for such applicable Performance Period. 


 


	(m)	“Director”
    shall mean a member of the Board of Directors of the Company. 


 


	(n)	“Effective
    Date” shall mean the date the Board of Directors of the Company approves the amendment and restatement of the Plan. 


 


	(o)	“Employee”
    shall mean a common law employee of the Company or any Affiliate, including “officers” as defined by Section 16 of the
    Exchange Act; provided, however, that service solely as a Director or Consultant, regardless of whether a fee is paid for such service,
    shall not cause a person to be an Employee for purposes of the Plan. 











 






    	 



    	 



    

 

	(p)	“Exchange
    Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. 


 


	(q)	“Fair
    Market Value” of specified stock as of any date shall mean (i) if such stock is listed on the Nasdaq Global Select Market,
    Nasdaq Global Market, Nasdaq Capital Market or an established stock exchange, the price of such stock at the close of the regular
    trading session of such market or exchange on such date, as reported by Bloomberg or a comparable reporting service, or, if no sale
    of such stock shall have occurred on such date, on the next preceding date on which there was a sale of stock; (ii) if such stock
    is not so listed on the Nasdaq Global Select Market, Nasdaq Global Market, Nasdaq Capital Market, or an established stock exchange,
    the average of the closing “bid” and “asked” prices quoted by the OTC Bulletin Board, the National Quotation
    Bureau, or any comparable reporting service on such date or, if there are no quoted “bid” and “asked” prices
    on such date, on the next preceding date for which there are such quotes; or (iii) if such stock is not publicly traded as of such
    date, the per share value as determined by the Board or the Committee in its sole discretion by applying principles of valuation
    with respect to Common Stock. 


 


	(r)	“Full
    Value Award” shall mean an Award that is settled by the issuance of shares of Common Stock, other than in the form of an Option
    or Stock Appreciation Right. 


 


	(s)	“Incentive
    Stock Option” shall mean an Option granted pursuant to Section 9 of the Plan that is intended to satisfy the provisions of
    Code Section 422, or any successor provision.


 


	(t)	“Insider”
    shall mean an individual who is, on the relevant date, an officer or Director of the Company, or an individual who beneficially owns
    more than ten percent (10%) of any class of equity securities of the Company that is registered under Section 12 of the Exchange
    Act, as determined by the Board of Directors in accordance with Section 16 of the Exchange Act. 


 


	(u)	The
    “Internal Revenue Code” or “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
    References to sections of the Code are intended to include applicable treasury regulations and successor statutes and regulations.
    


 


	(v)	“Option”
    shall mean an Incentive Stock Option or Nonqualified Stock Option granted pursuant to the Plan. 


 


	(w)	“Nonqualified
    Stock Option” shall mean an Option granted pursuant to Section 10 of the Plan or an Option (or portion thereof) that does not
    qualify as an Incentive Stock Option. 


 


	(x)	“Parent”
    shall mean any parent corporation of the Company within the meaning of Code Section 424(e), or any successor provision. 


 


	(y)	“Participant”
    shall mean an Employee to whom an Incentive Stock Option has been granted or an Employee, a Director, or a Consultant to whom a Nonqualified
    Stock Option, Restricted Stock Award, Restricted Stock Unit, Performance Award or Stock Appreciation Right has been granted. (z)
    “Performance Award” shall mean any Performance Shares or Performance Units Award granted pursuant to Section 13 of the
    Plan. 


 


	(aa)	“Performance-Based
    Compensation” shall mean compensation under an Award that is intended to satisfy the requirements of Code Section 162(m) for
    certain performance-based compensation paid to Covered Employees. Notwithstanding the foregoing, nothing in the Plan shall be construed
    to mean that an Award which does not satisfy the requirements for performance-based compensation under Code Section 162(m) does not
    constitute performance-based compensation for other purposes, including Code Section 409A. 


 


	(bb)	“Performance
    Objective(s)” shall mean one or more performance objectives established by the Administrator, in its sole discretion, for Awards
    granted under this Plan, including Performance Awards to Covered Employees that are intended to qualify as Performance-Based Compensation.
    For any Awards that are intended to qualify as “performance-based compensation” under Code Section 162(m), the Performance
    Objectives shall be limited to any one, or a combination of the following criteria: (i) revenue or net sales, (ii) operating income,
    (iii) net income (before or after taxes), (iv) earnings per share, (v) earnings before or after taxes, interest, depreciation and/or
    amortization, (vi) gross profit margin, (vii) return measures (including, but not limited to, return on invested capital, assets,
    capital, equity, sales), (viii) increase in revenue or net sales, (ix) operating expense ratios, (x) operating expense targets, (xi)
    productivity ratios, (xii) gross or operating margins, (xiii) cash flow (including, but not limited to, operating cash flow, free
    cash flow, cash flow return on equity and cash flow return on investment), (xiv)
working capital targets, (xv) capital expenditures, (xvi) share price (including, but not limited to, growth measures and total shareholder
return), (xvii) appreciation in the fair market value or book value of the Common Stock, (xviii) debt to equity ratio or debt levels,
and (xix) market share, in all cases including, if selected by the Administrator, threshold, target and maximum levels.
















 






    	 



    	 



    

 


	(cc)	“Performance
    Period” shall mean the period, established at the time any Award is granted or at any time thereafter, during which any Performance
    Objectives specified by the Administrator with respect to such Award are to be measured. 


 


	(dd)	“Performance
    Share” shall mean any grant pursuant to Section 13 hereof of an Award, which value, if any, shall be paid to a Participant
    by delivery of shares of Common Stock of the Company upon achievement of such Performance Objectives during the Performance Period
    as the Administrator shall establish at the time of such grant or thereafter. 


 


	(ee)	“Performance
    Unit” shall mean any grant pursuant to Section 13 hereof of an Award, which value, if any, shall be paid to a Participant by
    delivery of cash upon achievement of such Performance Objectives during the Performance Period as the Administrator shall establish
    at the time of such grant or thereafter. 


 


	(ff)	“Plan”
    means iSun, Inc. 2020 Equity Incentive Plan, as amended hereafter from time to time, including the form of Agreements as they may
    be modified by the Administrator from time to time. 


 


	(gg)	“Restricted
    Stock Award” shall mean any grant of restricted shares of Common Stock pursuant to Section 11 of the Plan. 


 


	(hh)	“Restricted
    Stock Unit” shall mean any grant of any restricted stock units pursuant to Section 12 of the Plan. 


 


	(ii)	“Rule
    16b-3” shall mean Rule 16b-3, or any successor provision, as then in effect, of the General Rules and Regulations under the
    Exchange Act. 


 


	(jj)	“Stock
    Appreciation Right” shall mean a grant pursuant to Section 14 of the Plan. 


 


	(kk)	A
    “Subsidiary” shall mean any subsidiary corporation of the Company within the meaning of Code Section 424(f), or any successor
    provision. 


 


	(ll)	“Voting
    Power” shall mean any and all classes of securities issued by the applicable entity which are entitled to vote in the election
    of directors of the applicable entity. 


 


SECTION
2. 


PURPOSE


 


The
purpose of the Plan is to promote the success of the Company and its Affiliates by facilitating the employment and retention of competent
personnel and by furnishing incentives to those Employees, Directors, and Consultants upon whose efforts the success of the Company and
its Affiliates will depend to a large degree. It is the intention of the Company to carry out the Plan through the granting of Incentive
Stock Options, Nonqualified Stock Options, Restricted Stock Awards, Restricted Stock Units, Performance Awards and Stock Appreciation
Rights.


 


SECTION
3. 


EFFECTIVE
DATE AND DURATION OF PLAN


 


The
Plan shall be effective on the Effective Date; provided, however, that adoption of the Plan shall be and is expressly subject to the
condition of approval by the shareholders of the Company within twelve (12) months before or after the Effective Date. However, Awards
may be granted prior to the date the Plan is approved by the shareholders of the Company; provided that any Incentive Stock Options granted
after the Effective Date shall be treated as Nonqualified Stock Options if shareholder approval is not obtained within such twelve-month
period. The Administrator may grant Awards pursuant to the Plan from time to time until the Administrator discontinues or terminates
the Plan; provided, however, that in no event may Incentive Stock Options be granted pursuant to the Plan after the earlier of (i) the
date the Administrator discontinues or terminates the Plan, or (ii) the Close of Business on the day immediately preceding the tenth
anniversary of the Effective Date.














 






    	 



    	 



    

 


SECTION
4. 


ADMINISTRATION


 


	(a)	Administration
    by the Board of Directors or Committee(s). The Plan shall be administered by the Board of Directors of the Company (hereinafter referred
    to as the “Board”); provided, however, that the Board may delegate some or all of the administration of the Plan to a
    Committee or Committees. The Board and any Committee appointed by the Board to administer the Plan are collectively referred to in
    the Plan as the “Administrator.” 


 


	(b)	Delegation
    by Administrator. The Administrator may delegate to one or more Committees and/or sub-Committees, or to one or more officers of the
    Company and/or its Affiliates, or to one or more agents and/or advisors, such administrative duties or powers as it may deem advisable.
    The Administrator or any Committees or individuals to whom it has delegated duties or powers as aforesaid may employ one or more
    individuals to render advice with respect to any responsibility of the Administrator or such Committees or individuals may have under
    the Plan. The Administrator may, by resolution, authorize one or more officers of the Company to do one or both of the following
    on the same basis as can the Administrator: (i) designate Employees to be recipients of Awards and (ii) determine the size of any
    such Awards; provided, however, (x) the Committee shall not delegate such responsibilities to any such officer for Awards granted
    to an Employee who is considered an Insider; (y) the resolution providing such authorization sets forth the total number of Awards
    such officer(s) may grant; and (z) the officer(s) shall report periodically to the Administrator regarding the nature and scope of
    the Awards granted pursuant to the authority delegated. 


 


	(c)	Powers
    of Administrator. Except as otherwise provided herein, the Administrator shall have all of the powers vested in it under the provisions
    of the Plan, including but not limited to exclusive authority to determine, in its sole discretion, whether an Award shall be granted;
    the individuals to whom, and the time or times at which, Awards shall be granted; the number of shares subject to each Award; the
    exercise price of Options granted hereunder; and the performance criteria, if any, and any other terms and conditions of each Award.
    The Administrator shall have full power and authority to administer and interpret the Plan, to make and amend rules, regulations
    and guidelines for administering the Plan, to prescribe the form and conditions of the respective Agreements evidencing each Award
    (which may vary from Participant to Participant), to amend or revise Agreements evidencing any Award (to the extent the amended terms
    would be permitted by the Plan and provided that no such revision or amendment, except as is authorized in Section 15, shall impair
    the terms and conditions of any Award which is outstanding on the date of such revision or amendment to the material detriment of
    the Participant in the absence of the consent of the Participant), and to make all other determinations necessary or advisable for
    the administration of the Plan (including to correct any defect, omission or inconsistency in the Plan or any Agreement, to the extent
    permitted by law and the Plan). The Administrator’s interpretation of the Plan, and all actions taken and determinations made
    by the Administrator pursuant to the power vested in it hereunder, shall be conclusive and binding on all parties concerned. 


 


	(d)	Limitation
    on Liability; Actions of Committees. No member of the Board or a Committee shall be liable for any action taken or determination
    made in good faith in connection with the administration of the Plan. In the event the Board appoints a Committee as provided hereunder,
    or the Administrator delegates any of its duties to another Committee or sub-Committee, any action of such Committee with respect
    to the administration of the Plan shall be taken pursuant to a majority vote of the Committee members or pursuant to the written
    resolution of all Committee members. 


 


SECTION
5. 


PARTICIPANTS


 


The
Administrator may grant Awards under the Plan to any Employee, Director, or Consultant; provided, however, that only Employees are eligible
to receive Incentive Stock Options. In designating Participants, the Administrator shall also determine the number of shares or cash
units to be optioned or awarded to each such Participant and any Performance Objectives applicable to Awards. The Administrator may from
time to time designate individuals as being ineligible to participate in the Plan. The power of the Administrator under this Section
5 shall be exercised from time to time in the sole discretion of the Administrator and without approval by the shareholders.








 






    	 



    	 



    

 


SECTION
6. 


STOCK


 


	(a)	Number
    of Shares Reserved. The stock to be awarded or optioned under the Plan (the “Share Authorization”) shall consist of authorized
    but unissued or reacquired shares of Common Stock. Subject to Section 15 of the Plan, the maximum aggregate number of shares of Common
    Stock reserved and available for Awards under the Plan is 3,000,000 shares of Common Stock; provided, however, that all shares of
    Common Stock reserved and available under the Plan shall constitute the maximum aggregate number of shares of Stock that may be issued
    through Incentive Stock Options. 


 


	(b)	Share
    Usage. The following shares of Common Stock shall not reduce the Share Authorization and shall continue to be reserved and available
    for Awards granted pursuant to the Plan: (i) all or any portion of any outstanding Restricted Stock Award or Restricted Stock Unit
    that expires or is forfeited for any reason, or that is terminated prior to the vesting or lapsing of the risks of forfeiture on
    such Award, and (ii) shares of Common Stock covered by an Award to the extent the Award is settled in cash; provided, however, that
    the full number of shares of Common Stock subject to a Stock Appreciation Right shall reduce the Share Authorization, whether such
    Stock Appreciation Right is settled in cash or shares of Common Stock. Any shares of Common Stock withheld to satisfy tax withholding
    obligations on an Award, shares of Common Stock withheld to pay the exercise price of an Option, and shares of Common Stock subject
    to a broker-assisted cashless exercise of an Option shall reduce the Share Authorization. 


 


	(c)	Annual
    Award Limits. Unless and until the Administrator determines that an Award to a Covered Employee shall not be Performance-Based Compensation,
    the following limits (each, an “Annual Award Limit,” and collectively, “Annual Award Limits”) shall apply
    to grants of such Awards under the Plan:


 


	 	(i)	Options
    and Stock Appreciation Rights. The maximum number of shares of Common Stock subject to Options granted and shares of Common Stock
    subject to Stock Appreciation Rights granted in any one calendar year to any one Participant shall be, in the aggregate, 200,000
    shares, subject to adjustment as provided in Section 15. 


 


	 	(ii)	Restricted
    Stock Awards and Restricted Stock Units. The maximum grant with respect Restricted Stock Awards and Restricted Stock Units in any
    one calendar year to any one Participant shall be, in the aggregate, 100,000 shares, subject to adjustment as provided in Section
    15.


 


SECTION
7. 


PERFORMANCE
OBJECTIVES


 


	(a)	Performance
    Objectives. Any Performance Objective may be used to measure the performance of the Company and/or Affiliate, as a whole or with
    respect to any business unit, or any combination thereof as the Administrator may deem appropriate, or any of the specified Performance
    Objectives as compared to the performance of a group of competitor companies, or published or special index that the Administrator,
    in its sole discretion, deems appropriate. The Administrator also has the authority to provide for accelerated vesting of any Award
    based on the achievement of performance goals pursuant to the Performance Objectives; provided, however, that such authority shall
    be subject to Code Section 162(m) with respect to Awards intended to qualify as Performance-Based Compensation. 


 


	(b)	Evaluation
    of Performance Objectives. The Administrator may provide in any Award based on Performance Objectives that any evaluation of performance
    may include or exclude any of the following events that occurs during a Performance Period: (i) asset write-downs, (ii) litigation
    or claim judgments or settlements, (iii) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting
    reported results, (iv) any reorganization and restructuring programs, (v) extraordinary nonrecurring items as described in FASB Accounting
    Standards Codification 225-20—Extraordinary and Unusual Items and/or in Management’s Discussion and Analysis of financial
    condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year, (vi)
    acquisitions or divestitures, and (vii) foreign exchange gains and losses. To the extent such inclusions or exclusions affect Awards
    to Covered Employees, they shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility. 








 






    	 



    	 



    

 

	(c)	Adjustment
    of Performance-Based Compensation. Awards that are intended to qualify as Performance-Based Compensation may not be adjusted upward.
    The Administrator shall retain the discretion to adjust such Awards downward, either on a formula or discretionary basis or any combination,
    as the Administrator determines. 


 


	(d)	Administrator
    Discretion. In the event that applicable tax and/or securities laws change to permit Administrator discretion to alter the governing
    Performance Objectives without obtaining shareholder approval of such changes, the Administrator shall have sole discretion to make
    such changes without obtaining shareholder approval. In addition, in the event that the Administrator determines that it is advisable
    to grant Awards that shall not qualify as Performance-Based Compensation, the Administrator may make such grants without satisfying
    the requirements of Code Section 162(m) and, in such case, may apply performance objectives other than those set forth in this Section
    7. 


 


SECTION
8. 


PAYMENT
OF OPTION EXERCISE PRICE


 


Upon
the exercise of an Option, Participants may pay the exercise price of an Option (i) in cash, or with a personal check, certified check,
or other cash equivalent, (ii) by the surrender by the Participant to the Company of previously acquired unencumbered shares of Common
Stock (through physical delivery or attestation), (iii) through the withholding of shares of Common Stock from the number of shares otherwise
issuable upon the exercise of the Option (e.g., a net share settlement), (iv) through broker-assisted cashless exercise if such exercise
complies with applicable securities laws and any insider trading policy of the Company, (v) such other form of payment as may be authorized
by the Administrator, or (vi) by a combination thereof. In the event the Participant elects to pay the exercise price, in whole or in
part, with previously acquired shares of Common Stock or through a net share settlement, the then-current Fair Market Value of the stock
delivered or withheld shall equal the total exercise price for the shares being purchased in such manner.


 


The
Administrator may, in its sole discretion, limit the forms of payment available to the Participant and may exercise such discretion any
time prior to the termination of the Option granted to the Participant or upon any exercise of the Option by the Participant. “Previously
acquired shares of Common Stock” means shares of Common Stock which the Participant owns on the date of exercise (or for the period
of time, if any, as may be required by generally accepted accounting principles or any successor principles applicable to the Company).


 


With
respect to payment in the form of Common Stock, the Administrator may require advance approval or adopt such rules as it deems necessary
to assure compliance with Rule 16b-3, if applicable.


 


SECTION
9. 


TERMS
AND CONDITIONS OF INCENTIVE STOCK OPTIONS


 


Each
Incentive Stock Option shall be evidenced by an Incentive Stock Option Agreement, which shall comply with and be subject to the following
terms and conditions:


 


	(a)	Number
    of Shares and Exercise Price. The Incentive Stock Option Agreement shall state the total number of shares covered by the Incentive
    Stock Option. Except as permitted by Code Section 424(a), or any successor provision, the exercise price per share shall not be less
    than one hundred percent (100%) of the per share Fair Market Value of the Common Stock on the date the Administrator grants the Incentive
    Stock Option; provided, however, that if a Participant owns stock possessing more than ten percent (10%) of the total combined Voting
    Power of all classes of stock of the Company or of its Parent or any Subsidiary, the exercise price per share of an Incentive Stock
    Option granted to such Participant shall not be less than one hundred ten percent (110%) of the per share Fair Market Value of Common
    Stock on the date of the grant of the Incentive Stock Option. The Administrator shall have full authority and discretion in establishing
    the exercise price and shall be fully protected in so doing. 


 


	(b)	Exercisability
    and Term. The Incentive Stock Option Agreement shall state when the Incentive Stock Option becomes exercisable (i.e. “vests”),
    and, if applicable in the Administrator’s discretion, shall describe the Performance Objectives and Performance Period upon
    which vesting is based, the manner in which performance shall be measured and the extent to which partial achievement of the Performance
    Objectives may result in vesting of the Option. The Participant may exercise the Incentive Stock Option, in full or in part, upon
    or after the vesting date of such Option (or portion thereof). Notwithstanding anything
in the Plan or the Agreement to the contrary, the Participant may not exercise an Incentive Stock Option after the maximum term of such
Option, as such term is specified in the Incentive Stock Option Agreement. Except as permitted by Code Section 424(a), in no event shall
any Incentive Stock Option be exercisable during a term of more than ten (10) years after the date on which it is granted; provided,
however, that if a Participant owns stock possessing more than ten percent (10%) of the total combined Voting Power of all classes of
stock of the Company or of its Parent or any Subsidiary, the Incentive Stock Option granted to such Participant shall be exercisable
during a term of not more than five (5) years after the date on which it is granted. The Administrator may accelerate the exercisability
of any Incentive Stock Option granted hereunder which is not immediately exercisable as of the date of grant.








 






    	 



    	 



    

 


	(c)	No
    Rights as Shareholder. A Participant (or the Participant’s successors) shall have no rights as a shareholder with respect to
    any shares covered by an Incentive Stock Option until the date of the issuance of the Common Stock subject to such Award upon exercise,
    as evidenced by a stock certificate or as reflected in the books and records of the Company or its designated agent (i.e., a “book
    entry”). No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property),
    distributions or other rights for which the record date is prior to the date such shares are actually issued (as evidenced in either
    certificated or book entry form). 


 


	(d)	Withholding.
    The Company or its Affiliate shall be entitled to withhold and deduct from any future payments to the Participant all legally required
    amounts necessary to satisfy any and all withholding and employment-related taxes attributable to the Participant’s exercise
    of an Incentive Stock Option or a “disqualifying disposition” of shares acquired through the exercise of an Incentive
    Stock Option as defined in Code Section 421(b), to require the Participant to remit an amount sufficient to satisfy such withholding
    requirements, or to require any combination thereof. In the event the Participant is required under the Incentive Stock Option Agreement
    to pay the Company, or make arrangements satisfactory to the Company respecting payment of, such withholding and employment-related
    taxes, the Administrator may, in its sole discretion, require the Participant to satisfy such obligation, in whole or in part, by
    delivering shares of Common Stock or by electing to have the Company withhold shares of Common Stock otherwise issuable to the Participant
    as a result of the exercise of the Incentive Stock Option. Such shares shall have a Fair Market Value equal to the minimum required
    tax withholding, based on the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that
    are applicable to the supplemental income resulting from such exercise or disqualifying disposition. In no event may the Participant
    deliver shares, nor may the Company or any Affiliate withhold shares, having a Fair Market Value in excess of such statutory minimum
    required tax withholding. The Participant’s delivery of shares or the withholding of shares for this purpose shall occur on
    or before the later of (i) the date the Incentive Stock Option is exercised or the date of the disqualifying disposition, as the
    case may be, or (ii) the date that the amount of tax to be withheld is determined under applicable tax law. 


 


	(e)	Vesting
    Limitation. Notwithstanding any other provision of the Plan, the aggregate Fair Market Value (determined as of the date an Incentive
    Stock Option is granted) of the shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first
    time by a Participant during any calendar year (under the Plan and any other “incentive stock option” plans of the Company
    or any Affiliate shall not exceed $100,000 (or such other amount as may be prescribed by the Code from time to time); provided, however,
    that if the exercisability or vesting of an Incentive Stock Option is accelerated as permitted under the provisions of the Plan and
    such acceleration would result in a violation of the limit imposed by this Section 9(e), such acceleration shall be of full force
    and effect but the number of shares of Common Stock that exceed such limit shall be treated as having been granted pursuant to a
    Nonqualified Stock Option; and provided, further, that the limits imposed by this Section 9(e) shall be applied to all outstanding
    Incentive Stock Options under the Plan and any other “incentive stock option” plans of the Company or any Affiliate in
    chronological order according to the dates of grant. 


 


	(f)	Other
    Provisions. The Incentive Stock Option Agreement authorized under this Section 9 shall contain such other provisions as the Administrator
    shall deem advisable. Any such Incentive Stock Option Agreement shall contain such limitations and restrictions upon the exercise
    of the Incentive Stock Option as shall be necessary to ensure that such Incentive Stock Option will be considered an “incentive
    stock option” as defined in Code Section 422 or to conform to any change therein. 








 






    	 



    	 



    

 


SECTION
10. 


TERMS
AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS


 


Each
Nonqualified Stock Option shall be evidenced by a Nonqualified Stock Option Agreement, which shall comply with and be subject to the
following terms and conditions:


 


	(a)	Number
    of Shares and Exercise Price. The Nonqualified Stock Option Agreement shall state the total number of shares covered by the Nonqualified
    Stock Option. The exercise price per share shall be equal to one hundred percent (100%) of the per share Fair Market Value of the
    Common Stock on the date of grant of the Nonqualified Stock Option, or such higher price as the Administrator determines. 


 


	(b)	Exercisability
    and Term. The Nonqualified Stock Option Agreement shall state when the Nonqualified Stock Option becomes exercisable (i.e. “vests”)
    and, if applicable in the Administrator’s discretion, shall describe the Performance Objectives and Performance Period upon
    which vesting is based, the manner in which performance shall be measured and the extent to which partial achievement of the Performance
    Objectives may result in vesting of the Option. The Participant may exercise the Nonqualified Stock Option, in full or in part, upon
    or after the vesting date of such Option (or portion thereof); provided, however, that the Participant may not exercise a Nonqualified
    Stock Option after the maximum term of such Option, as such term is specified in the Nonqualified Stock Option Agreement. Unless
    otherwise determined by the Administrator and specified in the Agreement governing the Award, no Nonqualified Stock Option shall
    be exercisable during a term of more than ten (10) years after the date on which it is granted. The Administrator may accelerate
    the exercisability of any Nonqualified Stock Option granted hereunder which is not immediately exercisable as of the date of grant.
    


 


	(c)	No
    Rights as Shareholder. A Participant (or the Participant’s successors) shall have no rights as a shareholder with respect to
    any shares covered by a Nonqualified Stock Option until the date of the issuance of the Common Stock subject to such Award upon exercise,
    as evidenced by a stock certificate or as reflected in the books and records of the Company or its designated agent (i.e., a “book
    entry”). No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property),
    distributions or other rights for which the record date is prior to the date such shares are actually issued (as evidenced in either
    certificated or book entry form). 


 


	(d)	Withholding.
    The Company or its Affiliate shall be entitled to withhold and deduct from any future payments to the Participant all legally required
    amounts necessary to satisfy any and all withholding and employment-related taxes attributable to the Participant’s exercise
    of a Nonqualified Stock Option, to require the Participant to remit an amount sufficient to satisfy such withholding requirements,
    or to require any combination thereof. In the event the Participant is required under the Nonqualified Stock Option Agreement to
    pay the Company, or make arrangements satisfactory to the Company respecting payment of, such withholding and employment-related
    taxes, the Administrator may, in its sole discretion, require the Participant to satisfy such obligation, in whole or in part, by
    delivering shares of Common Stock or by electing to have the Company withhold shares of Common Stock otherwise issuable to the Participant
    as a result of the exercise of the Nonqualified Stock Option. Such shares shall have a Fair Market Value equal to the minimum required
    tax withholding, based on the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that
    are applicable to the supplemental income resulting from such exercise. In no event may the Participant deliver shares, nor may the
    Company or any Affiliate withhold shares, having a Fair Market Value in excess of such statutory minimum required tax withholding.
    The Participant’s delivery of shares or the withholding of shares for this purpose shall occur on or before the later of (i)
    the date the Nonqualified Stock Option is exercised, or (ii) the date that the amount of tax to be withheld is determined under applicable
    tax law. 


 


	(e)	Other
    Provisions. The Nonqualified Stock Option Agreement authorized under this Section 10 shall contain such other provisions as the Administrator
    shall deem advisable. 









 






    	 



    	 



    

 


SECTION
11. 


RESTRICTED
STOCK AWARDS


 


Each
Restricted Stock Award shall be evidenced by a Restricted Stock Award Agreement, which shall comply with and be subject to the following
terms and conditions:


 


	(a)	Number
    of Shares. The Restricted Stock Award Agreement shall state the total number of shares of Common Stock covered by the Restricted
    Stock Award. 


 


	(b)	Risks
    of Forfeiture. The Restricted Stock Award Agreement shall set forth the risks of forfeiture, if any, which shall apply to the shares
    of Common Stock covered by the Restricted Stock Award and the manner in which such risks of forfeiture shall lapse, including, if
    applicable in the Administrator’s discretion, a description of the Performance Objectives and Performance Period upon which
    the lapse of risks of forfeiture is based, the manner in which performance shall be measured and the extent to which partial achievement
    of the Performance Objectives may result in lapse of risks of forfeiture. The Administrator may, in its sole discretion, modify the
    manner in which such risks of forfeiture shall lapse but only with respect to those shares of Common Stock which are restricted as
    of the effective date of the modification. 


 


	(c)	Issuance
    of Shares; Rights as Shareholder. Except as provided below, the Company shall cause a stock certificate to be issued and shall deliver
    such certificate to the Participant or hold such certificate in a manner determined by the Administrator in its sole discretion;
    provided, however, that in lieu of a stock certificate, the Company may evidence the issuance of shares by a book entry in the records
    of the Company or its designated agent (if permitted by the Company’s designated agent and applicable law, as determined by
    the Administrator in its sole discretion). The Company shall cause a legend or notation to be placed on such certificate or book
    entry describing the risks of forfeiture and other transfer restrictions set forth in the Participant’s Restricted Stock Award
    Agreement and providing for the cancellation and, if applicable, return of such certificate or book entry if the shares of Common
    Stock subject to the Restricted Stock Award are forfeited. Until the risks of forfeiture have lapsed or the shares subject to such
    Restricted Stock Award have been forfeited, the Participant shall be entitled to vote the shares of Common Stock represented by such
    stock certificates and shall receive all dividends attributable to such shares, but the Participant shall not have any other rights
    as a shareholder with respect to such shares. 


 


	(d)	Withholding
    Taxes. The Company or its Affiliate shall be entitled to withhold and deduct from any future payments to the Participant all legally
    required amounts necessary to satisfy any and all withholding and employment-related taxes attributable to the Participant’s
    Restricted Stock Award, to require the Participant to remit an amount sufficient to satisfy such withholding requirements, or to
    require any combination thereof. In the event the Participant is required under the Restricted Stock Award Agreement to pay the Company,
    or make arrangements satisfactory to the Company respecting payment of, such withholding and employment-related taxes, the Administrator
    may, in its sole discretion, require the Participant to satisfy such obligations, in whole or in part, by delivering shares of Common
    Stock, including shares of Common Stock received pursuant to the Restricted Stock Award on which the risks of forfeiture have lapsed.
    Such shares shall have a Fair Market Value equal to the minimum required tax withholding, based on the minimum statutory withholding
    rates for federal and state tax purposes, including payroll taxes, that are applicable to the supplemental income resulting from
    the lapsing of the risks of forfeiture on such Restricted Stock Award. In no event may the Participant deliver shares having a Fair
    Market Value in excess of such statutory minimum required tax withholding. The Participant’s delivery of shares shall occur
    on or before the date that the amount of tax to be withheld is determined under applicable tax law. 


 


	(e)	Other
    Provisions. The Restricted Stock Award Agreement authorized under this Section 11 shall contain such other provisions as the Administrator
    shall deem advisable. 


 


SECTION
12. 


RESTRICTED
STOCK UNITS


 


Each
Restricted Stock Unit shall be evidenced by a Restricted Stock Unit Agreement, which shall comply with and be subject to the following
terms and conditions:


 


	(a)	Number
    of Shares. The Restricted Stock Unit Agreement shall state the total number of shares of Common Stock covered by the Restricted Stock
    Unit. 







 






    	 



    	 



    

 

	(b)	Vesting.
    The Restricted Stock Unit Agreement shall set forth the vesting conditions, if any, which shall apply to the Restricted Stock Unit
    and the manner in which such vesting may occur, including, if applicable in the Administrator’s discretion, a description of
    the Performance Objectives and Performance Period upon which vesting is based, the manner in which performance shall be measured
    and the extent to which partial achievement of the Performance Objectives may result in vesting of the Restricted Stock Unit. The
    Administrator may, in its sole discretion, accelerate the vesting of any Restricted Stock Unit. 


 


	(c)	Issuance
    of Shares; Rights as Shareholder. The Participant shall be entitled to payment of the Restricted Stock Unit as the units subject
    to such Award vest. The Administrator may, in its sole discretion, pay Restricted Stock Units in shares of Common Stock, cash in
    an amount equal to the Fair Market Value, on the date of payment, of the number of shares of Common Stock underlying the Award that
    have vested on the applicable payment date, or any combination thereof, as specified in the Restricted Stock Unit Agreement. If payment
    is made in shares of Common Stock, the Administrator shall cause to be issued one or more stock certificates in the Participant’s
    name and shall deliver such certificates to the Participant in satisfaction of such units; provided, however, that in lieu of stock
    certificates, the Company may evidence such shares by a book entry in the records of the Company or its designated agent (if permitted
    by the Company’s designated agent and applicable law, as determined by the Administrator in its sole discretion). Until the
    units subject to the Restricted Stock Unit have vested, the Participant shall not be entitled to vote any shares of Common Stock
    which may be acquired through the Award, shall not receive any dividends attributable to such shares, and shall not have any other
    rights as a shareholder with respect to such shares. 


 


	(d)	Withholding
    Taxes. The Company or its Affiliate shall be entitled to withhold and deduct from any future payments to the Participant all legally
    required amounts necessary to satisfy any and all withholding and employment-related taxes attributable to the Participant’s
    Restricted Stock Unit, to require the Participant to remit an amount sufficient to satisfy such withholding requirements, or to require
    any combination thereof. In the event the Participant is required under the Restricted Stock Unit Agreement to pay the Company, or
    make arrangements satisfactory to the Company respecting payment of, such withholding and employment-related taxes, the Administrator
    may, in its sole discretion, require the Participant to satisfy such obligations, in whole or in part, by delivering shares of Common
    Stock, including shares of Common Stock received pursuant to the Restricted Stock Unit. Such shares shall have a Fair Market Value
    equal to the minimum required tax withholding, based on the minimum statutory withholding rates for federal and state tax purposes,
    including payroll taxes, that are applicable to the supplemental income resulting from the payment of such Restricted Stock Unit.
    In no event may the Participant deliver shares having a Fair Market Value in excess of such statutory minimum required tax withholding.
    The Participant’s delivery of shares for this purpose shall occur on or before the date that the amount of tax to be withheld
    is determined under applicable tax law. 


 


	(e)	Other
    Provisions. The Restricted Stock Unit Agreement authorized under this Section 12 shall contain such other provisions as the Administrator
    shall deem advisable. 


 


SECTION
13. 


PERFORMANCE
AWARDS


 


Each
Performance Award granted pursuant to this Section 13 shall be evidenced by a written performance award agreement (the “Performance
Award Agreement”). The Performance Award Agreement shall be in such form as may be approved from time to time by the Administrator
and may vary from Participant to Participant; provided, however, that each Participant and each Performance Award Agreement shall comply
with and be subject to the following terms and conditions:


 


	(a)	Awards.
    Performance Awards in the form of Performance Units or Performance Shares may be granted to any Participant in the Plan. Performance
    Units shall consist of monetary awards which may be earned or become vested in whole or in part if the Company or the Participant
    achieves certain Performance Objectives established by the Administrator over a specified Performance Period. Performance Shares
    shall consist of shares of Stock or other Awards denominated in shares of Stock that may be earned or become vested in whole or in
    part if the Company or the Participant achieves certain Performance Objectives established by the Administrator over a specified
    Performance Period. 






 






    	 



    	 



    

 

	(b)	Performance
    Objectives, Performance Period and Payment. The Performance Award Agreement shall set forth: 


 


	 	(i)	the
    number of Performance Units or Performance Shares subject to the Performance Award, and the dollar value of each Performance Unit;
    


 


	 	(ii)	one
    or more Performance Objectives established by the Administrator; 


 


	 	(iii)	the
    Performance Period over which Performance Units or Performance Shares may be earned or may become vested; 


 


	 	(iv)	the
    extent to which partial achievement of the Performance Objectives may result in a payment or vesting of the Performance Award, as
    determined by the Administrator; and 


 


	 	(v)	the
    date upon which payment of Performance Units will be made or Performance Shares will be issued, as the case may be, and the extent
    to which such payment or the receipt of such Performance Shares or Performance Units may be deferred. 


 


	(c)	Withholding
    Taxes. The Company or its Affiliates shall be entitled to withhold and deduct from future wages of the Participant all legally required
    amounts necessary to satisfy any and all withholding and employment-related taxes attributable to the Participant’s Performance
    Award. In the event the Participant is required under the Performance Award Agreement to pay the Company or its Affiliates, or make
    arrangements satisfactory to the Company or its Affiliates respecting payment of, such withholding and employment-related taxes,
    the Administrator may, in its discretion and pursuant to such rules as it may adopt, permit the Participant to satisfy such obligations,
    in whole or in part, by delivering shares of Common Stock, including shares of Stock received pursuant to the Performance Award.
    Such shares shall have a Fair Market Value equal to the minimum required tax withholding, based on the minimum statutory withholding
    rates for federal and state tax purposes, including payroll taxes. In no event may the Participant deliver shares having a Fair Market
    Value in excess of such statutory minimum required tax withholding. The Participant’s election to deliver shares of Common
    Stock for this purpose shall be made on or before the date that the amount of tax to be withheld is determined under applicable tax
    law. Such election shall be approved by the Administrator and otherwise comply with such rules as the Administrator may adopt to
    assure compliance with Rule 16b-3, or any successor provision, as then in effect, of the General Rules and Regulations under the
    Exchange Act, if applicable. 


 


	(d)	Nontransferability.
    No Performance Award shall be transferable, in whole or in part, by the Participant, other than by will or by the laws of descent
    and distribution. If the Participant shall attempt any transfer of any Performance Award granted under the Plan, such transfer shall
    be void and the Performance Award shall terminate. 


 


	(e)	No
    Rights as Shareholder. A Participant (or the Participant’s successor or successors) shall have no rights as a shareholder with
    respect to any shares covered by a Performance Award until the date of the issuance of a stock certificate evidencing such shares.
    No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property), distributions
    or other rights for which the record date is prior to the date such stock certificate is actually issued (except as otherwise provided
    in Section 14 of the Plan). 


 


	(f)	Other
    Provisions. The Performance Award Agreement authorized under this Section 12 shall contain such other provisions as the Administrator
    shall deem advisable. 


 


SECTION
14. 


STOCK
APPRECIATION RIGHTS


 


Each
Stock Appreciation Right shall be evidenced by a Stock Appreciation Right Agreement, which shall comply with and be subject to the following
terms and conditions:


 


	(a)	Awards.
    A Stock Appreciation Right shall entitle the Participant to receive, upon exercise, cash, shares of Common Stock, or any combination
    thereof, having a value equal to the excess of (i) the Fair Market Value of a specified number of shares of Common Stock on the date
    of such exercise, over (ii) a specified exercise price. The number of shares and the exercise price of the Stock Appreciation Right
    shall be determined by the Administrator on the date of grant. The specified exercise price shall be equal to 100% of the Fair Market
    Value of such shares of Common Stock on the date of grant of the Stock Appreciation Right, or such higher
price as the Administrator determines. A Stock Appreciation Right may be granted independent of or in tandem with a previously or contemporaneously
granted Option.















 






    	 



    	 



    

 


	(b)	Exercisability
    and Term. The Stock Appreciation Right Agreement shall state when the Stock Appreciation Right becomes exercisable (i.e., “vests”)
    and, if applicable in the Administrator’s discretion, shall describe the Performance Objectives and Performance Period upon
    which vesting is based, the manner in which performance shall be measured and the extent to which partial achievement of the Performance
    Objectives may result in vesting of the Stock Appreciation Right. The Participant may exercise the Stock Appreciation Right, in full
    or in part, upon or after the vesting date of such Stock Appreciation Right (or portion thereof); provided, however, that the Participant
    may not exercise a Stock Appreciation Right after the maximum term of such Stock Appreciation Right, as such term is specified in
    the Stock Appreciation Right Agreement. Unless otherwise determined by the Administrator and specified in the Agreement governing
    the Award, no Stock Appreciation Right shall be exercisable during a term of more than ten (10) years after the date on which it
    is granted. 


 


The
Administrator may accelerate the exercisability of any Stock Appreciation Right granted hereunder which is not immediately exercisable
as of the date of grant. If a Stock Appreciation Right is granted in tandem with an Option, the Stock Appreciation Right Agreement shall
set forth the extent to which the exercise of all or a portion of the Stock Appreciation Right shall cancel a corresponding portion of
the Option, and the extent to which the exercise of all or a portion of the Option shall cancel a corresponding portion of the Stock
Appreciation Right.


 


	(c)	Withholding
    Taxes. The Company or its Affiliate shall be entitled to withhold and deduct from any future payments to the Participant all legally
    required amounts necessary to satisfy any and all withholding and employment-related taxes attributable to the Participant’s
    Stock Appreciation Right, to require the Participant to remit an amount sufficient to satisfy such withholding requirements, or to
    require any combination thereof. In the event the Participant is required under the Stock Appreciation Right to pay the Company or
    its Affiliate, or make arrangements satisfactory to the Company or its Affiliate respecting payment of, such withholding and employment-related
    taxes, the Administrator may, in its sole discretion, require the Participant to satisfy such obligation, in whole or in part, by
    delivering shares of Common Stock or by electing to have the Company withhold shares of Common Stock otherwise issuable to the Participant
    as a result of the exercise of the Stock Appreciation Right. Such shares shall have a Fair Market Value equal to the minimum required
    tax withholding, based on the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that
    are applicable to the supplemental income resulting from such exercise. In no event may the Participant deliver shares, nor may the
    Company or any Affiliate withhold shares, having a Fair Market Value in excess of such statutory minimum required tax withholding.
    The Participant’s delivery of shares or the withholding of shares for this purpose shall occur on or before the later of (i)
    the date the Stock Appreciation Right is exercised, or (ii) the date that the amount of tax to be withheld is determined under applicable
    tax law. 


 


	(d)	No
    Rights as Shareholder. A Participant (or the Participant’s successors) shall have no rights as a shareholder with respect to
    any shares covered by a Stock Appreciation Right until the date of the issuance of a stock certificate evidencing such shares; provided,
    however, that in lieu of stock certificates, the Company may evidence such shares by a book entry in the records of the Company or
    its designated agent (if permitted by the Company’s designated agent and applicable law, as determined by the Administrator
    in its sole discretion). No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other
    property), distributions or other rights for which the record date is prior to the date such stock certificate is actually issued
    or such book entry is made. 


 


	(e)	Other
    Provisions. The Stock Appreciation Right Agreement authorized under this Section 14 shall contain such other provisions as the Administrator
    shall deem advisable, including but not limited to any restrictions on the exercise of the Stock Appreciation Right which may be
    necessary to comply with Rule 16b-3. 








 






    	 



    	 



    

 


SECTION
15. 


RECAPITALIZATION,
EXCHANGE, 


LIQUIDATION,
OR CHANGE OF CONTROL


 


	(a)	In
    General. In the event of an increase or decrease in the number of shares of Common Stock resulting from a stock dividend, stock split,
    reverse split, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares
    of Common Stock effected without receipt of consideration by the Company, other than due to conversion of the convertible securities
    of the Company, the Administrator may, in its sole discretion, adjust the value determinations applicable to outstanding Awards and
    the Plan in order to reflect such change, including adjustment of the class and number of shares of stock reserved under Section
    6 of the Plan, the class and number of shares of stock covered by each outstanding Award, and, if and as applicable, the exercise
    price per share of each outstanding Award and the Annual Award Limits. Additional shares which may become covered by the Award pursuant
    to such adjustment shall be subject to the same restrictions as are applicable to the shares with respect to which the adjustment
    relates. 


 


	(b)	Liquidation.
    Unless otherwise provided in the Agreement evidencing an Award, in the event of a dissolution or liquidation of the Company, the
    Administrator may provide for one or both of the following: 


 


	(i)	the
    acceleration of the exercisability of any or all outstanding Options or Stock Appreciation Rights, the vesting and payment of any
    or all Performance Awards, or Restricted Stock Units, or the lapsing of the risks of forfeiture on any or all Restricted Stock Awards;
    provided, however, that no such acceleration, vesting or payment shall occur if the acceleration, vesting or payment would violate
    the requirements of Code Section 409A; or 


 


	(ii)	the
    complete termination of the Plan and the cancellation of any or all Awards (or portions thereof) which have not been exercised, have
    not vested, or remain subject to risks of forfeiture, as applicable, in each case immediately prior to the completion of such a dissolution
    or liquidation. 


 


	(c)	Change
    of Control. Unless otherwise provided in the Agreement evidencing an Award, in the event of a Change of Control, the Administrator
    may provide for one or more of the following: 


 


	 	(i)	the
    acceleration of the exercisability of any outstanding Options or Stock Appreciation Rights (or portions thereof), the vesting and
    payment of any Performance Awards (or portions thereof), or the lapsing of the risks of forfeiture on any Restricted Stock Awards
    or Restricted Stock Units (or portion thereof); 


 


	 	(ii)	the
    complete termination of this Plan, the cancellation of outstanding Options or Stock Appreciation Rights (or portion thereof) not
    exercised prior to a date specified by the Board (which date shall give Participants a reasonable period of time in which to exercise
    such Option or Stock Appreciation Right prior to the effective date of such Change of Control), the cancellation of any Performance
    Award (or portion thereof) and the cancellation of any Restricted Stock Awards or Restricted Stock Units (or portion thereof) for
    which the risks of forfeiture have not lapsed; 


 


	 	(iii)	that
    the entity succeeding the Company by reason of such Change of Control, or the parent of such entity, shall assume or continue any
    or all Awards (or portions thereof) outstanding immediately prior to the Change of Control or substitute for any or all such Awards
    (or portions thereof) a substantially equivalent award with respect to the securities of such successor entity, as determined in
    accordance with applicable laws and regulations; or 


 


	 	(iv)	that
    Participants holding outstanding Awards shall become entitled to receive, with respect to each share of Common Stock subject to such
    Award (whether vested or unvested, as determined by the Administrator pursuant to subsection (c)(i) hereof) as of the effective date
    of any such Change of Control, cash in an amount equal to (1) for Participants holding Options or Stock Appreciation Rights, the
    excess of the Fair Market Value of such Common Stock on the date immediately preceding the effective date of such Change of Control
    over the exercise price per share of Options or Stock Appreciation Rights, or (2) for Participants holding Awards other than Options
    or Stock Appreciation Rights, the Fair Market Value of such Common Stock on the date immediately preceding the effective date of
    such Change of Control. 













 






    	 



    	 



    

 


The
Administrator need not take the same action with respect to all Awards (or portions thereof) or with respect to all Participants. In
addition, the Administrator may restrict the rights of or the applicability of this Section 15 to the extent necessary to comply with
Section 16(b) of the Exchange Act, the Internal Revenue Code or any other applicable law or regulation. The grant of an Award pursuant
to the Plan shall not limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes
of its capital or business structure or to merge, exchange or consolidate or to dissolve, liquidate, sell or transfer all or any part
of its business or assets.


 


SECTION
16. 


NONTRANSFERABILITY


 


	(a)	In
    General. Except as expressly provided in the Plan or an Agreement, no Award shall be transferable by the Participant, in whole or
    in part, other than by will or by the laws of descent and distribution. If the Participant shall attempt any transfer of any Award,
    such transfer shall be void and the Award shall terminate. 


 


	(b)	Nonqualified
    Stock Options. Notwithstanding anything in this Section 16 to the contrary, the Administrator may, in its sole discretion, permit
    the Participant to transfer any or all Nonqualified Stock Options to any member of the Participant’s “immediate family”
    as such term is defined in Rule 16a-1(e) of the Exchange Act, or any successor provision, or to one or more trusts whose beneficiaries
    are members of such Participant’s “immediate family” or partnerships in which such family members are the only
    partners; provided, however, that the Participant cannot receive any consideration for the transfer and such transferred Nonqualified
    Stock Option shall continue to be subject to the same terms and conditions as were applicable to such Nonqualified Stock Option immediately
    prior to its transfer. 


 


	(c)	Beneficiary
    Designation. Each Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively)
    to whom any benefit under the Plan is to be paid in case of such Participant’s death before receipt of any or all of such benefit.
    Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Administrator,
    and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. In
    the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s
    estate. 


 


SECTION
17. 


INVESTMENT
PURPOSE AND SECURITIES COMPLIANCE


 


No
shares of Common Stock shall be issued pursuant to the Plan unless and until there has been compliance, in the opinion of Company’s
counsel, with all applicable legal requirements, including without limitation, those relating to securities laws and stock exchange listing
requirements. As a condition to the issuance of Common Stock to Participant, the Administrator may require Participant to (a) represent
that the shares of Common Stock are being acquired for investment and not resale and to make such other representations as the Administrator
shall deem necessary or appropriate to qualify the issuance of the shares as exempt from the Securities Act of 1933 and any other applicable
securities laws, and (b) represent that Participant shall not dispose of the shares of Common Stock in violation of the Securities Act
of 1933 or any other applicable securities laws.


 


As
a further condition to the grant of any Option or the issuance of Common Stock to a Participant, the Participant agrees to the following:


 


	(a)	In
    the event the Company advises the Participant that it plans an underwritten public offering of its Common Stock in compliance with
    the Securities Act of 1933, as amended, the Participant will execute any lock-up agreement the Company and the underwriter(s) deem
    necessary or appropriate, in their sole discretion, in connection with such public offering. 


 


	(b)	In
    the event the Company makes any public offering of its securities and determines in its sole discretion that it is necessary to reduce
    the number of outstanding Awards so as to comply with any state’s securities or Blue Sky law limitations with respect thereto,
    the Board of Directors of the Company shall have the right (i) to accelerate the exercisability of any Award and the date on which
    such Award must be exercised or remove the risks of forfeiture to which the Award is subject, provided that the Company gives Participant
    prior written notice of such acceleration or removal, and (ii) to cancel any outstanding Awards (or portions thereof) which Participant
    does not exercise prior to or contemporaneously with such public offering. 






 






    	 



    	 



    

 

	(c)	In
    the event of a Change of Control, Participant will comply with Rule 145 of the Securities Act of 1933 and any other restrictions
    imposed under other applicable legal or accounting principles if Participant is an “affiliate” (as defined in such applicable
    legal and accounting principles) at the time of the Change of Control, and Participant will execute any documents necessary to ensure
    compliance with such rules. 


 


The
Company reserves the right to place a legend on any stock certificate (or a notation on any book entry shares permitted by the Administrator)
issued in connection with an Award pursuant to the Plan to assure compliance with this Section 17.


 


The
Company shall not be required to register or maintain the registration of the Plan, any Award, or any Common Stock issued or issuable
pursuant to the Plan under the Securities Act of 1933 or any other applicable securities laws. If the Company is unable to obtain the
authority that the Company or its counsel deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company
shall not be liable for the failure to issue and sell Common Stock upon the exercise, vesting, or lapse of restrictions of forfeiture
of an Award unless and until such authority is obtained. A Participant shall not be eligible for the grant of an Award or the issuance
of Common Stock pursuant to an Award if such grant or issuance would violate any applicable securities law.


 


SECTION
18. 


AMENDMENT
OF THE PLAN


 


The
Board may from time to time, insofar as permitted by law, suspend or discontinue the Plan or revise or amend it in any respect; provided,
however, that no such suspension, termination, revision, or amendment, except as is authorized in Section 15, shall impair the terms
and conditions of any Award which is outstanding on the date of such suspension, termination, revision, or amendment to the material
detriment of the Participant without the consent of the Participant. Notwithstanding the foregoing, except as provided in Section 15
of the Plan or to the extent required by applicable law or regulation, the Board may not, without shareholder approval, revise or amend
the Plan to (i) materially increase the number of shares subject to the Plan, (ii) change the designation of Participants, including
the class of Employees, eligible to receive Awards, (iii) decrease the price at which Options or Stock Appreciation Rights may be granted,
(iv) cancel, regrant, repurchase for cash, or replace Options or Stock Appreciation Rights that have an exercise price in excess of the
Fair Market Value of the Common Stock with other awards, or amend the terms of outstanding Options or Stock Appreciation Rights to reduce
their exercise price, (v) materially increase the benefits accruing to Participants under the Plan, or (vi) make any modification that
will cause Incentive Stock Options to fail to meet the requirements of Code Section 422.


 


To
the extent applicable, the Plan and all Agreements shall be interpreted to be exempt from or comply with the requirements of Code Section
409A and, if applicable, to comply with Code Section 422, in each case including the regulations, notices, and other guidance of general
applicability issued thereunder. Furthermore, notwithstanding anything in the Plan or any Agreement to the contrary, the Board may amend
the Plan or Agreement to the extent necessary or desirable to comply with such requirements without the consent of the Participant.


 


SECTION
19. 


RIGHTS
AND OBLIGATIONS ASSOCIATED WITH AWARDS


 


	(a)	No
    Obligation to Exercise. The granting of an Option or Stock Appreciation Right shall impose no obligation upon the Participant to
    exercise such Option or Stock Appreciation Right. 


 


	(b)	No
    Employment or Other Service Rights. The granting of an Award hereunder shall not impose upon the Company or any Affiliate any obligation
    to retain the Participant in its employ or service for any period. 


 


	(c)	Unfunded
    Plan. Participants shall have no right, title, or interest whatsoever in or to any particular assets of the Company or any of its
    Affiliates by reason of the right to receive a benefit under the terms of the Plan. Nothing contained in the Plan, and no action
    taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between
    the Company and any Participant, beneficiary, legal representative, or any other person. To the extent that any person acquires a
    right to receive shares of Common Stock or payments from the Company or any of its Affiliates under the Plan, such right shall be
    no greater than the right of an unsecured general creditor of the Company or an Affiliate, as the case may be. All payments to be
    made hereunder shall be paid from the general funds of the Company or an Affiliate, as the case may be. In its sole discretion, the
    Administrator may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver
    the shares of Common Stock or make payments in lieu of or with respect to Awards hereunder; provided, however, that the existence
    of such trusts or other arrangements is consistent with the unfunded status of the Plan.








 






    	 



    	 



    

 


SECTION
20. 


MISCELLANEOUS


 


	(a)	Issuance
    of Shares. The Company is not required to issue or remove restrictions on shares of Common Stock granted pursuant to the Plan until
    the Administrator determines that: (i) all conditions of the Award have been satisfied, (ii) all legal matters in connection with
    the issuance have been satisfied, and (iii) the Participant has executed and delivered to the Company such representations or agreements
    as the Administrator may consider appropriate, in its sole discretion, to satisfy the requirements of any applicable law or regulation.
    


 


	(b)	Choice
    of Law. The law of the state of Delaware shall govern all questions concerning the construction, validity, and interpretation of
    the Plan, without regard to that state’s conflict of laws rules. 


 


	(c)	Severability.
    In the event that any provision of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall
    not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision
    had not been included. 


 


	(d)	No
    Duty to Notify. The Company shall have no duty or obligation to any Participant to advise such Participant as to the time and manner
    of exercising an Award or as to the pending termination or expiration of such Award. In addition, the Company has no duty or obligation
    to minimize the tax consequences of an Award to the Participant.