Exhibit 10.2


 


SHUTTLE PHARMACEUTICALS HOLDINGS, INC.


 


2018 EQUITY INCENTIVE PLAN


 


1. Purposes
of the Plan. The purposes of this Plan are:


 


		●	to attract and retain the best available personnel for positions of substantial responsibility,



 


		●	to provide incentives to individuals who perform services for the Company, and



 


		●	to promote the success of the Company’s business.



 


The Plan permits the
grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units,
Performance Units, Performance Shares and other stock or cash awards as the Administrator may determine.


 


2. Definitions.
As used herein, the following definitions will apply:


 


(a) “Administrator”
means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 hereof.


 


(b) “Affiliate”
means any corporation or any other entity (including, but not limited to, partnerships and joint ventures) controlling, controlled
by, or under common control with the Company.


 


(c) “Applicable
Laws” means the requirements relating to the administration of equity-based awards under U.S. federal and state corporate
laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed
or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plans.


 


(d) “Award”
means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted
Stock Units, Performance Units, Performance Shares and other stock or cash awards as the Administrator may determine.


 


(e) “Award
Agreement” means the written agreement setting forth the terms and provisions applicable to each Award granted under
the Plan. The Award Agreement is subject to the terms and conditions of the Plan.


 


(f) “Board”
means the Board of Directors of the Company.


 




     


     


    

 


(g) “Change
in Control” means the occurrence of any of the following events after the Effective Date:


 


		(i)	A change in the ownership of the Company which occurs on the date that any one person, or more
than one person acting as a group (“Person”), acquires ownership of stock in the Company that, together with
the stock already held by such Person, constitutes more than 50% of the total voting power of the stock of the Company; provided,
however, that for purposes of this subsection (i), the acquisition of additional stock by any Person who is considered to own more
than 50% of the total voting power of the stock of the Company before the acquisition will not be considered a Change in Control;
or



 


		(ii)	The individuals who constitute the members of the Board cease, by reason of a financing, merger,
combination, acquisition, takeover or other non-ordinary course transaction affecting the Company, to constitute at least fifty-one
percent (51%) of the members of the Board; or



 


		(iii)	The consummation of any of the following events: (A) a change in the ownership of a substantial
portion of the Company’s assets, which occurs on the date that any Person acquires (or has acquired during the twelve (12)
month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross
fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately
prior to such acquisition or acquisitions, or (B) a merger, consolidation or reorganization involving the Company, where either
or both of the events described in clauses (i) or (ii) above would be the result. For purposes of this subsection (iii), the following
will not constitute a change in the ownership of a substantial portion of the Company’s assets or a Change in Control: (A)
a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer
of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect
to the Company’s stock, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly,
by the Company, (3) a Person that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding
stock of the Company, or (4) an entity, at least 50% of the total equity or voting power of which is owned, directly or indirectly,
by a Person described in subsection (iii)(B)(3) above. For purposes of this subsection (iii), gross fair market value means the
value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities
associated with such assets.



 


For purposes of this
Section 2(g), persons will be considered to be acting as a group if they are owners of a corporation or other entity that enters
into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.


 


(h) “Code”
means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor
or amended section of the Code.


 




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(i) “Committee”
means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board in accordance with Section 4
hereof.


 


(j) “Common
Stock” means the common stock, par value $0.001 per share, of the Company.


 


(k) “Company”
means Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation, or any successor thereto.


 


(l) “Consultant”
means any person, including an advisor, other than an Employee engaged by the Company or a Parent, Subsidiary or Affiliate to render
services to such entity.


 


(m)
“Director” means a member of the Board.


 


(n) “Disability”
means permanent and total disability as defined in Section 22(e)(3) of the Code, provided that in the case of Awards other
than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists
in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.


 


(o) “Effective
Date” shall have the meaning set forth in Section 17 hereof.


 


(p) “Employee”
means any person, including Officers and Directors, other than a Consultant employed by the Company or any Parent, Subsidiary or
Affiliate of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient
to constitute “employment” by the Company.


 


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


 


(r) “Exchange
Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the
same type (which may have lower exercise prices and different terms), Awards of a different type, and/or cash, and/or (ii) the
exercise price of an outstanding Award is reduced. The Administrator will determine the terms and conditions of any Exchange Program
in its sole discretion.


 


(s) “Fair
Market Value” means, as of any date, the value of the Common Stock as the Administrator may determine in good faith,
by reference to the closing price of such stock on any established stock exchange or on a national market system on the day of
determination, if the Common Stock is so listed on any established stock exchange or on a national market system. If the Common
Stock is not listed on any established stock exchange or on a national market system, the value of the Common Stock will be determined
as the Administrator may determine in good faith using (i) a valuation methodology set forth in Treasury Regulation 1.409A-1(b)(5)(iv)(B)
or (ii) with respect to valuations applicable to Awards that are not subject to Code Section 409A, such other valuation methods
as the Administrator may select.


 


(t) “Fiscal
Year” means the fiscal year of the Company.


 




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(u) “Incentive
Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.


 


(v) “Nonstatutory
Stock Option” means an Option that by its terms does not qualify or expressly provides that it is not intended to qualify
as an Incentive Stock Option.


 


(w) “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.


 


(x) “Option”
means a stock option granted pursuant to Section 6 hereof.


 


(y) “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.


 


(z) “Participant”
means the holder of an outstanding Award.


 


(aa) “Performance
Goals” will have the meaning set forth in Section 11 hereof.


 


(bb) “Performance
Period” means any Fiscal Year of the Company or such other period as determined by the Administrator in its sole discretion.


 


(cc) “Performance
Share” means an Award denominated in Shares which may be earned in whole or in part upon attainment of Performance Goals
or other vesting criteria as the Administrator may determine pursuant to Section 10 hereof.


 


(dd) “Performance
Unit” means an Award which may be earned in whole or in part upon attainment of Performance Goals or other vesting criteria
as the Administrator may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing
pursuant to Section 10 hereof.


 


(ee) “Period
of Restriction” means the period during which transfers of Shares of Restricted Stock are subject to restrictions and,
therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the
achievement of target levels of performance, or the occurrence of other events specified in the applicable Award, as interpreted
and construed by the Administrator.


 


(ff) “Plan”
means this 2018 Equity Incentive Plan.


 


(gg) “Restricted
Stock” means Shares issued pursuant to an Award of Restricted Stock under Section 8 hereof, or issued pursuant to
the early exercise of an Option.


 


(hh) “Restricted
Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant
to Section 9 hereof. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.


 


(ii) “Rule
16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised
with respect to the Plan.


 




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(jj) “Section 16(b)”
means Section 16(b) of the Exchange Act.


 


(kk) “Service
Provider” means an Employee, Director, or Consultant.


 


(ll) “Share”
means a share of the Common Stock, as adjusted in accordance with Section 14 hereof.


 


(mm) “Stock
Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 7 is
designated as a Stock Appreciation Right.


 


(nn) “Subsidiary”
means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.


 


3. Stock Subject to the Plan.


 


(a) Subject
to the provisions of Section 14 hereof, the maximum aggregate number of Shares that may be awarded and sold under the Plan
is Three Million (3,000,000) Shares. The Shares may be authorized, but unissued, or reacquired Common Stock.


 


(b) Lapsed
Awards. If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted
Stock, Restricted Stock Units, Performance Shares or Performance Units, is forfeited to or repurchased by the Company, the unpurchased
Shares (or for Awards other than Options and Stock Appreciation Rights, the forfeited or repurchased Shares) which were subject
thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). Upon exercise of a Stock
Appreciation Right settled in Shares, the gross number of Shares covered by the portion of the Award so settled will cease to be
available under the Plan. Shares that have actually been issued under the Plan under any Award will not be returned to the Plan
and will not become available for future distribution under the Plan; provided, however, that if unvested Shares of Restricted
Stock, Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Company or are forfeited to the Company,
such Shares will become available for future grant under the Plan. Shares subject to an Award that are transferred to or retained
by the Company to pay the tax and/or exercise price of an Award will become available for future grant or sale under the Plan.
To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the
number of Shares available for issuance under the Plan and, for the elimination of doubt, the number of Shares of equal value to
such cash payment shall become available for future grant or sale under the Plan. Notwithstanding the foregoing provisions of this
Section 3(b), subject to adjustment provided in Section 14 hereof, the maximum number of Shares that may be issued upon the
exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a) above, plus, to the extent
allowable under Section 422 of the Code, any Shares that become available for issuance under the Plan under this Section 3(b).


 


(c) Share
Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will
be sufficient to satisfy the requirements of the Plan.


 




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4. Administration
of the Plan.


 


(a) Procedure.


 


		(i)	Multiple Administrative Bodies. Different Committees may be established with respect to
different groups of Service Providers; in that event, the Committee established with respect to a group of Service Providers shall
administer the Plan with respect to Awards granted to members of such group.



 


		(ii)	Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule
16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3.



 


		(iii)	Other Administration. Other than as provided above, the Plan will be administered by (A) the
Board or (B) a Committee, which committee will be constituted to satisfy Applicable Laws.



 


(b) Powers
of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties
delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:


 


		(i)	to determine Fair Market Value;



 


		(ii)	to select the Service Providers to whom Awards may be granted hereunder;



 


		(iii)	to determine the terms and condition, not inconsistent with the terms of the Plan, of any Award
granted hereunder;



 


		(iv)	to institute an Exchange Program and to determine the terms and conditions, not inconsistent with
the terms of the Plan, for (1) the surrender or cancellation of outstanding Awards in exchange for Awards of the same type, Awards
of a different type, and/or cash, or (2) the reduction of the exercise price of outstanding Awards;



 


		(v)	to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;



 


		(vi)	to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and
regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws;



 


		(vii)	to modify or amend each Award (subject to Section 19(c) hereof);



 


		(viii)	to authorize any person to execute on behalf of the Company any instrument required to reflect
or implement the grant of an Award previously granted by the Administrator;



 




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		(ix)	to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that
would otherwise be due to such Participant under an Award pursuant to such procedures as the Administrator may determine consistent
with the requirements for compliance with or exemption from the provisions of Code Section 409A; and



 


		(x)	to make all other determinations deemed necessary or advisable for administering the Plan.



 


(c) Effect
of Administrator’s Decision. The Administrator’s decisions, determinations, and interpretations will be final
and binding on all Participants and any other holders of Awards.


 


5. Eligibility.
Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units, Performance
Shares, and such other cash or stock awards as the Administrator determines may be granted to Service Providers. Incentive Stock
Options may be granted only to Employees.


 


6. Stock
Options.


 


(a) Limitations.


 


		(i)	Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a
Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the
Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar
year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000 (U.S.), such Options will be treated as Nonstatutory
Stock Options. For purposes of this Section 6(a), Incentive Stock Options will be taken into account in the order in which
they were granted. The Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares
is granted.



 


		(ii)	Subject to the limits set forth in Section 3, the Administrator will have complete discretion to
determine the number of Shares subject to an Option granted to any Participant.



 


(b) Term
of Option. The Administrator will determine the term of each Option in its sole discretion; provided, however, that the term
will be no more than ten (10) years from the date of grant thereof in the case of Incentive Stock Options Moreover, in the case
of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing
more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of
the Incentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement.


 




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(c) Option
Exercise Price and Consideration.


 


		(i)	Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise
of an Option will be determined by the Administrator, but will be no less than 100% of the Fair Market Value per Share on the date
of grant. In addition, in the case of an Incentive Stock Option granted to an Employee who, at the time the Incentive Stock Option
is granted, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Parent or Subsidiary,
the per Share exercise price will be no less than 110% of the Fair Market Value per Share on the date of grant. Notwithstanding
the foregoing provisions of this Section 6(c), Options may be granted with a per Share exercise price of less than 100% of the
Fair Market Value per Share on the date of grant pursuant to the issuance or assumption of an Option in a transaction to which
Section 424(a) of the Code applies in a manner consistent with said Section 424(a).



 


		(ii)	Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator will
fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option
may be exercised.



 


		(iii)	Form of Consideration. The Administrator will determine the acceptable form(s) of consideration
for exercising an Option, including the method of payment, to the extent permitted by Applicable Laws including but not limited
to tendering capital stock of the Company owned by a Participant, duly endorsed for transfer to the Company.



 


(d) Exercise
of Option.


 


		(i)	Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable
according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth
in the Award Agreement. An Option may not be exercised for a fraction of a Share.



 


An Option
will be deemed exercised when the Company receives: (i) notice of exercise (in such form as the Administrator specifies from
time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which
the Option is exercised (together with any applicable withholding taxes). No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued, except as provided in Section 14 hereof.


 




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		(ii)	Termination of Relationship as a Service Provider. If a Participant ceases to be a Service
Provider, other than upon the Participant’s termination as the result of the Participant’s death or Disability, the
Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that
the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth
in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for three
(3) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination
the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert
to the Plan. If after termination the Participant does not exercise his or her Option within the time specified by Award Agreement
or by operation of this Section 6(d)(3), the Option will terminate, and the Shares covered by such Option will revert to the Plan.



 


		(iii)	Disability of Participant. If a Participant ceases to be a Service Provider as a result
of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified
in the Award Agreement to the extent the Option is vested on the date of cessation (but in no event later than the expiration of
the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option
will remain exercisable for six (6) months following the date the Participant ceases to be a Service Provider. Unless otherwise
provided by the Administrator, if on the date of cessation the Participant is not vested as to his or her entire Option, the Shares
covered by the unvested portion of the Option will revert to the Plan. If after cessation the Participant does not exercise his
or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to
the Plan.



 


		(iv)	Death of Participant. If a Participant dies while a Service Provider, the Option may be
exercised within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date
of death (but in no event may the option be exercised later than the expiration of the term of such Option as set forth in the
Award Agreement), by the Participant’s beneficiary, provided such beneficiary has been designated prior to Participant’s
death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option
may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred
pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified
time in the Award Agreement, the Option will remain exercisable for six (6) months following Participant’s death. Unless
otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option will continue to vest in accordance with the Award Agreement. If the Option
is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert
to the Plan.



 




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7. Stock
Appreciation Rights.


 


(a) Grant
of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to
Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.


 


(b) Number
of Shares. The Administrator will have complete discretion to determine the number of Stock Appreciation Rights granted to
any Participant.


 


(c) Exercise
Price and Other Terms. The Administrator, subject to the provisions of the Plan, will have complete discretion to determine
the terms and conditions of Stock Appreciation Rights granted under the Plan; provided, however, that the exercise price will be
not less than 100% of the Fair Market Value of a Share on the date of grant.


 


(d) Stock
Appreciation Rights Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify
the exercise price, the number of Shares with respect to which the Award is granted, the term of the Stock Appreciation Right,
the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine.


 


(e) Expiration
of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the
Administrator, in its sole discretion, and set forth in the Award Agreement; provided, however, that the term will be no more than
ten (10) years from the date of grant thereof. Notwithstanding the foregoing, the rules of Section 6(d) above also will apply
to Stock Appreciation Rights.


 


(f) Payment
of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive
payment from the Company in an amount determined by multiplying:


 


		(i)	The difference between the Fair Market Value of a Share on the date of exercise over the “stock
appreciation right exercise price,” as defined under Treasury Regulation Section 1.409A-1(b)(i)(B)(2), i.e., the Fair
Market Value of a Share on the date of grant of the Stock Appreciation Right; times



 


		(ii)	The number of Shares with respect to which the Stock Appreciation Right is exercised.



 


At the discretion of
the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some
combination thereof.


 


8. Restricted
Stock.


 


(a) Grant
of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time,
may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.


 




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(b) Restricted
Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction,
the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine.


 


(c) Transferability.
Except as provided in this Section 8, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated until such Shares become non-forfeitable at the end of the applicable Period of Restriction.


 


(d) Other
Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as
it may deem advisable or appropriate.


 


(e) Removal
of Restrictions. Except as otherwise provided in this Section 8, Shares of Restricted Stock covered by each Restricted Stock
grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction.
The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.


 


(f) Voting
Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise
full voting rights with respect to those Shares, unless the Administrator determines otherwise in a manner not prohibited by the
Award Agreement.


 


(g) Dividends
and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled
to receive all dividends and other distributions paid with respect to such Shares unless otherwise provided in the Award Agreement.
If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability
and provisions for forfeiture as the Shares of Restricted Stock with respect to which they were paid.


 


(h) Return
of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have
not lapsed will revert to the Company and again will become available for grant under the Plan.


 


9. Restricted
Stock Units.


 


(a) Grant.
Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. Each Restricted Stock
Unit grant will be evidenced by an Award Agreement that will specify such other terms and conditions as the Administrator, in its
sole discretion, will determine in accordance with the terms and conditions of the Plan, including all terms, conditions, and restrictions
related to the grant, the number of Restricted Stock Units and the form of payout, which, subject to Section 9(d) hereof,
may be left to the discretion of the Administrator.


 




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(b) Vesting
Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to
which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. After
the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any restrictions for such Restricted
Stock Units. Each Award of Restricted Stock Units will be evidenced by an Award Agreement that will specify the vesting criteria,
and such other terms and conditions as the Administrator, in its sole discretion will determine. The Administrator, in its discretion,
may accelerate the time at which any restrictions will lapse or be removed, subject to the prohibition on acceleration of the timing
of distribution of deferred compensation subject to Section 409A of the Code, to the extent applicable to the Award.


 


(c) Earning
Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout
as specified in the Award Agreement.


 


(d) Form
and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) set forth
in the Award Agreement, which shall satisfy the requirements of Section 409A of the Code, to the extent applicable to such Award.
The Administrator, in its sole discretion, may pay earned Restricted Stock Units in cash, Shares, or a combination thereof. Shares
represented by Restricted Stock Units that are fully paid in cash again will be available for grant under the Plan.


 


(e) Cancellation.
On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.


 


10. Performance
Units and Performance Shares.


 


(a) Grant
of Performance Units/Shares. Performance Units and Performance Shares may be granted to Service Providers at any time and from
time to time, as will be determined by the Administrator, in its sole discretion. The Administrator will have complete discretion
in determining the number of Performance Units/Shares granted to each Participant.


 


(b) Value
of Performance Units/Shares. Each Performance Unit will have an initial value that is established by the Administrator on or
before the date of grant. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date
of grant.


 


(c) Performance
Objectives and Other Terms. The Administrator will set performance objectives or other vesting provisions. The Administrator
may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited
to, continued employment), or any other basis determined by the Administrator in its discretion. Each Award of Performance Units/Shares
will be evidenced by an Award Agreement that will specify the Performance Period, and such other terms and conditions as the Administrator,
in its sole discretion, will determine.


 


(d) Earning
of Performance Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will
be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period,
to be determined as a function of the extent to which the corresponding performance objectives or other vesting provisions have
been achieved. After the grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any
performance objectives or other vesting provisions for such Performance Unit/Share.


 




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(e) Form
and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units/Shares will be made as soon as practicable
after the expiration of the applicable Performance Period or, if earlier, after the date on which a Participant’s interest
in such Performance Units/Shares is no longer subject to a substantial risk of forfeiture, provided however, that in no event shall
such payment be made after the later to occur of (i) December 31 of the year in which such risk of forfeiture lapses or (ii) two
and one-half months after such risk of forfeiture lapses. The Administrator, in its sole discretion, may pay earned Performance
Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance
Units/Shares at the close of the applicable Performance Period) or in a combination thereof.


 


(f) Cancellation
of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares
will be forfeited to the Company, and again will be available for grant under the Plan.


 


11. Leaves
of Absence. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid
leave of absence. A Service Provider will not cease to be an Employee in the case of (i) any leave of absence approved by
the Company, or (ii) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary. For
purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave
is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed,
then six (6) months and one day following the commencement of such leave any Incentive Stock Option held by the Participant will
cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option.


 


12. Transferability
of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime
of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award may only be transferred
(i) by will, (ii) by the laws of descent and distribution, (iii) to a revocable trust, or (iv) as permitted by Rule 701 of the
Securities Act of 1933, as amended.


 


13. Adjustments;
Dissolution or Liquidation; Merger or Change in Control.


 


(a) Adjustments.
In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase,
or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the
Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the
number, class, and price of Shares covered by each outstanding Award, and the numerical Share limits set forth in Sections 3,
6, 7, 8, 9 and 10 hereof.


 




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(b) Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation of the Company, any corporate separation or division,
including, but not limited to, a split-up, a split-off or a spin-off; a reverse merger in which the Company is the surviving entity,
but the shares of Company stock outstanding immediately preceding the merger are converted by virtue of the merger into other property,
whether in the form of securities, cash or otherwise; or the transfer of more than fifty percent (50%) of the then outstanding
voting stock of the Company to another person or entity. the Administrator will notify each Participant as soon as practicable
prior to the effective date of such proposed transaction. The Company, to the extent permitted by applicable law but otherwise
in its sole discretion may provide for: (i) the continuation Awards by the Company (if the Company is surviving entity or its parent;
(ii) the assumption of the Plan and such outstanding Awards by the surviving entity or its parent; (iii) the substitution by the
surviving entity or its parent of rights with substantially the same terms for such outstanding Awards; or (iv) the cancellation
of such outstanding Rights without payment of any consideration provided that in the case of this clause (iv), the Administrator
will provide notice of its intention to cancel Award and offer a reasonable opportunity to exercise vested Awards.


 


(c) Change
in Control. In the event of a merger or Change in Control, each outstanding Award will be treated as the Administrator determines,
including, without limitation, that each Award will be assumed or an equivalent option or right substituted by the successor corporation
or a Parent or Subsidiary of the successor corporation (the “Successor Corporation”). The Administrator will
not be required to treat all Awards similarly in the transaction.


 


In the event that the
Successor Corporation does not assume or substitute for the Award, the Participant will fully vest in and have the right to exercise
all of his or her outstanding Options and Stock Appreciation Rights, including Shares as to which such Awards would not otherwise
be vested or exercisable, all restrictions on Restricted Stock will lapse, and, with respect to Restricted Stock Units, Performance
Shares and Performance Units, all Performance Goals or other vesting criteria will be deemed achieved at target levels and all
other terms and conditions met. In addition, if an Option or Stock Appreciation Right is not assumed or substituted for in the
event of a Change in Control, the Administrator will notify the Participant in writing or electronically that the Option or Stock
Appreciation Right will be fully vested and exercisable for a period of time determined by the Administrator in its sole discretion,
and the Option or Stock Appreciation Right will terminate upon the expiration of such period.


 


For the purposes of
this subsection (c), an Award will be considered assumed if, following the Change in Control, the Award confers the right to purchase
or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash,
or other securities or property) or, in the case of a Stock Appreciation Right upon the exercise of which the Administrator determines
to settle in cash or a Performance Share or Performance Unit which the Administrator can determine to settle in cash, the fair
market value of the consideration received in the merger or Change in Control by holders of Common Stock for each Share held on
the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen
by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in
Control is not solely common stock of the Successor Corporation, the Administrator may, with the consent of the Successor Corporation,
provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a
Performance Share or Performance Unit, for each Share subject to such Award (or in the case of Performance Units, the number of
implied shares determined by dividing the value of the Performance Units by the per share consideration received by holders of
Common Stock in the Change in Control), to be solely common stock of the Successor Corporation equal in fair market value to the
per share consideration received by holders of Common Stock in the Change in Control.


 




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Notwithstanding anything
in this Section 13(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more Performance
Goals will not be considered assumed if the Company or its successor modifies any of such Performance Goals without the Participant’s
consent; provided, however, a modification to such Performance Goals only to reflect the Successor Corporation’s post-Change
in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.


 


14. Tax
Withholding


 


(a) Withholding
Requirements. At any time prior to or following the delivery of any Shares or cash pursuant to an Award (or exercise thereof),
the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required
to be withheld with respect to such Award (or exercise thereof).


 


(b) Withholding
Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time,
may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (i) paying cash,
(ii) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum
amount required to be withheld, (iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the amount
required to be withheld, or (iv) selling a sufficient number of Shares otherwise deliverable to the Participant through such
means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required
to be withheld. The amount of the withholding requirement will be deemed to include any amount which the Administrator agrees may
be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local
marginal income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld
is to be determined. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the
taxes are required to be withheld.


 


15. No
Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing
the Participant’s relationship as a Service Provider with the Company, nor will they interfere in any way with the Participant’s
right or the Company’s right to terminate such relationship at any time, with or without cause, to the extent permitted by
Applicable Laws.


 


16. Date
of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination
granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided
to each Participant within a reasonable time after the date of such grant.


 




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17. Term
of Plan. Subject to Section 21 hereof, the Plan will become effective upon its adoption by the Board (the “Effective
Date”). It will continue in effect for a term of ten (10) years unless terminated earlier under Section 18 hereof; provided,
however, that such expiration shall not affect Awards then outstanding, and the terms and conditions of this Plan shall continue
to apply to such Awards.


 


18. Amendment
and Termination of the Plan.


 


(a) Amendment
and Termination. The Administrator may at any time amend, alter, suspend or terminate the Plan.


 


(b) Stockholder
Approval. Subject to Section 21, the Company will obtain stockholder approval of the Plan and any Plan amendment to the extent
necessary or desirable to comply with Applicable Laws.


 


(c) Effect
of Amendment or Termination. No amendment, alteration, suspension, or termination of the Plan will impair the rights of any
Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing
and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise
the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.


 


19. Conditions
Upon Issuance of Shares.


 


(a) Legal
Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance
and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company
with respect to such compliance.


 


(b) Investment
Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent
and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention
to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.


 


(c) Restrictive
Legends. All Award Agreements and all securities of the Company issued pursuant thereto shall bear such legends regarding restrictions
on transfer and such other legends as the appropriate officer of the Company shall determine to be necessary or advisable to comply
with applicable securities and other laws.


 


20. Inability
to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve
the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not
have been obtained.


 




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21. Stockholder
Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date
the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable
Laws, including without limitation Section 422 of the Code. In the event that stockholder approval is not obtained within twelve
(12) months after the date the Plan is adopted by the Board, all Incentive Stock Options granted hereunder shall be void ab
initio and of no effect. Notwithstanding any other provisions of the Plan, no Awards shall be exercisable until the date of
such stockholder approval.


 


22. Notification
of Election Under Section 83 of the Code. If any Service Provider shall, in connection with the acquisition of Shares under
the Plan, make an election permitted under either Section 83(b) or Section 83(i) of the Code, such Service Provider shall notify
the Company of such election within ten (10) days of filing notice of the election with the Internal Revenue Service and provide
the Company with a copy thereof, in addition to any filing and a notification required pursuant to regulations issued under the
authority of Sections 83(b) or 83(i) of the Code, as applicable. A Service Provider shall not be permitted to make a Section 83(b)
election with respect to an Award of a Restricted Stock Unit.


 


23. Notification
Upon Disqualifying Disposition Under Section 421(b) of the Code. Each Service Provider shall notify the Company of any disposition
of Shares issued pursuant to the exercise of an Incentive Stock Option under the circumstances described in Section 421(b) of the
Code (relating to certain disqualifying dispositions), within ten (10) days of such disposition.


 


24. 409A
Timing Rule for Specified Employees. If at the time of a Service Provider’s separation from service, such individual
is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment
that such Service Provider becomes entitled to under the Plan or any Award is deemed payable on account of such individual’s
separation from service, then no such payment shall be made prior to the date that is the earlier of (i) six months and one day
after the individual’s separation from service, or (ii) the individual’s death.


 


25. Governing
Law. The law of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of
this Plan, without regard to such state’s conflict of laws rules, subject to the Company’s intention that the Plan
satisfy the requirements of jurisdictions outside of the United States of America with respect to Awards subject to such jurisdictions.


 


26. General
Provisions.


 


(a) No Rights
as Stockholder. Except as specifically provided in this plan, a Participant or a transferee of an Award shall have no rights
as a stockholder with respect to any shares covered by the Award until the date of the issuance of such shares to the Participant,
and no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions
of other rights for which the record date is prior to the date such Stock is issued.


 




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


 


(c) Disqualifying
Dispositions. Any participant who shall make a “disposition” (as defined in Section 424 of the Code) of all
or any portion of an Incentive Stock Option within two (2) years from the date of grant of such Incentive Stock Option or within
(1) year after the issuance of the shares of Stock acquired upon exercise of such Incentive Stock Option 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 Stock.


 


(d) Regulatory
Matters Each Stock Option Agreement and Stock Purchase Agreement shall provide that no shares shall be purchased or sold
thereunder unless and until (i) any then applicable requirements of state or federal laws and regulatory agencies shall have been
fully compiled with to the satisfaction of the Company and its counsel and (ii) if required to do so by the Company, the Optionee
or Offeree shall have executed and delivered to the Company a letter of investment intent in such form and containing such provisions
as the Board or Committee may require.


 


(e) Delivery. Upon
exercise of an Award granted under this Plan, the Company shall issue Stock or pay any amounts due within a reasonable period of
time thereafter. Subject to any statutory obligations the Company may otherwise have, for purposes of this Plan, thirty days shall
be considered a reasonable period of time.


 


(f) Other Provisions. The
Stock Option Agreements and Stock Purchase Agreements authorized under the Plan may contain such other provisions not inconsistent
with this Plan, including, without limitation, restrictions upon the exercise of the Rights, as the Administrator may deem advisable.


 


(g) Section
409A. Awards under the Plan are intended either to be exempt from the rules of Section 409A of the Code or to satisfy those
rules, and the Plan and such awards shall be construed accordingly. Granted rights may be modified at any time, in the Administrator’s
direction, so as to increase the likelihood of exemption from or compliance with the rules of Section 409A of the Code.


 


 




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