Adamis Pharmaceuticals Corporation S-8


 





EXHIBIT 4.06


 


ADAMIS PHARMACEUTICALS CORPORATION



2009 EQUITY INCENTIVE PLAN 


1.     GENERAL.



        (a)    Successor
to Prior Plan.    The Plan is intended as the successor to the Company's 2005 Equity Incentive Plan (the
"Prior Plan"). Following the Effective Date, no additional stock awards shall be granted under the Prior
Plan. Any shares remaining available for issuance pursuant to the exercise of stock awards under the Prior Plan shall become available
for issuance pursuant to Stock Awards granted hereunder. Any shares subject to outstanding stock awards granted under the Prior
Plan that expire or terminate for any reason prior to exercise or settlement shall become available for issuance pursuant to Stock
Awards granted hereunder. On the Effective Date, all outstanding stock awards granted under the Prior Plan shall be deemed to be
stock awards granted pursuant to the Plan, but shall remain subject to the terms of the Prior Plan with respect to which they were
originally granted. All Stock Awards granted subsequent to the Effective Date shall be subject to the terms of the Plan.


        (b)    Eligible
Award Recipients.    The persons eligible to receive Awards are Employees, Directors and Consultants.


        (c)    Available
Awards.    The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (ii) Nonstatutory
Stock Options, (iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights,
(vi) Performance Stock Awards, (vii) Performance Cash Awards, and (viii) Other Stock Awards.


        (d)    General
Purpose.    The Company, by means of the Plan, seeks to secure and retain the services of the group of
persons eligible to receive Awards as set forth in Section 1(b), to provide incentives for such persons to exert maximum efforts
for the success of the Company and any Affiliate and to provide a means by which such eligible recipients may be given an opportunity
to benefit from increases in value of the Common Stock through the granting of Stock Awards.


2.     ADMINISTRATION.



        (a)    Administration
by Board.    The Board shall administer the Plan unless and until the Board delegates administration of
the Plan to a Committee or Committees, as provided in Section 2(c).


        (b)    Powers
of Board.    The Board shall have the power, subject to, and within the limitations of, the express provisions
of the Plan:


        (i)    To
determine from time to time (A) which of the persons eligible under the Plan shall be granted Awards; (B) when and how
each Award shall be granted; (C) what type or combination of types of Award shall be granted; (D) the provisions of each
Award granted (which need not be identical), including the time or times when a person shall be permitted to receive cash or Common
Stock pursuant to a Stock Award; and (E) the number of shares of Common Stock with respect to which a Stock Award shall be
granted to each such person.


        (ii)   To
construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its administration.
The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement
or in the written terms of a Performance Cash Award, in a manner and to the extent it shall deem necessary or expedient to make
the Plan or Award fully effective.


        (iii) To
settle all controversies regarding the Plan and Awards granted under it.


        (iv)  To
accelerate the time at which a Stock Award may first be exercised or the time during which an Award or any part thereof will vest
in accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it may first be exercised or
the time during which it will vest.



    1


     

    

 


        (v)   To
suspend or terminate the Plan at any time. Suspension or termination of the Plan shall not impair rights and obligations under
any Stock Award granted while the Plan is in effect except with the written consent of the affected Participant.


        (vi)  To
amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, relating to Incentive Stock
Options and certain nonqualified deferred compensation under Section 409A of the Code and to bring the Plan and/or Stock Awards
granted under the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided
in Section 9(a) relating to Capitalization Adjustments, stockholder approval shall be required for any amendment of the Plan
that either (A) materially increases the number of shares of Common Stock available for issuance under the Plan, (B) materially
expands the class of individuals eligible to receive Awards under the Plan, (C) materially increases the benefits accruing
to Participants under the Plan or materially reduces the price at which shares of Common Stock may be issued or purchased under
the Plan, (D) materially extends the term of the Plan, or (E) expands the types of Awards available for issuance under
the Plan, but in each of (A) to (E) only to the extent required by applicable law or listing requirements. Except as
provided above, rights under any Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan
unless (1) the Company requests the consent of the affected Participant, and (2) such Participant consents in writing.


        (vii) To
submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy
the requirements of (A) Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based
compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (B) Section 422 of
the Code regarding Incentive Stock Options or (C) Rule 16b-3.


        (viii) To
approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards or stock awards granted
under the Prior Plan, including, but not limited to, amendments to provide terms more favorable to the Participant than previously
provided in the Award Agreement, subject to any specified limits in the Plan that are not subject to Board discretion; provided
however, that the Participant's rights under any Award shall not be impaired by any such amendment unless (A) the Company
requests the consent of the affected Participant, and (B) such Participant consents in writing. Notwithstanding the foregoing,
subject to the limitations of applicable law, if any, the Board may amend the terms of any one or more Awards without the affected
Participant's consent if necessary to maintain the qualified status of the Award as an Incentive Stock Option or to bring the Award
into compliance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued
thereunder, including without limitation any such regulations or other guidance that may be issued or amended after the Effective
Date.


        (ix)  Generally,
to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the
Company and that are not in conflict with the provisions of the Plan or Awards.


        (x)   To
adopt such procedures and sub-plans as are necessary or appropriate to permit or facilitate participation in the Plan by Employees,
Directors or Consultants who are foreign nationals or employed outside the United States.


        (xi)  To
effect, at any time and from time to time, with the consent of any adversely affected Optionholder, (A) the reduction of the
exercise price of any outstanding Option under the Plan; (B) the cancellation of any outstanding Option under the Plan and
the grant in substitution therefor of (1) a new Option under the Plan or another equity plan of the Company covering the same
or a different number of shares of Common Stock, (2) a Restricted Stock Award (including a stock bonus), (3) a Stock
Appreciation Right, (4) Restricted Stock Unit, (5) an Other Stock Award, (6) cash and/or (7) other valuable
consideration (as determined by the Board, in its sole discretion); or (C) any other action that is treated as a repricing
under generally accepted accounting principles.



    2


     

    

 

        (c)    Delegation
to Committee.    


        (i)    General.    The
Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan is
delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed
by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any
of the administrative powers the Committee is authorized to exercise (and references in the Plan to the Board shall thereafter
be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan,
as may be adopted from time to time by the Board. The Board may retain the authority to concurrently administer the Plan with the
Committee and may, at any time, revest in the Board some or all of the powers previously delegated to the Committee, Committees,
subcommittee or subcommittees.


        (ii)    Section 162(m)
and Rule 16b-3 Compliance.    In the sole discretion of the Board, the Committee may consist solely
of two (2) or more Outside Directors, in accordance with Section 162(m) of the Code, or solely of two (2) or more
Non-Employee Directors, in accordance with Rule 16b-3. In addition, the Board or the Committee, in its sole discretion, may
(A) delegate to a Committee which need not consist of Outside Directors the authority to grant Awards to eligible persons
who are either (1) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income
resulting from such Stock Award, or (2) not persons with respect to whom the Company wishes to comply with Section 162(m)
of the Code, or (B) delegate to a Committee which need not consist of Non-Employee Directors the authority to grant Stock
Awards to eligible persons who are not then subject to Section 16 of the Exchange Act.


        (d)    Delegation
to an Officer.    The Board may delegate to one or more Officers the authority to do one or both of the
following (i) designate Employees who are not Officers to be recipients of Options (and, to the extent permitted by applicable
law, other Stock Awards) and the terms thereof, and (ii) determine the number of shares of Common Stock to be subject to such
Stock Awards granted to such Employees; provided, however, that the Board resolutions regarding such delegation shall specify
the total number of shares of Common Stock that may be subject to the Stock Awards granted by such Officer and that such Officer
may not grant a Stock Award to himself or herself. Notwithstanding anything to the contrary in this Section 2(d), the Board
may not delegate to an Officer authority to determine the Fair Market Value pursuant to Section 14(v)(ii) below. The
Board may delegate to one of more officers the authority to renew and resolve disputes with respect to Awards held by Participants
who are not an officer or director of the Company or any other person whose transactions in the Company’s common stock are
subject to Section 16 of the Exchange Act.


        (e)    Effect
of Board's Decision.    All determinations, interpretations and constructions made by the Board in good
faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons.


3.     SHARES
SUBJECT TO THE PLAN. 


        (a)    Share
Reserve.    Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the
aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards shall consist of five million nine hundred
eleven thousand seven hundred sixty-five (5,911,765) shares of Common Stock (the "Share Reserve"). In addition,
the number of shares of Common Stock available for issuance under Stock Awards pursuant to the Plan shall automatically increase
on January 1st of each year commencing in 2010 and ending on (and including) January 1, 2019, in an amount equal to the
lesser of (i) five percent (5%) of the total number of shares of Common Stock outstanding on December 31st of the preceding
calendar year, or (ii) a lesser number of shares of Common Stock determined by the Board before the start of a calendar year
for which an increase applies. For clarity, the limitation in this Section 3(a) is a limitation in the number of shares of
the Company's common stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting
of Stock Awards except as provided in Section 7(a). Shares may be issued in connection with a merger or acquisition as permitted
by NASD Rule 4350(i)(1)(A)(iii) or, if applicable, NYSE Listed Company Manual Section 303A.08, or AMEX Company Guide
Section 711 and such issuance shall not reduce the number of shares.


        (b)    Reversion
of Shares to the Share Reserve.    If a Stock Award (i) expires or otherwise terminates without having
been exercised in full, (ii) are forfeited back to the Company because of the failure to meet a contingency or condition required
to vest such shares in the Participant or (iii) is settled in cash (i.e., the holder of the Stock Award receives cash rather
than stock), the shares not issued under such Stock Award shall remain available for issuance under the Plan, and such expiration,
termination, forfeiture or settlement shall not reduce (or otherwise offset) the number of shares of the Company's common stock
that may be issued pursuant to the Plan. Also, any shares reacquired by the Company pursuant to subsection 8(g) or as consideration
for the exercise of an Option shall again become available for issuance under the Plan.



    3


     

    

 


        (c)    Incentive
Stock Option Limit.    No more than 20,000,000 shares of common stock shall be issued pursuant to the exercise
of Incentive Stock Options.


        (d)    Section 162(m)
Limitation on Annual Grants.    Subject to the provisions of Section 9(a) relating to Capitalization
Adjustments, at such time as the Company may be subject to the applicable provisions of Section 162(m) of the Code, no Employee
shall be eligible to be granted during any calendar year Stock Awards whose value is determined by reference to an increase over
an exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted
covering more than five million (5,000,000) shares of Common Stock, provided that such limit is established solely for 162(m) purposes
and that the excess portion of any Stock Award(s) granted above such limit shall not be deductible for purposes of Section 162(m).


        (e)    Source
of Shares.    The stock issuable under the Plan shall be shares of authorized but unissued or reacquired
shares of Common Stock, including shares repurchased by the Company on the open market.


4.     ELIGIBILITY.



        (a)    Eligibility
for Specific Stock Awards.    Incentive Stock Options may be granted only to employees of the Company or
a parent corporation or subsidiary corporation thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock
Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants.


        (b)    Ten
Percent Stockholders.    A Ten Percent Stockholder shall not be granted an Incentive Stock Option unless
the exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and
the Option is not exercisable after the expiration of five (5) years from the date of grant.


        (c)    Consultants.    A
Consultant shall be eligible for the grant of a Stock Award only if, at the time of grant, a Form S-8 Registration Statement
under the Securities Act ("Form S-8") is available to register either the offer or the sale of the
Company's securities to such Consultant because of the nature of the services that the Consultant is providing to the Company,
because the Consultant is a natural person, or because of any other rule governing the use of Form S-8.


5.     OPTION
PROVISIONS. 


        Each
Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options shall
be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued,
a separate certificate or certificates shall be issued for shares of Common Stock purchased on exercise of each type of Option.
If an Option is not specifically designated as an Incentive Stock Option, then the Option shall be a Nonstatutory Stock Option.
The provisions of separate Options need not be identical; provided, however, that each Option Agreement shall conform to
(through incorporation of provisions hereof by reference in the Option Agreement or otherwise) the substance of each of the following
provisions:


        (a)    Term.
Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option shall be exercisable after the expiration
of ten (10) years from the date of its grant or such shorter period specified in the Option Agreement.


        (b)    Exercise
Price.    Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise
price of each Option shall be not less than one hundred percent (100%) of the Fair Market Value subject to the Option on the date
the Option is granted. Notwithstanding the foregoing, an Option may be granted with an exercise price lower than one hundred percent
(100%) of the Fair Market Value subject to the Option if such Option is granted pursuant to an assumption or substitution for another
option in a manner consistent with the provisions of Section 424(a) of the Code (whether or not such options are Incentive
Stock Options).



    4


     

    

 


        (c)    Consideration.    The
purchase price of Common Stock acquired pursuant to the exercise of an Option shall be paid, to the extent permitted by applicable
law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. The Board
shall have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the
ability to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method of
payment. The methods of payment permitted by this Section 5(c) are:


        (i)    by
cash, check, bank draft or money order payable to the Company;


        (ii)   pursuant
to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stock
subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions
to pay the aggregate exercise price to the Company from the sales proceeds;


        (iii) by
delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;


        (iv)  by
a "net exercise" arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable
upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price;
provided, however, that the Company shall accept a cash or other payment from the Participant to the extent of any remaining
balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued; provided,
further, that shares of Common Stock will no longer be subject to an Option and will not be exercisable thereafter to the extent
that (A) shares issuable upon exercise are reduced to pay the exercise price pursuant to the "net exercise", (B) shares
are delivered to the Participant as a result of such exercise, and/or (C) shares are withheld to satisfy tax withholding obligations;
or


        (v)   in
any other form of legal consideration that may be acceptable to the Board in its sole discretion and permissible under applicable
law.


        (d)    Transferability
of Options.    The Board may, in its sole discretion, impose such limitations on the transferability of
Options as the Board shall determine. In the absence of such a determination by the Board to the contrary, the following restrictions
on the transferability of Options shall apply:


        (i)    Restrictions
on Transfer.    An Option shall not be transferable except by will or by the laws of descent and distribution
and shall be exercisable during the lifetime of the Optionholder only by the Optionholder; provided, however, that the Board may,
in its sole discretion, permit transfer of the Option in a manner that is not prohibited by applicable tax and/or securities laws
upon the Optionholder's request.


        (ii)    Domestic
Relations Orders.    Notwithstanding the foregoing, an Option may be transferred pursuant to a domestic
relations order, provided, however, that if an Option is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory
Stock Option as a result of such transfer.


        (iii)    Beneficiary
Designation.    Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the
Company, in a form provided by or otherwise satisfactory to the Company, designate a third party who, in the event of the death
of the Optionholder, shall thereafter be entitled to exercise the Option. In the absence of such a designation, the executor or
administrator of the Optionholder's estate shall be entitled to exercise the Option.


        (e)    Vesting
of Options Generally.    The total number of shares of Common Stock subject to an Option may vest and therefore
become exercisable in periodic installments that may or may not be equal. The Option may be subject to such other terms and conditions
on the time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other
criteria) as the Board may deem appropriate. The vesting provisions of individual Options may vary. The provisions of this Section 5(e)
are subject to any Option provisions governing the minimum number of shares of Common Stock as to which an Option may be exercised.



    5


     

    

 


        (f)    Termination
of Continuous Service.    Except as otherwise provided in the applicable Option Agreement or any other
written agreement between the Optionholder and the Company, in the event that an Optionholder's Continuous Service terminates (other
than for Cause or upon the Optionholder's death or Disability), the Optionholder may exercise his or her Option (to the extent
that the Optionholder was entitled to exercise such Option as of the date of termination of Continuous Service or as set forth
in the Option Agreement or other written agreement between Optionholder and the Company relating to the Option) but only within
such period of time ending on the earlier of (i) the date three (3) months following the termination of the Optionholder's
Continuous Service (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term
of the Option as set forth in the Option Agreement. If, after termination of Continuous Service, the Optionholder does not exercise
his or her Option within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate.


        (g)    Extension
of Termination Date.    An Optionholder's Option Agreement may provide that if the exercise of the Option
following the termination of the Optionholder's Continuous Service (other than for Cause or upon the Optionholder's death or Disability)
would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements
under the Securities Act, then the Option shall terminate on the earlier of (i) the expiration of a period of three (3) months
after the termination of the Optionholder's Continuous Service during which the exercise of the Option would not be in violation
of such registration requirements, or (ii) the expiration of the term of the Option as set forth in the Option Agreement.


        (h)    Disability
of Optionholder.    In the event that an Optionholder's Continuous Service terminates as a result of the
Optionholder's Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to
exercise such Option as of the date of termination of Continuous Service or as set forth in the Option Agreement or other written
agreement between Optionholder and the Company relating to the Option), but only within such period of time ending on the earlier
of (i) the date twelve (12) months following such termination of Continuous Service (or such longer or shorter period
specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement.
If, after termination of Continuous Service, the Optionholder does not exercise his or her Option within the time specified herein
or in the Option Agreement (as applicable), the Option shall terminate.


        (i)    Death
of Optionholder.    In the event that (i) an Optionholder's Continuous Service terminates as a result
of the Optionholder's death, or (ii) the Optionholder dies within the period (if any) specified in the Option Agreement after
the termination of the Optionholder's Continuous Service for a reason other than death, then the Option may be exercised (to the
extent the Optionholder was entitled to exercise such Option as of the date of death or as set forth in the Option Agreement or
other written agreement between Optionholder and the Company relating to the Option) by the Optionholder's estate, by a person
who acquired the right to exercise the Option by bequest or inheritance or, if applicable, by a person designated as the beneficiary
of the option upon the Optionholder's death, but only within the period ending on the earlier of (A) the date eighteen (18) months
following the date of death (or such longer or shorter period specified in the Option Agreement), or (B) the expiration of
the term of such Option as set forth in the Option Agreement. If, after the Optionholder's death, the Option is not exercised within
the time specified herein or in the Option Agreement (as applicable), the Option shall terminate. If the Optionholder designates
a third party beneficiary of the Option in accordance with Section 5(d)(iii), then upon the death of the Optionholder such
designated beneficiary shall have the sole right to exercise the Option and receive the Common Stock or other consideration resulting
from an Option exercise.


        (j)    Termination
for Cause.    Except as explicitly provided otherwise in an Optionholder's Option Agreement or any other
written agreement between the Optionholder and the Company, in the event that an Optionholder's Continuous Service is terminated
for Cause, the Option shall terminate upon the termination date of such Optionholder's Continuous Service, and the Optionholder
shall be prohibited from exercising his or her Option from and after the time of such termination of Continuous Service.


        (k)    Non-Exempt
Employees.    No Option granted to an Employee that is a non-exempt employee for purposes of the Fair Labor
Standards Act shall be first exercisable for any shares of Common Stock until at least six months following the date of grant of
the Option. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with
the exercise or vesting of an Option will be exempt from his or her regular rate of pay.



    6


     

    

 


6.     PROVISIONS
OF STOCK AWARDS OTHER THAN OPTIONS. 


        (a)    Restricted
Stock Awards.    Each Restricted Stock Award Agreement shall be in such form and shall contain such terms
and conditions as the Board shall deem appropriate. To the extent consistent with the Company's Bylaws, at the Board's election,
shares of Common Stock may be (x) held in book entry form subject to the Company's instructions until any restrictions relating
to the Restricted Stock Award lapse; or (y) evidenced by a certificate, which certificate shall be held in such form and manner
as determined by the Board. The terms and conditions of Restricted Stock Award Agreements may change from time to time, and the
terms and conditions of separate Restricted Stock Award Agreements need not be identical, provided, however, that each Restricted
Stock Award Agreement shall include (through incorporation of the provisions hereof by reference in the agreement or otherwise)
the substance of each of the following provisions:


        (i)    Consideration.    A
Restricted Stock Award may be awarded in consideration for (A) past or future services actually or to be rendered to the Company
or an Affiliate, or (B) any other form of legal consideration that may be acceptable to the Board in its sole discretion and
permissible under applicable law.


        (ii)    Vesting.    Shares
of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance with
a vesting schedule to be determined by the Board.


        (iii)    Termination
of Participant's Continuous Service.    In the event a Participant's Continuous Service terminates, the
Company may (to the extent determined by the Board) receive via a forfeiture condition or a repurchase right, any or all of the
shares of Common Stock held by the Participant which have not vested as of the date of termination of Continuous Service under
the terms of the Restricted Stock Award Agreement.


        (iv)    Transferability.    Rights
to acquire shares of Common Stock under the Restricted Stock Award Agreement shall be transferable by the Participant only upon
such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board shall determine in its sole discretion,
so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted Stock
Award Agreement.


        (b)    Restricted
Stock Unit Awards.    Each Restricted Stock Unit Award Agreement shall be in such form and shall contain
such terms and conditions as the Board shall deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements
may change from time to time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical,
provided, however, that each Restricted Stock Unit Award Agreement shall conform to (through incorporation of the provisions
hereof by reference in the Agreement or otherwise) the substance of each of the following provisions:


        (i)    Consideration.    At
the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant
upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by
the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration
that may be acceptable to the Board in its sole discretion and permissible under applicable law.


        (ii)    Vesting.    At
the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the vesting of
the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.


        (iii)    Payment.    A
Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof
or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.



    7


     

    

 


        (iv)    Additional
Restrictions.    At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate,
may impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject
to a Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award.


        (v)    Dividend
Equivalents.    Dividend equivalents may be credited in respect of shares of Common Stock covered by a
Restricted Stock Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole
discretion of the Board, such dividend equivalents may be converted into additional shares of Common Stock covered by the Restricted
Stock Unit Award in such manner as determined by the Board. Any additional shares covered by the Restricted Stock Unit Award credited
by reason of such dividend equivalents will be subject to all the terms and conditions of the underlying Restricted Stock Unit
Award Agreement to which they relate.


        (vi)    Termination
of Participant's Continuous Service.    Except as otherwise provided in the applicable Restricted Stock
Unit Award Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant's
termination of Continuous Service.


        (vii)    Compliance
with Section 409A of the Code.    Notwithstanding anything to the contrary set forth herein, any Restricted
Stock Unit Award granted under the Plan that is not exempt from the requirements of Section 409A of the Code shall incorporate
terms and conditions necessary to avoid the consequences of Section 409A(a)(1) of the Code. Such restrictions, if any, shall
be determined by the Board and contained in the Restricted Stock Unit Award Agreement evidencing such Restricted Stock Unit Award.
For example, such restrictions may include, without limitation, a requirement that any Common Stock that is to be issued in a year
following the year in which the Restricted Stock Unit Award vests must be issued in accordance with a fixed pre-determined schedule.


        (c)    Stock
Appreciation Rights.    Each Stock Appreciation Right Agreement shall be in such form and shall contain
such terms and conditions as the Board shall deem appropriate. Stock Appreciation Rights may be granted as stand-alone Stock Awards
or in tandem with other Stock Awards. The terms and conditions of Stock Appreciation Right Agreements may change from time to time,
and the terms and conditions of separate Stock Appreciation Right Agreements need not be identical; provided, however, that
each Stock Appreciation Right Agreement shall conform to (through incorporation of the provisions hereof by reference in the Agreement
or otherwise) the substance of each of the following provisions:


        (i)    Term.    No
Stock Appreciation Right shall be exercisable after the expiration of ten (10) years from the date of its grant or such shorter
period specified in the Stock Appreciation Right Agreement.


        (ii)    Strike
Price.    Each Stock Appreciation Right will be denominated in shares of Common Stock equivalents. The
strike price of each Stock Appreciation Right shall not be less than one hundred percent (100%) of the Fair Market Value equivalents
subject to the Stock Appreciation Right on the date of grant.


        (iii)    Calculation
of Appreciation.    The appreciation distribution payable on the exercise of a Stock Appreciation Right
will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise
of the Stock Appreciation Right) of a number of shares of Common Stock equal to the number of shares of Common Stock equivalents
in which the Participant is vested under such Stock Appreciation Right, and with respect to which the Participant is exercising
the Stock Appreciation Right on such date, over (B) the strike price that will be determined by the Board at the time of grant
of the Stock Appreciation Right.


        (iv)    Vesting.    At
the time of the grant of a Stock Appreciation Right, the Board may impose such restrictions or conditions to the vesting of such
Stock Appreciation Right as it, in its sole discretion, deems appropriate.


        (v)    Exercise.    To
exercise any outstanding Stock Appreciation Right, the Participant must provide written notice of exercise to the Company in compliance
with the provisions of the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right.



    8


     

    

 


        (vi)    Payment.    The
appreciation distribution in respect to a Stock Appreciation Right may be paid in Common Stock, in cash, in any combination of
the two or in any other form of consideration, as determined by the Board and set forth in the Stock Appreciation Right Agreement
evidencing such Stock Appreciation Right.


        (vii)    Termination
of Continuous Service.    In the event that a Participant's Continuous Service terminates other than for
Cause, the Participant may exercise his or her Stock Appreciation Right (to the extent that the Participant was entitled to exercise
such Stock Appreciation Right as of the date of termination of Continuous Service or as set forth in the Stock Appreciation Right
Agreement or other written agreement between Participant and the Company relating to the Stock Appreciation Right) but only within
such period of time ending on the earlier of (A) the date three (3) months following the termination of the Participant's
Continuous Service (or such longer or shorter period specified in the Stock Appreciation Right Agreement), or (B) the expiration
of the term of the Stock Appreciation Right as set forth in the Stock Appreciation Right Agreement. If, after termination of Continuous
Service, the Participant does not exercise his or her Stock Appreciation Right within the time specified herein or in the Stock
Appreciation Right Agreement (as applicable), the Stock Appreciation Right shall terminate.


        (viii)    Termination
for Cause.    Except as explicitly provided otherwise in an Participant's Stock Appreciation Right Agreement,
in the event that a Participant's Continuous Service is terminated for Cause, the Stock Appreciation Right shall terminate upon
the termination date of such Participant's Continuous Service, and the Participant shall be prohibited from exercising his or her
Stock Appreciation Right from and after the time of such termination of Continuous Service.


        (ix)    Compliance
with Section 409A of the Code.    Notwithstanding anything to the contrary set forth herein, any Stock
Appreciation Rights granted under the Plan that are not exempt from the requirements of Section 409A of the Code shall incorporate
terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code. Such restrictions, if
any, shall be determined by the Board and contained in the Stock Appreciation Right Agreement evidencing such Stock Appreciation
Right. For example, such restrictions may include, without limitation, a requirement that a Stock Appreciation Right that is to
be paid wholly or partly in cash must be exercised and paid in accordance with a fixed pre-determined schedule.


        (d)    Performance
Awards.    


        (i)    Performance
Stock Awards.    A Performance Stock Award is a Stock Award that may be granted, may vest, or may be exercised
based upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may, but need not,
require the completion of a specified period of Continuous Service. The length of any Performance Period, the Performance Goals
to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained
shall be conclusively determined by the Committee in its sole discretion. The maximum number of shares that may be granted to any
Participant in a calendar year attributable to Performance Stock Awards described in this Section 6(d)(i) shall not exceed
five million (5,000,000) shares of Common Stock. In addition, to the extent permitted by applicable law and the applicable Award
Agreement, the Board may determine that cash may be used in payment of Performance Stock Awards.


        (ii)    Performance
Cash Awards.    A Performance Cash Award is a cash award that may be granted upon the attainment during
a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period
of Continuous Service. The length of any Performance Period, the Performance Goals to be achieved during the Performance Period,
and the measure of whether and to what degree such Performance Goals have been attained shall be conclusively determined by the
Committee in its sole discretion. The maximum value that may be granted to any Participant in any calendar year attributable to
cash awards described in this Section 6(d)(ii) shall not exceed one million dollars ($1,000,000). The Board may provide
for or, subject to such terms and conditions as the Board may specify, may permit a Participant to elect for, the payment of any
Performance Cash Award to be deferred to a specified date or event. The Committee may specify the form of payment of Performance
Cash Awards, which may be cash or other property, or may provide for a Participant to have the option for his or her Performance
Cash Award, or such portion thereof as the Board may specify, to be paid in whole or in part in cash or other property. In addition,
to the extent permitted by applicable law and the applicable Award Agreement, the Board may determine that Common Stock authorized
under the Plan may be used in payment of Performance Cash Awards, including additional shares in excess of the Performance Cash
Award as an inducement to hold shares of Common Stock.



    9


     

    

 


        (e)    Other
Stock Awards.    Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based
on, Common Stock may be granted either alone or in addition to Stock Awards provided for under Section 5 and the preceding
provisions of this Section 6. Subject to the provisions of the Plan, the Board shall have sole and complete authority to determine
the persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares of Common Stock
(or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other terms and conditions of such Other
Stock Awards.


7.     COVENANTS
OF THE COMPANY. 


        (a)    Availability
of Shares.    During the terms of the Stock Awards, the Company shall keep available at all times the number
of shares of Common Stock required to satisfy such Stock Awards.


        (b)    Securities
Law Compliance.    The Company shall seek to obtain from each regulatory commission or agency having jurisdiction
over the Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise
of the Stock Awards; provided, however, that this undertaking shall not require the Company to register under the Securities
Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts,
the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems
necessary for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for
failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained.


        (c)    No
Obligation to Notify.    The Company shall have no duty or obligation to any holder of a Stock Award to
advise such holder as to the time or manner of exercising such Stock Award. Furthermore, the Company shall have no duty or obligation
to warn or otherwise advise such holder of a pending termination or expiration of a Stock Award or a possible period in which the
Stock Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of a Stock Award to the
holder of such Stock Award.


8.     MISCELLANEOUS.



        (a)    Use
of Proceeds from Sales of Common Stock.    Proceeds from the sale of shares of Common Stock pursuant to
Stock Awards shall constitute general funds of the Company.


        (b)    Corporate
Action Constituting Grant of Stock Awards.    Corporate action constituting a grant by the Company of a
Stock Award to any Participant shall be deemed completed as of the date of such corporate action, unless otherwise determined by
the Board, regardless of when the instrument, certificate, or letter evidencing the Stock Award is communicated to, or actually
received or accepted by, the Participant.


        (c)    Stockholder
Rights.    No Participant shall be deemed to be the holder of, or to have any of the rights of a holder
with respect to, any shares of Common Stock subject to such Stock Award unless and until (i) such Participant has validly
exercised the Stock Award pursuant to its terms and (ii) the issuance of the Common Stock pursuant to such exercise has been
entered into the books and records of the Company.


        (d)    No
Employment or Other Service Rights.    Nothing in the Plan, any Stock Award Agreement or other instrument
executed thereunder or in connection with any Award granted pursuant to the Plan shall confer upon any Participant any right to
continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or shall affect
the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or
without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant's agreement with the Company or an
Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions
of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.



    10


     

    

 


        (e)    Incentive
Stock Option $100,000 Limitation.    To the extent that the aggregate Fair Market Value (determined at
the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder
during any calendar year (under all plans of the Company and any Affiliates) exceeds one hundred thousand dollars ($100,000), the
Options or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory
Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s).


        (f)    Investment
Assurances.    The Company may require a Participant, as a condition of exercising or acquiring Common
Stock under any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant's knowledge
and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company
who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together
with the purchaser representative, the merits and risks of exercising the Stock Award; and (ii) to give written assurances
satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant's
own account and not with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements,
and any assurances given pursuant to such requirements, shall be inoperative if (x) the issuance of the shares upon the exercise
or acquisition of Common Stock under the Stock Award has been registered under a then currently effective registration statement
under the Securities Act, or (y) as to any particular requirement, a determination is made by counsel for the Company that
such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of
counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate
in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common
Stock.


        (g)    Withholding
Obligations.    Unless prohibited by the terms of a Stock Award Agreement, the Company may, in its sole
discretion, satisfy any federal, state or local tax withholding obligation relating to an Award by any of the following means (in
addition to the Company's right to withhold from any compensation paid to the Participant by the Company) or by a combination of
such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares
of Common Stock issued or otherwise issuable to the Participant in connection with the Award; provided, however, that no shares
of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law (or such lower amount
as may be necessary to avoid classification of the Stock Award as a liability for financial accounting purposes); (iii) withholding
cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; or (v) by
such other method as may be set forth in the Award Agreement.


        (h)    Electronic
Delivery.    Any reference herein to a "written" agreement or document shall include any agreement
or document delivered electronically or posted on the Company's intranet.


        (i)    Deferrals.    To
the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock or the
payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs
and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A
of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still
an employee. The Board is authorized to make deferrals of Stock Awards and determine when, and in what annual percentages, Participants
may receive payments, including lump sum payments, following the Participant's termination of employment or retirement, and implement
such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.


        (j)    Compliance
with Section 409A of the Code.    To the extent that the Board determines that any Award granted under
the Plan is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and
conditions necessary to avoid the consequences described in Section 409A(a)(1) of the Code. To the extent applicable, the
Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code and related Department of Treasury
guidance. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Board determines
that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance, the Board may adopt
such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies
and procedures with retroactive effect), or take any other actions, that the Board determines are necessary or appropriate to (i) exempt
the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to
the Award, or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.



    11


     

    

 


9.     ADJUSTMENTS
UPON CHANGES IN COMMON STOCK; OTHER CORPORATE EVENTS. 


        (a)    Capitalization
Adjustments.    In the event of a Capitalization Adjustment, the Board shall appropriately and proportionately
adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the
class(es) and maximum number of securities that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c),
(iii) the class(es) and maximum number of securities that may be awarded to any person pursuant to Section 3(d) and 6(d)(i),
and (iv) the class(es) and number of securities and price per share of stock subject to outstanding Stock Awards. The Board
shall make such adjustments, and its determination shall be final, binding and conclusive.


        (b)    Dissolution
or Liquidation.    Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution
or liquidation of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares
of Common Stock not subject to a forfeiture condition or the Company's right of repurchase) shall terminate immediately prior to
the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company's repurchase rights may
be repurchased by the Company notwithstanding the fact that the holder of such Stock Award is providing Continuous Service, provided,
however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable and/or
no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expired or terminated) before
the dissolution or liquidation is completed but contingent on its completion.


        (c)    Corporate
Transaction.    The following provisions shall apply to Stock Awards in the event of a Corporate Transaction
unless otherwise provided in the instrument evidencing the Stock Award or any other written agreement between the Company or any
Affiliate and the holder of the Stock Award.


        (i)    Stock
Awards May Be Assumed.    Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate
Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation's parent company) may
assume or continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding
under the Plan (including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company
pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock
issued pursuant to Stock Awards may be assigned by the Company to the successor of the Company (or the successor's parent company,
if any), in connection with such Corporate Transaction. A surviving corporation or acquiring corporation (or its parent) may choose
to assume or continue only a portion of a Stock Award or substitute a similar stock award for only a portion of a Stock Award.
The terms of any assumption, continuation or substitution shall be set by the Board in accordance with the provisions of Section 2.


        (ii)    Stock
Awards Held by Current Participants.    Except as otherwise stated in the Stock Award Agreement, in the
event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume
or continue such outstanding Stock Awards or substitute similar stock awards for such outstanding Stock Awards in accordance with
subsection (i) above, then with respect to Stock Awards that have not been assumed, continued or substituted and that are
held by Participants whose Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred
to as the "Current Participants"), the vesting of such Stock Awards (and, with respect to Options and Stock
Appreciation Rights, the time at which such Stock Awards may be exercised) shall (contingent upon the effectiveness of the Corporate
Transaction) be accelerated in full to a date prior to the effective time of such Corporate Transaction as the Board shall determine
(or, if the Board shall not determine such a date, to the date that is five (5) days prior to the effective time of the Corporate
Transaction), and such Stock Awards shall terminate if not exercised (if applicable) at or prior to the effective time of the Corporate
Transaction, and any reacquisition or repurchase rights held by the Company with respect to such Stock Awards shall lapse (contingent
upon the effectiveness of the Corporate Transaction).



    12


     

    

 


        (iii)    Stock
Awards Held by Persons other than Current Participants.    Except as otherwise stated in the Stock Award
Agreement, in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company)
does not assume or continue such outstanding Stock Awards or substitute similar stock awards for such outstanding Stock Awards
in accordance with subsections (i) or (ii) above, respectively, then with respect to Stock Awards that have not been
assumed, continued or substituted and that are held by persons other than Current Participants, the vesting of such Stock Awards
(and, if applicable, the time at which such Stock Award may be exercised) shall not be accelerated and such Stock Awards (other
than a Stock Award consisting of vested and outstanding shares of Common Stock not subject to a forfeiture condition or the Company's
right of repurchase) shall terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction;
provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards shall
not terminate and may continue to be exercised notwithstanding the Corporate Transaction.


        (iv)    Payment
for Stock Awards in Lieu of Exercise.    Notwithstanding the foregoing, in the event a Stock Award will
terminate if not exercised prior to the effective time of a Corporate Transaction, the Board may provide, in its sole discretion,
that the holder of such Stock Award may not exercise such Stock Award but will receive a payment, in such form as may be determined
by the Board, equal in value to the excess, if any, of (A) the value of the property the holder of the Stock Award would have
received upon the exercise of the Stock Award (including, at the discretion of the Board, any unvested portion of such Stock Award),
over (B) any exercise price payable by such holder in connection with such exercise.


        (d)    Change
in Control.    A Stock Award may be subject to additional acceleration of vesting and exercisability upon
or after a Change in Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any
other written agreement between the Company or any Affiliate and the Participant, but in the absence of such provision, no such
acceleration shall occur.


10.   TERMINATION OR
SUSPENSION OF THE PLAN. 


        (a)    Plan
Term.    Unless sooner terminated by the Board pursuant to Section 2, the Plan shall automatically
terminate on the day before the tenth (10th) anniversary of the date the Plan is adopted by the Board or approved by the stockholders
of the Company, whichever is earlier. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.


        (b)    No
Impairment of Rights.    Suspension or termination of the Plan shall not impair rights and obligations
under any Award granted while the Plan is in effect except with the written consent of the affected Participant.


11.   EFFECTIVE DATE
OF PLAN. 


        The
Plan shall become effective on the Effective Date. Prior to the Effective Date, the Prior Plan is unaffected by the Plan, and Stock
Awards shall continue to be granted from the Prior Plan. If the Plan has not been approved by the stockholders of the Company within
twelve (12) months before or after the date the Plan is adopted by the Board, the adoption of the Plan shall be null and void
and the Prior Plan shall continue unaffected by the adoption of the Plan.


12.   CHOICE OF LAW.



        The
law of the State of California shall govern all questions concerning the construction, validity and interpretation of the Plan,
without regard to such state's conflict of laws rules.


13.   AUTOMATIC GRANTS TO NON-EMPLOYEE
DIRECTORS.


13.1  Eligibility.
Non-Employee Directors are eligible for Options granted pursuant to this Section 13. Notwithstanding the foregoing, this Section 13
does not limit the ability of the Board to grant discretionary Awards to Non-Employee Directors.


13.2  Initial
Grant. Each Non-Employee Director who has not received an option to purchase Common Stock in the twelve (12) month period
immediately preceding the Effective Date (the “Initial Twelve Month Period”) and who is or who becomes a member of
the Board on the Effective Date will automatically be granted an Option to purchase fifty thousand (50,000) Shares on the
Effective Date. Each Non-Employee Director who first becomes a member of the Board after the Effective Date will automatically
be granted an Option to purchase fifty thousand (50,000) Shares on the date such Non-Employee Director first becomes a member
of the Board. Each Option granted pursuant to this Section 13.2 shall be called an “Initial Grant.”



    13


     

    

 


13.3  Succeeding
Grant. On the first business day following the annual meeting of the Company’s Stockholders, each Non-Employee Director
who is continuing in service as a member of the Board will on the first business day following such annual meeting of stockholders
automatically be granted an Option to purchase thirty thousand (30,000) Shares. Each Option granted pursuant to this Section 13.3
shall be called a “Succeeding Grant”.


13.4  Vesting
and Exercisability.


(a)  Initial Grants.
Initial Grants shall vest and become exercisable as to 1/36 of the total Shares subject to the Initial Grant on each monthly anniversary
of the date of grant, such that Initial Grants are fully vested and exercisable on the third anniversary of the date of grant,
so long as the Non-Employee Director continuously remains a director, consultant or employee of the Company.


 


(b)  Succeeding Grants.
Succeeding Grants shall vest and become exercisable as to 1/12 of the total Shares subject to the Succeeding Grant on each monthly
anniversary of the date of grant, such that Succeeding Grants are fully vested and exercisable on the first anniversary of the
date of grant, so long as the Non-Employee Director continuously remains a director, consultant or employee of the Company.


(c)  Change In
Control. In the event of a Change In Control, the vesting of all Options granted to Non-Employee Directors pursuant to this
Section 13 whose service as a director has not terminated before the consummation of the Change in Control shall accelerate
and such Options will become exercisable in full immediately prior to the consummation of the Change In Control at such times and
on such conditions as the Committee determines.


13.5  Form of
Option Grant. Each Option granted under this Section 13 shall be a NSO and shall be evidenced by a Non-Employee Director
Stock Award Agreement in such form as the Board from time to time approve and which shall comply with and be subject to the terms
and conditions of this Plan.


13.6  Exercise
Price. The Exercise Price per Share of each Option granted under this Section 13 shall be the Fair Market Value of the
Share on the date the Option is granted.


13.7  Termination
of Option. Except as provided in Section 13.4(c) or this Section 13.7, each Option granted under this Section 13
shall expire ten (10) years after its date of grant. The date on which the Non-Employee Director ceases to be a member of
the Board, a consultant or employee of the Company shall be referred to as the “Non-Employee Director Termination Date”
for purposes of this Section 13.7. An Option may be exercised after the Non-Employee Director Termination Date only as set
forth below:


(a)  Termination
Generally. If the Non-Employee Director ceases to be a member of the Board, consultant or employee of the Company for any reason
except death, Disability or Change In Control, each Initial Grant and Succeeding Grant, to the extent then vested pursuant to Section 13.4
above, then held by such Non-Employee Director may be exercised by the Non-Employee Director within twelve (12) months after the
Non-Employee Director Termination Date, but in no event later than the Expiration Date.


(b)  Death.
If the Non-Employee Director ceases to be a member of the Board, consultant or employee of the Company because of his or her death,
then each Initial Grant and Succeeding Grant, to the extent then vested pursuant to Section 13.4 above, then held by such
Non-Employee Director, may be exercised by the Non-Employee Director or his or her legal representative within twelve (12) months
after the Non-Employee Director Termination Date, but in no event later than the Expiration Date.


(c)  Disability.
If the Non-Employee Director ceases to be a member of the Board, consultant or employee of the Company because of his or her Disability,
then each Initial Grant and Succeeding Grant, to the extent then vested pursuant to Section 13.4 above, then held by such
Non-Employee Director, may be exercised by the Non-Employee Director or his or her legal representative within twelve (12) months
after the Non-Employee Director Termination Date, but in no event later than the Expiration Date.



    14


     

    

 


(d)  Change In
Control. If the Non-Employee Director ceases to be a member of the Board, consultant or employee of the Company because of
a Change In Control, then each Initial Grant and Succeeding Grant, to the extent then vested pursuant to Section 13.4 above,
then held by such Non-Employee Director, may be exercised by the Non-Employee Director or his or her legal representative within
twelve (12) months after the Non-Employee Director Termination Date, but in no event later than the Expiration Date.


14.    DEFINITIONS.    As
used in the Plan, the definitions contained in this Section 14 shall apply to the capitalized terms indicated below:


        (a)    "Affiliate"    means,
at the time of determination, any "parent" or "subsidiary" of the Company as such terms are defined in Rule 405
of the Securities Act. The Board shall have the authority to determine the time or times at which "parent" or "subsidiary"
status is determined within the foregoing definition.


        (b)    "Award"    means
a Stock Award or a Performance Cash Award.


        (c)    "Board"    means
the Board of Directors of the Company.


        (d)    "Capitalization
Adjustment"    means any change that is made in, or other events that occur with respect to, the
Common Stock subject to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by
the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property
other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or
other transaction not involving the receipt of consideration by the Company). Notwithstanding the foregoing, the conversion of
any convertible securities of the Company shall not be treated as a transaction "without receipt of consideration" by
the Company.


        (e)    "Cause"    means
with respect to a Participant, the occurrence of any of the following events: (i) such Participant's commission of any felony
or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) such
Participant's attempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) such Participant's
intentional, material violation of any contract or agreement between the Participant and the Company or of any statutory duty owed
to the Company; (iv) such Participant's unauthorized use or disclosure of the Company's confidential information or trade
secrets; or (v) such Participant's gross misconduct. The determination that a termination of the Participant's Continuous
Service is either for Cause or without Cause shall be made by the Company in its sole discretion. Any determination by the Company
that the Continuous Service of a Participant was terminated by reason of dismissal without Cause for the purposes of outstanding
Awards held by such Participant shall have no effect upon any determination of the rights or obligations of the Company or such
Participant for any other purpose.


        (f)    "Change
in Control"    means the occurrence, in a single transaction or in a series of related transactions,
of any one or more of the following events:


        (i)    any
Exchange Act Person 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
or similar transaction. Notwithstanding the foregoing, a Change in 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 Exchange Act Person 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 Exchange Act Person (the "Subject
Person") exceeds the designated percentage threshold of the outstanding voting securities 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 in
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 in Control shall be deemed to occur;



    15


     

    

 


        (ii)   there
is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after
the consummation of such merger, consolidation or similar transaction, the stockholders 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
or similar transaction, in each case in substantially the same proportions relative to each other as their Ownership of the outstanding
voting securities of the Company immediately prior to such transaction;


        (iii) the
stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete
dissolution or liquidation of the Company shall otherwise occur, except for a liquidation into a parent corporation;


        (iv)  there
is consummated a sale, lease, exclusive license or other disposition of all or substantially all 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 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 stockholders of the Company in substantially the same proportions relative to each other as their
Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition;
or


        (v)   individuals
who, immediately following the Effective Time, are members of the Board (the "Incumbent Board") cease for
any reason to constitute at least a majority of the members of the Board; (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).


        Notwithstanding
the foregoing or any other provision of the Plan, the definition of Change in Control (or any analogous term) in an individual
written agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect
to Awards subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term
is set forth in such an individual written agreement, the foregoing definition shall apply.


        The
Board may, in its sole discretion and without Participant consent, amend the definition of "Change in Control" to conform
to the definition of "Change of Control" under Section 409A of the Code and related Department of Treasury guidance,
and the foregoing definition shall be interpreted so as to only include events that constitute a change in control under Section
409A of the Code and related Department of Treasury regulations and guidance.


        (g)    "Code"    means
the Internal Revenue Code of 1986, as amended.


        (h)    "Committee"    means
a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with Section 2(c).


        (i)    "Common
Stock"    means the common stock of the Company.


        (j)    "Company"    means
Adamis Pharmaceuticals Corporation (formerly Cellegy Pharmaceuticals, Inc.), a Delaware corporation.


        (k)    "Consultant"    means
any person, including an advisor, who is (i)  engaged by the Company or an Affiliate to render consulting or advisory services
and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated
for such services. However, service solely as a Director, or payment of a fee for such service, shall not cause a Director to be
considered a "Consultant" for purposes of the Plan.



    16


     

    

 


        (l)    "Continuous
Service"    means that the Participant's service with the Company or an Affiliate, whether as
an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders
service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant
renders such service, provided that there is no interruption or termination of the Participant's service with the Company or an
Affiliate, shall not terminate a Participant's Continuous Service. For example, a change in status from an employee of the Company
to a Consultant (whether to the Company or to an Affiliate) or to a Director shall not constitute an interruption of Continuous
Service. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party's sole discretion,
may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party,
including sick leave, military leave or any other personal leave. Notwithstanding the foregoing, a leave of absence shall be treated
as Continuous Service for purposes of vesting in a Stock Award only to such extent as may be provided in the Company's leave of
absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise
required by law.


        (m)    "Corporate
Transaction"    means the occurrence, in a single transaction or in a series of related transactions,
of any one or more of the following events:


        (i)    a
sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets
of the Company and its Subsidiaries;


        (ii)   a
sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company;


        (iii) the
consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or


        (iv)  the
consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation but the
shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged
by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.


        (n)    "Covered
Employee"    shall have the meaning provided in Section 162(m)(3) of the Code and the regulations
promulgated thereunder.


        (o)    "Director"    means
a member of the Board.


        (p)    "Disability"    means,
with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code.


        (q)    "Effective
Date"    means the date of the closing of the merger transaction contemplated by the Agreement
and Plan of Reorganization dated as of February 12, 2008, entered into by and among Cellegy Pharmaceuticals, Inc., Cellegy Holdings,
Inc., and Adamis Pharmaceuticals Corporation.


        (r)    "Employee"    means
any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services,
shall not cause a Director to be considered an "Employee" for purposes of the Plan.


        (s)    "Entity"    means
a corporation, partnership, limited liability company or other entity.


        (t)    "Exchange
Act"    means the Securities Exchange Act of 1934, as amended.


        (u)    "Exchange
Act Person"    means any natural person, Entity or "group" (within the meaning of Section 13(d)
or 14(d) of the Exchange Act), except that "Exchange Act Person" shall not include (i) the Company or any Subsidiary
of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person,
Entity or "group" (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date,
is 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.



    17


     

    

 



        (v)    "Fair
Market Value"    means, as of any date, the value of the Common Stock determined as follows:


        (i)    If
the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share
of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination,
as reported in The Wall Street Journal or such other source as the Board deems reliable. Unless otherwise provided by the
Board, if there is no closing sales price (or closing bid if no sales were reported) for the Common Stock on the date of determination,
then the Fair Market Value shall be the closing selling price (or closing bid if no sales were reported) on the last preceding
date for which such quotation exists.


        (ii)   In
the absence of such markets for the Common Stock, the Fair Market Value shall be determined by the Board in good faith and in a
manner that complies with Section 409A of the Code.


        (w)    "Incentive
Stock Option"    means an Option granted pursuant to Section 5 of the Plan that is intended
to be, and qualifies as, an "incentive stock option" within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.


        (x)    "Non-Employee
Director"    means a Director who either (i) is not a current Employee or Officer of the
Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services
rendered as a Consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be
required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act ("Regulation S-K")),
does not possess an interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K,
and is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K;
or (ii) is otherwise considered a "non-employee director" for purposes of Rule 16b-3.


        (y)    "Nonstatutory
Stock Option"    means any Option granted pursuant to Section 5 of the Plan that does not
qualify as an Incentive Stock Option.


        (z)    "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.


        (aa)    "Option"    means
an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.


        (bb)    "Option
Agreement"    means a written agreement between the Company and an Optionholder evidencing the
terms and conditions of an Option grant, as the same may be amended or modified. Each Option Agreement shall be subject to the
terms and conditions of the Plan.


        (cc)    "Optionholder"    means
a person to whom an Option is granted pursuant to the Plan or, if permitted under the terms of the Plan, such other person who
holds an outstanding Option.


        (dd)    "Other
Stock Award"    means an award based in whole or in part by reference to the Common Stock which
is granted pursuant to the terms and conditions of Section 6(e).


        (ee)    "Other
Stock Award Agreement"    means a written agreement between the Company and a holder of an Other
Stock Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement shall be subject
to the terms and conditions of the Plan.


        (ff)    "Outside
Director"    means a Director who either (i) is not a current employee of the Company or
an "affiliated corporation" (within the meaning of Treasury Regulations promulgated under Section 162(m) of the
Code), is not a former employee of the Company or an "affiliated corporation" who receives compensation for prior services
(other than benefits under a tax-qualified retirement plan) during the taxable year, has not been an officer of the Company or
an "affiliated corporation," and does not receive remuneration from the Company or an "affiliated corporation,"
either directly or indirectly, in any capacity other than as a Director, or (ii) is otherwise considered an "outside
director" for purposes of Section 162(m) of the Code.



    18


     

    

 


        (gg)    "Own,"
"Owned," "Owner," "Ownership"    A person or Entity shall be deemed to
"Own," to have "Owned," to be the "Owner" of, or to have acquired "Ownership" of securities
if such person or Entity, 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.


        (hh)    "Participant"    means
a person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Stock Award.


        (ii)    "Performance
Cash Award"    means an award of cash granted pursuant to the terms and conditions of Section 6(d)(ii).


        (jj)    "Performance
Criteria"    means the one or more criteria that the Board shall select for purposes of establishing
the Performance Goals for a Performance Period. The Performance Criteria that shall be used to establish such Performance Goals
may be based on any one of, or combination of, the following: (i) earnings per share; (ii) earnings before interest,
taxes and depreciation; (iii) earnings before interest, taxes, depreciation and amortization; (iv) total stockholder
return; (v) return on equity; (vi) return on assets, investment, or capital employed; (vii) operating margin; (viii) gross
margin; (ix) operating income; (x) net income (before or after taxes); (xi) net operating income; (xii) net
operating income after tax; (xiii) pre-tax profit; (xiv) operating cash flow; (xv) sales or revenue targets; (xvi) increases
in revenue or product revenue; (xvii) expenses and cost reduction goals; (xviii) improvement in or attainment of working
capital levels; (xix) economic value added (or an equivalent metric); (xx) market share; (xxi) cash flow; (xxii) cash
flow per share; (xxiii) share price performance; (xxiv) debt reduction; (xxv) implementation or completion of projects
or processes; (xxvi) customer satisfaction; (xxvii) completion of regulatory or development milestones; (xxviii) stockholders'
equity; and (xxix) to the extent that an Award is not intended to comply with Section 162(m) of the Code, other measures
of performance selected by the Board. Partial achievement of the specified criteria may result in the payment or vesting corresponding
to the degree of achievement as specified in the Stock Award Agreement or the written terms of a Performance Cash Award. The Board
shall, in its sole discretion, define the manner of calculating the Performance Criteria it selects to use for such Performance
Period.


        (kk)    "Performance
Goals"    means, for a Performance Period, the one or more goals established by the Board for
the Performance Period based upon the satisfaction of the Performance Criteria. Performance Goals may be based on a Company-wide
basis, with respect to one or more business units, divisions, Affiliates, or business segments, and in either absolute terms or
relative to the performance of one or more comparable companies or the performance of one or more relevant indices. At the time
of the grant of any Award, the Board is authorized to determine whether, when calculating the attainment of Performance Goals for
a Performance Period: (i) to exclude restructuring and/or other nonrecurring charges; (ii) to exclude exchange rate effects,
as applicable, for non-U.S. dollar denominated net sales and operating earnings; (iii) to exclude the effects of changes to
generally accepted accounting standards required by the Financial Accounting Standards Board; (iv) to exclude the effects
of any statutory adjustments to corporate tax rates; and (v) to exclude the effects of any "extraordinary items"
as determined under generally accepted accounting principles. In addition, the Board retains the discretion to reduce or eliminate
the compensation or economic benefit due upon attainment of Performance Goals.


        (ll)    "Performance
Period"    means the period of time selected by the Board over which the attainment of one or
more Performance Goals will be measured for the purpose of determining a Participant's right to and the payment of a Stock Award
or a Performance Cash Award. Performance Periods may be of varying and overlapping duration, at the sole discretion of the Board.


        (mm)    "Performance
Stock Award"    means a Stock Award granted under the terms and conditions of Section 6(d)(i).


        (nn)    "Plan"    means
this Adamis Pharmaceuticals Corporation 2009 Equity Incentive Plan.



    19


     

    

 


        (oo)    "Restricted
Stock Award"    means an award of shares of Common Stock which is granted pursuant to the terms
and conditions of Section 6(a).


        (pp)    "Restricted
Stock Award Agreement"    means a written agreement between the Company and a holder of a Restricted
Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement shall
be subject to the terms and conditions of the Plan.


        (qq)    "Restricted
Stock Unit Award"    means an unfunded right to receive shares of Common Stock at a future date
which is granted pursuant to the terms and conditions of Section 6(b).


        (rr)    "Restricted
Stock Unit Award Agreement"    means a written agreement between the Company and a holder of a
Restricted Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit
Award Agreement shall be subject to the terms and conditions of the Plan.


        (ss)    "Rule 16b-3"    means
Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.


        (tt)     "Securities
Act"    means the Securities Act of 1933, as amended.


        (uu)   "Stock
Appreciation Right"    means a right to receive the appreciation on Common Stock that is granted
pursuant to the terms and conditions of Section 6(c).


        (vv)     "Stock
Appreciation Right Agreement"    means a written agreement between the Company and a holder of
a Stock Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right
Agreement shall be subject to the terms and conditions of the Plan.


        (ww)    "Stock
Award"    means any right to receive Common Stock granted under the Plan, including an Incentive
Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right,
a Performance Stock Award or any Other Stock Award.


        (xx)     "Stock
Award Agreement"    means a written agreement between the Company and a Participant evidencing
the terms and conditions of a Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the
Plan.


        (yy)    "Subsidiary"    means,
with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock having
ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time,
stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any
contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company
or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits
or capital contribution) of more than fifty percent (50%).


        (zz)    "Ten
Percent Stockholder"    means a person who Owns (or is deemed to Own pursuant to Section 424(d)
of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company
or any Affiliate.




    20