TOUGHBUILT
INDUSTRIES, INC.


 


2018 EQUITY INCENTIVE PLAN


 


ToughBuilt
Industries, Inc. (the “Company”), a Nevada corporation, hereby adopts the following 2018 Equity Incentive Plan (the
“Plan”).


 


1.
PURPOSE OF THE PLAN


 


The purpose
of the Plan is to assist the Company and its Subsidiaries in attracting and retaining selected individuals to serve as employees,
directors, consultants and/or advisors who are expected to contribute to the Company’s success and to achieve long-term objectives
that will benefit stockholders of the Company through the additional incentives inherent in the Awards hereunder.


 


2.
DEFINITIONS


 


2.1. “Affiliate”
shall mean (i) any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, provided
each corporation in the unbroken chain (other than the Company) owns, at the time of the determination, stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the other corporations in such chain, and (ii) any corporation
(other than the Company) in an unbroken chain of corporations beginning with the Company, provided each corporation (other than
the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such chain. The Board shall have the authority to determine
(i) the time or times at which the ownership tests are applied, and (ii) whether “Affiliate” includes entities other
than corporations within the foregoing definition.


 


2.2. “Award”
shall mean any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Other Share-Based Award,
Performance Award or any other right, interest or option relating to Shares or other property (including cash) granted pursuant
to the provisions of the Plan.


 


2.3. “Award
Agreement” shall mean any agreement, contract or other instrument or document evidencing any Award hereunder, whether
in writing or through an electronic medium.


 


2.4. “Board”
shall mean the board of directors of the Company.


 






    	 	 	 



    	 



    




 




2.5. “Cause”
shall mean with respect to a Participant, the occurrence of any of the following: (i) the Participant commits an act of dishonesty
in connection with the Participant’s responsibilities as an Employee or Consultant; (ii) the Participant commits a felony
or any act of moral turpitude; (iii) the Participant commits any willful or grossly negligent act that constitutes gross misconduct
and/or injures, or is reasonably likely to injure, the Company or any Affiliate; or (iv) the Participant willfully and materially
violates (A) any written policies or procedures of the Company or any Affiliate, or (B) the Participant’s obligations to
the Company or any Affiliate. The determination that a termination is for 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 with or 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.


 


2.6.
“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:


 


(a) Any Exchange
Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 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 (i) 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 (ii) 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;


 


(b) 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 (i) outstanding voting securities representing more than 50% of the combined outstanding
voting power of the surviving Entity in such merger, consolidation or similar transaction or (ii) more than 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 as their Ownership of the outstanding voting securities of the Company immediately prior
to such transaction;


 






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(c) 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;


 


(d) 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 50% of the combined voting power of the voting securities of
which are owned by stockholders of the Company in substantially the same proportions as their ownership of the outstanding voting
securities of the Company immediately prior to such sale, lease, license or other disposition; or


 


(e) Individuals
who, on the date this Plan is adopted by the Board, 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 this Plan, be considered as a member of the Incumbent Board.


 


For avoidance
of doubt, the term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the
purpose of changing the domicile of the Company.


 


Notwithstanding
the foregoing, to the extent that the Company determines that any of the payments or benefits under this Plan that are payable
in connection with a Change in Control constitute deferred compensation under Section 409A that may only be paid on a transaction
that meets the standard of Treasury Regulation Section 1.409A-3(a)(5), the foregoing definition of Change in Control shall apply
only to the extent the transaction also meets the definition used for purposes of Treasury Regulation Section 1.409A-3(a)(5), that
is, as defined under Treasury Regulation Section 1.409A-3(i)(5).


 


Notwithstanding
the foregoing or any other provision of this 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.


 


2.7. “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time.


 


2.8. “Committee”
shall mean a committee consisting of members of the Board to whom authority has been delegated by the Board in accordance
with Section 4.2(c). Initially, and until further action by the Board, “Committee” shall mean the Compensation
Committee of the Board or a subcommittee thereof formed by the Compensation Committee to act as the Committee hereunder. The
Committee shall consist of no fewer than two Directors, each of whom is (i) a “Non-Employee Director” within the
meaning of Rule 16b-3 under the Exchange Act, (ii) an “outside director” within the meaning of Section 162(m) of
the Code, and (iii) an “independent director” for purpose of the rules of the applicable stock market or exchange
on which the Shares are quoted or traded, to the extent required by such rules. The Board may designate one or more Directors
as alternate members of the Committee who may replace any absent or disqualified member at any meeting of the Committee.


 






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2.9. “Consultant”
shall mean any consultant or advisor who is a natural person and who provides services to the Company or any Subsidiary, so long
as such person (i) renders bona fide services that are not in connection with the offer and sale of the Company’s securities
in a capital-raising transaction and (ii) does not directly or indirectly promote or maintain a market for the Company’s
securities.


 


2.10. “Continuous
Service” shall mean 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 from a Consultant to Employee shall not terminate a Participant’s Continuous Service. Furthermore, 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. However, if the corporation
for which a Participant is rendering service ceases to qualify as an Affiliate, as determined by the Board in its sole discretion,
such Participant’s Continuous Service shall be considered to have terminated on the date such corporation ceases to qualify
as an Affiliate. A leave of absence shall be treated as Continuous Service for purposes of vesting in an Award to such extent as
may be provided in the Company’s leave of absence policy or in the written terms of the Participant’s leave of absence.


 


2.11. “Corporate
Transaction” shall mean the occurrence, in a single transaction or in a series of related transactions, of any one or
more of the following events:


 


(a) 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;


 


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


 


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


 


(d) 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.


 


2.12. “Covered
Employee” shall mean an employee of the Company or its Subsidiaries who is a “covered employee” within the
meaning of Section 162(m) of the Code.


 






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2.13. “Director”
shall mean a non-employee member of the Board.


 


2.14. “Disability”
shall mean 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 which has lasted 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, and shall be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.


 


2.15. “Dividend
Equivalents” shall have the meaning set forth in Section 12.4.


 


2.16. “Employee”
shall mean any employee of the Company or any Subsidiary and any prospective employee conditioned upon, and effective not earlier
than, such person becoming an employee of the Company or any Subsidiary.


 


2.17. “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


2.18. “Exchange
Act Person” shall mean 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 of the Plan
as set forth in Section 13, is the owner, directly or indirectly, of securities of the Company representing more than 50% of the
combined voting power of the Company’s then outstanding securities.


 


2.19. “Fair
Market Value” shall mean, with respect to Shares as of any date, (i) the closing sale price of the Shares reported as
having occurred on the principal U.S. national securities exchange on which the Shares are listed and traded on such date, or,
if there is no such sale on that date, then on the last preceding date on which such a sale was reported; (ii) if the Shares are
not listed on any U.S. national securities exchange but are quoted in an inter-dealer quotation system on a last sale basis, the
final ask price of the Shares reported on such date, or, if there is no such sale on such date, then on the last preceding date
on which a sale was reported; or (iii) if the Shares are not listed on a U.S. national securities exchange nor quoted on an inter-dealer
quotation system on a last sale basis, the amount determined by the Committee to be the fair market value of the Shares as determined
by the Committee in its sole discretion. The Fair Market Value of any property other than Shares shall mean the market value of
such property determined by such methods or procedures as shall be established from time to time by the Committee.


 


2.20. “Incentive
Stock Option” shall mean an Option which when granted is intended to qualify as an incentive stock option for purposes
of Section 422 of the Code.





 



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2.21. “Non-Employee
Director” shall mean 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.


 


2.22. “Option”
shall mean any right granted to a Participant under the Plan allowing such Participant to purchase Shares at such price or prices
and during such period or periods as the Board shall determine.


 


2.23. “Other
Share-Based Award” shall have the meaning set forth in Section 8.1.


 


2.24. “Outside
Director” shall mean 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.


 


2.25. “Participant”
shall mean an Employee, Director or Consultant who is selected by the Committee to receive an Award under the Plan.


 


2.26. “Payee”
shall have the meaning set forth in Section 13.2.


 


2.27. “Performance
Award” shall mean any Award of Performance Cash, Performance Shares or Performance Units granted pursuant to Article
9.


 


2.28. “Performance
Cash” shall mean any cash incentives granted pursuant to Article 9 payable to the Participant upon the achievement of
such performance goals as the Committee shall establish.


 


2.29. “Performance
Criteria” shall mean one or more of the criteria specified in Section 10.2 and selected by the Board for purposes of
establishing the Performance Goals for a Performance Period.


 






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2.30. “Performance
Goals” shall mean, for a Performance Period, the one or more goals established by the Board for the Performance
Period based upon the Performance Criteria. Performance Goals may be set 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 internally generated
business plans, approved by the Board, the performance of one or more comparable companies or the performance of one or more
relevant indices. To the extent consistent with Section 162(m) of the Code and the regulations thereunder, the Board is
authorized to make adjustments in the method of calculating the attainment of Performance Goals for a Performance Period as
follows: (i) to exclude restructuring and/or other nonrecurring charges (including but not limited to the effect of tax or
legal settlements); (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; (v) to
exclude stock-based compensation expense determined under generally accepted accounting principles; (vi) to exclude any other
unusual, non-recurring gain or loss or extraordinary item; (vii) to respond to, or in anticipation of, any unusual or
extraordinary corporate item, transaction, event or development; (viii) to respond to, or in anticipation of, changes in
applicable laws, regulations, accounting principles, or business conditions; (ix) to exclude the dilutive effects of
acquisitions or joint ventures; (x) to assume that any business divested by the Company achieved performance objectives at
targeted levels during the balance of a Performance Period following such divestiture; (xi) to exclude the effect of any
change in the outstanding shares of common stock of the Company by reason of any stock dividend or split, stock
repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other
similar corporate change, or any distributions to common shareholders other than regular cash dividends; (xii) to reflect a
corporate transaction, such as a merger, consolidation, separation (including a spinoff or other distribution of stock or
property by a corporation), or reorganization (whether or not such reorganization comes within the definition of such term in
Section 368 of the Code); (xiii) to reflect any partial or complete corporate liquidation; (xiv) to exclude the effect of
in-process research and development expenses; and (xv) to exclude the income tax effect of non-GAAP pre-tax adjustments from
the provision for income taxes. The Board also retains the discretion to reduce or eliminate the compensation or economic
benefit due upon attainment of Performance Goals.


 


2.31. “Performance
Period” shall mean the period established by the Committee during which any performance goals specified by the Committee
with respect to a Performance Award are to be measured.


 


2.32. “Performance
Share” shall mean any grant pursuant to Article 9 of a unit valued by reference to a designated number of Shares, which
value will be paid to the Participant upon achievement of such performance goals as the Committee shall establish.


 


2.33. “Performance
Unit” shall mean any grant pursuant to Article 9 of a unit valued by reference to a designated amount of cash or property
other than Shares, which value will be paid to the Participant upon achievement of such performance goals during the Performance
Period as the Committee shall establish.


 


2.34. “Permitted
Assignee” shall have the meaning set forth in Section 12.2.


 


2.35. “Restricted
Stock” shall mean any Share issued with the restriction that the holder may not sell, transfer, pledge or assign such
Share and with such other restrictions as the Committee, in its sole discretion, may impose, which restrictions may lapse separately
or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.


 






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2.36. “Restricted
Stock Award” shall have the meaning set forth in Section 7.1.


 


2.37. “Restricted
Stock Unit” means an Award that is valued by reference to a Share, which value may be paid to the Participant by delivery
of such property as the Board shall determine, which restrictions may lapse separately or in combination at such time or times,
in installments or otherwise, as the Board may deem appropriate.


 


2.38. “Restricted
Stock Unit Award” shall have the meaning set forth in Section 7.1


 


2.39. “Shares”
shall mean the shares of common stock of the Company, par value $0.001 per share.


 


2.40. “Stock
Appreciation Right” shall mean the right granted to a Participant pursuant to Article 6.


 


2.41. “Subsidiary”
shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the
relevant time each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more
of the total combined voting power of all classes of stock in one of the other corporations in the chain.


 


2.42. Substitute
Awards” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for,
awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Company
or any Subsidiary or with which the Company or any Subsidiary combines.


 


2.43. “Vesting
Period” shall mean the period of time specified by the Committee during which vesting restrictions for an Award are applicable.


 


3.
SHARES SUBJECT TO THE PLAN


 


3.1. Number
of Shares.


 


(a) Subject
to adjustment as provided in Section 11.1, the number of shares of Common Stock issued or transferred and covered by outstanding
awards granted under this Plan shall not in the aggregate exceed 2,000,000 shares of Common Stock (or 200,000 to any one person
in any 12 month period hereunder), which may be Common Stock of original issuance or Common Stock held in treasury, or a combination
thereof. Subject to the provisions of Section 11.1 regarding adjustments in the event of stock splits, reverse stock splits and
other recapitalization events, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise
of Incentive Stock Options shall be 1,000,000. The Company shall at all times during the term of the Plan, and while any Stock
Awards are outstanding, retain as authorized and unissued Common Stock or as treasury Common Stock, at least the number of shares
of Common Stock required under the provisions of this Plan, or otherwise assure itself of its ability to perform its obligations
hereunder.


 






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(b) If any
Shares subject to an Award are forfeited, an Award expires or otherwise terminates without issuance of Shares, or an Award is settled
for cash (in whole or in part) or otherwise does not result in the issuance of all or a portion of the Shares subject to such Award
(including on payment in Shares on exercise of a Stock Appreciation Right), such Shares shall, to the extent of such forfeiture,
expiration, termination, cash settlement or non-issuance, again be available for issuance under the Plan.


 


(c) In the
event that (i) any Option or other Award granted hereunder is exercised through the tendering of Shares (either actually or by
attestation) or by the withholding of Shares by the Company, or (ii) withholding tax liabilities arising from such Option or other
Award are satisfied by the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company,
then the Shares so tendered or withheld shall be available for issuance under the Plan.


 


(d) Substitute
Awards shall not reduce the Shares authorized for grant under the Plan or the applicable limitations for grant to a Participant
under Section 10.4, nor shall Shares subject to a Substitute Award again be available for Awards under the Plan to the extent of
any forfeiture, expiration or cash settlement as provided in paragraph (b) or (c) above. Additionally, in the event that a company
acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing
plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant
pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment
or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of
common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce
the Shares authorized for grant under the Plan; provided that Awards using such available shares shall not be made after the date
awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall
only be made to individuals who were not Employees or Directors prior to such acquisition or combination.


 


(e) The Board
may grant Incentive Stock Options to any employee of the Company or any present or future Parent or Subsidiary as defined in Sections
424(e) or (f) of the Code, and any other entities the employees of which are eligible to receive Incentive Stock Options under
the Code, and shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code. The Company
shall have no liability to a Participant, or any other party, if an Option (or any part thereof) that is intended to be an Incentive
Stock Option is not an Incentive Stock Option or for any action taken by the Board, including without limitation the conversion
of an Incentive Stock Option to a Nonstatutory Stock Option.


 


3.2. Source
of Shares. Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued shares, treasury shares
or shares purchased in the open market or otherwise.


 






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4. ELIGIBILITY
AND ADMINISTRATION


 


4.1. Eligibility.
Any Employee, Director or Consultant shall be eligible to be selected as a Participant. The Board may grant Substitute Awards to
holders of equity awards issued by a company acquired by the Company or with which the Company combines.


 


4.2. Administration.


 


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


 


(b) The Board
or authorized Committee shall have the power, subject to, and within the limitations of, the express provisions of the Plan and
subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the
Board, to: (i) select the Employees, Directors or Consultants to whom Awards may from time to time be granted hereunder; (ii) determine
the type or types of Awards to be granted to each Participant hereunder; (iii) determine the number of Shares to be covered by
each Award granted hereunder; (iv) determine the terms and conditions, not inconsistent with the provisions of the Plan, of any
Award granted hereunder; (v) determine whether, to what extent and under what circumstances Awards may be settled in cash, Shares
or other property; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other property and other
amounts payable with respect to an Award made under the Plan shall be deferred either automatically or at the election of the Participant;
(vii) determine whether, to what extent and under what circumstances any Award shall be canceled or suspended; (viii) interpret
and administer the Plan and any instrument or agreement entered into under or in connection with the Plan, including any Award
Agreement; (ix) correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and
to the extent that the Committee shall deem desirable to carry it into effect; (x) establish, amend, suspend or waive such rules
and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (xi) determine
whether any Award will have Dividend Equivalents; and (xii) make any other determination and take any other action that the Committee
deems necessary or desirable for administration of the Plan.


 


(c) The Board
may delegate all or a portion of the administration of the Plan to a Committee, as follows:


 


(i)
The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration 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 any of the administrative
powers the Committee is authorized to exercise (and references in this 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 or the Committee (as applicable). The Board may retain the authority to concurrently administer the Plan
with the Committee and may, at any time, re-vest in the Board some or all of the powers previously delegated.


 






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


 


(iii)
Until further action is taken by the Board, the full powers and administration of the Plan are hereby delegated to the Compensation
Committee of the Board, which shall be constituted to comply with the membership requirements of Section 16b-3 of the Exchange
Act and Section 162(m) of the Code.


 


(d) The Board
or Committee may delegate to one or more officers of the Company the authority to do one or both of the following (i) designate
Employees of the Company or any of its Subsidiaries to be recipients of Options, Stock Appreciation Rights and, to the extent permitted
by applicable law, other Awards and, to the extent permitted by applicable law, the terms thereof, and (ii) determine the number
of shares of Common Stock to be subject to such 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 Options granted by
such Officer. Any such Stock Awards granted by Officers will be granted on the form of Award Agreement most recently approved for
use by the Committee or the Board, unless otherwise provided in the resolutions approving the delegation authority. Notwithstanding
anything to the contrary in this Section 4.2(d), the Board may not delegate to an Officer authority to determine the Fair Market
Value of the Common Stock pursuant to Section 2.19 above.


 


(e) 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.


 


(f) Neither
the Board nor any Committee shall have the authority to: (i) reprice any outstanding Awards under the Plan, or (ii) cancel and
re-grant any outstanding Awards under the Plan, unless the stockholders of the Company have approved such an action within 12 months
prior to such an event, provided, however, that this provision shall not prevent cancellations of Awards upon expiration or termination
of such Awards and the return of the underlying shares of Common Stock to the Plan for future issuance pursuant to Section 3.1(b)
hereof.


 


(g) In
connection with the Company’s desire to comply as broadly as possible with Section 162(m) of the Code, and subject to
adjustment in the event of stock splits, reverse stock splits and other events of recapitalization as provided in Section
11.1 hereof, no individual Participant shall be eligible to be granted Awards whose value is determined by reference to an
increase over an exercise or strike price of at least 100% of the Fair Market Value of the Common Stock on the date of grant
covering more than 500,000 shares of Common Stock in any calendar year.


 






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5.
OPTIONS


 


5.1. Grant
of Options. Options may be granted hereunder to Participants either alone or in addition to other Awards granted under the
Plan. Any Option shall be subject to the terms and conditions of this Article and to such additional terms and conditions, not
inconsistent with the provisions of the Plan, as the Board shall deem desirable. Options may be designated as Incentive Stock Options,
as determined by the Board.


 


5.2. Award
Agreements. All Options shall be evidenced by a written Award Agreement in such form and containing such terms and conditions
as the Committee shall determine which are not inconsistent with the provisions of the Plan. The terms of Options need not be the
same with respect to each Participant. Granting an Option pursuant to the Plan shall impose no obligation on the recipient to exercise
such Option. Any individual who is granted an Option pursuant to this Article may hold more than one Option granted pursuant to
the Plan at the same time.


 


5.3. Option
Price. Other than in connection with Substitute Awards, the option price per each Share purchasable under any Option granted
pursuant to this Article shall not be less than 100% of the Fair Market Value of one Share on the date of grant of such Option;
provided, however, that in the case of an Incentive Stock Option granted to a Participant who, at the time of the grant,
owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Subsidiary, the option
price per share Shall be no less than 110% of the Fair Market Value of one Share on the date of grant. Other than pursuant to Section
11.1 and other than in connection with the grant of a Substitute Award, the Committee shall not without the approval of the Company’s
stockholders (a) lower the option price per Share of an Option after it is granted, (b) cancel an Option when the option price
per Share exceeds the Fair Market Value of the underlying Shares in exchange for cash or another Award, and (c) take any other
action with respect to an Option that would be treated as a repricing under the rules and regulations of the principal securities
exchange on which the Shares are traded, if any.


 


5.4. Option
Term. The term of each Option shall be fixed by the Board in its sole discretion; provided that no Option shall be exercisable
after the expiration of 10 years from the date the Option is granted, except in the event of death or disability (other than with
respect to an Incentive Stock Option); provided, however, that the term of the Option shall not exceed five years from the date
the Option is granted in the case of an Incentive Stock Option granted to a Participant who, at the time of the grant, owns stock
representing more than 10% of the voting power of all classes of stock of the Company or any Subsidiary.


 






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5.5. Exercise
of Options.


 


(a) Vested
Options granted under the Plan shall be exercised by the Participant or by a Permitted Assignee (as defined in Section 12.2) thereof
(or by the Participant’s executors, administrators, guardian or legal representative, as may be provided in an Award Agreement)
as to all or part of the Shares covered thereby, by giving notice of exercise to the Company or its designated agent, specifying
the number of Shares to be purchased. The notice of exercise shall be in such form, made in such manner, and in compliance with
such other requirements consistent with the provisions of the Plan as the Committee may prescribe from time to time


 


(b) Full payment
of the exercise price of an Option shall be made at the time of exercise and shall be made (i) in cash or cash equivalents (including
certified check or bank check or wire transfer of immediately available funds), (ii) by tendering previously acquired Shares (either
actually or by attestation, valued at their then Fair Market Value), (iii) by delivery of other consideration having a Fair Market
Value on the exercise date equal to the total purchase price, (iv) by withholding Shares otherwise issuable in connection with
the exercise of the Option, (v) through any other method specified in an Award Agreement (including same-day sales through a broker),
or (vi) any combination of any of the foregoing, as may be provided in the Award Agreement. The notice of exercise, accompanied
by such payment, shall be delivered to the Company at its principal business office or such other office as the Committee may from
time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan,
as the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a
Share.


 


5.6. Excess
Grant over Incentive Stock Option Limit. 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 $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).


 


5.7.
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:


 


(a) 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.


 


(b) 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.


 






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(c) Notwithstanding
the foregoing, the Optionholder may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory
to the Company and any broker designated by the Company to effect Option exercises, 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. However, the Company may prohibit
designation of a beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent
with the provisions of applicable laws.


 


5.8. Termination
of Continuous Service Generally. 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) but only within such period
of time ending on the earlier of (i) the date three 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.


 


5.9.
Extension of Exercise Period. 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 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 months after the
termination of the Optionholder’s Continuous Service (or such longer or shorter period specified in the Option Agreement)
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.


 


5.10.
Termination Due to Disability. 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), but only within such period of time ending on the
earlier of (i) the date 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.


 


5.11. Termination
Due to Death. 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) by the
Optionholder’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a
person designated to exercise the option upon the Optionholder’s death, but only within the period ending on the
earlier of (i) the date 12 months following the date of death (or such longer or shorter period specified in the Option
Agreement), or (ii) 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.


 






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5.12.
Termination for Cause. In the event that an Optionholder’s Continuous Service is terminated for Cause, the Option
shall terminate immediately and cease to remain outstanding and the Option shall cease to be exercisable with respect to any shares
of Common Stock (whether vested or unvested) at the time of such termination.


 


6.
STOCK APPRECIATION RIGHTS


 


6.1.
Grant and Exercise. The Committee may provide Stock Appreciation Rights (a) in tandem with all or part of any Option
granted under the Plan or at any subsequent time during the term of such Option, (b) in tandem with all or part of any Award (other
than an Option) granted under the Plan or at any subsequent time during the term of such Award, or (c) without regard to any Option
or other Award in each case upon such terms and conditions as the Committee may establish in its sole discretion.


 


6.2.
Terms and Conditions. Stock Appreciation Rights shall be subject to such terms and conditions, not inconsistent with
the provisions of the Plan, as shall be determined from time to time by the Committee, including the following:


 


(a)
Upon the exercise of a Stock Appreciation Right, the holder shall have the right to receive the excess of (i) the Fair Market
Value of one Share on the date of exercise (or such amount less than such Fair Market Value as the Committee shall so determine
at any time during a specified period before the date of exercise) over (ii) the grant price of the Stock Appreciation Right on
the date of grant, which, except in the case of Substitute Awards or in connection with an adjustment provided in Section 11.1,
shall not be less than the Fair Market Value of one Share on such date of grant of the Stock Appreciation Right.


 


(b)
The Committee shall determine in its sole discretion whether payment of a Stock Appreciation Right shall be made in cash, in whole
Shares or other property, or any combination thereof.


 


(c)
The provisions of Stock Appreciation Rights need not be the same with respect to each recipient.


 


(d)
The Committee may impose such other conditions or restrictions on the terms of exercise and the grant price of any Stock Appreciation
Right, as it shall deem appropriate. A Stock Appreciation Right shall have (i) a grant price not less than 100% of the Fair Market
Value of one Share on the date of grant (subject to the requirements of Section 409A of the Code with respect to a Stock Appreciation
Right granted in tandem with, but subsequent to, an Option), and (ii) a term not greater than 10 years except in the event of
death or disability (other than with respect to a Stock Appreciation Right granted in tandem with an Incentive Stock Option).


 




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(e)
An Award Agreement may provide that if on the last day of the term of a Stock Appreciation Right the Fair Market Value of one
Share exceeds the grant price per Share of the Stock Appreciation Right, the Participant has not exercised the Stock Appreciation
Right or the tandem Option (if applicable) and neither the Stock Appreciation Right nor the Option has expired, the Stock Appreciation
Right shall be deemed to have been exercised by the Participant on such day. In such event the Company shall make payment to the
Participant in accordance with this Section, reduced by the number of Shares (or cash) required for withholding taxes; any fractional
Share shall be settled in cash.


 


(f)
Without the approval of the Company’s stockholders, other than pursuant to Section 11.1 and other than in connection with
the grant of a Substitute Award, the Committee shall not (i) reduce the grant price of any Stock Appreciation Right after the
date of grant (ii) cancel any Stock Appreciation Right when the grant price per Share exceeds the Fair Market Value of the underlying
Shares in exchange for cash or another Award, and (iii) take any other action with respect to a Stock Appreciation Right that
would be treated as a repricing under the rules and regulations of the principal securities exchange on which the Shares are traded.


 


(g)
In the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s death
or Disability), 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) but only within such period of
time ending on the earlier of (i) the date three months following the termination of the Participant’s Continuous Service
(or such longer or shorter period specified in the Stock Appreciation Right Agreement), or (ii) 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.


 


(h)
A Participant’s Stock Appreciation Right Agreement may provide that if the exercise of the Stock Appreciation Right following
the termination of the Participant’s Continuous Service (other than upon the Participant’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 Stock Appreciation Right shall terminate on the earlier of (i) the expiration of a period of three
months after the termination of the Participant’s Continuous Service (or such longer or shorter period specified in the
Stock Appreciation Right Agreement) during which the exercise of the Stock Appreciation Right would not be in violation of such
registration requirements, or (ii) the expiration of the term of the Stock Appreciation Right as set forth in the Stock Appreciation
Right Agreement.


 


(i)
In the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, 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), but only within such period of time ending on the earlier of (i) the
date 12 months following such termination of Continuous Service (or such longer or shorter period specified in the Stock Appreciation
Right Agreement), or (ii) 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.


 




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(j)
In the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death, or (ii)
the Participant dies within the period (if any) specified in the Stock Appreciation Right Agreement after the termination of the
Participant’s Continuous Service for a reason other than death, then the Stock Appreciation Right may be exercised (to the
extent the Participant was entitled to exercise such Stock Appreciation Right as of the date of death) by the Participant’s
estate, by a person who acquired the right to exercise the Stock Appreciation Right by bequest or inheritance or by a person designated
to exercise the Stock Appreciation Right upon the Participant’s death, but only within the period ending on the earlier
of (i) the date 12 months following the date of death (or such longer or shorter period specified in the Stock Appreciation Right
Agreement), or (ii) the expiration of the term of such Stock Appreciation Right as set forth in the Stock Appreciation Right Agreement.
If, after the Participant’s death, the Stock Appreciation Right is not exercised within the time specified herein or in
the Stock Appreciation Right Agreement (as applicable), the Stock Appreciation Right shall terminate.


 


(k)
In the event that a Participant’s Continuous Service is terminated for Cause, the Stock Appreciation Right shall terminate
immediately and cease to remain outstanding and the Stock Appreciation Right shall cease to be exercisable with respect to any
shares of Common Stock (whether vested or unvested) at the time of such termination.


 


7.
RESTRICTED STOCK AND RESTRICTED STOCK UNITS


 


7.1.
Grants. Awards of Restricted Stock and of Restricted Stock Units may be issued hereunder to Participants either alone
or in addition to other Awards granted under the Plan (a “Restricted Stock Award” or “Restricted Stock Unit
Award” respectively), and such Restricted Stock Awards and Restricted Stock Unit Awards shall also be available as a form
of payment of Performance Awards and other earned cash-based incentive compensation. The Committee has absolute discretion to
determine whether any consideration (other than services) is to be received by the Company or any Subsidiary as a condition precedent
to the issuance of Restricted Stock or Restricted Stock Units.


 


7.2.
Award Agreements. The terms of any Restricted Stock Award or Restricted Stock Unit Award granted under the Plan shall
be set forth in an Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan.
The terms of Restricted Stock Awards and Restricted Stock Unit Awards need not be the same with respect to each Participant.


 




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7.3.
Rights of Holders of Restricted Stock and Restricted Stock Units. Unless otherwise provided in the Award Agreement,
beginning on the date of grant of the Restricted Stock Award and subject to execution of the Award Agreement, the Participant
shall become a stockholder of the Company with respect to all Shares subject to the Award Agreement and shall have all of the
rights of a stockholder, including the right to vote such Shares and the right to receive distributions made with respect to such
Shares. A Participant receiving a Restricted Stock Unit Award shall not possess voting rights with respect to such Award. Except
as otherwise provided in an Award Agreement any Shares or any other property (other than cash) distributed as a dividend or otherwise
with respect to any Restricted Stock Award or Restricted Stock Unit Award as to which the restrictions have not yet lapsed shall
be subject to the same restrictions as such Restricted Stock Award or Restricted Stock Unit Award. The Committee may provide in
an Award Agreement that an Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election
with respect to the Award under Section 83(b) of the Code. If a Participant makes an election pursuant to 83(b) of the Code with
respect to an Award of Restricted Stock, the Participant shall be required to file promptly a copy of such election with the Company.


 


7.4.
Issuance of Shares. Any Restricted Stock granted under the Plan may be evidenced in such manner as the Board may deem
appropriate, including book-entry registration or issuance of a stock certificate or certificates, which certificate or certificates
shall be held by the Company. Such certificate or certificates shall be registered in the name of the Participant and shall bear
an appropriate legend referring to the restrictions applicable to such Restricted Stock.


 


7.5.
Transferability. Rights to acquire shares of Common Stock under the Award Agreement shall be transferable by the Participant
only upon such terms and conditions as are set forth in the Award Agreement, as the Board shall determine in its sole discretion,
so long as Common Stock awarded under the Award Agreement remains subject to the terms of the Award Agreement.


 


7.6.
Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement, such portion of
the Award that has not vested will be forfeited upon the Participant’s termination of Continuous Service.


 


8.
OTHER SHARE-BASED AWARDS


 


8.1.
Grants. Other Awards of Shares and other Awards that are valued in whole or in part by reference to, or are otherwise
based on, Shares or other property (“Other Share-Based Awards”), including deferred stock units, may be granted hereunder
to Participants either alone or in addition to other Awards granted under the Plan. Other Share-Based Awards shall also be available
as a form of payment of other Awards granted under the Plan and other earned cash-based compensation.


 


8.2.
Award Agreements. The terms of Other Share-Based Award granted under the Plan shall be set forth in an Award Agreement
which shall contain provisions determined by the Committee and not inconsistent with the Plan. The terms of such Awards need not
be the same with respect to each Participant.


 




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8.3.
Payment. Except as may be provided in an Award Agreement, Other Share-Based Awards may be paid in cash, Shares, other
property, or any combination thereof, in the sole discretion of the Committee. Other Share-Based Awards may be paid in a lump
sum or in installments or, in accordance with procedures established by the Committee, on a deferred basis subject to the requirements
of Section 409A of the Code.


 


9.
PERFORMANCE AWARDS


 


9.1.
Grants. Performance Awards in the form of Performance Cash, Performance Shares or Performance Units, as determined
by the Committee in its sole discretion, may be granted hereunder to Participants, for no consideration or for such minimum consideration
as may be required by applicable law, either alone or in addition to other Awards granted under the Plan. The performance goals
to be achieved for each Performance Period shall be conclusively determined by the Committee and may be based upon the criteria
set forth in Section 10.2.


 


9.2.
Award Agreements. The terms of any Performance Award granted under the Plan shall be set forth in an Award Agreement
which shall contain provisions determined by the Committee and not inconsistent with the Plan, including whether such Awards shall
have Dividend Equivalents. The terms of Performance Awards need not be the same with respect to each Participant.


 


9.3.
Terms and Conditions. The performance criteria to be achieved during any Performance Period and the length of the Performance
Period shall be determined by the Committee upon the grant of each Performance Award. The amount of the Award to be distributed
shall be conclusively determined by the Committee.


 


9.4.
Payment. Except as provided in Section 11.1 or as may be provided in an Award Agreement, Performance Awards will be
distributed only after the end of the relevant Performance Period. Performance Awards may be paid in cash, Shares, other property,
or any combination thereof, in the sole discretion of the Committee. Performance Awards may be paid in a lump sum or in installments
following the close of the Performance Period or, in accordance with procedures established by the Committee, on a deferred basis
subject to the requirements of Section 409A of the Code.


 


10.
CODE SECTION 162(m) PROVISIONS


 


10.1.
Covered Employees. Notwithstanding any other provision of the Plan, if the Committee determines at the time a Restricted
Stock Award, a Restricted Stock Unit Award, a Performance Award or an Other Share-Based Award is granted to a Participant who
is, or is likely to be, as of the end of the tax year in which the Company would claim a tax deduction in connection with such
Award, a Covered Employee, then the Committee may provide that this Article 10 is applicable to such Award.


 




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10.2.
Performance Criteria.


 


(a)
If the Committee determines that a Restricted Stock Award, a Restricted Stock Unit, a Performance Award or an Other Share-Based
Award is intended to be subject to this Article 10, the lapsing of restrictions thereon and the distribution of cash, Shares or
other property pursuant thereto, as applicable, shall be subject to the achievement of one or more objective performance goals
established by the Committee, which shall be based on the attainment of specified levels of one or any combination of the following,
or such other performance criteria as may be later determined by the Committee: (i) net sales; (ii) revenue; (iii) revenue growth
or product revenue growth; (iv) operating income (before or after taxes); (v) pre- or after-tax income (before or after allocation
of corporate overhead and bonus); earnings per share; net income (before or after taxes); (vi) return on equity; (vii) total shareholder
return; (viii) return on assets or net assets; (ix) appreciation in and/or maintenance of the price of the Shares or any other
publicly-traded securities of the Company; (x) market share; gross profits; (xi) earnings (including earnings before taxes, earnings
before interest and taxes or earnings before interest, taxes, depreciation and amortization); (xii) economic value-added models
or equivalent metrics; (xiii) comparisons with various stock market indices; (xiv) reductions in costs; (xv) cash flow or cash
flow per share (before or after dividends); (xvi) return on capital (including return on total capital or return on invested capital);
(xvii) cash flow return on investment; (xviii) improvement in or attainment of expense levels or working capital levels; (xiv)
operating margins, gross margins or cash margin; (xx) year-end cash; (xxi) debt reduction; (xxii) stockholder equity; (xxiii)
financing and other capital raising transactions (including sales of the Company’s equity or debt securities); (xxiv) factoring
transactions; sales or licenses of the Company’s assets, including its intellectual property, whether in a particular jurisdiction
or territory or globally; or through partnering transactions; and (xxv) implementation, completion or attainment of measurable
objectives with respect to research, development, manufacturing, commercialization, products or projects, production volume levels,
acquisitions and divestitures and recruiting and maintaining personnel.


 


(b)
Such performance goals also may be based solely by reference to the Company’s performance or the performance of a Subsidiary,
division, business segment or business unit of the Company, or based upon the relative performance of other companies or upon
comparisons of any of the indicators of performance relative to other companies.


 


(c)
The Committee may also exclude charges related to an event or occurrence which the Committee determines should appropriately be
excluded, including (i) restructuring and/or other nonrecurring charges (including but not limited to the effect of tax or legal
settlements); (ii) exchange rate effects, as applicable, for non-U.S. dollar denominated net sales and operating earnings; (iii)
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; (v) stock-based compensation expense determined under
generally accepted accounting principles; (vi) any other unusual, non-recurring gain or loss or extraordinary item; (vii) a response
to, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development; (viii) a response to,
or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions; (ix) the dilutive
effects of acquisitions or joint ventures; (x) the assumption that any business divested by S&W achieved performance objectives
at targeted levels during the balance of a performance period following such divestiture; (xi) the effect of any change in the
outstanding shares of our common stock by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization,
merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to
common shareholders other than regular cash dividends; (xii) the reflection of a corporate transaction, such as a merger, consolidation,
separation (including a spinoff or other distribution of stock or property by a corporation), or reorganization (whether or not
such reorganization comes within the definition of such term in Section 368 of the Code); (xiii) the reflection of any partial
or complete corporate liquidation; (xiv) the effect of in-process research and development expenses; and (xv) the income tax effect
of non-GAAP pre-tax adjustments from the provision for income taxes.


 




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(d)
Such performance goals shall be set by the Committee within the time period prescribed by, and shall otherwise comply with the
requirements of, Section 162(m) of the Code, and the regulations thereunder.


 


10.3.
Adjustments. Notwithstanding any provision of the Plan, with respect to any Restricted Stock Award, Restricted Stock
Unit Award, Performance Award or Other Share-Based Award that is subject to this Article 10, the Committee may adjust downwards,
but not upwards, the amount payable pursuant to such Award, and the Committee may not waive the achievement of the applicable
performance goals, except in the case of the death or disability of the Participant or as otherwise determined by the Committee
in special circumstances.


 


10.4.
Restrictions. The Committee shall have the power to impose such other restrictions on Awards subject to this Article
10 as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for “performance-based compensation”
within the meaning of Section 162(m) of the Code. In no event shall the number of Shares that are subject to performance-based
vesting conditions and which are granted to any Participant in a single calendar year exceed 500,000 Shares, subject to adjustment
in accordance with Section 11.1.


 


11.
ADJUSTMENTS UPON CHANGES IN COMMON STOCK; CORPORATE TRANSACTIONS


 


11.1.
Capitalization Adjustments. If any change is made in, or other events occur with respect to, the Common Stock subject
to the Plan or subject to any Stock Award after the effective date of the Plan set forth in Section 13 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 (each 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 3.1(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 3.1(a), (iii) the class(es) and maximum number of securities that
may be awarded to any person pursuant to Sections 4.2(g) and 10.4, and (iv) the class(es) and number of securities and price per
share of stock subject to outstanding Awards. The Board shall make such adjustments, and its determination shall be final, binding
and conclusive. 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.


 




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11.2.
Dissolution or Liquidation. In the event of a dissolution or liquidation of the Company, all outstanding Awards
(other than 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 option or subject to the forfeiture condition may be repurchased or reacquired
by the Company notwithstanding the fact that the holder of such Award is providing Continuous Service, provided, however,
that the Board may, in its sole discretion, cause some or all Awards to become fully vested, exercisable and/or no longer subject
to repurchase or forfeiture (to the extent such Awards have not previously expired or terminated) before the dissolution or liquidation
is completed but contingent on its completion.


 


11.3.
Corporate Transaction. The following provisions shall apply to Awards in the event of a Corporate Transaction
unless otherwise provided in a written agreement between the Company or any Affiliate and the holder of the Award or unless otherwise
expressly provided by the Board at the time of grant of a Award:


 


(a)
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 Awards outstanding under the Plan or may substitute similar stock awards for
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 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 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
4.2(b).


 


(b)
In the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does
not assume or continue any or all outstanding Awards or substitute similar stock awards for such outstanding Awards, then with
respect to 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 Awards (and, if applicable, 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 days prior to the effective
time of the Corporate Transaction), and such 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 Awards
shall lapse (contingent upon the effectiveness of the Corporate Transaction). No vested Restricted Stock Unit Award shall terminate
pursuant to this Section 11.3(b) without being settled by delivery of shares of Common Stock, their cash equivalent, any combination
thereof, or in any other form of consideration, as determined by the Board, prior to the effective time of the Corporate Transaction.


 




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(c)
In the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does
not assume or continue any or all outstanding Awards or substitute similar stock awards for such outstanding Awards, then with
respect to Awards that have not been assumed, continued or substituted and that are held by persons other than Current Participants,
the vesting of such Awards (and, if applicable, the time at which such Award may be exercised) shall not be accelerated and such
Awards (other than a Award consisting of vested and outstanding shares of Common Stock not subject to 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 Awards shall not terminate and
may continue to be exercised notwithstanding the Corporate Transaction. No vested Restricted Stock Unit Award shall terminate
pursuant to this Section 11.3(c) without being settled by delivery of shares of Common Stock, their cash equivalent, any combination
thereof, or in any other form of consideration, as determined by the Board, prior to the effective time of the Corporate Transaction.


 


(d)
Notwithstanding the foregoing, in the event a 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 Award may not exercise such 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 (i) the value of the
property the holder of the Award would have received upon the exercise of the Award immediately prior to the effective time of
the Corporate Transaction, over (ii) any exercise price payable by such holder in connection with such exercise.


 


11.4.
Change in Control. An Award may be subject to additional acceleration of vesting and exercisability upon or after a
Change in Control as may be provided in the agreement for such Award or as may be provided in any other written agreement between
the Company or any Affiliate and the Participant. An Award may vest as to all or any portion of the shares subject to the Award
(i) immediately upon the occurrence of a Change in Control, whether or not such Award is assumed, continued, or substituted by
a surviving or acquiring entity in the Change in Control, or (ii) in the event a Participant’s Continuous Service is terminated,
actually or constructively, within a designated period following the occurrence of a Change in Control. In the absence of such
provisions, no such acceleration shall occur.


 




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12.
GENERALLY APPLICABLE PROVISIONS


 


12.1.
Amendment and Termination of the Plan. The Board may, from time to time, alter, amend, suspend or terminate the Plan
as it shall deem advisable, subject to any requirement for stockholder approval imposed by applicable law, including the rules
and regulations of the principal securities market on which the Shares are traded; provided that the Board may not, without the
approval of the Company’s stockholders, amend the Plan to (a) increase the number of Shares that may be the subject of Awards
under the Plan (except for adjustments pursuant to Section 11.1), (b) expand the types of awards available under the Plan, (c)
materially expand the class of persons eligible to participate in the Plan, (d) amend any provision of Section 5.3 or Section
6.2(e), (e) increase the maximum permissible term of any Option specified by Section 5.4 or the maximum permissible term of a
Stock Appreciation Right specified by Section 6.2(d), or (f) increase the limitations set forth in Sections 3.1(a), 4.2(g) or
10.4. No amendments to, or termination of, the Plan shall impair the rights of a Participant under any Award previously granted
without such Participant’s consent.


 


12.2.
Transferability of Awards. Except as provided elsewhere herein, no Award and no Shares that have not been issued or
as to which any applicable restriction, performance or deferral period has not lapsed, may be sold, assigned, transferred, pledged
or otherwise encumbered, other than by will or the laws of descent and distribution, and such Award may be exercised during the
life of the Participant only by the Participant or the Participant’s guardian or legal representative. To the extent and
under such terms and conditions as determined by the Board, a Participant may assign or transfer an Award (each transferee thereof,
a “Permitted Assignee”) to (i) the Participant’s spouse, children or grandchildren (including any adopted and
step children or grandchildren), parents, grandparents or siblings, (ii) to a trust for the benefit of one or more of the Participant
or the persons referred to in clause (i), or (iii) to a partnership, limited liability company or corporation in which the Participant
or the persons referred to in clause (i) are the only partners, members or stockholders; provided that such Permitted Assignee
shall be bound by and subject to all of the terms and conditions of the Plan and the Award Agreement relating to the transferred
Award and shall execute an agreement satisfactory to the Company evidencing such obligations; and provided further that such Participant
shall remain bound by the terms and conditions of the Plan. The Company shall cooperate with any Permitted Assignee and the Company’s
transfer agent in effectuating any transfer permitted under this Section.


 


12.3.
Termination of Employment. The Board shall determine and set forth in each Award Agreement whether any Awards granted
in such Award Agreement will continue to be exercisable, continue to vest or be earned and the terms of such exercise, vesting
or earning, on and after the date that a Participant ceases to be employed by or to provide services to the Company or any Subsidiary
(including as a Director), whether by reason of death, disability, voluntary or involuntary termination of employment or services,
or otherwise. The date of termination of a Participant’s employment or services will be determined by the Board, which determination
will be final.


 


12.4.
Deferral; Dividend Equivalents. The Board shall be authorized to establish procedures pursuant to which the
payment of any Award may be deferred. Subject to the provisions of the Plan and any Award Agreement, the recipient of an Award
may, if so determined by the Board, be entitled to receive, currently or on a deferred basis, cash, stock or other property dividends
in amounts equivalent to cash, stock or other property dividends on Shares (“Dividend Equivalents”) with respect to
the number of Shares covered by the Award, as determined by the Board, in its sole discretion. The Board may provide that such
amounts and Dividend Equivalents (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested
and may provide that such amounts and Dividend Equivalents are subject to the same vesting or performance conditions as the underlying
Award.


 




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13.
MISCELLANEOUS


 


13.1.
Award Agreements. Each Award Agreement shall either be (a) in writing in a form approved by the Board and executed
by the Company by an officer duly authorized to act on its behalf, or (b) an electronic notice in a form approved by the Board
and recorded by the Company (or its designee) in an electronic recordkeeping system used for the purpose of tracking one or more
types of Awards as the Board may provide; in each case and if required by the Board, the Award Agreement shall be executed or
otherwise electronically accepted by the recipient of the Award in such form and manner as the Board may require. The Board may
authorize any officer of the Company to execute any or all Award Agreements on behalf of the Company. The Award Agreement shall
set forth the material terms and conditions of the Award as established by the Board consistent with the provisions of the Plan.


 


13.2.
Tax Withholding. The Company shall have the right to make all payments or distributions pursuant to the Plan to a Participant
(or a Permitted Assignee thereof) (any such person, a “Payee”) net of any applicable federal, state and local taxes
required to be paid or withheld as a result of (a) the grant of any Award, (b) the exercise of an Option or Stock Appreciation
Right, (c) the delivery of Shares or cash, (d) the lapse of any restrictions in connection with any Award or (e) any other event
occurring pursuant to the Plan. The Company or any Subsidiary shall have the right to withhold from wages or other amounts otherwise
payable to such Payee such withholding taxes as may be required by law, or to otherwise require the Payee to pay such withholding
taxes. If the Payee shall fail to make such tax payments as are required, the Company or its Subsidiaries shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such Payee or to take
such other action as may be necessary to satisfy such withholding obligations. The Committee shall be authorized to establish
procedures for election by Participants to satisfy such obligation for the payment of such taxes by tendering previously acquired
Shares (either actually or by attestation, valued at their then Fair Market Value), or by directing the Company to retain Shares
(up to the Participant’s minimum required tax withholding rate or such other rate that will not cause an adverse accounting
consequence or cost) otherwise deliverable in connection with the Award.


 


13.3.
Right of Discharge Reserved; Claims to Awards. Nothing in the Plan nor the grant of an Award hereunder shall confer
upon any Employee, Director or Consultant the right to continue in the employment or service of the Company or any Subsidiary
or affect any right that the Company or any Subsidiary may have to terminate the employment or service of (or to demote or to
exclude from future Awards under the Plan) any such Employee, Director or Consultant at any time for any reason. Except as specifically
provided by the Board, the Company shall not be liable for the loss of existing or potential profit from an Award granted in the
event of termination of an employment or other relationship. No Employee, Director or Consultant shall have any claim to be granted
any Award under the Plan, and there is no obligation for uniformity of treatment of Employees, Directors Consultants or Participants
under the Plan.


 




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13.4.
Substitute Awards. Notwithstanding any other provision of the Plan, the terms of Substitute Awards may vary from the
terms set forth in the Plan to the extent the Board deems appropriate to conform, in whole or in part, to the provisions of the
awards in substitution for which they are granted.


 


13.5.
Cancellation of Award; Forfeiture of Gain. Notwithstanding anything to the contrary contained herein, an Award Agreement
may provide that the Award shall be canceled if the Participant, without the consent of the Company, while employed by the Company
or any Subsidiary or after termination of such employment or service, violates a non- competition, non-solicitation or non-disclosure
covenant or agreement or otherwise engages in activity that is in conflict with or adverse to the interest of the Company or any
Subsidiary (including conduct contributing to any financial restatements or financial irregularities), as determined by the Board
in its sole discretion. The Board may provide in an Award Agreement that if within the time period specified in the Agreement
the Participant establishes a relationship with a competitor or engages in an activity referred to in the preceding sentence,
the Participant will forfeit any gain realized on the vesting or exercise of the Award and must repay such gain to the Company.


 


13.6.
Stop Transfer Orders. All certificates for Shares delivered under the Plan pursuant to any Award shall be subject to
such stop-transfer orders and other restrictions as the Board may deem advisable under the rules, regulations and other requirements
of the Securities and Exchange Commission, any stock exchange upon which the Shares are then listed, and any applicable federal
or state securities law, and the Board may cause a legend or legends to be put on any such certificates to make appropriate reference
to such restrictions.


 


13.7.
Nature of Payments. All Awards made pursuant to the Plan are in consideration of services performed or to be performed
for the Company or any Subsidiary, division or business unit of the Company. Any income or gain realized pursuant to Awards under
the Plan constitutes a special incentive payment to the Participant and shall not be taken into account, to the extent permissible
under applicable law, as compensation for purposes of any of the employee benefit plans of the Company or any Subsidiary except
as may be determined by the Board.


 


13.8.
Other Plans. Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements,
subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable
only in specific cases.


 


13.9.
Unfunded Status of the Plan. The Plan is intended to constitute an “unfunded” plan for incentive compensation.
With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant
any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Board may authorize the
creation of trusts or other arrangements to meet the obligations created under the Plan to deliver the Shares or payments in lieu
of or with respect to Awards hereunder; provided, however, that the existence of such trusts or other arrangements is consistent
with the unfunded status of the Plan.


 




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13.10.
Foreign Employees. Awards may be granted to Participants who are foreign nationals or employed outside the United States,
or both, on such terms and conditions different from those applicable to Awards to Employees, Directors or Consultants providing
services in the United States as may, in the judgment of the Board, be necessary or desirable in order to recognize differences
in local law or tax policy. The Board also may impose conditions on the exercise or vesting of Awards in order to minimize the
Company’s obligation with respect to tax equalization for Employees or Consultants on assignments outside their home country.


 


13.11.
Compliance with Section 409A of the Code. This Plan is intended to comply and shall be administered in a manner that
is intended to comply with Section 409A of the Code and shall be construed and interpreted in accordance with such intent. To
the extent that an Award or the payment, settlement or deferral thereof is subject to Section 409A of the Code, the Award shall
be granted, paid, settled or deferred in a manner that will comply with Section 409A of the Code, including regulations or other
guidance issued with respect thereto, except as otherwise determined by the Committee. Any provision of this Plan that would cause
the grant of an Award or the payment, settlement or deferral thereof to fail to satisfy Section 409A of the Code shall be amended
to comply with Section 409A of the Code on a timely basis, which may be made on a retroactive basis, in accordance with regulations
and other guidance issued under Section 409A of the Code.


 


13.12.
Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer,
other employee, or agent of the Company will be liable to any Participant, former Participant, spouse, beneficiary, or any other
person for any claim, loss, liability, or expense incurred in connection with the Plan, nor will such individual be personally
liable with respect to the Plan because of any contract or other instrument he or she executes in his or her capacity as a director,
officer, other employee, or agent of the Company. The Company will indemnify and hold harmless each director, officer, other employee,
or agent of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been or will
be delegated, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement
of a claim with the Board’s approval) arising out of any act or omission to act concerning this Plan unless arising out
of such person’s own fraud or bad faith.


 


13.13.
Retroactive Effect. To the extent permitted by law, all of the provisions of this Amended and Restated Plan shall be
made retroactive to all Awards granted prior to the date of the amendment and restatement.


 


13.14.
Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Stock Awards shall constitute general
funds of the Company.


 




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13.15.
Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common
Stock under any 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 Award; and (ii) to give written assurances satisfactory
to the Company stating that the Participant is acquiring Common Stock subject to the 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 (i) the issuance of the shares upon the exercise or acquisition
of Common Stock under the Award has been registered under a then currently effective registration statement under the Securities
Act, or (ii) 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.


 


13.16.
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 Awards and to issue and sell shares of Common Stock upon exercise of
the Awards; provided, however, that this undertaking shall not require the Company to register under the Securities Act
the Plan, any Award or any Common Stock issued or issuable pursuant to any such Award. If, after reasonable efforts, the Company
is unable to obtain from any such regulatory commission or agency the authority 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 Awards unless and until such authority is obtained. A Participant shall not be eligible
for the grant of a Stock Award or the subsequent issuance of Common Stock pursuant to the Stock Award if such grant or issuance
would be in violation of any applicable securities laws.


 


13.17.
Withholding Obligations. Unless prohibited by the terms of a Stock Award Agreement or the written terms of a Performance
Cash Award, 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 a Stock
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.


 


13.18.
Electronic Delivery. Any reference herein to a “written” agreement or document shall include any agreement
or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s
intranet.


 




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13.19.
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 or otherwise providing services to the Company. The Board is authorized to make deferrals
of Awards and determine when, and in what annual percentages, Participants may receive payments, including lump sum payments,
following the Participant’s termination of Continuous Service, and implement such other terms and conditions consistent
with the provisions of the Plan and in accordance with applicable law.


 


13.20.
Non-Exempt Employees. No Award granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards
Act of 1938, as amended, shall be first exercisable for any shares of Common Stock until at least six months following the date
of grant. Notwithstanding the foregoing, consistent with the provisions of the Worker Economic Opportunity Act, (i) in the event
of the Participant’s death or Disability, (ii) upon a Corporate Transaction in which such Award is not assumed, continued,
or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in
the Participant’s Stock Award agreement or another applicable agreement or in accordance with the Company’s then current
employment policies and guidelines), any vested Awards may be exercised earlier than six months following the date of grant. 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 a Award will be exempt from his or her regular rate of pay.


 


13.21.
No Obligation to Notify or Minimize Taxes; Company may Pay Individual Tax Liability. The Company shall have no duty
or obligation to any Participant to advise such holder as to the time or manner of exercising such 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 Award or
a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences
of a Award to the holder of such Stock Award. The foregoing notwithstanding, in the sole discretion of the Plan Administrator,
the Company may, but is under no obligation to, agree to pay all or a portion of the individual tax liability of one or more Plan
Participants whose awards do not satisfy the conditions for exemption under Code section 409A.


 


13.22.
Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an 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 Award is communicated to, or actually received or accepted
by, the Participant. In the event that the corporate records (e.g., Board consents, resolutions or minutes) documenting
the corporate action constituting the grant contain terms (e.g., exercise price, vesting schedule or number of shares)
that are inconsistent with those in the Award Agreement or the written terms of a Performance Cash Award as a result of a clerical
error in the papering of the Award agreement, the corporate records will control.


 




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13.23.
Governing Law. The Plan and all determinations made and actions taken thereunder, to the extent not otherwise governed
by the Code or the laws of the United States, shall be governed by the laws of the State of Nevada, without reference to principles
of conflict of laws, and construed accordingly.


 


13.24.
Effective Date of Plan; Termination of Plan. The Plan originally became effective on July 1, 2018. Awards may be granted
under the Plan at any time and from time to time on or prior to the fifth anniversary of the effective date of the Plan, on which
date the Plan will expire except as to Awards then outstanding under the Plan. Such outstanding Awards shall remain in effect
until they have been exercised or terminated, or have expired.


 


13.25.
Construction. As used in the Plan, the words “include” and “including,” and variations
thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without
limitation.”


 


13.26.
Captions. The captions in the Plan are for convenience of reference only, and are not intended to narrow, limit or
affect the substance or interpretation of the provisions contained herein.


 


13.27.
Severability. If any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable in whole or
in part by a court of competent jurisdiction, such provision shall (a) be deemed limited to the extent that such court of competent
jurisdiction deems it lawful, valid and/or enforceable and as so limited shall remain in full force and effect, and (b) not affect
any other provision of the Plan or part thereof, each of which shall remain in full force and effect. If the making of any payment
or the provision of any other benefit required under the Plan shall be held unlawful or otherwise invalid or unenforceable by
a court of competent jurisdiction, such unlawfulness, invalidity or unenforceability shall not prevent any other payment or benefit
from being made or provided under the Plan, and if the making of any payment in full or the provision of any other benefit required
under the Plan in full would be unlawful or otherwise invalid or unenforceable, then such unlawfulness, invalidity or unenforceability
shall not prevent such payment or benefit from being made or provided in part, to the extent that it would not be unlawful, invalid
or unenforceable, and the maximum payment or benefit that would not be unlawful, invalid or unenforceable shall be made or provided
under the Plan.


 




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