Exhibit
10.1


 


AKOUSTIS
TECHNOLOGIES, inc.


 


2016
stock INCENTIVE PLAN


 


		1.	Purpose



 


The
purposes of the Plan are to encourage and enable selected Employees, Directors and Consultants of the Company and its Affiliates
to acquire or increase their holdings of Common Stock and other equity-based interests in the Company and/or to provide other
incentive awards in order to promote a closer identification of their interests with those of the Company and its stockholders,
and to provide flexibility to the Company in its ability to motivate, attract and retain the services of Participants upon whose
judgment, interest and special effort the successful conduct of its operation largely depends. These purposes may be carried out
through the granting of Awards to selected Participants.


 


		2.	Effective
                                         Date; Term



 


The
Effective Date of the Plan shall be December 15, 2016 (the “Effective Date”). Awards may be granted on or after
the Effective Date, but no Awards may be granted after December 14, 2026. Awards
that are outstanding at the end of the Plan term (or such earlier termination date as may be established by the Board pursuant
to Section 18(a)) shall continue in accordance with their terms, unless otherwise provided in the Plan or an Award Agreement.



 


		3.	Definitions



 


In
addition to other terms defined herein or in an Award Agreement, the following terms shall have the meanings given below:


 


(a)          Administrator
means the Board and, upon its delegation of all or part of its authority to administer the Plan to the Committee, the Committee.


 


(b)         Affiliate
means any Parent or Subsidiary of the Company, and also includes any other business entity which controls, is controlled by
or is under common control with the Company; provided, however, that the term “Affiliate” shall be construed in a
manner in accordance with the registration provisions of applicable federal securities laws if and to the extent required.


 


(c)          Applicable
Law means any applicable laws, rules or regulations (or similar guidance), including but not limited to the Securities Act,
the Exchange Act, the Code and the listing or other rules of any applicable stock exchange. References to any applicable laws,
rules and regulations, including references to any sections or other provisions of applicable laws, rules and regulations, shall
also refer to any successor provisions thereto unless the Administrator determines otherwise.


 


(d)         Award
means a grant under the Plan of an Incentive Option; a Nonqualified Option; a Stock Appreciation Right; a Restricted Stock
Award; a Restricted Stock Unit; a Deferred Stock Unit; a Performance Share; a Performance Unit; a Phantom Stock Award; an Other
Stock-Based Award; a Cash Bonus Award; a Dividend Equivalent Award; and/or any other award granted under the Plan.


 


(e)          Award
Agreement means an award agreement or certificate (which may be in written
or electronic form, in the Administrator’s discretion, and which includes any amendment or supplement thereto) between the
Company and a Participant, specifying such terms, conditions and restrictions as may be established by the Administrator with
regard to an Award and shares of Common Stock or any other benefit related to
an Award.


 


(f)          Board
or Board of Directors means the Board of Directors of the Company.


 


(g)         Cash
Bonus Award means a cash-based Award granted pursuant to Section 13.


 




     


     


    

 


(h)          Cause
means, unless otherwise provided in an Award Agreement or determined by the Administrator, a Participant’s termination
of employment or service resulting from the Participant’s (i) termination for “Cause” as defined under the Participant’s
employment agreement, change in control agreement, consulting agreement or other similar agreement with the Company or an Affiliate,
if any, or (ii) if the Participant has not entered into any such agreement (or, if any such agreement does not define “Cause”),
then the Participant’s termination shall be for “Cause” if termination results due to the Participant’s
(A) dishonesty; (B) refusal to perform his or her duties for the Company or an Affiliate; or (C) engaging in fraudulent conduct
or conduct that could be materially damaging to the Company without a reasonable good faith belief that such conduct was in the
best interest of the Company. The determination of “Cause” shall be made by the Administrator and its determination
shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and an Award,
a Participant’s employment or service shall also be deemed to have terminated for Cause if, after the Participant’s
employment or service has terminated, facts and circumstances are discovered that would have justified, in the opinion of the
Administrator, a termination for Cause.


 


(i)          A
Change of Control shall (except as may be otherwise required, if at all, under
Code Section 409A) be deemed to have occurred on the earliest of the following dates:


 


(i)          The
date any entity or person shall have become the beneficial owner of, or shall have obtained voting control over, more than fifty
percent (50%) of the total voting power of the Company’s then outstanding voting stock;


 


(ii)         The
date of the consummation of (A) a merger, recapitalization, consolidation or reorganization of the Company (or similar transaction
involving the Company), in which the holders of the Common Stock immediately prior to the transaction have voting control over
less than fifty-one percent (51%) of the voting securities of the surviving corporation immediately after such transaction, or
(B) the sale or disposition of all or substantially all the assets of the Company;
or


 


(iii)        The
date there shall have been a change in a majority of the Board of Directors of the Company within a 12-month period unless the
nomination for election by the Company’s stockholders or the appointment of each new Director was approved by the vote of
two-thirds of the members of the Board (or a committee of the Board, if nominations are approved by a Board committee rather than
the Board) then still in office who were in office at the beginning of the 12-month period.


 


For
the purposes herein, the term “person” shall mean any individual, corporation, partnership, group, association
or other person, as such term is defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, other than the Company,
a Subsidiary of the Company or any employee benefit plan(s) sponsored or maintained by the Company or any Subsidiary thereof,
and the term “beneficial owner” shall have the meaning given the term in Rule 13d-3 under the Exchange Act.


 


For
the purposes of clarity, a transaction shall not constitute a Change of Control if its principal purpose is to change the state
of the Company’s incorporation, create a holding company that would be owned in substantially the same proportions by the
persons who held the Company’s securities immediately before such transaction or is another transaction of other similar
effect.


 


Notwithstanding
the preceding provisions of this Section 3(i), in the event that any Awards granted under the Plan are deemed to be deferred compensation
subject to (and not exempt from) the provisions of Code Section 409A, then distributions related to such Awards to be made upon
a Change of Control may be permitted, in the Administrator's discretion, upon the occurrence of one or more of the following events
(as they are defined and interpreted under Code Section 409A): (A) a change in the ownership of the Company; (B) a change in effective
control of the Company; or (C) a change in the ownership of a substantial portion of the assets of the Company. 


 


(j)           Code
means the Internal Revenue Code of 1986, as amended. Any reference herein to a
specific Code section shall be deemed to include all related regulations or other guidance with respect to such Code section.


 


(k)          Committee
means the Compensation Committee of the Board (or a subcommittee thereof), or such other committee of the Board which may
be appointed to administer the Plan in whole or in part.


 




    	 	2	 



     


    

 


(l)           Common
Stock means the common stock of Akoustis Technologies, Inc., $0.001 par value, or any successor securities thereto.


 


(m)         Company
means Akoustis Technologies, Inc., together with any successor thereto. In the Administrator’s discretion, the term
“Company” may also refer to the Company and any or all of its Affiliates.


 


(n)         Consultant
means an independent contractor, consultant or advisor providing services (other than capital raising services) to the Company
or an Affiliate.


 


(o)         Covered
Employee shall have the meaning given the term in Code Section 162(m).


 


(p)         Deferred
Stock Unit means a Restricted Stock Unit, the terms of which may, in the Administrator’s discretion, provide for delivery
of shares of Common Stock, cash or a combination thereof on a date or dates subsequent to the date the Award is earned and vested,
as provided in Section 9.


 


(q)         Director
means a member of the Board.


 


(r)          Disability
shall, unless otherwise provided in an Award Agreement or determined by the Administrator
(taking into account any Code Section 409A considerations), as applied to any Participant, having the meaning given in
any employment agreement, change in control agreement, consulting agreement or other similar agreement, if any, to which the Participant
is a party, or, if there is no such agreement (or if such agreement does not define “Disability”), “Disability”
shall mean the inability of the 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. The Administrator shall have authority to determine if a Disability has occurred.


 


(s)          Dividend
Equivalent Award means a right granted to a Participant pursuant to Section 14 to receive the equivalent value (in cash or
shares of Common Stock) of dividends paid on Common Stock.


 


(t)          Effective
Date means the effective date of the Plan, as provided in Section 2.


 


(u)         Employee
means any person who is an employee of the Company or any Affiliate (including entities which become Affiliates after the
Effective Date). For this purpose, an individual shall be considered to be an Employee only if there exists between the individual
and the Company or an Affiliate the legal and bona fide relationship of employer and employee
(taking into account Code Section 409A considerations if and to the extent applicable); provided, however, that with respect
to Incentive Options, “Employee” means any person who is considered an employee of the Company or any Parent or Subsidiary
for purposes of Treasury Regulation Section 1.421-1(h).


 


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


 


(w)         Exercise
Price means the price at which an Option or SAR may be exercised, as provided in Section 7(b) and Section 8(a), respectively.


 


(x)          Fair
Market Value per share of the Common Stock shall be established by the Administrator and, unless otherwise determined by the
Administrator, the Fair Market Value shall be determined in accordance with the following provisions: (i) if the shares of Common
Stock are listed for trading on the New York Stock Exchange, LLC (“NYSE”), the NASDAQ Stock Market LLC (“Nasdaq”)
or another national or regional stock exchange, the Fair Market Value shall be the closing sales price per share of the shares
on the principal stock exchange on which such securities are listed on the date an Award is granted or other determination is
made (such date of determination being referred to herein as a “valuation date”), or, if there is no transaction
on such date, then on the trading date nearest preceding the valuation date for which closing price information is available,
and, provided further, if the shares are not listed for trading on the NYSE, Nasdaq or another stock exchange but are regularly
quoted on an automated quotation system (including the OTC Bulletin Board and the quotations published by the OTC Markets Group)
or by a recognized securities dealer, the Fair Market Value shall be the closing sales price for such shares as quoted on such
system or by such securities dealer on the valuation date, but if selling prices are not reported, the Fair Market Value of a
share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the valuation date (or,
if no such prices were reported on that date, on the last date such prices were reported), as reported in The Wall Street Journal
or such other source as the Administrator deems reliable; or (ii) if the shares of Common Stock are not listed or reported in
any of the foregoing, then the Fair Market Value shall be determined by the Administrator based on such valuation measures or
other factors as it deems appropriate. Notwithstanding the foregoing, (i) with respect to the grant of Incentive Options, the
Fair Market Value shall be determined by the Administrator in accordance with the applicable provisions of Section 20.2031-2 of
the Federal Estate Tax Regulations, or in any other manner consistent with Code Section 422; and (ii) Fair Market Value shall
be determined in accordance with Code Section 409A if and to the extent required.


 




    	 	3	 



     


    

 


(y)         Full
Value Award means an Award, other than in the form of an Option or SAR, which is settled by the issuance of Common Stock.


 


(z)          Good
Reason means, unless otherwise provided in an Award Agreement or determined by the Administrator, in the context of a Change
of Control, a Participant’s termination of employment or service resulting from the Participant’s (i) termination
for “Good Reason” as defined under the Participant’s employment agreement, change of control agreement, consulting
agreement or other similar agreement with the Company or an Affiliate, if any, or (ii) if the Participant has not entered into
any agreement (or, if any such agreement does not define “Good Reason”), then a Participant’s termination shall
be for “Good Reason” if termination results due to any of the following without the Participant’s consent: (A)
a material reduction in the Participant’s base salary as in effect immediately prior to the date of the Change of Control,
(B) the assignment to the Participant of duties or responsibilities materially inconsistent with, or a material diminution in,
the Participant’s position, authority, duties or responsibilities as in effect immediately prior to the Change of Control
or (C) the relocation by the Company of the Participant’s principal place of employment by more than 100 miles from the
location at which the Participant was stationed immediately prior to the Change of Control. Notwithstanding the foregoing, with
respect to Directors, unless the Administrator determines otherwise, a Director’s termination from service on the Board
shall be for “Good Reason” if the Participant ceases to serve as a Director, or, if the Company is not the surviving
company in the Change of Control event, a member of the board of directors of the surviving entity, in either case, due to the
Participant’s failure to be nominated to serve as a director of such entity or the Participant’s failure to be elected
to serve as a director of such entity, but not due to the Participant’s decision not to continue service on the Board of
Directors of the Company or the board of directors of the surviving entity, as the case may be. An event or condition that would
otherwise constitute “Good Reason” shall constitute Good Reason only if the Company fails to rescind or cure such
event or condition within 30 days after receipt from the Participant of written notice of the event which constitutes Good Reason,
and Good Reason shall cease to exist for any event or condition described herein on the 60th day following the later
of the occurrence or the Participant’s knowledge thereof, unless the Participant has given the Company written notice thereof
prior to such date. In the context other than a Change of Control, “Good Reason” shall be as defined by the Administrator.
The determination of “Good Reason” shall be made by the Administrator and its determination shall be final and conclusive.


 


(aa)        Incentive
Option means an Option that is designated by the Administrator as an Incentive Option pursuant to Section 7 and intended to
meet the requirements of incentive stock options under Code Section 422.


 


(bb)       Nonqualified
Option means an Option granted under Section 7 that is not intended to qualify as an incentive stock option under Code Section
422.


 


(cc)        Option
means a stock option granted under Section 7 that entitles the holder to purchase from the Company a stated number of shares
of Common Stock at the Exercise Price, and subject to such terms and conditions, as may be set forth in the Plan or an Award Agreement
or established by the Administrator.


 


(dd)       Option
Period means the term of an Option, as provided in Section 7(d).


 


(ee)        Other
Stock-Based Award means a right, granted to a Participant under Section 12, that relates to or is valued by reference to shares
of Common Stock or other Awards relating to shares of Common Stock.


 


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


 


(gg)       Participant
means an individual who is an Employee employed by, or a Director or Consultant providing services to, the Company or an Affiliate
who satisfies the requirements of Section 6 and is selected by the Administrator to receive an Award under the Plan.


 


(hh)       Performance
Award means a Performance Share Award and/or a Performance Unit Award, as provided in Section 10.


 




    	 	4	 



     


    

 


(ii)          Performance
Measures mean one or more performance factors or criteria which may be established by the Administrator with respect to an
Award. Performance Measures may be based on such performance factors or criteria as the Administrator in its discretion may deem
appropriate; provided, however, that, if and to the extent required under Code Section 162(m) with respect to Awards granted to
Covered Employees that are intended to qualify as “performance-based compensation” under Code Section 162(m), such
Performance Measures shall be objective and shall be based upon one or more of the following criteria (as determined by the Administrator
in its discretion): (i) cash flow; (ii) return on equity; (iii) return on assets; (iv) earnings per share; (v) operations expense
efficiency milestones; (vi) consolidated earnings before or after taxes (including earnings before interest, taxes, depreciation
and amortization); (vii) net income; (viii) operating income; (ix) pre-tax income; (x) book value per share; (xi) return on investment;
(xii) return on capital; (xiii) improvements in capital structure; (xiv) expense management; (xv) profitability including of an
identifiable business unit or service offering; (xvi) maintenance or improvement of profit margins; (xvii) stock price or total
shareholder return; (xviii) market share; (xix) revenues or sales; (xx) costs; (xxi) working capital; (xxii) economic wealth created;
(xxiii) strategic business criteria; (xxiv) efficiency ratio(s); (xxv) operating ratio(s); (xxvi) achievement of division,
group, function or corporate financial, strategic or operational goals; (xxvii) gross margins; (xxviii) product productions or
shipments; and (xxix) comparisons with stock market indices or performance metrics of peer companies. The Administrator may also
apply other performance factors and criteria, which need not be objective, with respect to Awards that are not intended to comply
with the Code Section 162(m) qualified performance-based compensation exception. The foregoing criteria may relate to the Company,
one or more of its Subsidiaries or other Affiliates or one or more of its segments, operating units or groups, divisions, departments,
partnerships, joint ventures or minority investments, facilities, product lines or products service offerings or any combination
of the foregoing. The targeted level or levels of performance with respect to such business criteria also may be established at
such levels and on such terms as the Administrator may determine, in its discretion, including but not limited to on an absolute
basis, in relation to performance in a prior performance period, relative to one or more peer group companies or indices, on a
per share and/or share per capita basis, on a pre-tax or after tax basis and/or any combination thereof.


 


(jj)          Performance
Share means an Award granted under Section 10, in an amount determined by the Administrator and specified in an Award Agreement,
stated with reference to a specified number of shares of Common Stock, that entitles the holder to receive shares of Common Stock,
a cash payment or a combination of Common Stock and cash (as determined by the Administrator), subject to the terms of the Plan
and the terms and conditions established by the Administrator.


 


(kk)        Performance
Unit means an Award granted under Section 10, in an amount determined by the Administrator and specified in an Award Agreement,
that entitles the holder to receive shares of Common Stock, a cash payment or a combination of Common Stock and cash (as determined
by the Administrator), subject to the terms of the Plan and the terms and conditions established by the Administrator.


 


(ll)          Phantom
Stock Award means an Award granted under Section 11, entitling a Participant to a payment in cash, shares of Common Stock
or a combination of cash and Common Stock (as determined by the Administrator) following the completion of the applicable vesting
period and compliance with the terms of the Plan and other terms and conditions established by the Administrator. The unit value
of a Phantom Stock Award shall be based on the Fair Market Value of a share of Common Stock.


 


(mm)      Plan means the Akoustis Technologies, Inc. 2016 Stock Incentive Plan, as it may be amended and/or restated.


 


(nn)       Prior
Plan or means the Akoustis Technologies, Inc. 2015 Equity Inventive Plan, as it may be amended and/or restated.


 


(oo)       Restricted
Award means a Restricted Stock Award, a Restricted Stock Unit Award and/or a Deferred Stock Unit, as provided in Section.


 


(pp)       Restricted
Stock Award means an Award of shares of Common Stock granted to a Participant under Section 9. Shares of Common Stock subject
to a Restricted Stock Award shall cease to be restricted when, in accordance with the terms of the Plan and the terms and conditions
established by the Administrator, the shares vest and become transferable and free of substantial risks of forfeiture.


 




    	 	5	 



     


    

 


(qq)       Restricted
Stock Unit means an Award granted to a Participant pursuant to Section 9 which is settled, if at all, (i) by the delivery
of one share of Common Stock for each Restricted Stock Unit, (ii) in cash in an amount equal to the Fair Market Value of one share
of Common Stock for each Restricted Stock Unit or (iii) in a combination of cash and shares equal to the Fair Market Value of
one share of Common Stock for each Restricted Stock Unit, as determined by the Administrator. A Restricted Stock Unit represents
the unfunded promise of the Company to deliver shares of Common Stock, cash or a combination thereof, as applicable, at the end
of the applicable restriction period if and only to the extent the Award vests and ceases to be subject to forfeiture, subject
to compliance with the terms of the Plan and Award Agreement and any performance or other terms and conditions established by
the Administrator.


 


(rr)         Retirement
shall, unless otherwise provided in an Award Agreement or determined by the Administrator (taking into account any Code
Section 409A considerations), as applied to any Participant, have the meaning given in any employment agreement, change in
control agreement, consulting agreement or other similar agreement, if any, to which the Participant is a party, or, if there
is no such agreement (or if such agreement does not define “Retirement”), then “Retirement” shall,
unless the Administrator determines otherwise, mean retirement in accordance with the retirement policies and procedures
established by the Company. The Administrator shall have authority to determine if a Retirement has occurred.


 


(ss)        SAR
or Stock Appreciation Right means a stock appreciation right granted under Section 8 entitling the Participant
to receive, with respect to each share of Common Stock encompassed by the exercise of such SAR, the excess, if any, of the Fair
Market Value on the date of exercise over the Exercise Price, subject to the terms of the Plan and Award Agreement and any other
terms and conditions established by the Administrator. References to “SARs” include both Related SARs and Freestanding
SARs, unless the context requires otherwise.


 


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


 


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


 


(vv)       Termination
Date means the date of termination of a Participant’s employment or service for any reason, as determined by the Administrator
(taking into account any Code Section 409A considerations).


 


		4.	Administration of the Plan



 


(a)          The
Plan shall be administered by the Board or, upon its delegation, by the Committee (or a subcommittee thereof). To the extent required
under Rule 16b-3 adopted under the Exchange Act, the Committee shall be comprised solely of two or more “non-employee directors,”
as such term is defined in Rule 16b-3, or as may otherwise be permitted under Rule 16b-3. Further, to the extent required by Code
Section 162(m), the Plan shall be administered by a committee comprised of two or more “outside directors”
(as such term is defined in Code Section 162(m)) or as may otherwise be permitted
under Code Section 162(m). In addition, Committee members shall qualify as “independent
directors” under applicable stock exchange rules if and to the extent required.


 


(b)         Subject
to the provisions of the Plan, the Administrator shall have full and final authority in its discretion to take any action with
respect to the Plan including, without limitation, the authority to (i) determine all matters relating to Awards, including selection
of individuals to be granted Awards, the types of Awards, the number of shares of Common Stock, if any, subject to an Award, and
all terms, conditions, restrictions and limitations of an Award; (ii) prescribe the form or forms of Award Agreements evidencing
any Awards granted under the Plan; (iii) establish, amend and rescind rules and regulations for the administration of the Plan;
(iv) correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award or Award Agreement; and
(v) construe and interpret the Plan, Awards and Award Agreements, interpret rules and regulations for administering the Plan and
make all other determinations deemed necessary or advisable for administering the Plan.
In addition, (i) the Administrator shall have the authority, subject to the restrictions contained in Section 4(c) herein,
to accelerate the date that any Award which was not otherwise exercisable, vested or earned shall become exercisable, vested or
earned in whole or in part without any obligation to accelerate such date with respect to any other Award granted to any recipient;
and (ii) the Administrator may in its sole discretion modify or extend the terms and conditions for exercise, vesting or
earning of an Award (in each case, taking into account any Code Section 409A considerations).
The Administrator’s authority to grant Awards and authorize payments under the Plan shall not in any way restrict the authority
of the Company to grant compensation to Employees, Directors or Consultants under any other compensation plan, program or arrangement
of the Company or an Affiliate. In addition, the Administrator shall have the authority and discretion to establish terms and
conditions of Awards (including but not limited to the establishment of subplans) or other arrangements as the Administrator determines
to be necessary or appropriate to conform to the applicable requirements or practices of jurisdictions outside of the United States.
In addition to action by meeting in accordance with Applicable Law, any action of the Administrator with respect to the Plan may
be taken by a written instrument signed by all of the members of the Board or Committee, as appropriate, and any such action so
taken by written consent shall be as fully effective as if it had been taken by a majority of the members at a meeting duly held
and called. All determinations of the Administrator with respect to the Plan and any Award or Award Agreement will be final and
binding on the Company and all persons having or claiming an interest in any Award granted under the Plan.


 




    	 	6	 



     


    

 


(c)         Notwithstanding
the provisions of Section 4(b), Awards granted to a Participant under the Plan shall be subject to a minimum vesting period of
one year; provided, however, that (i) the Administrator may provide for acceleration of vesting of all or a portion of an Award
in the event of a Participant's death, Disability or Retirement, or (to the extent provided pursuant to Section 15 herein) upon
the occurrence of a Change of Control of the Company; (ii) the Administrator may provide for the grant of an Award to any Participant
without a minimum vesting period or may accelerate the vesting of all or a portion of an Award for any reason, but only with respect
to Awards for no more than an aggregate of five percent (5%) of the total number of shares of Common Stock authorized for issuance
under the Plan pursuant to Section 5(a) herein, upon such terms and conditions as the Administrator shall determine; and (iii)
the Administrator also may provide for the grant of Awards to Participants that have different vesting terms in the case of Awards
that are substituted for other equity awards in connection with mergers, consolidations or other similar transactions, Awards
that are granted as an inducement to be employed by the Company or an Affiliate or to replace forfeited awards from a former employer,
or Awards that are granted in exchange for foregone cash compensation.


 


(d)         The
Administrator may adjust or modify Performance Measures or other performance factors or terms or conditions of Awards due to extraordinary
items, transactions, events or developments, or in recognition of any other unusual or infrequent events affecting the Company
or the financial statements of the Company, or in response to changes in Applicable Law, accounting principles or business conditions,
in each case as determined by the Administrator (provided that any adjustment or modification involving Covered Employees for
compensation that is intended to qualify as “performance-based compensation” under Code Section 162(m) shall be made
in an objectively determinable manner and shall be subject to any applicable Code Section 162(m) restrictions). By way of example
but not limitation, the Administrator may provide with respect to any Award that any evaluation of performance shall exclude or
otherwise adjust for any specified circumstance or event that occurs during a performance period, including but not limited to
circumstances or events such as the following: currency fluctuations; discontinued operations; non-cash items, such as amortization,
depreciation or reserves; asset impairment; significant litigation or claim judgments or settlements; changes in accounting standards;
any recapitalization, restructuring, reorganization, merger, acquisition, divestiture, consolidation, spin-off, split-up, combination,
liquidation, dissolution, sale of assets or other similar corporate transaction or event and/or any other specific unusual or
infrequent events or objectively determinable category thereof.


 


(e)         Notwithstanding
the other provisions of Section 4, the Board may delegate to one or more officers of the Company or a special committee consisting
of one or more directors who are also officers of the Company the authority, within specified parameters, to grant Awards to eligible
Participants, and to make any or all of the determinations reserved for the Administrator in the Plan and summarized in Section
4(b) with respect to such Awards (subject to any restrictions imposed by Applicable Law and such terms and conditions as may be
established by the Administrator); provided, however, that, if and to the extent required by Section 16 of the Exchange Act or
Code Section 162(m), the Participant, at the time of said grant or other determination, (i) is not deemed to be an officer or
director of the Company within the meaning of Section 16 of the Exchange Act; and (ii) is not deemed to be a Covered Employee
as defined under Code Section 162(m). To the extent that the Administrator has delegated authority to grant Awards pursuant to
this Section 4(e) to an officer(s) and/or a special committee, references to the “Administrator” shall include references
to such officer(s) and/or special committee, subject, however, to the requirements of the Plan, Rule 16b-3, Code Section 162(m)
and other Applicable Law.


 


		5.	Shares of Stock Subject to the
Plan; Award Limitations



 


(a)          Shares
of Stock Subject to the Plan: Subject to adjustments as provided in this Section 5, the maximum aggregate number of shares
of Common Stock that may be issued pursuant to Awards granted under the Plan shall not exceed 3,000,000
shares, plus any shares subject to an award granted under the Prior Plan, which Prior Plan award is at any time forfeited,
cancelled, terminated, expires or lapses for any reason without the issuance of shares or pursuant to which such shares are forfeited
or reacquired by the Company. Shares delivered under the Plan shall be authorized but unissued shares, treasury shares or shares
purchased on the open market or by private purchase. The Company hereby reserves sufficient authorized shares of Common Stock
to meet the grant of Awards hereunder.


 




    	 	7	 



     


    

 


(b)         Award
Limitations: Notwithstanding any provision in the Plan to the contrary, the following limitations shall apply to Awards granted
under the Plan, in each case subject to adjustments pursuant to Section 5(d):


 


(i)          The
maximum aggregate number of shares of Common Stock that may be issued under the Plan pursuant to the grant of Incentive Options
shall not exceed 3,000,000 shares of Common Stock. 


 


(ii)         In
any 12-month period, no Participant may be granted Options and SARs that are not related to an Option for more than 500,000
shares of Common Stock (or the equivalent value thereof based on the Fair Market Value per share of the Common Stock on
the date of grant of such an Award). 


 


(iii)        In
any 12-month period, no Participant may be granted Awards other than Options
or SARs for more than 500,000 shares of Common Stock (or the equivalent
value thereof based on the Fair Market Value per share of the Common Stock on the date of grant of such an Award). 


 


(iv)        Notwithstanding
the provisions of Sections 5(b)(ii) and (iii) herein, with respect to non-employee Directors, in any 12-month period, no such
non-employee Director may be granted Awards for more than 200,000
shares of Common Stock (or the equivalent value thereof based on the Fair Market Value per share of Common Stock on the date of
grant of such an Award), provided, however, that any Director cash retainer fees or other fees that are settled in shares of Common
Stock shall not be subject to this limitation. 


 


(For
purposes of Section 5(b)(ii), (iii) and (iv), an Option and Related SAR shall be treated as a single award.)


 


(c)          Additional
Share Counting Provisions. The following provisions shall apply with respect to the share limitations of Section 5(a):


 


(i)          For
purposes of determining the number of shares of Common Stock to be counted against the maximum share limit set forth in Section
5(a), each share of Common Stock subject to an Award shall be counted against the limit as one share. 


 


(ii)         To
the extent that an Award is canceled, terminates, expires, is forfeited or lapses for any reason, any such unissued or forfeited
shares subject to the Award will again be available for issuance pursuant to Awards granted under the Plan.


 


(iii)        Awards
settled in cash shall not be counted against the share limitations stated in Section 5(a) herein.


 


(iv)        Dividends,
including dividends paid in shares, or dividend equivalents paid in cash in connection with outstanding Awards, will not be counted
towards the share limitations in Section 5(a).


 


(v)         To
the extent that the full number of shares subject to an Award other than an Option or SAR is not issued for any reason, including
by reason of failure to achieve performance factors or criteria, only the number of shares issued and delivered shall be considered
for purposes of determining the number of shares remaining available for issuance pursuant to Awards granted under the Plan. 


 


(vi)        The
following shares of Common Stock may not again be made available for issuance as Awards under the Plan: (A) shares withheld from
an Award or delivered by a Participant to satisfy tax withholding requirements for Awards; (B) shares not issued or delivered
as a result of the net settlement of an outstanding Award; (C) shares withheld or delivered to pay the Exercise Price related
to an outstanding Award; and (D) shares repurchased on the open market with the proceeds of the Exercise Price.


 


(vii)       Further,
(A) shares issued under the Plan through the settlement, assumption or substitution of outstanding awards granted by another entity
or obligations to grant future awards as a condition of or in connection with a merger, acquisition or similar transaction involving
the Company acquiring another entity shall not reduce the maximum number of shares available for delivery under the Plan, and
(B) available shares under a stockholder approved plan of an acquired company (as appropriately adjusted to reflect the transaction)
may be used for Awards under the Plan and will not reduce the maximum number of shares available under the Plan, subject, in the
case of both (A) and (B) herein, to applicable stock exchange listing requirements. 


 




    	 	8	 



     


    

 


(d)          Adjustments;
Right to Issue Additional Securities: If there is any change in the outstanding shares of Common Stock because of a merger,
change in control, consolidation, recapitalization or reorganization involving the Company, or if the Board declares a stock dividend,
stock split distributable in shares of Common Stock or reverse stock split, other distribution (other than ordinary or regular
cash dividends) or combination or reclassification of the Common Stock, or if there is a similar change in the capital stock structure
of the Company affecting the Common Stock (excluding conversion of convertible securities by the Company and/or the exercise of
warrants by their holders), then the number and type of shares of Common Stock reserved for issuance under the Plan shall be correspondingly
adjusted, and the Administrator shall make such adjustments to Awards (such as the number and type of shares subject to an Award
and the Exercise Price of an Award) or to any provisions of this Plan as the Administrator deems equitable to prevent dilution
or enlargement of Awards or as may otherwise be advisable. Nothing in the Plan, an Award or an Award Agreement shall limit the
ability of the Company to issue additional securities of any type or class.


 


		6.	Eligibility



 


An
Award may be granted only to an individual who satisfies all of the following eligibility requirements on the date the Award is
granted:


 


(a)         The
individual is either (i) an Employee, (ii) a Director or (iii) a Consultant.


 


(b)         With
respect to the grant of Incentive Options, the individual is otherwise eligible to participate under this Section 6, is an Employee
of the Company or a Parent or Subsidiary and does not own, immediately before the time that the Incentive Option is granted, stock
possessing more than 10% of the total combined voting power of all classes of stock of the Company or a Parent or Subsidiary.
Notwithstanding the foregoing, an Employee who owns more than 10% of the total combined voting power of all classes of stock of
the Company or a Parent or Subsidiary may be granted an Incentive Option if the Exercise Price is at least 110% of the Fair Market
Value of the Common Stock, and the Option Period does not exceed five years. For this purpose, an individual will be deemed to
own stock which is attributable to him or her under Code Section 424(d).



 


(c)         With
respect to the grant of substitute awards or assumption of awards in connection with a merger, consolidation, acquisition, reorganization
or similar transaction involving the Company or an Affiliate, the recipient is otherwise eligible to receive the Award and the
terms of the award are consistent with the Plan and Applicable Law.


 


(d)         The
individual, being otherwise eligible under this Section 6, is selected by the Administrator as an individual to whom an Award
shall be granted (as defined above, a “Participant”).


 


7.          Options


 


(a)         Grant
of Options: Subject to the terms of the Plan, the Administrator may in its discretion grant Options to such eligible Participants
in such numbers, subject to such terms and conditions, and at such times as the Administrator shall determine. Both Incentive
Options and Nonqualified Options may be granted under the Plan, as determined by the Administrator; provided, however, that Incentive
Options may only be granted to Employees of the Company or a Parent or Subsidiary. To the extent that an Option is designated
as an Incentive Option but does not qualify as such under Code Section 422,
the Option (or portion thereof) shall be treated as a Nonqualified Option. An
Option may be granted with or without a Related SAR.


 


(b)         Exercise
Price: The Exercise Price per share at which an Option may be exercised shall be established by the Administrator and stated
in the Award Agreement evidencing the grant of the Option; provided, that (i) the Exercise Price of an Option shall be no less
than 100% of the Fair Market Value per share of the Common Stock as determined on the date the Option is granted (or 110% of the
Fair Market Value with respect to Incentive Options granted to an Employee who owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or a Parent or Subsidiary, as provided in Section 6(b)); and (ii)
in no event shall the Exercise Price per share of any Option be less than the par value per share of the Common Stock. Notwithstanding
the foregoing, the Administrator may in its discretion authorize the grant of substitute or assumed options of an acquired entity
with an Exercise Price not equal to 100% of the Fair Market Value of the stock on the date of grant, if the
terms of such substitution or assumption otherwise comply, to the extent deemed
applicable, with Code Section 409A and/or Code Section 424(a).


 




    	 	9	 



     


    

 


(c)          Date
of Grant: An Option shall be considered to be granted on the date that the Administrator acts to grant the Option, or on such
later date as may be established by the Administrator in accordance with Applicable Law.


 


(d)         Option
Period and Limitations on the Right to Exercise Options:


 


(i)          The
Option Period shall be determined by the Administrator at the time the Option is granted and shall be stated in the Award Agreement.
The Option Period shall not extend more than 10 years from the date on which the Option is granted (or five years with respect
to Incentive Options granted to an Employee who owns stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or a Parent or Subsidiary, as provided in Section 6(b)). Any Option or portion thereof not exercised
before expiration of the Option Period shall terminate. The period or periods during which, and the terms and conditions pursuant
to which, an Option may vest and become exercisable shall be determined by the
Administrator in its discretion, subject to the terms of the Plan (including but not limited to the provisions of Section 4(c)
herein).


 


(ii)         An
Option may be exercised by giving written notice to the Company in form acceptable to the Administrator at such place and subject
to such conditions as may be established by the Administrator or its designee. Such notice shall specify the number of shares
to be purchased pursuant to an Option and the aggregate purchase price to be paid therefor and shall be accompanied by payment
of such purchase price. Unless an Award Agreement provides otherwise, such payment shall be in the form of cash or cash equivalent;
provided that, except where prohibited by the Administrator or Applicable Law (and subject to such terms and conditions as may
be established by the Administrator), payment may also be made:


 


(A)         By
delivery (by either actual delivery or attestation) of shares of Common Stock owned by the Participant for such time period, if
any, as may be determined by the Administrator;


 


(B)         By
shares of Common Stock withheld upon exercise;


 


(C)         So
long as a Public Market exists at the time of exercise of the Option, by delivery of written notice of exercise to the Company
and delivery to a broker of written notice of exercise and irrevocable instructions to promptly deliver to the Company the amount
of sale or loan proceeds to pay the Exercise Price;


 


(D)         By
such other payment methods as may be approved by the Administrator and which are acceptable under Applicable Law; and/or


 


(E)         By
any combination of the foregoing methods. 


 


Shares
delivered or withheld in payment on the exercise of an Option shall be valued at their Fair Market Value on the date of exercise,
as determined by the Administrator or its designee. For the purposes of the Plan, a “Public Market” for the
Common Stock shall be deemed to exist (A) upon consummation of a firm commitment underwritten public offering of the Common Stock
(or successor securities thereto) pursuant to an effective registration statement under the Securities Act or (B) if the Administrator
otherwise determines that there is an established public market for the Common Stock.


 


(iii)        The
Administrator shall determine the extent, if any, to which a Participant may have the right to exercise an Option following termination
of the Participant’s employment or service with the Company. Such rights, if any, shall be subject to the sole discretion
of the Administrator, shall be stated in the individual Award Agreement, need not be uniform among all Options issued pursuant
to this Section 7, and may reflect distinctions based on the reasons for termination of employment or service. 


 


(e)          Notice
of Disposition: If shares of Common Stock acquired upon exercise of an Incentive Option are disposed of within two years following
the date of grant or one year following the transfer of such shares to a Participant upon exercise, the Participant shall, promptly
following such disposition, notify the Company in writing of the date and terms of such disposition and provide such other information
regarding the disposition as the Administrator may reasonably require.


 




    	 	10	 



     


    

 


(f)          Limitation
on Incentive Options: In no event shall there first become exercisable by an Employee in any one calendar year Incentive Options
granted by the Company or any Parent or Subsidiary with respect to shares having an aggregate Fair Market Value (determined at
the time an Incentive Option is granted) greater than $100,000; provided that, if such limit is exceeded, then the first $100,000
of shares to become exercisable in such calendar year will be Incentive Options and the Options (or portion thereof) for shares
with a value in excess of $100,000 that first became exercisable in that calendar year will be Nonqualified Options.


 


		8.	Stock Appreciation Rights



 


(a)         Grant
of SARs: Subject to the terms of the Plan, the Administrator may in its discretion grant SARs to such eligible Participants,
in such numbers, upon such terms and at such times as the Administrator shall determine. SARs may be granted to the holder of
an Option (a “Related Option”) with respect to all or a portion of the shares of Common Stock subject to the
Related Option (a “Related SAR”) or may be granted separately to an eligible individual (a “Freestanding
SAR”). The Exercise Price per share of a SAR shall be no less than 100% of the Fair Market Value per share of the Common
Stock on the date the SAR is granted. Notwithstanding the foregoing, the Administrator
may in its discretion authorize the grant of substitute or assumed SARs of an acquired entity with an Exercise Price per share
not equal to at least 100% of the Fair Market Value of the stock on the date of grant, if the terms of such substitution or assumption
otherwise comply, to the extent deemed applicable, with Code Section 409A and/or Code Section 424(a). A SAR shall be considered
to be granted on the date that the Administrator acts to grant the SAR, or on such other date as may be established by the Administrator
in accordance with Applicable Law.


 


(b)         Related
SARs: A Related SAR may be granted either concurrently with the grant of the Related Option or (if the Related Option is a
Nonqualified Option) at any time thereafter prior to the complete exercise, termination, expiration or cancellation of such Related
Option. The Exercise Price of a Related SAR shall be equal to the Exercise Price of the Related Option. Related SARs shall be
exercisable only at the time and to the extent that the Related Option is exercisable (and may be subject to such additional limitations
on exercisability as the Administrator may provide in an Award Agreement), and
in no event after the complete termination or full exercise of the Related Option. Notwithstanding the foregoing, a Related SAR
that is related to an Incentive Option may be exercised only to the extent that the Related Option is exercisable and only when
the Fair Market Value exceeds the Exercise Price of the Related Option. Upon the exercise of a Related SAR granted in connection
with a Related Option, the Option shall be canceled to the extent of the number of shares as to which the SAR is exercised, and
upon the exercise of a Related Option, the Related SAR shall be canceled to the extent of the number of shares as to which the
Related Option is exercised or surrendered.


 


(c)          Freestanding
SARs: A SAR may be granted without relationship to an Option (as defined above, a “Freestanding SAR”) and,
in such case, will be exercisable upon such terms and subject to such conditions as may be determined by the Administrator, subject
to the terms of the Plan.


 


(d)         Exercise
of SARs:


 


(i)          Subject
to the terms of the Plan (including but not limited to Section 4(c) herein), SARs shall be vested
and exercisable in whole or in part upon such terms and conditions as may be established by the Administrator. The period
during which a SAR may be exercisable shall not exceed 10 years from the date of grant or, in the case of Related SARs, such shorter
Option Period as may apply to the Related Option. Any SAR or portion thereof not exercised before expiration of the period established
by the Administrator shall terminate. 


 


(ii)         SARs
may be exercised by giving written notice to the Company in form acceptable to the Administrator at such place and subject to
such terms and conditions as may be established by the Administrator or its designee. Unless the Administrator determines otherwise,
the date of exercise of a SAR shall mean the date on which the Company shall have received proper notice from the Participant
of the exercise of such SAR.


 


(iii)        The
Administrator shall determine the extent, if any, to which a Participant may have the right to exercise a SAR following termination
of the Participant’s employment or service with the Company. Such rights, if any, shall be determined in the sole discretion
of the Administrator, shall be stated in the individual Award Agreement, need not be uniform among all SARs issued pursuant to
this Section 8 and may reflect distinctions based on the reasons for termination of employment or service. 


 




    	 	11	 



     


    

 


(e)          Payment
Upon Exercise: Subject to the terms of the Plan, upon the exercise of a SAR, a Participant shall be entitled to receive payment
from the Company in an amount determined by multiplying (i) the excess, if any, of the Fair Market Value of a share of Common
Stock on the date of exercise of the SAR over the Exercise Price of the SAR, by (ii) the number of shares of Common Stock with
respect to which the SAR is being exercised. The consideration payable upon exercise of a SAR shall be paid in cash, shares of
Common Stock (valued at Fair Market Value on the date of exercise of the SAR) or a combination of cash and shares of Common Stock,
as determined by the Administrator.


 


		9.	Restricted Awards



 


(a)         Grant
of Restricted Awards: Subject to the terms of the Plan, the Administrator may in its discretion grant Restricted Awards to
such Participants, for such numbers
of shares of Common Stock, upon such terms and at such times as the Administrator shall determine. Such Restricted Awards
may be in the form of Restricted Stock Awards, Restricted Stock Units and/or Deferred Stock Units that are subject to certain
conditions, which conditions must be met in order for the Restricted Award to vest and be earned (in whole or in part) and no
longer subject to forfeiture. Restricted Stock Awards shall be payable in shares of Common Stock. Restricted Stock Units and Deferred
Stock Units shall be payable in cash or shares of Common Stock, or partly in cash and partly in shares of Common Stock, in accordance
with the terms of the Plan and the discretion of the Administrator. Subject to the provisions of Section 4(c) herein, the
Administrator shall determine the nature, length and starting date of the period, if any, during which a Restricted Award may
vest and be earned (the “Restriction Period”), and shall determine the conditions which must be met in order
for a Restricted Award to be granted, vested, earned and/or distributable (in whole or in part), which conditions may include,
but are not limited to, payment of a stipulated purchase price, attainment of performance objectives, continued service or employment
for a certain period of time, a combination of attainment of performance objectives and continued service, Retirement, Disability,
death or other termination of employment or service or a combination of such or other conditions. In the case of Restricted Awards
based in whole or in part upon performance factors or criteria, the Administrator shall determine the Performance Measures applicable
to such Restricted Awards (subject to Section 3(ii)).


 


(b)         Vesting
of Restricted Awards: Subject to the terms of the Plan (and taking into account any Code Section 409A considerations), the
Administrator shall have sole authority to determine whether and to what degree Restricted Awards have vested and been earned
and are payable and to establish and interpret the terms and conditions of Restricted Awards.


 


(c)         Termination
of Employment or Service; Forfeiture: Unless the Administrator determines otherwise, if the employment or service of a Participant
shall be terminated for any reason (whether by the Company or the Participant and whether voluntary or involuntary) and all or
any part of a Restricted Award has not vested or been earned pursuant to the terms of the Plan and related Award Agreement, such
Award, to the extent not then vested or earned, shall be forfeited immediately upon such termination and the Participant shall
have no further rights with respect thereto.


 


(d)         Share
Certificates; Escrow: Unless the Administrator determines otherwise, a certificate or certificates representing the shares
of Common Stock subject to a Restricted Stock Award shall be issued in the name of the Participant (or, in the case of uncertificated
shares, other written evidence of ownership in accordance with Applicable Law shall be provided) after the Award has been granted.
Notwithstanding the foregoing, the Administrator may require that (i) a Participant deliver the certificate(s) (or other instruments)
for such shares to the Administrator or its designee to be held in escrow until the Restricted Stock Award vests and is no longer
subject to a substantial risk of forfeiture (in which case the shares will be promptly released to the Participant) or is forfeited
(in which case the shares shall be returned to the Company); and/or (ii) a Participant deliver to the Company a stock power, endorsed
in blank (or similar instrument), relating to the shares subject to the Restricted Stock Award which are subject to forfeiture.
Unless the Administrator determines otherwise, a certificate or certificate representing shares of Common Stock issuable pursuant
to a Restricted Stock Unit or a Deferred Stock Unit shall be issued in the name of the Participant (or, in the case of uncertificated
shares, other written evidence of ownership in accordance with Applicable Law shall be provided) promptly after the Award (or
portion thereof) has vested and been earned and is distributable.


 




    	 	12	 



     


    

 


(e)          Deferred
Stock Units: A Deferred Stock Unit represents the unfunded promise of the Company to deliver shares of Common Stock, cash
or a combination thereof, as applicable, if and to the extent that the Award has vested and is eligible for distribution (including,
by way of example only, distribution upon termination of employment or service or upon a specified date or dates, and taking into
account any Code Section 409A considerations), subject to compliance with the terms of the Plan and Award Agreement and any other
terms and conditions established by the Administrator. A Deferred Stock Unit shall be settled, if at all, (i) by the delivery
of one share of Common Stock for each Deferred Stock Unit, (ii) in cash in an amount equal to the Fair Market Value of one share
of Common Stock for each Deferred Stock Unit or (iii) in a combination of cash and shares equal to the Fair Market Value of one
share of Common Stock for each Deferred Stock Unit, as determined by the Administrator.


 


		10.	Performance Awards



 


(a)          Grant
of Performance Awards: Subject to the terms of the Plan, the Administrator may in its discretion grant Performance Awards
to such eligible Participants upon such terms and conditions and at such times as the Administrator shall determine. Performance
Awards may be in the form of Performance Shares and/or Performance Units. Subject to Section 5(b), the Administrator shall have
discretion to determine the number of Performance Units and/or Performance Shares granted to any Participant. Subject to the provisions
of Section 4(c) herein, the Administrator shall determine the nature, length and starting date of the period during which a Performance
Award may be earned (the “Performance Period”), and shall determine the conditions which must be met in order
for a Performance Award to be granted or to vest or be earned (in whole or in part), which conditions may include but are not
limited to payment of a stipulated purchase price, attainment of performance objectives, continued service or employment for a
certain period of time, a combination of such conditions or other conditions. Subject to Section 3(ii), the Administrator shall
determine the Performance Measures applicable to such Performance Awards.


 


(b)         Earning
of Performance Awards: Subject to the terms of the Plan (and taking into account any Code Section 409A considerations), the
Administrator shall have sole authority to determine whether and to what degree Performance Awards have been earned and are payable
and to interpret the terms and conditions of Performance Awards.


 


(c)          Form
of Payment: Payment of the amount to which a Participant shall be entitled upon earning a Performance Award shall be made
in cash, shares of Common Stock or a combination of cash and shares of Common Stock, as determined by the Administrator in its
sole discretion. Payment may be made in a lump sum or upon such terms as may be established by the Administrator (taking into
account any Code Section 409A considerations).


 


(d)         Termination
of Employment or Service; Forfeiture: Unless the Administrator determines otherwise (taking into account any Code Section
409A considerations), if the employment or service of a Participant shall terminate for any reason (whether by the Company or
the Participant and whether voluntary or involuntary) and the Participant has not earned all or part of a Performance Award pursuant
to the terms of the Plan and related Award Agreement, such Award, to the extent not then earned, shall be forfeited immediately
upon such termination and the Participant shall have no further rights with respect thereto.


 


		11.	Phantom Stock Awards



 


(a)          Grant
of Phantom Stock Awards: Subject to the terms of the Plan (including but not limited to Section 4(c) herein), the Administrator
may in its discretion grant Phantom Stock Awards to such eligible Participants, in such numbers, upon such terms and at such times
as the Administrator shall determine. A Phantom Stock Award is an Award to a Participant of a number of hypothetical share units
with respect to shares of Common Stock, with a value based on the Fair Market Value of a share of Common Stock.


 


(b)         Vesting
of Phantom Stock Awards: Subject to the terms of the Plan (and taking into account any Code Section 409A considerations),
the Administrator shall have sole authority to determine whether and to what degree Phantom Stock Awards have vested, been earned
and are payable and to interpret the terms and conditions of Phantom Stock Awards.


 


(c)         Termination
of Employment or Service; Forfeiture: Unless the Administrator determines otherwise (taking into account any Code Section
409A considerations), if the employment or service of a Participant shall be terminated for any reason (whether by the Company
or the Participant and whether voluntary or involuntary) and all or any part of a Phantom Stock Award has not vested and become
payable pursuant to the terms of the Plan and related Award Agreement, such Award, to the extent not then vested and earned, shall
be forfeited immediately upon such termination and the Participant shall have no further rights with respect thereto.


 




    	 	13	 



     


    

 


(d)          Payment
of Phantom Stock Awards: Upon vesting of all or a part of a Phantom Stock Award and satisfaction of such other terms and conditions
as may be established by the Administrator, the Participant shall be entitled to a payment of an amount equal to the Fair Market
Value of one share of Common Stock with respect to each such Phantom Stock unit which has vested, been earned
and is payable. Payment may be made, in the discretion of the Administrator, in cash or in shares of Common Stock valued
at their Fair Market Value on the applicable vesting date or dates (or other date or dates determined by the Administrator), or
in a combination thereof. Payment may be made in a lump sum or upon such terms as may be established by the Administrator (taking
into account any Code Section 409A considerations).


 


		12.	Other Stock-Based Awards



 


The
Administrator shall have the authority to grant Other Stock-Based Awards to eligible Participants. Such Other Stock-Based Awards
may be valued in whole or in part by reference to, or otherwise based on or related to, shares of Common Stock or Awards for shares
of Common Stock, including but not limited to Other Stock-Based Awards granted in lieu of bonus, salary or other compensation,
Other Stock-Based Awards granted with vesting or performance conditions and/or Other Stock-Based Awards granted without being
subject to vesting or performance conditions (subject to the terms of Section 4(c) herein). Subject to the provisions of the Plan,
the Administrator shall determine the number of shares of Common Stock to be awarded to a Participant under (or otherwise related
to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in cash, shares of Common Stock, other
securities or any other form of property as the Administrator may determine, or a combination of such forms of consideration;
and the other terms and conditions of such Awards.


 


		13.	Cash Bonus Awards



 


The
Administrator may, in its discretion, grant Cash Bonus Awards under the Plan to eligible Participants. Cash Bonus Awards shall
be subject to performance conditions as described in Section 3(ii) above and, to the extent such Cash Bonus Awards are granted
to Covered Employees and intended to qualify as “performance-based compensation” under Code Section 162(m), shall
be subject to the requirements of Code Section 162(m), if and to the extent applicable, including without limitation, the establishment
of Performance Measures and certification of performance by the Administrator as provided in Section 3(ii) and Section 21(c).
The Administrator also shall have authority to modify, reduce or eliminate any Cash Bonus Award. In addition, if and to the extent
required under Code Section 162(m), the aggregate amount of compensation granted to any one Participant in any 12-month period
in respect of all Cash Bonus Awards granted under the Plan and payable only in cash (and exclusive of Restricted Stock Unit Awards,
Phantom Stock Awards, SARs or other equity-based Awards settled in cash, which are subject to the Award limitations stated in
Section 5(b) herein) shall not exceed $1,000,000.


 


		14.	Dividends and Dividend Equivalent
Rights



 


The
Administrator may, in its sole discretion, provide that Awards other than Options and SARs may earn dividends or dividend equivalent
rights (or “dividend equivalents”); provided, however, that dividends and dividend equivalents, if any, on
unearned or unvested performance-based Awards shall not be paid (even if accrued) unless and until the underlying Award (or portion
thereof) has vested and/or been earned. Such dividends or dividend equivalents may be paid currently or may be credited to a Participant’s
account. Any crediting of dividends or dividend equivalents may be subject to such additional restrictions and conditions as the
Administrator may establish, including reinvestment in additional shares of Common Stock or share equivalents. Notwithstanding
the other provisions herein, any dividends or dividend equivalents related to an Award shall be structured in a manner so as to
avoid causing the Award and related dividends or dividend equivalents to be subject to Code Section 409A or shall otherwise be
structured so that the Award and dividends or dividend equivalents are in compliance with Code Section 409A.


 


		15.	Change of Control



 


Notwithstanding
any other provision in the Plan to the contrary, the following provisions shall apply in the event of a Change of Control (except
to the extent, if any, otherwise required under Code Section 409A):


 


(a)          To
the extent that the successor or surviving company in the Change of Control event does not assume or substitute for an Award (or
in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with
substantially equivalent economic benefits (as determined by the Administrator prior to the Change of Control) as Awards outstanding
under the Plan immediately prior to the Change of Control event, (i) all outstanding Options and SARs shall become fully vested
and exercisable, whether or not then otherwise vested and exercisable; and (ii) any restrictions, including but not limited to
the Restriction Period, Performance Period and/or performance factors or criteria applicable to any outstanding Awards other than
Options or SARs shall be deemed to have been met, and such Awards shall become fully vested, earned and payable to the fullest
extent of the original grant of the applicable Award (or, in the case of performance-based Awards the earning of which is based
on attaining a target level of performance, such Awards shall be deemed earned at the greater of actual performance or target
performance).


 




    	 	14	 



     


    

 


(b)          Further,
in the event that an Award is substituted, assumed or continued as provided in Section 15(a) herein, the Award will nonetheless
become vested (and, in the case of Options and SARs, exercisable) in full and any restrictions, including but not limited to the
Restriction Period, Performance Period and/or performance factors or criteria applicable to any outstanding Award shall be deemed
to have been met, and such Awards shall become fully vested, earned and payable to the fullest extent of the original award (or,
in the case of performance-based Awards the earning of which is based on attaining a target level of performance, such Awards
shall be deemed earned at the greater of actual performance or target performance), if the employment or service of the Participant
is terminated within two years after the effective date of a Change of Control if such termination of employment or service (i)
is by the Company not for Cause or (ii) is by the Participant for Good Reason. For clarification, for the purposes of this Section
15, the “Company” shall include any successor to the Company.  


 


(c)          Notwithstanding
any other provision of the Plan to the contrary, in the event that a Participant has entered into an employment agreement, consulting
agreement or other similar agreement, plan or policy as of the Effective Date of the Plan, the Participant shall be entitled to
the greater of the benefits provided upon a change of control of the Company under the Plan or the respective employment agreement
or other arrangement as in effect on the Plan Effective Date, and such agreement or arrangement shall not be construed to reduce
in any way the benefits otherwise provided to a Participant upon a Change of Control as defined in the Plan.


 


		16.	Nontransferability of Awards



 


Incentive
Options shall not be transferable (including by sale, assignment, pledge or hypothecation) other than transfers by will or the
laws of intestate succession or, in the Administrator’s discretion, such transfers as may otherwise be permitted in accordance
with Treasury Regulation Section 1.421-1(b)(2) or Treasury Regulation Section 1.421-2(c). Awards other than Incentive Options
shall not be transferable (including by sale, assignment, pledge or hypothecation) other than by will or the laws of intestate
succession, except for transfers if and to the extent permitted by the Administrator in a manner consistent with the registration
provisions of the Securities Act. Except as may be permitted by the preceding, an Option or SAR shall be exercisable during the
Participant’s lifetime only by him or her or by his or her guardian or legal representative. The designation of a beneficiary
in accordance with the Plan does not constitute a transfer.


 


		17.	Withholding



 


The
Company shall withhold all required local, state, federal, foreign and other taxes and any other amount required to be withheld
by any governmental authority or law from any amount payable in cash with respect to an Award. Prior to the delivery or transfer
of any certificate for shares or any other benefit conferred under the Plan, the Company shall require any Participant or other
person to pay to the Company in cash the amount of any tax or other amount required by any governmental authority to be withheld
and paid over by the Company to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator
may in its discretion establish procedures to require or permit a recipient to satisfy such obligations in whole or in part, and
any local, state, federal, foreign or other income tax obligations relating to such an Award, by delivery to the Company of shares
of Common Stock held by the Participant (which are fully vested and not subject to any pledge or other security interest) and/or
by the Company withholding shares of Common Stock from the shares to which the recipient is otherwise entitled. The number of
shares to be withheld or delivered shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined
as nearly equal as possible to, but not exceeding (unless otherwise permitted by the Administrator in a manner in accordance with
Applicable Law and applicable accounting principles), the amount of such obligations being satisfied. Such withholding obligations
shall be subject to such terms and procedures as may be established by the Administrator. The Participant shall remain responsible
at all times for paying any federal, state, foreign and/or local income or employment tax due with respect to any Award, and the
Company shall not be liable for any interest or penalty that a Participant incurs by failing to make timely payments of tax or
otherwise.


 




    	 	15	 



     


    

 


		18.	Amendment and Termination of
the Plan and Awards



 


(a)         Amendment
and Termination of Plan; Prohibition on Repricing: The Plan may be amended, altered, suspended and/or terminated at any time
by the Board; provided, that (i) approval of an amendment to the Plan by the stockholders of the Company shall be required to
the extent, if any, that stockholder approval of such amendment is required by Applicable Law; and (ii) except for adjustments
made pursuant to Section 5(d), the Company may not, without obtaining stockholder approval, (A) amend the terms of outstanding
Options or SARs to reduce the Exercise Price of such outstanding Options or SARs; (B) exchange outstanding Options or SARs for
cash, for Options or SARs with an Exercise Price that is less than the Exercise Price of the original Option or SAR, or for other
equity awards at a time when the original Option or SAR has an Exercise Price above the Fair Market Value of the Common Stock;
or (C) take other action with respect to Options or SARs that would be treated as a repricing under the rules of the principal
stock exchange on which shares of the Common Stock are listed.


 


(b)          Amendment
and Termination of Awards: The Administrator may (subject to Section 18(a)(ii) herein) amend, alter, suspend and/or terminate
any Award granted under the Plan, prospectively or retroactively, but (except as otherwise provided in Section 18(c)) such amendment,
alteration, suspension or termination of an Award shall not, without the written consent of a Participant with respect to an outstanding
Award, materially adversely affect the rights of the Participant with respect to the Award.


 


(c)          Amendments
to Comply with Applicable Law: Notwithstanding Section 18(a) and Section 18(b) herein, the following provisions shall apply:



 


(i)          The
Administrator shall have unilateral authority to amend the Plan and any Award (without Participant consent) to the extent necessary
to comply with Applicable Law or changes to Applicable Law (including but in no way limited to Code Section 409A, Code Section
422 and federal securities laws).


 


(ii)         The
Administrator shall have unilateral authority to make adjustments to the terms and conditions of Awards in recognition of unusual
or nonrecurring events affecting the Company or any Affiliate, or the financial statements of the Company or any Affiliate, or
of changes in Applicable Law, or accounting principles, if the Administrator determines that such adjustments are appropriate
in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan
or necessary or appropriate to comply with applicable accounting principles or Applicable Law.


 


		19.	Restrictions on Awards and Shares;
Compliance with Applicable Law



 


(a)          General.
As a condition to the issuance and delivery of Common Stock hereunder, or the grant of any benefit pursuant to the Plan, the Company
may require a Participant or other person at any time and from time to time to become a party to an Award Agreement, other agreement(s)
restricting the transfer, purchase, repurchase and/or voting of shares of Common Stock of the Company, and any employment, consulting,
non-competition, confidentiality, non-solicitation, non-disparagement or other agreements or provisions imposing such restrictions
as may be required by the Company. In addition, without in any way limiting the effect of the foregoing, each Participant or other
holder of shares issued under the Plan shall be permitted to transfer such shares only if such transfer is in accordance with
the Plan, the Award Agreement, any other applicable agreements and Applicable Law. The acquisition of shares of Common Stock under
the Plan by a Participant or any other holder of shares shall be subject to, and conditioned upon, the agreement of the Participant
or other holder of such shares to the restrictions described in the Plan, the applicable Award Agreement, any other applicable
agreements and Applicable Law.


 


(b)          Compliance
with Applicable Laws, Rules and Regulations. The Company may impose such restrictions on Awards, shares of Common Stock and
any other benefits underlying Awards hereunder as it may deem advisable, including without limitation restrictions under the federal
securities laws, the requirements of any stock exchange or similar organization and any blue sky, state or foreign securities
or other laws applicable to such securities. Notwithstanding any other Plan provision to the contrary, the Company shall not be
obligated to issue, deliver or transfer shares of Common Stock under the Plan, make any other distribution of benefits under the
Plan, or take any other action, unless such delivery, distribution or action is in compliance with Applicable Law (including but
not limited to the requirements of the Securities Act). The Company will be under no obligation to register shares of Common Stock
or other securities with the Securities and Exchange Commission or to effect compliance with the exemption, registration, qualification
or listing requirements of any state securities laws, stock exchange or similar organization, and the Company will have no liability
for any inability or failure to do so. The Company may cause a restrictive legend or legends to be placed on any certificate issued
pursuant to an Award hereunder in such form as may be prescribed from time to time by Applicable Law or as may be advised by legal
counsel.


 




    	 	16	 



     


    

 


		20.	No Right or Obligation of Continued
Employment or Service or to Awards; Compliance with the Plan



 


Neither
the Plan, an Award, an Award Agreement nor any other action related to the Plan shall confer upon a Participant any right to continue
in the employ or service of the Company or an Affiliate as an Employee, Director or Consultant, or interfere in any way with the
right of the Company or an Affiliate to terminate the Participant’s employment or service at any time. Except as otherwise
provided in the Plan, an Award Agreement or as may be determined by the Administrator, all rights of a Participant with respect
to an Award shall terminate upon the termination of the Participant’s employment or service. In addition, no person shall
have any right to be granted an Award, and the Company shall have no obligation to treat Participants or Awards uniformly. By
participating in the Plan, each Participant shall be deemed to have accepted all of the conditions of the Plan and the terms and
conditions of any rules and regulations adopted by the Administrator and shall be fully bound thereby. Any Award granted hereunder
is not intended to be compensation of a continuing or recurring nature, or part of a Participant’s normal or expected compensation,
and in no way represents any portion of a Participant’s salary, compensation or other remuneration for purposes of pension
benefits, severance, redundancy, resignation or any other purpose.


 


		21.	General Provisions



 


(a)         Stockholder
Rights: Except as otherwise determined by the Administrator or provided in the Plan, a Participant and his or her legal representative,
legatees or distributees shall not be deemed to be the holder of any shares of Common Stock subject to an Award and shall not
have any rights of a stockholder unless and until certificates for such shares have been issued and delivered to him or her or
them under the Plan. A certificate or certificates for shares of Common Stock acquired upon exercise of an Option or SAR shall
be issued in the name of the Participant or his or her beneficiary and distributed to the Participant or his or her beneficiary
(or, in the case of uncertificated shares, other written notice of ownership in accordance with Applicable Law shall be provided)
as soon as practicable following receipt of notice of exercise and, with respect to Options, payment of the Exercise Price (except
as may otherwise be determined by the Company in the event of payment of the Exercise Price pursuant to Section 7(d)(ii)(C)).
Except as otherwise provided in Section 9(d) regarding Restricted Stock Awards or otherwise determined by the Administrator, a
certificate for any shares of Common Stock issuable pursuant to a Restricted Award, Performance Award, Phantom Stock Award or
Other Stock-Based Award shall be issued in the name of the Participant or his or her beneficiary and distributed to the Participant
or his or her beneficiary (or, in the case of uncertificated shares, other written notice of ownership in accordance with Applicable
Law shall be provided) after the Award (or portion thereof) has vested and been earned and is distributable.


 


(b)         Section
16(b) Compliance: To the extent that any Participants in the Plan are subject to Section 16(b) of the Exchange Act, it is
the general intention of the Company that transactions under the Plan shall comply with Rule 16b-3 under the Exchange Act and
that the Plan shall be construed in favor of such Plan transactions meeting the requirements of Rule 16b-3. Notwithstanding anything
in the Plan to the contrary, the Administrator, in its sole and absolute discretion, may bifurcate the Plan so as to restrict,
limit or condition the use of any provision of the Plan to Participants who are officers or directors subject to Section 16 of
the Exchange Act without so restricting, limiting or conditioning the Plan with respect to other Participants.


 


 


(c)          Code
Section 162(m) Performance-Based Compensation. To the extent to which Code Section 162(m) is applicable, the Company intends
that compensation payable under the Plan to Covered Employees may, to the extent practicable, constitute “qualified performance-based
compensation” within the meaning of Code Section 162(m), unless otherwise determined by the Administrator. Accordingly,
Awards granted to Covered Employees which are intended to qualify for the performance-based exception under Code Section 162(m)
shall be deemed to include any such additional terms, conditions, limitations and provisions as are necessary to comply with the
performance-based compensation exemption of Code Section 162(m), unless the Administrator, in its discretion, determines otherwise.
To the extent that Code Section 162(m) is applicable, the Administrator shall, within the time periods and in the manner prescribed
by Code Section 162(m), select eligible Participants and define in an objective fashion the manner of calculating the Performance
Measures it selects to use for Covered Employees during any specific performance period.


 




    	 	17	 



     


    

 


(d)         Unfunded
Plan; No Effect on Other Plans:


 


(i)          The
Plan shall be unfunded, and the Company shall not be required to create a trust or segregate any assets that may at any time be
represented by Awards under the Plan. The Plan shall not establish any fiduciary relationship between the Company and any Participant
or other person. Neither a Participant nor any other person shall, by reason of the Plan, acquire any right in or title to any
assets, funds or property of the Company or any Affiliate, including, without limitation, any specific funds, assets or other
property which the Company or any Affiliate, in their discretion, may set aside in anticipation of a liability under the Plan.
A Participant shall have only a contractual right to shares of Common Stock or other amounts, if any, payable under the Plan,
unsecured by any assets of the Company or any Affiliate. Nothing contained in the Plan shall constitute a guarantee that the assets
of such entities shall be sufficient to pay any benefits to any person.


 


(ii)         The
amount of any compensation deemed to be received by a Participant pursuant to an Award shall not constitute compensation with
respect to which any other employee benefits of such Participant are determined, including, without limitation, benefits under
any bonus, pension, profit sharing, life insurance or salary continuation plan, except as otherwise specifically provided by the
terms of such plan or as may be determined by the Administrator.


 


(iii)        Except
as otherwise provided in the Plan, the adoption of the Plan shall not affect any other stock incentive or other compensation plans
in effect for the Company or any Affiliate, nor shall the Plan preclude the Company from establishing any other forms of stock
incentive or other compensation for employees or service providers of the Company or any Affiliate.


 


(e)          Governing
Law: The Plan and Awards shall be governed by and construed in accordance with the laws of the State of Delaware, without
regard to the conflict of laws provisions of any state, and in accordance with applicable federal laws of the United States.


 


(f)          Beneficiary
Designation: The Administrator may, in its discretion, permit a Participant to designate in writing a person or persons as
beneficiary, which beneficiary shall be entitled to receive settlement of Awards (if any) to which the Participant is otherwise
entitled in the event of death. In the absence of such designation by a Participant, and in the event of the Participant’s
death, the estate of the Participant shall be treated as beneficiary for purposes of the Plan, unless the Administrator determines
otherwise. The Administrator shall have discretion to approve and interpret the form or forms of such beneficiary designation.
A beneficiary, legal guardian, legal representative or other person claiming any rights pursuant to the Plan is subject to all
terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent that the Plan and/or
Award Agreement provide otherwise, and to any additional restrictions deemed necessary or appropriate by the Administrator.


 


(g)         Gender
and Number: Except where otherwise indicated by the context, words in any gender shall include any other gender, words in
the singular shall include the plural and words in the plural shall include the singular.


 


(h)         Severability:
If any provision of the Plan or an Award Agreement shall be held illegal or invalid for any reason, such illegality or invalidity
shall not affect the remaining parts of the Plan or the Award Agreement (which shall be construed or deemed amended to conform
to Applicable Law), and the Plan or Award Agreement shall be construed and enforced as if the illegal or invalid provision had
not been included.


 


(i)           Rules
of Construction: Headings are given to the sections of the Plan solely as a convenience to facilitate reference. The reference
to any statute, regulation or other provision of law shall (unless the Administrator determines otherwise) be construed to refer
to any amendment to or successor of such provision of law.


 


(j)           Successors
and Assigns: The Plan shall be binding upon the Company, its successors and assigns, and Participants, their executors, administrators
and permitted transferees and beneficiaries.


 


(k)          Award
Agreement: The grant of any Award under the Plan shall be evidenced by an Award Agreement between the Company and the Participant.
Such Award Agreement may state terms, conditions and restrictions applicable to the Award and may state such other terms, conditions
and restrictions, including but not limited to terms, conditions and restrictions applicable to shares of Common Stock or other
benefits subject to an Award, as may be established by the Administrator.


 




    	 	18	 



     


    

 


(l)           Right
of Offset: Notwithstanding any other provision of the Plan or an Award Agreement, the Company may at any time (subject to
any Code Section 409A considerations) reduce the amount of any payment or benefit otherwise payable to or on behalf of a Participant
by the amount of any obligation of the Participant to or on behalf of the Company or an Affiliate that is or becomes due and payable.


 


(m)         Uncertificated
Shares: Notwithstanding anything in the Plan to the contrary, to the extent the Plan provides for the issuance of stock certificates
to reflect the issuance of shares of Common Stock, the issuance may, in the Company’s discretion, be effected on a non-certificated
basis, to the extent not prohibited by the Company’s certificate of incorporation or bylaws or by Applicable Law.


 


(n)          Income
and Other Taxes: Participants are solely responsible and liable for the satisfaction of all taxes and penalties that may arise
in connection with Awards (including but not limited to any taxes arising under Code Section 409A), and the Company shall not
have any obligation to indemnify or otherwise hold any Participant harmless from any or all of such taxes. The Company shall have
no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for a Participant or any
other person.


 


(o)          Effect
of Certain Changes in Status: Notwithstanding the other terms of the Plan or an Award Agreement, the Administrator has sole
discretion to determine (taking into account any Code Section 409A considerations), at the time of grant of an Award or at any
time thereafter, the effect, if any, on Awards (including but not limited to modifying the vesting, exercisability and/or earning
of Awards) granted to a Participant if the Participant’s status as an Employee, Director or Consultant changes, including
but not limited to a change from full-time to part-time, or vice versa, or if other similar changes in the nature or scope of
the Participant’s employment or service occur.


 


(p)         Stockholder
Approval: The Plan is subject to approval by the stockholders of the Company, which approval must occur, if at all, within
12 months of the Effective Date. Awards granted prior to such stockholder approval shall be conditioned upon and shall be effective
only upon approval of the Plan by such stockholders on or before such date.


 


(q)          Deferrals:
Subject to the provisions of this Section 21(q) and Section 22, the Administrator may permit or require a Participant to defer
such Participant’s receipt of the payment of cash or the delivery of shares of Common Stock that would otherwise be payable
with respect to an Award. Any such deferral shall be subject to such terms and conditions as may be established by the Administrator
and to any applicable Code Section 409A requirements.


 


(r)           Fractional
Shares: Except as otherwise provided in an Award Agreement or determined by the Administrator, (i) the total number of shares
issuable pursuant to the exercise, vesting or earning of an Award shall be rounded down to the nearest whole share, and (ii) no
fractional shares shall be issued. The Administrator may, in its discretion, determine that a fractional share shall be settled
in cash.


 


(s)         Compliance
with Recoupment, Ownership and Other Policies or Agreements: Notwithstanding anything in the Plan or an Award Agreement to
the contrary, the Administrator may, at any time (during or following termination of employment or service for any reason), determine
that a Participant’s rights, payments and/or benefits with respect to an Award (including but not limited to any shares
issued or issuable and/or cash paid or payable with respect to an Award) shall be subject to reduction, cancellation, forfeiture
or recoupment upon the occurrence of certain specified events, in addition to any other conditions applicable to an Award. Such
events may include, but shall not be limited to, termination of employment for Cause, violation of policies of the Company or
an Affiliate, breach of non-solicitation, non-competition, confidentiality, non-disparagement or other covenants, other conduct
by the Participant that is determined by the Administrator to be detrimental to the business or reputation of the Company or any
Affiliate, and/or other circumstances where such reduction, cancellation, forfeiture or recoupment is required by Applicable Law.
In addition, without limiting the effect of the foregoing, as a condition to the grant of an Award or receipt or retention of
shares of Common Stock, cash or any other benefit under the Plan, (i) the Administrator may, at any time, require that a Participant
comply with any compensation recovery (or “clawback”), stock ownership, stock retention or other policies or
guidelines adopted by the Company or an Affiliate, each as in effect from time to time and to the extent applicable to the Participant,
and (ii) each Participant shall be subject to such compensation recovery, recoupment, forfeiture or other similar provisions as
may apply under Applicable Law.


 


(t)           Attestation:
Wherever in the Plan or any Award Agreement a Participant is permitted to pay the Exercise Price of an Award or taxes relating
to the exercise, vesting or earning of an Award by delivering shares of Common Stock, the Participant may, unless the Administrator
determines otherwise and subject to procedures satisfactory to the Administrator, satisfy such delivery requirement by presenting
proof of beneficial ownership of such shares, in which case the Company shall treat the Award as exercised, vested or earned without
further payment and/or shall withhold such number of shares from the shares acquired by the exercise, vesting or earning of the
Award, as appropriate.


 




    	 	19	 



     


    

 


(u)          Plan
Controls: Unless the Administrator determines otherwise, (i) in the event of a conflict between any term or provision contained
in the Plan and an express term contained in any Award Agreement, the applicable terms and provisions of the Plan will govern
and prevail, and (ii) the terms of an Award Agreement shall not be deemed to be in conflict or inconsistent with the Plan merely
because they impose greater or additional restrictions, obligations or duties, or if the Award Agreement provides that such Award
Agreement terms apply notwithstanding the provisions to the contrary in the Plan.


 


(v)          Indemnification:
No member of the Board or Committee or its or their designees or agents, as applicable, shall be liable while acting as Administrator
for any action or determination made in good faith with respect to the Plan, an Award or an Award Agreement. Members of the Board
and the Committee and officers and employees of the Company or an Affiliate to whom authority to act for the Board or the Committee
is delegated shall be entitled to such indemnification and other rights as may be provided under the Company’s certificate
of incorporation, bylaws and/or other instrument and/or pursuant to Applicable Law.


 


		22.	Compliance with Code Section
409A



 


Notwithstanding
any other provision in the Plan or an Award Agreement to the contrary, if and to the extent that Code Section 409A is deemed to
apply to the Plan or any Award, it is the general intention of the Company that the Plan and all such Awards shall, to the extent
practicable, comply with, or be exempt from, Code Section 409A, and the Plan and any such Award Agreement shall, to the extent
practicable, be construed in accordance therewith. Deferrals of shares or any other benefit issuable pursuant to an Award otherwise
exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals
are in compliance with, or exempt from, Code Section 409A. In the event that the Company (or a successor thereto) has any stock
which is publicly traded on an established securities market or otherwise, distributions that are subject to Code Section 409A
to any Participant who is a “specified employee” (as defined under Code Section 409A) upon a “separation from
service” (as defined in Code Section 409A) may only be made following the expiration of the six-month period after the date
of separation from service (with such distributions to be made during the seventh month following separation from service), or,
if earlier than the end of the six-month period, the date of death of the specified employee, or as otherwise permitted under
Code Section 409A. For purposes of Code Section 409A, each installment payment provided under the Plan or an Award Agreement shall
be treated as a separate payment. Without in any way limiting the effect of any of the foregoing, (i) in the event that Code Section
409A requires that any special terms, provisions or conditions be included in the Plan or any Award Agreement, then such terms,
provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Plan or Award Agreement, as applicable,
and (ii) terms used in the Plan or an Award Agreement shall be construed in accordance with Code Section 409A if and to the extent
required. Further, in the event that the Plan or any Award shall be deemed not to comply with Code Section 409A, then neither
the Company, the Administrator nor its or their designees or agents shall be liable to any Participant or other person for actions,
decisions or determinations made in good faith.


 




    	 	20	 



     


    

 


IN WITNESS WHEREOF,
this Akoustis Technologies, Inc. 2016 Stock Incentive Plan is, by the authority of the Board of Directors of the Company, executed
on behalf of the Company, the 15th day of December, 2016.


 


	 	AKOUSTIS TECHNOLOGIES, INC.


 


	 	By: 	/s/ Jeffrey B. Shealy
	 	Name:  Jeffrey B. Shealy
	 	Title:    President and Chief Executive Officer


 


ATTEST:


 


	By: 	/s/ Cindy C. Payne	 
	Name:  Cindy C. Payne	 
	Title:    Chief Financial Officer