Exhibit 4.1


 


PREDICTIVE ONCOLOGY INC. 


AMENDED AND RESTATED 2012 STOCK INCENTIVE PLAN


Effective August 10, 2021*


 


 


TABLE OF CONTENTS 


 


 


 


	1.	Purpose	3
	 	 	 
	2.	Administration	3
	 	 	 
	3.	Eligible Participants	3
	 	 	 
	4.	Types of Incentives	3
	 	 	 
	5.	Shares Subject to the Plan	4



		5.1.	Number of Shares	4
		5.2.	Cancellation	4
		5.3.	Type of Common Stock	4
		5.4.	Limitation on Awards Granted to Non-Employee Directors	4



		6.	Stock Options	4



		6.1.	Price	4
		6.2.	Number	4
		6.3.	Duration and Time for Exercise	4
		6.4.	Manner of Exercise	5
		6.5.	Incentive Stock Options	5



		7.	Stock Appreciation Rights	6



		7.1.	Price	6
		7.2.	Number	6
		7.3.	Duration	6
		7.4.	Exercise	6
		7.5.	Issuance of Shares Upon Exercise	6



		8.	Stock Awards, Restricted Stock and Restricted Stock Units	7






	 	8.1	Number of Shares	7
	 	8.2	Sale Price	7
	 	8.3	Restrictions	7
	 	8.4	Enforcement of Restrictions	7
	 	8.5	End of Restrictions	8
	 	8.6	Rights of Holders of Restricted Stock and Restricted Stock Units	8
	 	8.7	Settlement of Restricted Stock Units	8
	 	8.8.	Dividend Equivalents	8






	 	 	 
	9.	Perfomance Awards	8
	 	 	 	 
	10.	General	 	8






	 	10.1	Plan Effective Date and Shareholder Approval; Termination of Plan	8



 



     


     


    




		10.2.	Duration	9
		10.3.	Non-transferability of Incentives	9
		10.4.	Effect of Termination or Death	9
		10.5.	Restrictions under Securities Laws	9
		10.6.	Adjustment	10
		10.7.	Incentive Plans and Agreements	10
		10.8.	Withholding	10
		10.9.	No Continued Employment, Engagement or Right to Corporate Assets	10
		10.10.	Payments Under Incentives	10
		10.11.	Amendment of the Plan	11
		10.12.	Amendment of Agreements for Incentives; No Repricing	11
		10.13.	Vesting Upon Change In Control	11
		10.14.	Sale, Merger, Exchange or Liquidation	12
		10.15.	Definition of Fair Market Value	13
		10.16.	Definition of Grant Date	14
		10.17.	Compliance with Code Section 409A	14
		10.18.	Prior Plan	15



 


 


* All numbers of shares of common stock herein have
been adjusted for a one-for-ten (1:10) reverse stock split that was effective for trading purposes on October 29, 2019.




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PREDICTIVE ONCOLOGY INC.

AMENDED AND RESTATED 2012 STOCK INCENTIVE PLAN


1.            
  Purpose. The purpose of the Amended and Restated 2012 Stock Incentive Plan (the “Plan”) of
Predictive Oncology Inc. (the “Company”) is to increase shareholder value and to advance the interests of the Company by
furnishing a variety of economic incentives (“Incentives”) designed to attract, retain and motivate employees, certain
key consultants and directors of the Company. Incentives may consist of opportunities to purchase or receive shares of Common Stock,
$0.01 par value, of the Company (“Common Stock”) or other incentive awards on terms determined under this Plan.


2.             
Administration. The Plan shall be administered by the board of directors of the Company (the “Board of Directors”)
or by a stock option or compensation committee (the “Committee”) of the Board of Directors. The Committee shall consist of
not less than two directors of the Company and shall be appointed from time to time by the Board of Directors. Each member of the Committee
shall be (a) a “non-employee director” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934 (including
the regulations promulgated thereunder, the “1934 Act”) (a “Non-Employee Director”), and (b) shall be independent
directors under listing rules of The Nasdaq Stock Market or, if the Company is no longer listed on The Nasdaq Stock Market, then any national
securities exchange on which the Company’s common stock may be listed. The Committee shall have complete authority to award Incentives
under the Plan, to interpret the Plan, and to make any other determination which it believes necessary and advisable for the proper administration
of the Plan. The Committee’s decisions and matters relating to the Plan shall be final and conclusive on the Company and its participants.
If at any time there is no stock option or compensation committee, the term “Committee”, as used in the Plan, shall refer
to the Board of Directors. Notwithstanding the foregoing or anything else to the contrary contained in the Plan, the Company’s Chief
Executive Officer or Chief Financial Officer may, on a discretionary basis and without the Committee’s review or approval, grant
Stock Options to purchase up to 25,000 shares each to employees of the Company who are not officers of the Company. Such discretionary
Stock Option grants shall not exceed 100,000 shares in total in any fiscal year. Subject to the foregoing limitations, the Chief Executive
Officer or Chief Financial Officer shall determine from time to time (i) the employees to whom grants will be made, (ii) the number of
shares to be granted and (iii) the terms and provisions of each Stock Option (which need not be identical).


3.             
Eligible Participants. Officers of the Company, employees of the Company or its subsidiaries, members of the Board of Directors,
and consultants or other independent contractors who provide services to the Company or its subsidiaries shall be eligible to receive
Incentives under the Plan when designated by the Committee. Participants may be designated individually or by groups or categories (for
example, by pay grade) as the Committee deems appropriate. Participation by officers of the Company or its subsidiaries and any performance
objectives relating to such officers must be approved by the Committee. Participation by others and any performance objectives relating
to others may be approved by groups or categories (for example, by pay grade) and authority to designate participants who are not officers
and to set or modify such targets may be delegated.


4.             
Types of Incentives. Incentives under the Plan may be granted in any one or a combination of the following forms: (a) incentive
stock options and non-statutory stock options (Section 6); (b) stock appreciation rights (“SARs”) (Section 7); (c) stock awards
(Section 8); (d) restricted stock (Section 8); restricted stock units (Section 8) and performance awards (Section 9). Subject to the specific
limitations provided in this Plan, payment of Incentives may be in the form of cash, Common Stock or combinations thereof as the Committee
shall determine, and with such other restrictions as it may impose.




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5.             
 Shares Subject to the Plan.


5.1.         
Number of Shares. Subject to adjustment as provided in Section 10.6, the number of shares of Common Stock which may be issued
under the Plan shall not exceed 3,250,000 shares of Common Stock. In addition, as of the Effective Date, any shares available in the reserve
of the Prior Plan (as defined in Section 10.18) shall be added to the Plan share reserve and be available for issuance under the Plan.
Any Shares delivered under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares. Shares of
Common Stock that are issued under the Plan or are subject to Incentives awarded under the Plan will be applied to reduce the maximum
number of shares of Common Stock remaining available for issuance under the Plan.


5.2.         
Cancellation. If an Incentive granted under the Plan or under the Prior Plan expires or is terminated or canceled unexercised
as to any shares of Common Stock or forfeited or reacquired by the Company pursuant to rights reserved upon issuance thereof, such forfeited
and reacquired shares may again be issued under the Plan pursuant to another Incentive. If any Shares subject to an Incentive granted
under the Plan or under the Prior Plan are withheld or applied as payment in connection with the exercise of an Incentive (including the
withholding of Shares on the exercise of a stock option or the exercise of an SAR that is settled in Shares) or the withholding or payment
of taxes related thereto, such Shares shall not again be available for grant under the Plan.


5.3.         
Type of Common Stock. Common Stock issued under the Plan in connection with Incentives will be authorized and unissued shares.


5.4.         
Limitation on Awards Granted to Non-Employee Directors. No member of the Board of Directors who is not also an employee
of the Company may be granted any Incentive or Incentives that exceed in the aggregate $100,000 in value (such value computed as of the
date of grant in accordance with applicable financial accounting rules) in any calendar year (provided that service solely as a director,
or payment of a fee for such services, will not cause a director to be considered an “employee” for purposes of this Section
5.4). The foregoing limit shall not apply to any Incentive made pursuant to any election by the directors to receive an Incentive in lieu
of all or a portion of annual and committee retainers and meeting fees.


6.             
Stock Options. A stock option is a right to purchase shares of Common Stock from the Company. Each stock option granted
by the Committee under this Plan shall be subject to the following terms and conditions:


6.1.         
Price. The option price per share shall be determined by the Committee, subject to adjustment under Section 10.6. Notwithstanding
the foregoing sentence, the option price per share shall not be less than the Fair Market Value (as defined in Section 10.15) of the Common
Stock on the Grant Date (as defined in Section 10.16).


6.2.         
Number. The number of shares of Common Stock subject to a stock option shall be determined by the Committee, subject to
adjustment as provided in Section 10.6. The number of shares of Common Stock subject to a stock option shall be reduced in the same proportion
that the holder thereof exercises an SAR if any SAR is granted in conjunction with or related to the stock option.


6.3.         
Duration and Time for Exercise. Subject to earlier termination as provided in Section 10.3, the term of each stock option
shall be determined by the Committee but shall not exceed ten years and one day from the Grant Date. Each stock option shall become exercisable
at such time or times during its term as
shall be determined by the Committee at the time of grant. The Committee may accelerate the exercisability of any stock option. Subject
to the first sentence of this paragraph, the Committee may extend the term of any stock option to the extent provided in Section 10.4.




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6.4.         
Manner of Exercise. A stock option may be exercised, in whole or in part, by giving written notice to the Company, specifying
the number of shares of Common Stock to be purchased and accompanied by the full purchase price for such shares. The option price shall
be payable (a) in United States dollars upon exercise of the option and may be paid by cash, uncertified or certified check or bank draft;
(b) unless otherwise provided in the option agreement, by delivery of shares of Common Stock in payment of all or any part of the option
price, which shares shall be valued for this purpose at the Fair Market Value on the date such option is exercised; or (c) unless otherwise
provided in the option agreement, by instructing the Company to withhold from the shares of Common Stock issuable upon exercise of the
stock option shares of Common Stock in payment of all or any part of the exercise price and/or any related withholding tax obligations
consistent with Section 10.8, which shares shall be valued for this purpose at the Fair Market Value or in such other manner as may be
authorized from time to time by the Committee. Before the issuance of shares of Common Stock upon the exercise of a stock option, a participant
shall have no rights as a shareholder.


6.5.         
Incentive Stock Options. Notwithstanding anything in the Plan to the contrary, the following additional provisions shall
apply to the grant of stock options which are intended to qualify as Incentive Stock Options (as such term is defined in Code Section
422):


(a)           
The aggregate Fair Market Value (determined as of the time the option is granted) of the shares of Common Stock with respect to
which Incentive Stock Options are exercisable for the first time by any participant during any calendar year (under all of the Company’s
plans) shall not exceed $100,000. The determination will be made by taking Incentive Stock Options into account in the order in which
they were granted. If such excess only applies to a portion of an Incentive Stock Option, the Committee, in its discretion, will designate
which shares will be treated as shares to be acquired upon exercise of an Incentive Stock Option.


(b)           
Any option agreement for an Incentive Stock Option under the Plan shall contain such other provisions as the Committee shall deem
advisable, but shall in all events be consistent with and contain all provisions required in order to qualify the options as Incentive
Stock Options.


(c)           
All Incentive Stock Options must be granted within ten years from the earlier of the date on which this Plan was adopted by Board
of Directors or the date this Plan was approved by the shareholders.


(d)           
Unless sooner exercised, all Incentive Stock Options shall expire no later than ten years after the Grant Date.


(e)           
The option price for Incentive Stock Options shall be not less than the Fair Market Value of the Common Stock subject to the option
on the Grant Date.


(f)             If
Incentive Stock Options are granted to any participant who, at the time such option is granted, would own (within the meaning of
Code Section 422) stock possessing more than 10% of the total combined voting power of all classes of stock of the employer
corporation or of its parent or subsidiary corporation, (i) the option price for such Incentive Stock Options shall be not less than
110% of the Fair Market Value of the Common Stock subject to the option on the Grant Date and (ii) such Incentive Stock Options
shall expire no later than five years after the Grant Date.






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7.             
Stock Appreciation Rights. An SAR is a right to receive, without payment to the Company, a number of shares of Common Stock,
the amount of which is determined pursuant to the formula set forth in Section 7.5. An SAR may be granted (a) with respect to any stock
option granted under this Plan, either concurrently with the grant of such stock option or at such later time as determined by the Committee
(as to all or any portion of the shares of Common Stock subject to the stock option), or (b) alone, without reference to any related stock
option. Each SAR granted by the Committee under this Plan shall be subject to the following terms and conditions:


7.1.         
Price. The exercise price per share of any SAR granted without reference to a stock option shall be determined by the Committee,
subject to adjustment under Section 10.6. Notwithstanding the foregoing sentence, the exercise price per share shall not be less than
the Fair Market Value of the Common Stock on the Grant Date.


7.2.         
Number. Each SAR granted to any participant shall relate to such number of shares of Common Stock as shall be determined
by the Committee, subject to adjustment as provided in Section 10.6. In the case of an SAR granted with respect to a stock option, the
number of shares of Common Stock to which the SAR relates shall be reduced in the same proportion that the holder of the option exercises
the related stock option.


7.3.         
Duration. Subject to earlier termination as provided in Section 10.3, the term of each SAR shall be determined by the Committee
but shall not exceed ten years and one day from the Grant Date. Unless otherwise provided by the Committee, each SAR shall become exercisable
at such time or times, to such extent and upon such conditions as the stock option, if any, to which it relates is exercisable. The Committee
may in its discretion accelerate the exercisability of any SAR. Subject to the first sentence of this paragraph, the Committee may extend
the term of any SAR to the extent provided in Section 10.4.


7.4.         
Exercise. An SAR may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of
SARs which the holder wishes to exercise. Upon receipt of such written notice, the Company shall, within 90 days thereafter, deliver to
the exercising holder certificates for the shares of Common Stock or cash or both, as determined by the Committee, to which the holder
is entitled pursuant to Section 7.5.


7.5.         
Issuance of Shares Upon Exercise. The number of shares of Common Stock which shall be issuable upon the exercise of an SAR
shall be determined by dividing:


(a)           
the number of shares of Common Stock as to which the SAR is exercised multiplied by the amount of the appreciation in such shares
(for this purpose, the “appreciation” shall be the amount by which the Fair Market Value of the shares of Common Stock subject
to the SAR on the exercise date exceeds (1) in the case of an SAR related to a stock option, the purchase price of the shares of Common
Stock under the stock option or (2) in the case of an SAR granted alone, without reference to a related stock option, an amount which
shall be determined by the Committee at the time of grant, subject to adjustment under Section 10.6); by


(b)           
the Fair Market Value of a share of Common Stock on the exercise date.




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No fractional shares
of Common Stock shall be issued upon the exercise of an SAR; instead, the holder of the SAR shall be entitled to receive a cash adjustment
equal to the same fraction of the Fair Market Value of a share of Common Stock on the exercise date or to purchase the portion necessary
to make a whole share at its Fair Market Value on the date of exercise.


8.             
Stock Awards, Restricted Stock and Restricted Stock Units. A stock award consists of the transfer by the Company to a participant
of shares of Common Stock, with or without other payment therefor, as additional compensation for services to the Company. A share of
restricted stock consists of shares of Common Stock which are sold or transferred by the Company to a participant at a price, if any,
determined by the Committee and subject to restrictions on their sale or other transfer by the participant. Restricted stock units represent
the right to receive shares of Common Stock at a future date. The transfer of Common Stock pursuant to stock awards, ,the transfer or
sale of restricted stock and restricted stock units shall be subject to the following terms and conditions:


8.1.         
Number of Shares. The number of shares to be transferred or sold by the Company to a participant pursuant to a stock award
or as restricted stock, or the number of shares that may be issued pursuant to a restricted stock unit, shall be determined by the Committee.


8.2.         
Sale Price. The Committee shall determine the price, if any, at which shares of restricted stock shall be sold to a participant,
which may vary from time to time and among participants and which may be below the Fair Market Value of such shares of Common Stock at
the date of sale.


8.3.         
Restrictions. All shares of restricted stock transferred or sold by the Company hereunder, and all restricted stock units
granted hereunder, shall be subject to such restrictions as the Committee may determine, including, without limitation any or all of the
following:


(a)           
a prohibition against the sale, transfer, pledge or other encumbrance of the shares of restricted stock, or the delivery of shares
pursuant to restricted stock units, such prohibition to lapse at such time or times as the Committee shall determine (whether in annual
or more frequent installments, at the time of the death, disability or retirement of the holder of such shares, or otherwise);


(b)           
a requirement that the holder of shares of restricted stock or restricted stock units forfeit, or (in the case of shares sold to
a participant) re-sell back to the Company at his or her cost, all or a part of such shares in the event of termination of his or her
employment, service on the Board of Directors or consulting engagement during any period in which such shares are subject to restrictions;
and


(c)           
such other conditions or restrictions as the Committee may deem advisable. 


8.4.         
Enforcement of Restrictions. In order to enforce the restrictions imposed by the Committee pursuant to Section 8.3, the
participant receiving restricted stock or restricted stock units shall enter into an agreement with the Company setting forth the conditions
of the grant. Shares of restricted stock shall be registered in the name of the participant and deposited, together with a stock power
endorsed in blank, with the Company. Each such certificate shall bear a legend that refers to the Plan and the restrictions imposed under
the applicable agreement. At the Committee’s election, shares of restricted stock may be held in book entry form subject to the
Company’s instructions until any restrictions relating to the restricted stock grant lapse.




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8.5.         
 End of Restrictions. Subject to Section 10.5, at the end of any time period during which the shares of restricted stock
are subject to forfeiture and restrictions on transfer, such shares will be delivered free of all restrictions to the participant or to
the participant’s legal representative, beneficiary or heir. Subject to Section 10.5, upon the lapse or waiver of restrictions applicable
to restricted stock units, or at a later time specified in the agreement governing the grant of restricted stock units, any shares derived
from the restricted stock units shall be issued and delivered to the holder of the restricted stock units.


8.6.         
Rights of Holders of Restricted Stock and Restricted Stock Units. Subject to the terms and conditions of the Plan, each
participant receiving restricted stock shall have all the rights of a shareholder with respect to shares of stock during any period in
which such shares are subject to forfeiture and restrictions on transfer, including without limitation, the right to vote such shares.
Any holder of restricted stock units shall not be, and shall not have rights and privileges of, a shareholder with respect to any shares
that may be derived from the restricted stock units unless and until such shares have been issued.


8.7.         
Settlement of Restricted Stock Units. Restricted stock units may be satisfied by delivery of shares of stock, cash equal
to the Fair Market Value of the specified number of shares covered by the restricted stock units, or a combination thereof, as determined
by the Committee at the date of grant or thereafter.


8.8.         
Dividend Equivalents. In connection with any award of restricted stock units, the Committee may grant the right to receive
cash, shares of stock or other property equal in value to dividends paid with respect to the number of shares represented by the restricted
stock units (“Dividend Equivalents”). Unless otherwise determined by the Committee at the date of grant, any Dividend Equivalents
that are granted with respect to any award of restricted stock units shall be either (a) paid with respect to such restricted stock units
at the dividend payment date in cash or in shares of unrestricted stock having a Fair Market Value equal to the amount of such dividends,
or (b) deferred with respect to such restricted stock units and the amount or value thereof automatically deemed reinvested in additional
restricted stock units until the time for delivery of shares (if any) pursuant to the terms of the restricted stock unit award.


9.             
Performance Awards. The right of a participant to exercise or receive a grant or settlement of any Incentive, and the timing
thereof, may be subject to such performance conditions as may be specified by the Committee (such an Incentive is referred to as a “Performance
Award”). The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing
any performance conditions, and may exercise its discretion to change the amounts payable under any Incentive subject to performance conditions.


10.          
General.


10.1.      
Plan Effective Date and Shareholder Approval; Termination of Plan. The Plan shall become effective on the Effective Date,
subject to subsequent approval within twelve (12) months of its adoption by the Board by shareholders of the Company eligible to vote
in the election of directors, by a vote sufficient to meet the requirements of Code Section 422, Rule 16b-3 under the Exchange Act (if
applicable), applicable requirements of any stock exchange, if any, and other laws, regulations, and obligations of the Company applicable
to the Plan. Awards may be granted subject to shareholder approval, but may not be exercised or otherwise settled in the event shareholder
approval is not obtained. The Plan shall terminate no later than ten (10) years from the date of the later of (x) the Effective Date
and (y) the date an increase in the number of shares reserved for issuance under the Plan is approved by the Board (so long as such increase
is also approved by the shareholders).



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 10.2.      
Duration. The Plan shall remain in effect until all Incentives granted under the Plan have either been satisfied by the
issuance of shares of Common Stock or the payment of cash or been terminated under the terms of the Plan and all restrictions imposed
on shares of Common Stock in connection with their issuance under the Plan have lapsed. No Incentives may be granted under the Plan after
the tenth anniversary of the Effective Date of the Plan.


10.3.      
Non-transferability of Incentives. No stock option, SAR, restricted stock or stock award may be transferred, pledged or
assigned by the holder thereof (except, in the event of the holder’s death, by will or the laws of descent and distribution to the
limited extent provided in the Plan or the Incentive, or pursuant to a qualified domestic relations order as defined by the Code or Title
I of the Employee Retirement Income Security Act, or the rules thereunder), and the Company shall not be required to recognize any attempted
assignment of such rights by any participant. Notwithstanding the preceding sentence, stock options (other than stock options intended
to qualify as Incentive Stock Options pursuant to Section 6.5) may be transferred by the holder thereof to the holder’s spouse,
children, grandchildren or parents (collectively, the “Family Members”), to trusts for the benefit of Family Members, to partnerships
or limited liability companies in which Family Members are the only partners or shareholders, or to entities exempt from federal income
taxation pursuant to Code Section 501(c)(3). During a participant’s lifetime, a stock option may be exercised only by him or her,
by his or her guardian or legal representative or by the transferees permitted by this Section 10.3.


10.4.      
Effect of Termination or Death. If a participant ceases to be an employee of or consultant to the Company for any reason,
including death or disability, any Incentives may be exercised or shall expire at such times as may be set forth in the agreement, if
any, applicable to the Incentive, or otherwise as determined by the Committee; provided, however, the term of an Incentive may not be
extended beyond the term originally prescribed when the Incentive was granted, unless the Incentive satisfies (or is amended to satisfy)
the requirements of Code Section 409A, including the rules and regulations promulgated thereunder (together, “Code Section 409A”);
and provided further that the term of an Incentive may not be extended beyond the maximum term permitted under this Plan.


10.5.      
Restrictions under Securities Laws. Notwithstanding anything in this Plan to the contrary: (a) the Company may, if it shall
determine it necessary or desirable for any reason, at the time of award of any Incentive or the issuance of any shares of Common Stock
pursuant to any Incentive, require the recipient of the Incentive, as a condition to the receipt thereof or to the receipt of shares of
Common Stock issued pursuant thereto, to deliver to the Company a written representation of present intention to acquire the Incentive
or the shares of Common Stock issued pursuant thereto for his or her own account for investment and not for distribution; and (b) if at
any time the Company further determines, in its sole discretion, that the listing, registration or qualification (or any updating of any
such document) of any Incentive or the shares of Common Stock issuable pursuant thereto is necessary on any securities exchange or under
any federal or state securities or blue sky law, or that the consent or approval of any governmental regulatory body is necessary or desirable
as a condition of, or in connection with the award of any Incentive, the issuance of shares of Common Stock pursuant thereto, or the removal
of any restrictions imposed on such shares, such Incentive shall not be awarded or such shares of Common Stock shall not be issued or
such restrictions shall not be removed, as the case may be, in whole or in part, unless such listing, registration, qualification, consent
or approval shall have been effected or obtained free of any conditions not acceptable to the Company.




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10.6.      
 Adjustment. In the event of any recapitalization, stock dividend, stock split, combination of shares or other change in
the Common Stock, the number of shares of Common Stock then subject to the Plan, including shares subject to outstanding Incentives, and
the other numbers of shares of Common Stock provided in the Plan, shall be adjusted in proportion to the change in outstanding shares
of Common Stock. In the event of any such adjustments, the purchase price of any option, the performance objectives of any Incentive,
and the shares of Common Stock issuable pursuant to any Incentive shall be adjusted as and to the extent appropriate, in the discretion
of the Committee, to provide participants with the same relative rights before and after such adjustment.


10.7.      
Incentive Plans and Agreements. Except in the case of stock awards, the terms of each Incentive shall be stated in a plan
or agreement approved by the Committee. The Committee may also determine to enter into agreements with holders of options to reclassify
or convert certain outstanding options, within the terms of the Plan, as Incentive Stock Options or as non-statutory stock options and
in order to eliminate SARs with respect to all or part of such options and any other previously issued options. The Committee shall communicate
the key terms of each award to the participant promptly after the Committee approves the grant of such award.


10.8.      
Withholding.


(a)           
The Company shall have the right to withhold from any payments made under the Plan or to collect as a condition of payment, any
taxes required by law to be withheld. If so permitted by the Committee at the time of the award of any Incentive or at a later time, at
any time when a participant is required to pay to the Company an amount required to be withheld under applicable income tax laws in connection
with a distribution of Common Stock or upon exercise of an option or SAR or upon vesting of restricted stock, the participant may satisfy
this obligation in whole or in part by electing (the “Election”) to have the Company withhold, from the distribution or from
such shares of restricted stock, shares of Common Stock having a value up to the minimum amount of withholding taxes required to be collected
on the transaction. The value of the shares to be withheld shall be based on the Fair Market Value of the Common Stock on the date that
the amount of tax to be withheld shall be determined (“Tax Date”).


(b)           
Each Election must be made before the Tax Date. The Committee may disapprove of any Election, may suspend or terminate the right
to make Elections, or may provide with respect to any Incentive that the right to make Elections shall not apply to such Incentive. An
Election is irrevocable.


10.9.      
No Continued Employment, Engagement or Right to Corporate Assets. No participant under the Plan shall have any right, because
of his or her participation, to continue in the employ of the Company for any period of time or to any right to continue his or her present
or any other rate of compensation. Nothing contained in the Plan shall be construed as giving an employee, a consultant, such persons’
beneficiaries or any other person any equity or interests of any kind in the assets of the Company or creating a trust of any kind or
a fiduciary relationship of any kind between the Company and any such person.


10.10.    
Payments Under Incentives. Payment of cash or distribution of any shares of Common Stock to which a participant is entitled
under any Incentive shall be made as provided in the Incentive. Except as permitted under Section 10.17, payments and distributions may
not be deferred under any Incentive unless the deferral complies with the requirements of Code Section 409A.




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10.11.    
 Amendment of the Plan. The Board of Directors may amend or discontinue the Plan at any time. However, no such amendment
or discontinuance shall adversely change or impair, without the consent of the recipient, an Incentive previously granted. Further, no
such amendment shall, without approval of the shareholders of the Company, (a) increase the maximum number of shares of Common Stock which
may be issued to all participants under the Plan, (b) change or expand the types of Incentives that may be granted under the Plan, (c)
change the class of persons eligible to receive Incentives under the Plan, or (d) materially increase the benefits accruing to participants
under the Plan.


10.12.    
Amendment of Agreements for Incentives; No Repricing. Except as otherwise provided in this Section 10.12 or Section 10.17,
the terms of an existing Incentive may be amended by agreement between the Committee and the participant. Notwithstanding the foregoing
sentence, in the case of a stock option or SAR, no such amendment shall (a) without shareholder approval, lower the exercise price of
a previously granted stock option or SAR, cancel a stock option or SAR when the exercise price per share exceeds the Fair Market Value
of the underlying shares in exchange for another Incentive or cash, or take any other action with respect to a stock option that may be
treated as a repricing under the federal securities laws or generally accepted accounting principles; or (b) extend the term of the Incentive,
except as provided in Sections 10.4 and 10.17.


10.13.    
Vesting Upon Change In Control. Upon the occurrence of an event satisfying the definition of “Change in Control”
with respect to a particular Incentive, unless otherwise provided in the agreement for the Incentive, such Incentive shall become vested
and all restrictions shall lapse. The Committee may, in its discretion, include such further provisions and limitations in any agreement
for an Incentive as it may deem desirable. For purposes of this Section 10.13, “Change in Control” means the occurrence of
any one or more of the following:


(a)           
a merger, consolidation, statutory exchange or reorganization approved by the Company’s shareholders, unless securities representing
more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the successor corporation are
immediately thereafter beneficially owned directly or indirectly and in substantially the same proportion, by the persons who beneficially
owned the Company’s outstanding voting securities immediately prior to such transaction;


(b)           
any transaction or series of related transactions pursuant to which any person or any group of persons comprising a “group”
within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (other than the Company or a person that,
prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common control
with, the Company) becomes directly or indirectly the beneficial owner (within the meaning of Rule 13d-3 of the Securities Exchange Act
of 1934, as amended) of securities possessing (or convertible into or exercisable for securities possessing) thirty percent (30%) or more
of the total combined voting power of the securities (determined by the power to vote with respect to the elections of Board members)
outstanding immediately after the consummation of such transaction or series of related transactions, whether such transaction involves
a direct issuance from the Company or the acquisition of outstanding securities held by one or more of the Company’s shareholders;


(c)            there
is consummated a sale, lease, exclusive license, or other disposition of all or substantially all of the consolidated assets of the
Company and its subsidiaries, other than a sale, lease, license, or other disposition of all or substantially all of the
consolidated assets of the Company and its subsidiaries to an entity, more than fifty percent (50%) of the combined voting power of
the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of
the Company immediately prior to such sale, lease, license, or other disposition; or



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(d)           
individuals who, on the Effective Date, are Directors (the “Incumbent Board”) cease for any reason to constitute at
least a majority of the Directors; provided, however, that if the appointment or election (or nomination for election) of any new Director
was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for
purposes of this Plan, be considered as a member of the Incumbent Board.


Notwithstanding the foregoing or any other
provision of this Plan, (i) the definition of Change in Control (or any analogous term) in an individual written agreement between the
Company and the Participant shall supersede the foregoing definition with respect to Incentives subject to such agreement (it being understood,
however, that if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing
definition shall apply); and (ii) a “Change in Control” shall not be deemed to have occurred for purposes of the foregoing
clause (b) solely as the result of a repurchase or other acquisition of securities by Company which, by reducing the number of shares
of Voting Securities outstanding, increases the proportionate number of Voting Securities beneficially owned by any person to thirty percent
(30%) or more of the combined voting power of all of the then outstanding Voting Securities; provided, however, that if any person referred
to in this clause (ii) shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant
to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from Company) and immediately
thereafter beneficially owns thirty percent (30%) or more of the combined voting power of all of the then outstanding Voting Securities,
then a “Change in Control” shall be deemed to have occurred for purposes of the foregoing clause (b).


10.14.    
Sale, Merger, Exchange or Liquidation. Unless otherwise provided in the agreement for an Incentive, in the event of an acquisition
of the Company through the sale of substantially all of the Company’s assets or through a merger, exchange, reorganization or liquidation
of the Company or a similar event as determined by the Committee (collectively a “transaction”), the Committee shall be authorized,
in its sole discretion, to take any and all action it deems equitable under the circumstances, including but not limited to any one or
more of the following:


(a)           
providing that the Plan and all Incentives shall terminate and the holders of (i) all outstanding vested options shall receive,
in lieu of any shares of Common Stock they would be entitled to receive under such options, such stock, securities or assets, including
cash, as would have been paid to such participants if their options had been exercised and such participant had received Common Stock
immediately before such transaction (with appropriate adjustment for the exercise price, if any), (ii) SARs that entitle the participant
to receive Common Stock shall receive, in lieu of any shares of Common Stock each participant was entitled to receive as of the date of
the transaction pursuant to the terms of such Incentive, if any, such stock, securities or assets, including cash, as would have been
paid to such participant if such Common Stock had been issued to and held by the participant immediately before such transaction, and
(iii) any Incentive under the Employment Agreement which does not entitle the participant to receive Common Stock shall be equitably treated
as determined by the Committee.




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(b)           
 providing that participants holding outstanding vested Common Stock based Incentives shall receive, with respect to each share
of Common Stock issuable pursuant to such Incentives as of the effective date of any such transaction, at the determination of the Committee,
cash, securities or other property, or any combination thereof, in an amount equal to the excess, if any, of the Fair Market Value of
such Common Stock on a date within ten days before the effective date of such transaction over the option price or other amount owed by
a participant, if any, and that such Incentives shall be cancelled, including the cancellation without consideration of all options that
have an exercise price below the per share value of the consideration received by the Company in the transaction.


(c)           
providing that the Plan (or replacement plan) shall continue with respect to Incentives not cancelled or terminated as of the effective
date of such transaction and provide to participants holding such Incentives the right to earn their respective Incentives on a substantially
equivalent basis (taking into account the transaction and the number of shares or other equity issued by such successor entity) with respect
to the equity of the entity succeeding the Company by reason of such transaction.


(d)           
to the extent that the vesting of any Incentives is not accelerated pursuant to Section 10.13, providing that all unvested, unearned
or restricted Incentives, including but not limited to restricted stock for which restrictions have not lapsed as of the effective date
of such transaction, shall be void and deemed terminated, or, in the alternative, for the acceleration or waiver of any vesting, earning
or restrictions on any Incentive.


The Board of Directors
may restrict the rights of participants or the applicability of this Section 10.14 to the extent necessary to comply with Section 16(b)
of the 1934 Act, the Code or any other applicable law or regulation. The grant of an Incentive award pursuant to the Plan shall not limit
in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business
structure or to merge, exchange or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.


10.15.    
Definition of Fair Market Value. For purposes of this Plan, the “Fair Market Value” of a share of Common Stock
at a specified date shall, unless otherwise expressly provided in this Plan, be the amount which the Committee determines in good faith
to be 100% of the fair market value of such a share as of the date in question. Notwithstanding the foregoing:


(a)           
If such shares are listed on a U.S. securities exchange, then Fair Market Value shall be determined by reference to the last sale
price of a share of Common Stock on such U.S. securities exchange on the applicable date. If such U.S. securities exchange is closed for
trading on such date, or if the Common Stock does not trade on such date, then the last sale price used shall be the one on the date the
Common Stock last traded on such U.S. securities exchange.


(b)           
If such shares are publicly traded but are not listed on a U.S. securities exchange, then Fair Market Value shall be determined
by reference to the trading price of a share of Common Stock on such date (or, if the applicable market is closed on such date, the last
date on which the Common Stock was publicly traded), by a method consistently applied by the Committee.


(c)           
If such shares are not publicly traded, then the Committee’s determination will be based upon a good faith valuation of
the Company’s Common Stock as of such date, which shall be based upon such factors as the Committee deems appropriate. The valuation
shall be accomplished in a manner that complies with Code Section 409A and shall be consistently applied to Incentives under the Plan.








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10.16.    
Definition of Grant Date. For purposes of this Plan, the “Grant Date” of an Incentive shall be the date on which
the Committee approved the award or, if later, the date established by the Committee as the date of grant of the Incentive.


10.17.    
Compliance with Code Section 409A.


(a)           
Except to the extent such acceleration or deferral is permitted by the requirements of Code Section 409A, neither the Committee
nor a participant may accelerate or defer the time or schedule of any payment of, or the amount scheduled to be paid under, an Incentive
that constitutes Deferred Compensation (as defined in paragraph(d) below); provided, however, that payment shall be permitted if it is
in accordance with a “specified time” or “fixed schedule” or on account of “separation from service,”
“disability,” death, “change in control” or “ unforeseeable emergency” (as those terms are defined
under Code Section 409A) that is specified in the agreement evidencing the Incentive.


(b)           
Notwithstanding anything in this Plan, unless the agreement evidencing the Incentive specifically provides otherwise, if a participant
is treated as a Specified Employee (as defined in paragraph (d) and as determined under Code Section 409A by the Committee in good faith)
as of the date of his or her “separation from service” as defined for purposes of Code Section 409A, the Company may not make
payment to the participant of any Incentive that constitutes Deferred Compensation, earlier than 6 months following the participant’s
separation from service (or if earlier, upon the Specified Employee’s death), except as permitted under Code Section 409A. Any payments
that otherwise would be payable to the Specified Employee during the foregoing 6-month period will be accumulated and payment delayed
until the first date after the 6-month period. The Committee may specify in the Incentive agreement, that the amount of the Deferred Compensation
delayed under this paragraph shall accumulate interest, earnings or Dividend Equivalents (as applicable) during the period of such delay.


(c)           
The Committee may, however, reform any provision in an Incentive that is intended to comply with (or be exempt from) Code Section
409A, to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions
of Code Section 409A.




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(d)            For
purposes of this Section 10.17, “Deferred Compensation” means any Incentive under this Plan that provides for the
“deferral of compensation” under a “nonqualified deferred compensation plan” (as those terms are defined
under Code Section 409A) and that would be subject to the taxes specified in Code Section 409A(a)(1) if and to the extent that the
Plan and the agreement evidencing the Incentive do not meet or are not operated in compliance with the requirements of paragraphs
(a)(2), (a)(3) and (a)(4) of Code Section 409A . Deferred Compensation shall not include any amount that is otherwise exempt from
the requirements of Code Section 409A. A “Specified Employee” means a Participant who is a “key employee” as
described in Code Section 416 (i) (disregarding paragraph (5) thereof) at any time during the Company’s fiscal year ending on
January 31, or such other “identification date” that applies consistently for all plans of the Company that provide
“deferred compensation” that is subject to the requirements of Code Section 409A. Each participant will be identified as
a Specified Employee in accordance with Code Section 409A, including with respect to the merger of the Company with any other
company or any spin-off or similar transaction, and such identification shall apply for the 12-month period commencing on the first
day of the fourth month following the identification date. Notwithstanding the foregoing, no participant shall be a Specified
Employee unless the stock of the Company (or other member of a “controlled group of corporations” as determined under
Code Section 1563) is publicly traded on an established securities market (or otherwise) as of the date of the participant’s
“separation from service” as defined in Code Section 409A.


10.18.    
Prior Plan. Notwithstanding the adoption of this Plan by the Board of Directors and its approval by the shareholders, the
Company’s 2008 Equity Incentive Plan, as it has been amended from time to time (the “Prior Plan”), shall remain in effect,
and all grants and awards made under the Prior Plan shall be governed by the terms of the Prior Plan. From and after the Effective Date,
no further grants and awards shall be made under the Prior Plan.




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