Exhibit 4.1


 


Tribal
Rides International Corp 


2020
STOCK INCENTIVE PLAN


 


 


THE 2020 STOCK INCENTIVE PLAN
(the “Plan”) of Tribal Rides International Corp., a Nevada corporation, is hereby adopted by its Board of Directors
as of June 20, 2020 (the “Effective Date”).


 


Article
1.


PURPOSES
OF THE PLAN


 


Section 1.01        
Purposes. The purposes of the Plan are (a) to enhance the Company’s ability to attract and retain the services of qualified
employees, officers, directors, consultants, and other service providers upon whose judgment, initiative and efforts the successful conduct
and development of the Company’s business largely depends, and (b) to provide additional incentives to such persons or entities
to devote their utmost effort and skill to the advancement and betterment of the Company, by providing them an opportunity to participate
in the ownership of the Company and thereby have an interest in the success and increased value of the Company.


 


Article
2.


DEFINITIONS


 


For purposes of this Plan,
terms not otherwise defined herein shall have the meanings indicated below:


 


Section 2.01        
Administrator. “Administrator” means the Board or, if the Board delegates responsibility for any matter to the
Committee, the term Administrator shall mean the Committee.


 


Section 2.02        
Affiliated Company. “Affiliated Company” means:


 


a)               
with respect to Incentive Options, any “parent corporation” or “subsidiary corporation” of the Company,
whether now existing or hereafter created or acquired, as those terms are defined in Sections 424(e) and 424(f) of the Code, respectively;
and


 


b)              
with respect to Nonqualified Options, Restricted Stock Units, Stock Appreciation Rights, and Restricted Stock Grants any entity
described in paragraph (a) of this Section 2.02 above, plus any other corporation, limited liability company (“LLC”),
partnership or joint venture, whether now existing or hereafter created or acquired, with respect to which the Company beneficially owns
more than fifty percent (50%) of: (1) the total combined voting power of all outstanding voting securities, or (2) the capital or profits
interests of an LLC, partnership or joint venture.


 


Section 2.03        
Base Price. “Base Price” means the price per share of Common Stock for purposes of computing the amount payable
to a Participant who holds a Stock Appreciation Right upon exercise thereof.


 


Section 2.04        
Board. “Board” means the Board of Directors of the Company.


 


Section 2.05        
Change in Control. Except as set forth below, “Change in Control” means:


 


a)               
The acquisition, directly or indirectly, in one (1) transaction or a series of related transactions, by any person or group (within
the meaning of Section 13(d)(3) of the Exchange Act) of the beneficial ownership of securities of the Company possessing more than fifty
percent (50%) of the total combined voting power of all outstanding securities of the Company;


 


b)              
A merger or consolidation in which the Company is not the surviving entity, except for a transaction in which the holders of the
outstanding voting securities of the Company immediately prior to such merger or consolidation hold as a result of holding the Company
securities prior to such transaction, in the aggregate, securities possessing more than fifty percent (50%) of the total combined voting
power of all outstanding voting securities of the surviving entity (or the parent of the surviving entity) immediately after such merger
or consolidation;


 


 


 






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c)               
A reverse merger in which the Company is the surviving entity but in which the holders of the outstanding voting securities of
the Company immediately prior to such merger hold, in the aggregate, securities possessing less than fifty percent (50%) of the total
combined voting power of all outstanding voting securities of the Company or of the acquiring entity immediately after such merger; or


 


d)              
The sale, transfer or other disposition (in one (1) transaction or a series of related transactions) of all or substantially all
of the assets of the Company, except for a transaction in which the holders of the outstanding voting securities of the Company immediately
prior to such transaction(s) receive as a distribution with respect to securities of the Company, in the aggregate, securities possessing
more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the acquiring entity immediately
after such transaction(s).


 


e)               
In addition, a Change in Control will be deemed to have occurred if, at any time during any period of twelve (12) consecutive months
during the term of any Option, as stated in the Option Exercise Documents, Restricted Stock Award Agreement, Restricted Stock Unit Agreement
or Stock Appreciation Right Agreement under this Plan, individuals who at the beginning of such period constituted the entire Board do
not for any reason constitute a majority of the Board, unless the election, or the nomination for election by the Company’s stockholders,
of each new director was approved by a vote of at least a majority of the directors then still in office who were directors at the beginning
of the period (but not including any new director whose election or nomination is in connection with an actual or threatened proxy contest
relating to the election of directors of the Company).


 


Notwithstanding the foregoing, a transaction will
not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A of
the Code.


 


Section 2.06        
Code. “Code” means the Internal Revenue Code of 1986, as amended from time to time.


 


Section 2.07        
Committee. “Committee” means a committee of two (2) or more members of the Board appointed to administer the Plan,
as set forth in Section 9.01.


 


Section 2.08        
Common Stock. “Common Stock” means the Common Stock of the Company, subject to adjustment pursuant to Section 4.02.


 


Section 2.09        
Company. “Company” means Tribal Rides International Corp., a Nevada corporation, or any entity that is a successor
to the Company. Except where the context otherwise requires, the term “Company” shall include any of the Company’s
present or future parent or subsidiary corporations.


 


Section 2.10        
Disability. “Disability” means permanent and total disability as defined in Section 22(e)(3) of the Code. The Administrator’s
determination of a Disability or the absence thereof shall be conclusive and binding on all interested parties.


 


Section 2.11        
Effective Date. “Effective Date” means the date on which the Plan was originally adopted by the Board, as set forth
on the first page hereof.


 


Section 2.12        
Exchange Act. “Exchange Act” means the Securities and Exchange Act of 1934, as amended.


 


Section 2.13        
Exercise Price. “Exercise Price” means the purchase price per share of Common Stock payable by the Optionee to
the Company upon exercise of an Option.


 


Section 2.14        
Fair Market Value. “Fair Market Value” on any given date means the value of one (1) share of Common Stock, determined
as follows: (i) the last sale before or the first sale after the grant date; (ii) the closing price on the trading day before or on the
grant date; (iii) the arithmetic mean (average) of the high and low prices on the trading day before or the trading day of the grant;
(iv) an average of the stock price (determined either based on the arithmetic mean or the average of such selling price, weighted based
on the volume of trading on each trading day during the period) over a fixed period occurring within 30 days before or after the grant;
or (v) any other reasonable valuation method using actual transactions. If there is no public trading market for the Common Stock, the
Administrator may determine the fair market value in good faith using any reasonable method of evaluation in a manner consistent with
the valuation principles under Section 409A of the Code, which determination shall be conclusive and binding on all interested parties.


 


 


 






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Section 2.15        
FINRA Dealer. “FINRA Dealer” means a broker-dealer that is a member of the Financial Industry Regulatory Authority.


 


Section 2.16        
Grant Form. “Grant Form” means the Grant of Stock Option form signed by both parties with respect to either an
Incentive Option or a Nonqualified Option, the form of which is set forth in Attachment 1 to this Plan.


 


Section 2.17        
Incentive Option. “Incentive Option” means any Option designated and qualified as an “incentive stock option”
as defined in Section 422 of the Code.


 


Section 2.18        
Nonqualified Option. “Nonqualified Option” means any Option that is not an Incentive Option.  To the extent
that any Option designated as an Incentive Option fails in whole or in part to qualify as an Incentive Option, including, without limitation,
for failure to meet the limitations applicable to a 10% Stockholder or because it exceeds the annual limit provided for in Section 5.07
below, it shall to that extent constitute a Nonqualified Option.


 


Section 2.19        
Option. “Option” means any option to purchase Common Stock granted pursuant to this Plan.


 


Section 2.20        
Option Exercise Documents. “Option Exercise Documents” means and includes the Option Exercise Form, the Grant Form,
the forms of which are set forth in Attachments 1 and 2 to this Plan, and any other agreements the Optionee is required to enter into
to exercise options.


 


Section 2.21        
Option Exercise Form. “Option Exercise Form” means the form identified as Exhibit A to the Grant Form.


 


Section 2.22        
Optionee. “Optionee” means any Participant who holds an Option.


 


Section 2.23        
Participant. “Participant” means an individual or entity that holds Options, Restricted Stock Units, Stock Appreciation
Rights, or Restricted Stock Awards under this Plan.


 


Section 2.24        
Performance Criteria. “Performance Criteria” means one (1) or more of the following as established by the Administrator,
which may be stated as a target percentage or dollar amount, a percentage increase over a base period percentage or dollar amount or the
occurrence of a specific event or events:


 


a)               
Revenue;


b)              
Gross profit;


c)               
Operating income;


d)              
Pre-tax income;  


e)               
Earnings before interest, taxes, depreciation and amortization (“EBITDA”);


f)               
Earnings per common share on a fully diluted basis (“EPS”);


g)              
Consolidated net income of the Company divided by the average consolidated common stockholders’ equity (“ROE”);


h)              
Cash and cash equivalents derived from either (i) net cash flow from operations, or (ii) net cash flow from operations, financings
and investing activities (“Cash Flow”);


i)                
Adjusted operating cash flow return on income;


j)                
Cost containment or reduction;


k)              
The percentage increase in the market price of the Company’s common stock over a stated period; and


l)                
Individual business objectives.


 


Section 2.25        
Restricted Stock Award. “Restricted Stock Award” means shares issued pursuant to the Restricted Stock Award Program
in Article 8.


 


Section 2.26        
Restricted Stock Award Agreement. “Restricted Stock Award Agreement” means the written agreement entered into between
the Company and a Participant evidencing the grant of Restricted Stock Awards under the Plan, the form of which is set forth in Attachment
3 to this Plan.


 


 


 






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Section 2.27        
Restricted Stock Award Program. “Restricted Stock Award Program” means the program to issue restricted shares pursuant
to Article 8.


 


Section 2.28        
Restricted Stock Unit. “Restricted Stock Unit” means a right to receive an amount equal to the Fair Market Value
of one (1) share of Common Stock, issued pursuant to Article 6, subject to any restrictions and conditions as are established pursuant
to Article 6.


 


Section 2.29        
Restricted Stock Unit Agreement. “Restricted Stock Unit Agreement” means the written agreement entered into between
the Company and a Participant evidencing the grant of Restricted Stock Units under the Plan, the form of which is set forth in Attachment
4 to this Plan.


 


Section 2.30        
Service. “Service” means the provision of services to the Company or any Affiliated Company by a person in the
capacity of an employee, a non-employee member of the board of directors, officer, or a Service Provider, except to the extent otherwise
specifically provided in the documents evidencing the grant of an award under this Plan.


 


Section 2.31        
Service Provider. “Service Provider” means a consultant or other person or entity the Administrator authorizes
to become a Participant in the Plan and who provides services to (i) the Company, (ii) an Affiliated Company, or (iii) any other business
venture designated by the Administrator in which the Company or an Affiliated Company has a significant ownership interest.


 


Section 2.32        
Stock Appreciation Right. “Stock Appreciation Right” means a right issued pursuant to Article 7, subject to any
restrictions and conditions as are established pursuant to Article 7 that is designated as a Stock Appreciation Right.


 


Section 2.33        
Stock Appreciation Right Agreement. “Stock Appreciation Right Agreement” means the written agreement entered into
between the Company and a Participant evidencing the grant of Stock Appreciation Rights under the Plan, the form of which is set forth
in Attachment 5 to this Plan.


 


Section 2.34        
10% Stockholder. “10% Stockholder” means a person who, as of a relevant date, owns or is deemed to own (by reason
of the attribution rules applicable under Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company or of an Affiliated Company.


 


Article
3. 


ELIGIBILITY


 


Section 3.01        
Incentive Options. Only employees of the Company or of an Affiliated Company (including members of the Board if they are employees
of the Company or of an Affiliated Company) are eligible to receive Incentive Options under the Plan.


 


Section 3.02        
Nonqualified Options; Restricted Stock Units and Stock Appreciation Rights. Employees and officers of the Company or of an
Affiliated Company, members of the Board (whether or not employed by the Company or an Affiliated Company), and Service Providers are
eligible to receive Nonqualified Options, Restricted Stock Units, and Stock Appreciation Rights under the Plan.


 


Section 3.03        
Section 162(m) Limitation. Subject to adjustment as to the number and kind of shares pursuant to Section 4.02, in no event
shall any Participant be granted in any one (1) calendar year any award that does not qualify as “performance-based compensation”
under Section 162(m) of the Code. In granting awards which are intended to qualify under Section 162(m) of the Code, the Administrator
shall follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the award under
Section 162(m) of the Code (e.g., in determining the Performance Criteria), provided that no action by the Company or the Administrator
shall be deemed to be a promise that any such award will be “performance-based compensation” under such section.


 


 


 






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Article
4.


PLAN
SHARES


 


Section 4.01        
Shares Subject to the Plan. The number of shares of Common Stock that may be issued under this Plan shall be 2,500,000 shares
of Common Stock, subject to adjustment as to the number and kind of shares pursuant to Section 4.02. For purposes of this limitation,
in the event that (a) all or any portion of any Options or Stock Appreciation Rights granted under the Plan can no longer under any circumstances
be exercised, (b) any shares of Common Stock are reacquired by the Company pursuant to the Option Exercise Documents, or (c) all or any
portion of any Restricted Stock Units or Restricted Stock Awards granted under the Plan are forfeited or can no longer under any circumstances
vest, the shares of Common Stock allocable to or covered by the unexercised or unvested portion of such Options, Stock Appreciation Rights,
Restricted Stock Units, or Restricted Stock Awards, or the shares of Common Stock so reacquired shall again be available for grant or
issuance under the Plan. The following shares of Common Stock may not again be made available for issuance as awards under the Plan: (i)
shares of Common Stock not issued or delivered as a result of the net settlement of outstanding Stock Appreciation Rights or Options,
(ii) shares of Common Stock used to pay the Exercise Price related to outstanding Options, (iii) shares of Common Stock used to pay withholding
taxes related to outstanding Options, Stock Appreciation Rights, Restricted Stock Units, or Restricted Stock Awards, or (iv) shares of
Common Stock repurchased on the open market with the proceeds of the Option Exercise Price.


 


Section 4.02        
Changes in Capital Structure. In the event that the outstanding shares of Common Stock are hereafter increased or decreased
or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of a recapitalization,
stock split, reverse stock split, reclassification, stock dividend, or other change in the capital structure of the Company, then appropriate
adjustments shall be made by the Administrator to the aggregate number and kind of shares subject to this Plan, the number and kind of
shares and the price per share subject to or covered by outstanding Option Exercise Documents, Restricted Stock Award Agreement, Restricted
Stock Unit Agreement or Stock Appreciation Right Agreement and the limit on the number of shares under Section 3.03, all in order to preserve,
as nearly as practical, but not to increase, the benefits to Participants.


 


Section 4.03        
Limitation on Number of Shares. The total number of shares of Common Stock issuable under this Plan shall not exceed 30% of
the then outstanding shares of Common Stock (with convertible preferred or convertible senior common shares counted on an as if converted
basis), unless a percentage higher than 30% is approved by at least two-thirds (2/3) of the outstanding securities entitled to vote.


 


Article
5.


OPTIONS


 


Section 5.01        
Grant of Stock Options.  The Administrator shall have the right to grant pursuant to this Plan, Options subject to such
terms, restrictions, and conditions as the Administrator may determine at the time of grant.  Such conditions may include, but are
not limited to, continued provision of Service or the achievement of specified performance goals or objectives established by the Administrator
with respect to one (1) or more Performance Criteria, which require the Administrator to certify in writing whether and the extent to
which such Performance Criteria were achieved.


 


Section 5.02        
Option Exercise Documents. Each Option granted pursuant to this Plan shall be evidenced by Option Exercise Documents which
shall specify the number of shares subject thereto, vesting provisions relating to such Option, the Exercise Price per share, and whether
the Option is an Incentive Option or Nonqualified Option. As soon as is practical following the grant of an Option, Option Exercise Documents
shall be duly executed and delivered by or on behalf of the Company to the Optionee to whom such Option was granted.  Each Option
Exercise Document shall be in such form and contain such additional terms and conditions, not inconsistent with the provisions of this
Plan, as the Administrator shall, from time to time, deem desirable.


 


Section 5.03        
Exercise Price. The Exercise Price per share of Common Stock covered by each Option shall be determined by the Administrator,
subject to the following:  (a) the Exercise Price of an Incentive Option shall not be less than 100% of Fair Market Value on the
date the Incentive Option is granted, (b) the Exercise Price of a Nonqualified Option shall not be less than 100% of Fair Market Value
on the date the Nonqualified Option is granted, and (c) if the person to whom an Incentive Option is granted is a 10% Stockholder on the
date of grant, the Exercise Price shall not be less than 110% of Fair Market Value on the date the Incentive Option is granted. However,
an Option may be granted with an Exercise Price lower than that set forth in the preceding sentence if such Option is granted pursuant
to an assumption or substitution for another option in a manner satisfying the provisions of Sections 409A and 424 of the Code.


 


 


 






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Section 5.04        
Payment of Exercise Price. Payment of the Exercise Price shall be made upon exercise of an Option and may be made, in the discretion
of the Administrator, subject to any legal restrictions, by: (a) cash; (b) check; (c) the surrender of shares of Common Stock owned by
the Optionee (provided that shares acquired pursuant to the exercise of options granted by the Company must have been held by the Optionee
for the requisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes), which surrendered
shares shall be valued at Fair Market Value as of the date of such exercise; (d) the cancellation of indebtedness of the Company to the
Optionee; (e) the waiver of compensation due or accrued to the Optionee for services rendered; (f) provided that a public market
for the Common Stock exists, a “same day sale” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably
elects to exercise the Option and to sell a portion of the shares so purchased to pay for the Exercise Price and whereby the FINRA Dealer
irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Company; (g) provided that a public market
for the Common Stock exists, a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects
to exercise the Option and to pledge the shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA
Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such shares to forward the
Exercise Price directly to the Company; or (h) any combination of the foregoing methods of payment or any other consideration or method
of payment as shall be permitted by applicable law and approved by the Administrator.


 


Section 5.05        
Term and Termination of Options. The term and provisions for termination of each Option shall be as fixed by the Administrator,
but no Option may be exercisable more than ten (10) years after the date it is granted.  An Incentive Option granted to a person
who is a 10% Stockholder on the date of grant shall not be exercisable more than five (5) years after the date it is granted.


 


Section 5.06        
Vesting and Exercise of Options. Each Option shall vest and become exercisable in one (1) or more installments at such time
or times and subject to such conditions, including without limitation the achievement of specified performance goals or objectives established
with respect to one (1) or more Performance Criteria, as shall be determined by the Administrator.


 


Section 5.07        
Annual Limit on Incentive Options. To the extent required for “incentive stock option” treatment under Section
422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the Common Stock with respect to which Incentive
Options granted under this Plan and any other plan of the Company or any Affiliated Company become exercisable for the first time by an
Optionee during any calendar year shall not exceed $100,000.


 


Section 5.08        
Restrictions. Options may not be sold, pledged or otherwise encumbered or disposed of and shall not be assignable or transferable
except by will, the laws of descent and distribution or pursuant to a domestic relations order entered by a court in settlement of marital
property rights, except as specifically provided in the Stock Option Agreement or as authorized by the Administrator, and subject to Section
13.01 of this Plan.


 


Section 5.09        
Effect of Termination of Service, Death, or Disability.


 


a)               
Unless otherwise provided by the Administrator, any unvested Options held by the Optionee at the time of termination of Service,
Disability or death, will expire immediately upon the occurrence of any such event.


 


b)              
The following provisions shall govern the exercise of any vested Options held by the Optionee at the time of termination of Service,
Disability, or death:


 


(1)            
Should the Optionee’s Service be terminated for cause, then the Options shall terminate on the date Service is terminated.


 


(2)            
Should the Optionee’s Service be terminated for Disability, then the Optionee shall have a period of six (6) months following
the date of such termination during which to exercise each outstanding Option held by such Optionee at the time of Disability.


 


(3)            
If the Optionee dies while holding an outstanding Option, then the personal representative of his or her estate or the person or
persons to whom the Option is transferred pursuant to the Optionee’s will or the laws of inheritance shall have six (6) months following
the date of the Optionee’s death to exercise such Option.


 


(4)            
Should Optionee’s Service be terminated by reason other than for cause, Disability, or death, then the Optionee shall have
a period of thirty (30) days following the date of such termination during which to exercise each outstanding Option held by such Optionee.


 


 


 






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(5)            
Under no circumstances, however, shall any such Option be exercisable after the specified expiration of the Option term.


 


(6)            
During the applicable post-Service exercise period, the Option may not be exercised in the aggregate for more than the number of
vested shares for which the Option is exercisable on the date of the Optionee’s termination of Service. Upon the expiration of the
applicable exercise period or (if earlier) upon the expiration of the Option term, the Option shall terminate and cease to be outstanding
for any Option which has not been exercised.


 


c)               
The Administrator shall have the discretion, exercisable either at the time an Option is granted or at any time while the Option
remains outstanding, to provide either or both of the following, in whole or in part as to any Options:


 


(1)            
extend the period of time for which the Option is to remain exercisable following Optionee’s termination of Service or death
from the limited period otherwise in effect for that Option to such greater period of time as the Administrator shall deem appropriate,
but in no event beyond the expiration of the Option term;


 


(2)            
permit the Option to be exercised, during the applicable post-termination exercise period, not only with respect to the number
of vested shares of Common Stock for which such Option is exercisable at the time of the Optionee’s termination of Service but also
with respect to one (1) or more additional installments in which the Optionee would have vested under the Option had the Optionee continued
Service.


 


Section 5.10        
Rights as a Stockholder. An Optionee or permitted transferee of an Option shall have no rights or privileges as a stockholder
with respect to any shares covered by an Option until such Option has been duly exercised and certificates representing shares purchased
upon such exercise have been issued to such person.


 


Article
6.


RESTRICTED
STOCK UNITS


 


Section 6.01        
Grants of Restricted Stock Units. The Administrator shall have the right to grant pursuant to this Plan Restricted Stock Units
subject to such terms, restrictions, and conditions as the Administrator may determine at the time of grant.  Such conditions may
include, but are not limited to, continued employment or the achievement of specified performance goals or objectives established by the
Administrator with respect to one (1) or more Performance Criteria, which require the Administrator to certify in writing whether and
the extent to which such Performance Criteria were achieved.


 


Section 6.02          
Restricted Stock Unit Agreements. A Participant shall have no rights with respect to the Restricted Stock Units covered by
a Restricted Stock Unit Agreement until the Participant has executed and delivered to the Company the applicable Restricted Stock Unit
Agreement. Each Restricted Stock Unit Agreement shall be in such form, and shall set forth such other terms, conditions, and restrictions
of the Restricted Stock Unit Agreement, not inconsistent with the provisions of this Plan, as the Administrator shall, from time to time,
deem desirable. Each such Restricted Stock Unit Agreement may be different from each other Restricted Stock Unit Agreement.


 


Section 6.03        
Vesting of Restricted Stock Units. The Restricted Stock Unit Agreement shall specify the date or dates, the performance goals,
if any, established by the Administrator with respect to one (1) or more Performance Criteria that must be achieved, and any other conditions
on which the Restricted Stock Units may vest. Except as otherwise provided by the Administrator, should the Participant cease to remain
in Service while holding one (1) or more unvested Restricted Stock Units, should the performance objectives not be attained with respect
to one (1) or more such unvested Restricted Stock Units, or in the event of the death or Disability of the Participant, then those Restricted
Stock Units shall be immediately surrendered to the Company for cancellation, and the Participant shall have no further shareholder rights
with respect to those Restricted Stock Units.


 


 


 






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Section 6.04        
Form and Timing of Settlement. Settlement in respect of vested Restricted Stock Units will be automatic upon vesting thereof.
 Payment in respect thereof will be made no later than thirty (30) days thereafter and may, in the discretion of the Administrator,
be in cash, shares of Common Stock of equivalent Fair Market Value as of the date of exercise, or a combination of both, except as specifically
provided in the Restricted Stock Unit Agreement.


 


Section 6.05        
Rights as a Stockholder. Holders of Restricted Stock Units shall have no rights or privileges as a stockholder with respect
to any shares of Common Stock covered thereby unless and until they become owners of shares of Common Stock following settlement in respect
of such Restricted Stock Units, in whole or in part, in shares of Common Stock pursuant to their respective Restricted Stock Unit Agreements
and the terms and conditions of the Plan.


 


Section 6.06        
Restrictions. Restricted Stock Units may not be sold, pledged or otherwise encumbered or disposed of and shall not be assignable
or transferable except by will, the laws of descent and distribution or pursuant to a domestic relations order entered by a court in settlement
of marital property rights, except as specifically provided in the Restricted Stock Unit Agreement or as authorized by the Administrator,
and subject to Section 13.01 of this Plan.


 


Article
7.


STOCK
APPRECIATION RIGHTS


 


Section 7.01        
Grants of Stock Appreciation Rights. The Administrator shall have the right to grant pursuant to this Plan, Stock Appreciation
Rights subject to such terms, restrictions and conditions as the Administrator may determine at the time of grant. Such conditions may
include, but are not limited to, continued employment or the achievement of specified performance goals or objectives established by the
Administrator with respect to one (1) or more Performance Criteria, which require the Administrator to certify in writing whether and
the extent to which such Performance Criteria were achieved.


 


Section 7.02        
Stock Appreciation Right Agreements. A Participant shall have no rights with respect to the Stock Appreciation Rights covered
by a Stock Appreciation Right Agreement until the Participant has executed and delivered to the Company the applicable Stock Appreciation
Right Agreement. Each Stock Appreciation Right Agreement shall be in such form, and shall set forth the Base Price and such other terms,
conditions and restrictions of the Stock Appreciation Right Agreement, not inconsistent with the provisions of this Plan, as the Administrator
shall, from time to time, deem desirable. Each such Stock Appreciation Right Agreement may be different from each other Stock Appreciation
Right Agreement.


 


Section 7.03        
Base Price. The Base Price per share of Common Stock covered by each Stock Appreciation Right shall be determined by the Administrator
and will be not less than 100% of Fair Market Value on the date the Stock Appreciation Right is granted.  However, a Stock Appreciation
Right may be granted with a Base Price lower than that set forth in the preceding sentence if such Stock Appreciation Right is granted
pursuant to an assumption or substitution for another stock appreciation right in a manner satisfying the provisions of Section 409A of
the Code.


 


Section 7.04        
Term and Termination of Stock Appreciation Rights. The term and provisions for termination of each Stock Appreciation Right
shall be as fixed by the Administrator, but no Stock Appreciation Right may be exercisable more than ten (10) years after the date it
is granted.


 


Section 7.05        
Vesting and Exercise of Stock Appreciation Rights. Each Stock Appreciation Right shall vest and become exercisable in one (1)
or more installments at such time or times and subject to such conditions, including without limitation the achievement of specified performance
goals or objectives established with respect to one (1) or more Performance Criteria, as shall be determined by the Administrator.


 


Section 7.06        
Effect of Termination of Service, Death, or Disability.


 


a)               
Unless otherwise provided by the Administrator, any unvested Stock Appreciation Right held by the Participant at the time of termination
of Service, Disability or death, will expire immediately upon the occurrence of any such event.


 


b)              
The following provisions shall govern the exercise of any vested Stock Appreciation Right held by the Participant at the time of
termination of Service, Disability, or death:


 


 


 






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(1)            
Should the Participant’s Service be terminated for cause, then the Stock Appreciation Rights shall terminate on the date
Service is terminated.


 


(2)            
Should the Participant’s Service be terminated for Disability, then the Participant shall have a period of six (6) months
following the date of such termination during which to exercise each outstanding Stock Appreciation Right held by such Participant at
the time of Disability.


 


(3)            
If the Participant dies while holding an outstanding Stock Appreciation Right, then the personal representative of his or her estate
or the person or persons to whom the Stock Appreciation Right is transferred pursuant to the Participant’s will or the laws of inheritance
shall have six (6) months following the date of the Participant’s death to exercise such Stock Appreciation Right.


 


(4)            
Should Participant’s Service be terminated by reason other than for cause, Disability, or death, then the Participant shall
have a period of thirty (30) days following the date of such termination during which to exercise each outstanding Stock Appreciation
Right held by such Participant.


 


(5)            
Under no circumstances, however, shall any such Stock Appreciation Right be exercisable after the specified expiration of the Stock
Appreciation Right term.


 


c)               
The Administrator shall have the discretion, exercisable either at the time a Stock Appreciation Right is granted or at any time
while the Stock Appreciation Right remains outstanding, to extend the period of time for which the Stock Appreciation Right is to remain
exercisable following Participant’s termination of Service or death from the limited period otherwise in effect for that Stock Appreciation
Right to such greater period of time as the Administrator shall deem appropriate, but in no event beyond the expiration of the Stock Appreciation
Right term;


 


Section 7.07        
Amount, Form and Timing of Settlement. Upon exercise of a Stock Appreciation Right, the Participant who holds such Stock Appreciation
Right will be entitled to receive payment from the Company in an amount equal to the product of (a) the difference between the Fair Market
Value of a share of Common Stock on the date of exercise over the Base Price per share of Common Stock covered by such Stock Appreciation
Right and (b) the number of shares of Common Stock with respect to which such Stock Appreciation Right is being exercised. Payment in
respect thereof will be made no later than thirty (30) days after such exercise, provided that such payment will be made in a manner such
that no amount of compensation will be treated as deferred under Treasury Regulation Section 1.409A-1(b)(5)(i)(D).  Such payment
may, in the discretion of the Administrator, be in cash, shares of Common Stock of equivalent Fair Market Value as of the date of exercise,
or a combination of both, except as specifically provided in the Stock Appreciation Right Agreement.


 


Section 7.08        
Rights as a Stockholder. Holders of Stock Appreciation Rights shall have no rights or privileges as a stockholder with respect
to any shares of Common Stock covered thereby unless and until they become owners of shares of Common Stock following settlement in respect
of such Stock Appreciation Rights, in whole or in part, in shares of Common Stock pursuant to their respective Stock Appreciation Right
Agreements and the terms and conditions of the Plan.


 


Section 7.09        
Restrictions. Stock Appreciation Rights may not be sold, pledged or otherwise encumbered or disposed of and shall not be assignable
or transferable except by will, the laws of descent and distribution or pursuant to a domestic relations order entered by a court in settlement
of marital property rights, except as specifically provided in the Stock Appreciation Right Agreement or as authorized by the Administrator,
and subject to Section 13.01 of this Plan.


 


 


 






    	 	9	 



     


    

 


Article
8.


RESTRICTED STOCK AWARDS PROGRAM


 


Section 8.01        
Restricted Stock Award Terms. Shares of Common Stock may be issued under the Restricted Stock Awards Program through direct
and immediate issuances of Restricted Stock Awards without any intervening option grants. Each such stock grant shall be evidenced by
a Restricted Stock Awards Agreement which complies with the terms specified below.


 


Section 8.02        
Cost of Shares. Grants of Restricted Stock Awards under the Restricted Stock Awards Program shall be made at such cost as the
Administrator shall determine and may be issued for no monetary consideration, subject to applicable state law.


 


Section 8.03        
Vesting Provisions.


 


a)               
Each Restricted Stock Award shall vest and become exercisable in one (1) or more installments at such time or times and subject
to such conditions, including without limitation the achievement of specified performance goals or objectives established with respect
to one (1) or more Performance Criteria, as shall be determined by the Administrator.


 


a)               
Any new, substituted or additional securities or other property (including money paid other than as a regular cash dividend) which
the Participant may have the right to receive with respect to the Participant’s unvested Restricted Stock Awards by reason of any
stock dividend, stock split, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common
Stock as a class without the Company’s receipt of consideration shall be issued subject to (i) the same vesting requirements applicable
to the Participant’s unvested Restricted Stock Awards and (ii) such escrow arrangements as the Administrator shall deem appropriate.


 


b)              
Unless specified otherwise in the Restricted Stock Awards Agreement, the Participant shall have full shareholder rights with respect
to any Restricted Stock Awards issued to the Participant under the Restricted Stock Awards Program, whether or not the Participant’s
interest in those shares is vested, and accordingly, the Participant shall have the right to vote such shares and to receive any regular
cash dividends paid on such shares.


 


c)               
Should the Participant cease to remain in Service while holding one (1) or more unvested Restricted Stock Awards issued under the
Restricted Stock Awards Program or should the performance objectives not be attained with respect to one (1) or more such unvested Restricted
Stock Awards, then those shares shall be immediately surrendered to the Company for cancellation, and the Participant shall have no further
shareholder rights with respect to those shares. To the extent the surrendered shares were previously issued to the Participant for consideration
paid in cash or cash equivalent (including the Participant’s purchase-money indebtedness), the Company shall repay to the Participant
the cash consideration paid for the surrendered shares and shall cancel the unpaid principal balance of any outstanding purchase-money
note of the Participant attributable to such surrendered shares.


 


d)              
The Administrator may in its discretion waive the surrender and cancellation of one (1) or more unvested Restricted Stock Awards
(or other assets attributable thereto) which would otherwise occur upon the non-completion of the vesting schedule applicable to such
shares. Such waiver shall result in the immediate vesting of the Participant’s interest in the Restricted Stock Awards as to which
the waiver applies. Such waiver may be effected at any time, whether before or after the Participant’s cessation of Service or the
attainment or non-attainment of the applicable performance objectives.


 


Section 8.04        
Restrictions. Unvested Restricted Stock Awards may not be sold, pledged or otherwise encumbered or disposed of and shall
not be assignable or transferable except by will, the laws of descent and distribution or pursuant to a domestic relations order entered
by a court in settlement of marital property rights, except as specifically provided in the Restricted Stock Award Agreement or as authorized
by the Administrator, and subject to Section 13.01 of this Plan.


 


Section 8.05        
Share Escrow/Legends. Stock certificates evidencing any unvested Restricted Stock Awards may, in the Administrator’s
discretion, be held in escrow by the Company until the Participant’s interest in such shares vests or may be issued directly to
the Participant with restrictive legends on the certificates evidencing those unvested shares.


 


 


 






    	 	10	 



     


    

 


Article
9. 


ADMINISTRATION
OF THE PLAN


 


Section 9.01        
Administrator. Authority to control and manage the operation and administration of the Plan shall be vested in the Board, which
may delegate such responsibilities in whole or in part to a committee consisting of two (2) or more members of the Board (the “Committee”),
each of whom shall meet the independence requirements under the then applicable rules, regulations or listing requirements of the principal
exchange on which the Company’s shares of Common Stock are then listed or admitted to trading or as otherwise determined by the
Board.  Members of the Committee may be appointed from time to time by, and shall serve at the pleasure of, the Board. The Board
may limit the composition of the Committee to those persons necessary to comply with the requirements of Section 162(m) of the Code and
Section 16 of the Exchange Act. As used herein, the term “Administrator” means the Board or, with respect to any matter as
to which responsibility has been delegated to the Committee, the term Administrator shall mean the Committee.


 


Section 9.02        
Powers of the Administrator. In addition to any other powers or authority conferred upon the Administrator elsewhere in this
Plan or by law, the Administrator shall have full power and authority:  (a) to determine the persons to whom, and the time or
times at which, Incentive Options, Nonqualified Options, Restricted Stock Units, Stock Appreciation Rights, or Restricted Stock Awards
shall be granted, the number of shares to be represented by Option Exercise Documents, and the Exercise Price of such Options and the
Base Price of such Stock Appreciation Rights; (b) to interpret the Plan; (c) to create, amend or rescind rules and regulations
relating to the Plan; (d) to determine the terms, conditions and restrictions contained in, and the form of, Option Exercise Documents,
Restricted Stock Awards Agreement, Restricted Stock Unit Agreement, or Stock Appreciation Right Agreement; (e) to determine the identity
or capacity of any persons who may be entitled to exercise a Participant’s rights under any Option Exercise Documents, Restricted
Stock Awards Agreement, Restricted Stock Unit Agreement, or Stock Appreciation Right Agreement under the Plan; (f) to correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in any Option Exercise Documents, Restricted Stock Awards
Agreement, Restricted Stock Unit Agreement, or Stock Appreciation Right Agreement; (g) to accelerate the vesting of any Option, Restricted
Stock Unit, Stock Appreciation Right, or Restricted Stock Award; (h) to extend the expiration date of any Option Exercise Documents,
Restricted Stock Awards Agreement, Restricted Stock Unit Agreement, or Stock Appreciation Right Agreement; (i) subject to Section
9.03, to amend outstanding Option Exercise Documents, Restricted Stock Awards Agreement, Restricted Stock Unit Agreement, or Stock Appreciation
Right Agreement to provide for, among other things, any change or modification which the Administrator could have included in the original
agreement or in furtherance of the powers provided for herein; and (j) to make all other determinations necessary or advisable for
the administration of this Plan, but only to the extent not contrary to the express provisions of this Plan.  Any action, decision,
interpretation or determination made in good faith by the Administrator in the exercise of its authority conferred upon it under this
Plan shall be final and binding on the Company and all Participants.  Notwithstanding any term or provision in this Plan, the Administrator
shall not have the power or authority, by amendment or otherwise to extend the expiration date of an Option, Restricted Stock Unit or
Stock Appreciation Right beyond the tenth (10th) anniversary of the date such Option or Stock Appreciation Right was granted.


 


Section 9.03        
Repricing Prohibited. Subject to Section 4.02, and except in connection with a corporate transaction involving the Company
(including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, or exchange of shares), neither the Committee nor the Board shall amend the terms of outstanding
awards to reduce the Exercise Price of outstanding Options or the Base Price of outstanding Stock Appreciation Rights or cancel outstanding
Options, Stock Appreciation Rights, or Restricted Stock Awards in exchange for cash, other awards or Options with an Exercise Price that
is less than the Exercise Price of the original Options or Stock Appreciation Rights with a Base Price that is less than the Base Price
of the original Stock Appreciation Rights, without approval of the Company’s stockholders, evidenced by a majority of votes cast.


 


Section 9.04        
Limitation on Liability; Indemnification.  No employee of the Company or member of the Board or Committee shall be subject
to any liability with respect to duties under the Plan unless the person acts fraudulently or in bad faith.  To the extent permitted
by law, the Company shall indemnify each member of the Board or Committee, and any employee of the Company with duties under the Plan,
who was or is a party, or is threatened to be made a party, to any threatened, pending or completed proceeding, whether civil, criminal,
administrative or investigative, by reason of such person’s conduct in the performance of duties under the Plan.


 


 


 






    	 	11	 



     


    

 


Article
10.


CHANGE IN CONTROL


 


Section 10.01     
Options and Stock Appreciation Rights. Vesting of all outstanding Options or Stock Appreciation Rights shall accelerate automatically
effective as of immediately prior to the consummation of the Change in Control. In connection with such acceleration, the Administrator
in its discretion may provide, in connection with the Change in Control transaction, for the purchase or exchange of each Option or Stock
Appreciation Right for an amount of cash or other property having a value equal to (i) with respect to each Option, the amount (or “spread”)
by which, (x) the value of the cash or other property that the Optionee would have received pursuant to the Change in Control transaction
in exchange for the shares issuable upon exercise of the Option had the Option been exercised immediately prior to the Change in Control,
exceeds (y) the Exercise Price of the Option, and (ii) with respect to each Stock Appreciation Right, the value of the cash or other property
that the Participant would have received had the Stock Appreciation Right been exercised immediately prior to the Change in Control. The
Administrator shall have the discretion to provide in each Option Exercise Document other terms and conditions that relate to vesting
of such Option or Stock Appreciation Right in the event of a Change in Control. The aforementioned terms and conditions may vary in each
Option Exercise Document and may be different from and have precedence over the provisions set forth in this Section 10.01.


 


Section 10.02     
Restricted Stock Units and Restricted Stock Awards. All Restricted Stock Units and unvested Restricted Stock Awards shall vest
in full effective as of immediately prior to the consummation of the Change in Control. In connection with such acceleration, the Administrator
in its discretion may provide, in connection with the Change in Control transaction, for the purchase or exchange of each Restricted Stock
Unit or Restricted Share for an amount of cash or other property having a value equal to the value of the cash or other property that
the Participant would have received had the Restricted Stock Unit or Restricted Share vested immediately prior to the Change in Control.
The Administrator shall have the discretion to provide in each agreement other terms and conditions that relate to vesting of such Restricted
Stock Units and Restricted Stock Awards in the event of a Change in Control. The aforementioned terms and conditions may vary in each
agreement, and may be different from and have precedence over the provisions set forth in this Section 10.02.


 


Article
11.


AMENDMENT AND TERMINATION OF THE PLAN


 


Section 11.01     
Amendments. The Board may from time to time alter, amend, suspend or terminate this Plan in such respects as the Board may
deem advisable. No such alteration, amendment, suspension or termination shall be made which shall substantially affect or impair the
rights of any Participant under an outstanding Option Exercise Documents, Restricted Stock Awards Agreement, Restricted Stock Unit Agreement,
and Stock Appreciation Right Agreement without such Participant’s consent. Shareholder approval is required for any amendment which
increases the number of shares that may be issued under the Plan. The Board may alter or amend the Plan to comply with requirements under
the Code relating to Incentive Options or other types of options which gives Optionees more favorable tax treatment than that applicable
to Options granted under this Plan as of the date of its adoption. Upon any such alteration or amendment, any outstanding Option granted
hereunder may, if the Administrator so determines and if permitted by applicable law, be subject to the more favorable tax treatment afforded
to an Optionee pursuant to such terms and conditions. The Plan Administrator may revise or amend the grant forms attached to this Plan.


 


Section 11.02     
Plan Termination. Unless this Plan shall theretofore have been terminated, the Plan shall terminate on the tenth (10th) anniversary
of the Effective Date and no Options, Restricted Stock Units, Stock Appreciation Rights, or Restricted Stock Awards may be granted under
the Plan thereafter, but Option Exercise Documents, Restricted Stock Awards Agreement, Restricted Stock Unit Agreements, and Stock Appreciation
Right Agreements then outstanding shall continue in effect in accordance with their respective terms.


 


Article
12.


TAXES


 


Section 12.01     
Withholding. The Company shall have the power to withhold, or require a Participant to remit to the Company, an amount sufficient
to satisfy any applicable Federal, state, and local tax withholding requirements with respect to any Options, Restricted Stock Units,
Stock Appreciation Rights, or Restricted Stock Awards. To the extent permissible under applicable tax, securities and other laws, the
Administrator may, in its sole discretion and upon such terms and conditions as it may deem appropriate, permit a Participant to satisfy
his or her obligation to pay any such tax, in whole or in part, up to an amount determined on the basis of the highest marginal tax rate
applicable to such Participant, by (a) directing the Company to apply shares of Common Stock to which the Participant is entitled as a
result of the exercise of an Option or Stock Appreciation Right or vesting of a Restricted Stock Unit or Restricted Share, or (b) delivering
to the Company shares of Common Stock owned by the Participant. The shares of Common Stock so applied or delivered in satisfaction of
the Participant’s tax withholding obligation shall be valued at their Fair Market Value as of the date of measurement of the amount
of income subject to withholding.


 


 


 






    	 	12	 



     


    

 


Section 12.02     
Compliance with Section 409A of the Code. Options, Restricted Stock Units, Stock Appreciation Rights, and Restricted Stock
Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements
of Section 409A of the Code such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest
applicable under Section 409A of the Code, except as otherwise determined in the sole discretion of the Administrator. The Plan and each
Option Exercise Document, Restricted Stock Awards Agreement, Restricted Stock Unit Agreement, and Stock Appreciation Right Agreement is
intended to meet the requirements of Section 409A of the Code and will be construed and interpreted in accordance with such intent, except
as otherwise determined in the sole discretion of the Administrator. To the extent that an Option, Restricted Stock Unit, Stock Appreciation
Right, or Restricted Stock Award, or grant, payment, settlement or deferral thereof is subject to Section 409A of the Code such Option,
Restricted Stock Unit, Stock Appreciation Right, or Restricted Share will be granted, paid, settled or deferred in a manner that will
meet the requirements of Section 409A of the Code, such that the grant, payment, settlement or deferral thereof will not be subject to
the additional tax or interest applicable under Section 409A of the Code.


 


 


 


Article
13.


MISCELLANEOUS


 


Section 13.01     
Involuntary Transfer. In the event of any transfer by operation of law or other involuntary transfer (including divorce or
death) of all or a portion of any awards or shares granted pursuant to this Plan, whether vested or unvested, held by the record holder
thereof, the Company shall have the right to purchase all of the awards or shares transferred at the greater of the purchase price paid
by purchaser or the Fair Market Value of the awards or shares (as determined by the Board of Directors) on the date of transfer. Upon
such a transfer, the person acquiring the awards or shares shall promptly notify the Secretary of the Company of such transfer. The right
to purchase such awards or shares shall be provided to the Company for a period of thirty (30) days following receipt by the Company
of written notice by the person acquiring the awards or shares. Within thirty (30) days of receiving notice of the transfer or proposed
transfer, the Company shall notify the purchaser/acquirer or his or her executor of the price. If the purchaser/acquirer does not agree
with the Company’s valuation, the purchaser/acquirer may have the valuation determined by an independent appraiser to be mutually
agreed upon and paid for by the purchaser/acquirer and the Company.


 


Section 13.02     
Shareholder Approval of the Plan. The Plan shall be approved by a majority of the outstanding securities entitled to vote at
a duly called meeting or by majority written consent by the later of (i) within twelve (12) months before or after the date the Plan is
adopted, or (ii) prior to or within twelve (12) months of the granting of any Incentive Options or Nonqualified Options, or the issuance
of any Restricted Stock Units, Stock Appreciation Rights, or Restricted Stock Awards. If any Incentive Options or Nonqualified Options
is exercised, or any Restricted Stock Units, Stock Appreciation Rights, or Restricted Stock Awards is issued before security holder approval
is obtained, the award shall be rescinded if security holder approval is not obtained in the manner described in the preceding sentence.


 


Section 13.03     
Excess Awards. Awards may be granted under the Plan which are in each instance in excess of the number of shares of Common
Stock then available for issuance under the Plan, provided any excess shares actually issued under those programs shall be held in escrow
until there is obtained shareholder approval of an amendment or increase pursuant to Section 4.01 sufficiently increasing the number of
shares of Common Stock available for issuance under the Plan. If such shareholder approval is not obtained within twelve (12) months after
the date the first such excess issuances are made, then (i) any unexercised options granted on the basis of such excess shares shall terminate
and cease to be outstanding and (ii) the Company shall promptly refund to the Participants the exercise or purchase price paid for any
excess shares issued under the Plan and held in escrow, together with interest (at the applicable Short Term Federal Rate) for the period
the shares were held in escrow, and such shares shall thereupon be automatically canceled and cease to be outstanding.


 


Section 13.04     
Benefits Not Alienable. Other than as provided above, benefits under this Plan may not be assigned or alienated, whether voluntarily
or involuntarily. Any unauthorized attempt at assignment, transfer, pledge or other disposition shall be without effect.


 


Section 13.05     
No Enlargement of Employee Rights. This Plan is strictly a voluntary undertaking on the part of the Company and shall not be
deemed to constitute a contract between the Company and any Participant to be consideration for, or an inducement to, or a condition of,
the employment of any Participant. Nothing contained in the Plan shall be deemed to give the right to any Participant to be retained as
an employee of the Company or any Affiliated Company or to interfere with the right of the Company or any Affiliated Company to discharge
any Participant at any time.


 


 


 






    	 	13	 



     


    

 


Section 13.06     
Application of Funds. The proceeds received by the Company from the sale of Common Stock pursuant to Option Exercise Documents,
except as otherwise provided herein, will be used for general corporate purposes.


 


Section 13.07     
Annual Reports. During the term of this Plan, the Company will furnish to each Participant who does not otherwise receive such
materials, copies of all reports, proxy statements and other communications that the Company distributes generally to its stockholders,
including, but not limited to, annual financial statements.


 


Section 13.08     
Choice of Law and Venue.  The Plan and all related documents shall be governed by, and construed in accordance with, the
laws of the State of Nevada.  Acceptance of an award shall be deemed to constitute consent to the jurisdiction and venue of the courts
located in the State of Nevada for all purposes in connection with any suit, action or other proceeding relating to such award, including
the enforcement of any rights under the Plan or any agreement or other document, and shall be deemed to constitute consent to any process
or notice of motion in connection with such proceeding being served by certified or registered mail or personal service within or without
the State of Nevada, provided a reasonable time for appearance is allowed.


 


Section 13.09     
Rule 16b-3. With respect to Participants subject to Rule 16b-3 of the Exchange Act, transactions under the Plan are intended
to comply with all applicable provisions of Rule 16b-3. To the extent any provision of the Plan or action by the Plan Administrator fails
to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Plan Administrator.


 


Section 13.10     
Relationship to Other Plans. Nothing in this Plan shall prevent the Company or any Affiliated Company from adopting or continuing
other or additional compensation arrangements, including without limitation plans providing for the granting of options, restricted stock
units, stock appreciation rights, restricted stock awards, or other equity awards. Grants under the Plan may form a part of or otherwise
be related to such other or additional compensation arrangements.


 


Attachments:


 


		1.	Grant of Stock Option Form



 


		2.	Option Exercise Form and the Grant Form



 


		3.	Restricted Stock Award Agreement Form



 


		4.	Restricted Stock Unit Agreement Form



 


		5.	Stock Appreciation Right Agreement Form



 


 


 


 






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