Exhibit 4.04 


 


SMARTMETRIC,
INC.


 


2017
EQUITY COMPENSATION PLAN


 


		1.	Purposes
of the Plan. The purposes of this Plan are:



 


		•	to
attract and retain the best available personnel for positions of substantial responsibility,



 


		•	to
provide additional incentive to Employees, Directors and Consultants, and



 


		•	to
promote the success of the Company’s business.



 


The
Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Stock Appreciation Rights, Restricted
Stock Units, Performance Units, Performance Shares and Other Stock Based Awards.


 


		2.	Definitions.
As used herein, the following definitions will apply:



 


(a)
         “Administrator” means the Board or any of its Committees as will
be administering the Plan, in accordance with Section 4 of the Plan.


 


(b)
        “Applicable Laws” means the requirements relating to the administration
of equity-based awards or equity compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the
Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign
country or jurisdiction where Awards are, or will be, granted under the Plan.


 


(c)
         “Award” means, individually or collectively, a grant under the Plan
of Options, SARs, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares or Other Stock Based Awards.


 


(d)
         “Award Agreement” means the written or electronic agreement setting
forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and
conditions of the Plan.


 


(e)
         “Award Transfer Program” means any program instituted by the Administrator
which would permit Participants the opportunity to transfer any outstanding Awards to a financial institution or other person
or entity selected by the Administrator.


 


(f)
          “Awarded Stock” means the Common Stock subject to an Award.


 


(g)
         “Board” means the Board of Directors of the Company.


 


(h)
         “Change in Control” means the occurrence of any of the following
events:


 


(i)
       Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities
of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then
outstanding voting securities and within three (3) years from the date of such acquisition, a merger or consolidation of
the Company with or into the person (or affiliate thereof) holding such beneficial ownership of securities of the Company is consummated;
or


 






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(ii)
       The consummation of the sale or disposition by the Company of all or substantially all
of the Company’s assets;


 


(iii)
      A change in the composition of the Board occurring within a two-year period, as a result
of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” means directors who
either (A) are Directors as of the effective date of the Plan, or (B) are elected, or nominated for election, to the
Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination
(but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating
to the election of directors to the Company); or


 


(iv)
      The consummation of a merger or consolidation of the Company with any other corporation,
other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving
entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the
Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.


 


For
purposes of this Section, “affiliate” will mean, with respect to any specified person, any other person that directly
or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified
person (“control,” “controlled by” and “under common control with” will mean the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through
ownership of voting securities, by contact or credit arrangement, as trustee or executor, or otherwise).


 


(i)
          “Code” means the Internal Revenue Code of 1986, as amended. Any reference
to a section of the Code herein will be a reference to any successor or amended section of the Code.


 


(j)
          “Committee” means a committee of Directors or other individuals satisfying
Applicable Laws appointed by the Board in accordance with Section 4 of the Plan.


 


(k)
         “Common Stock” means the Common Stock of the Company, or in the case
of Performance Units and certain Other Stock Based Awards, the cash equivalent thereof.


 


(l)
          “Company” means SmartMetric, Inc., a Nevada corporation, or any successor
thereto.


 


(m)
        “Consultant” means any person, including an advisor, engaged by the
Company or a Parent or Subsidiary to render services to such entity.


 


(n)
         “Director” means a member of the Board.


 


(o)
         “Disability” means total and permanent disability as defined in Section 22(e)(3)
of the Code, provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine
whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator
from time to time.


 


(p)
         “Dividend Equivalent” means a credit, made at the discretion of the
Administrator, to the account of a Participant in an amount equal to the cash dividends paid on one Share for each Share represented
by an Award held by such Participant.


 


(q)
        “Employee” means any person, including Officers and Directors, employed
by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee
by the Company will be sufficient to constitute “employment” by the Company.


 






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(r)
          “Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


(s)
         “Exchange Program” means a program under which (i) outstanding
Awards are surrendered or cancelled in exchange for Awards of the same type (which may have lower exercise prices and different
terms), Awards of a different type, and/or cash, and/or (ii) the exercise price of an outstanding Award is reduced. The terms
and conditions of any Exchange Program will be determined by the Administrator in its sole discretion.


 


(t)
          “Fair Market Value” means, as of any date and unless the Administrator
determines otherwise, the value of Common Stock determined as follows:


 


(i)
        If the Common Stock is listed on any established stock exchange or a national market
system, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as
quoted on such exchange or system for the day of determination, as reported in The Wall Street Journal or such other source
as the Administrator deems reliable;


 


(ii)
       If the Common Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, the Fair Market Value of a Share of Common Stock will be the mean between the high bid and low asked
prices for the Common Stock for the day of determination, as reported in The Wall Street Journal or such other source as
the Administrator deems reliable; or


 


(iii)
      In the absence of an established market for the Common Stock, the Fair Market Value
will be determined in good faith by the Administrator.


 


(iv)
     Notwithstanding the preceding, for federal, state, and local income tax reporting purposes
and for such other purposes as the Administrator deems appropriate, the Fair Market Value shall be determined by the Administrator
in accordance with uniform and nondiscriminatory standards adopted by it from time to time.


 


(u)
         “Fiscal Year” means the fiscal year of the Company.


 


(v)
        “Incentive Stock Option” means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.


 


(w)
        “Individual Objectives” means as to a Participant, the objective
and measurable goals set by a “management by objectives” process and approved by the Committee (in its discretion).


 


(x)
         “Nonstatutory Stock Option” means an Option that by its terms does
not qualify or is not intended to qualify as an Incentive Stock Option.


 


(y)
         “Officer” means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.


 


(z)          “Option”
means a stock option granted pursuant to the Plan.


 


(aa)        “Other Stock Based Awards” means any other awards not specifically described in the Plan that are valued
in whole or in part by reference to, or are otherwise based on, Shares and are created by the Administrator pursuant to Section 12.


 


(bb)        “Outside Director” means a Director who is not an Employee.


 






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


 


(dd)         “Participant” means the holder of an outstanding Award granted under the Plan.


 


(ee)          “Performance Goals” means the goal(s) (or combined goal(s)) determined by the Committee (in its discretion)
to be applicable to a Participant with respect to an Award. The Performance Goals may differ from Participant to Participant and
from Award to Award. Any criteria used may be measured, as applicable, in absolute or relative terms (including passage of time
and/or against another company or companies), on a per share basis, against the performance of the Company as a whole or any segment
of the Company, and on a pre-tax or after-tax basis.


 


(ff)           “Performance Share” means an Award granted to a Service Provider pursuant to Section 10 of the Plan.


 


(gg)         “Performance Unit” means an Award granted to a Service Provider pursuant to Section 10 of the Plan.


 


(hh)         “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject
to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the
passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.


 


(ii)            “Plan” means this 2017 Stock Plan.


 


(jj)            “Restricted Stock” means shares of Common Stock issued pursuant to a Restricted Stock award under Section 8,
Section 11 or Section 12 of the Plan or issued pursuant to the early exercise of an Option.


 


(kk)          “Restricted Stock Unit” means an Award that the Administrator permits to be paid in installments or on
a deferred basis pursuant to Section 11 of the Plan.


 


(ll)            “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion
is being exercised with respect to the Plan.


 


(mm)       “Section 16(b)” means Section 16(b) of the Exchange Act.


 


(nn)         “Service Provider” means an Employee, Director or Consultant.


 


(oo)
        “Share” means a share of the Common Stock, as adjusted in accordance
with Section 15 of the Plan.


 


(pp)         “Stock Appreciation Right” or “SAR” means an Award, granted alone or in connection with
an Option, that pursuant to Section 9 of the Plan is designated as a SAR.


 


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


 


(rr)           “Unvested Awards” means Options or Restricted Stock that (i) were granted to an individual in connection
with such individual’s position as a Service Provider and (ii) are still subject to vesting or lapsing of Company repurchase
rights or similar restrictions.


 






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		3.	Stock
Subject to the Plan.



 


(a)
         Stock Subject to the Plan.


 


(i)           Subject
to the provisions of Sections 15 and 3(a)(ii) and (iii) of the Plan, the maximum number of Shares that may be issued under
the Plan is 23,500,000. The Shares may be authorized, but unissued, or reacquired Common Stock. Shares shall not be deemed to
have been issued pursuant to the Plan (i) with respect to any portion of an Award that is settled in cash, or (ii) to
the extent such Shares are withheld in satisfaction of tax withholding obligations. Upon payment in Shares pursuant to the exercise
of an Award, the number of Shares available for issuance under the Plan shall be reduced only by the number of Shares actually
issued in such payment. If a Participant pays the exercise price (or purchase price, if applicable) of an Award through the tender
of Shares, the number of Shares so tendered shall again be available for issuance pursuant to future Awards under the Plan. Notwithstanding
anything in the Plan, or any Award Agreement to the contrary, Shares attributable to Awards transferred under any Award Transfer
Program shall not be again available for grant under the Plan.


 


(b)
        Lapsed Awards. If any outstanding Award expires or is terminated or canceled
without having been exercised or settled in full, or if Shares acquired pursuant to an Award subject to forfeiture or repurchase
are forfeited or repurchased by the Company, the Shares allocable to the terminated portion of such Award or such forfeited or
repurchased Shares shall again be available for grant under the Plan.


 


		4.	Administration
of the Plan.



 


(a)         
Procedure.


 


(i)            Section 162(m).
To the extent that the Administrator determines it to be desirable and necessary to qualify Awards granted hereunder as “performance-based
compensation” within the meaning of Section 162(m) of the Code, the Plan will be administered by a Committee of two
or more “outside directors” within the meaning of Section 162(m) of the Code.


 


(ii)          
Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated
hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3.


 


(iii)
         Other Administration. Other than as provided above, the Plan will be administered
by (A) the Board or (B) a Committee, which committee will be constituted to satisfy Applicable Laws.


 


(iv)
         Delegation of Authority for Day-to-Day Administration. Except to the extent prohibited
by Applicable Law, the Administrator may delegate to one or more individuals the day-to-day administration of the Plan and any
of the functions assigned to it in this Plan. Such delegation may be revoked at any time.


 


(b)          Powers
of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties
delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:


 


(i)
           to determine the Fair Market Value;


 


(ii)
          to select the Service Providers to whom Awards may be granted hereunder;


 


(iii)
         to determine the number of Shares to be covered by each Award granted hereunder;


 


(iv)
         to approve forms of agreement for use under the Plan;


 






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(v)
          to determine the terms and conditions, not inconsistent with the terms of the Plan,
of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times
when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture or
repurchase restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case
on such factors as the Administrator, in its sole discretion, will determine;


 


(vi)
         to reduce the exercise price of any Award to the then current Fair Market Value if the
Fair Market Value of the Common Stock covered by such Award shall have declined since the date the Award was granted;


 


(vii)
        to institute an Exchange Program;


 


(viii)       
to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;


 


(ix)
         to prescribe, amend and rescind rules and regulations relating to the Plan, including
rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws and/or qualifying
for preferred tax treatment under applicable foreign tax laws;


 


(x)
          to modify or amend each Award (subject to Section 18(c) of the Plan), including
the discretionary authority to extend the post-termination exercisability period of Awards longer than is otherwise provided for
in the Plan;


 


(xi)
         to allow Participants to satisfy withholding tax obligations by electing to have the
Company withhold from the Shares or cash to be issued upon exercise or vesting of an Award that number of Shares or cash having
a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of any Shares to be withheld will
be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares
or cash withheld for this purpose will be made in such form and under such conditions as the Administrator may deem necessary
or advisable;


 


(xii)          to authorize any person to execute on behalf of the Company any instrument required
to effect the grant of an Award previously granted by the Administrator;


 


(xiii)         to allow a Participant to defer the receipt of the payment of cash or the delivery of
Shares that would otherwise be due to such Participant under an Award;


 


(xiv)
        to implement an Award Transfer Program;


 


(xv)
         to determine whether Awards will be settled in Shares, cash or in any combination thereof;


 


(xvi)
        to determine whether Awards will be adjusted for Dividend Equivalents;


 


(xvii)
       to create Other Stock Based Awards for issuance under the Plan;


 


(xviii)
     to establish a program whereby Service Providers designated by the Administrator can
reduce compensation otherwise payable in cash in exchange for Awards under the Plan;


 


(xix)         to impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales
by a Participant or other subsequent transfers by the Participant of any Shares issued as a result of or under an Award, including
without limitation, (A) restrictions under an insider trading policy, and (B) restrictions as to the use of a specified
brokerage firm for such resales or other transfers; and


 


(xx)
         to make all other determinations deemed necessary or advisable for administering the
Plan.


 






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(c)            Effect
of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and
binding on all Participants and any other holders of Awards.


 


5.          
Eligibility. Nonstatutory Stock Options, Restricted Stock, Stock Appreciation Rights, Performance Units, Performance Shares,
Restricted Stock Units and Other Stock Based Awards may be granted to Service Providers. Incentive Stock Options may be granted
only to Employees.


 


6.           
Limitations.


 


(a)            ISO
$100,000 Rule. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory
Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with
respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options will be treated as Nonstatutory Stock Options.
For purposes of this Section 6(a), Incentive Stock Options will be taken into account in the order in which they were granted.
The Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted.


 


(b)
          No Rights as a Service Provider. Neither the Plan nor any Award shall confer
upon a Participant any right with respect to continuing his or her relationship as a Service Provider, nor shall they interfere
in any way with the right of the Participant or the right of the Company or its Parent or Subsidiaries to terminate such relationship
at any time, with or without cause.


 


(c)
          162(m) Limitation. For purposes of qualifying Awards as “performance-based
compensation” under Section 162(m) of the Code, the Administrator, in its discretion, may set restrictions based upon
the achievement of Performance Goals. The Performance Goals shall be set by the Administrator on or before the latest date permissible
to enable the Award to 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 Goals).


 


		7.	Stock
Options.



 


(a)            Term
of Option. The term of each Option will be stated in the Award Agreement. In the case of an Incentive Stock Option, the term
will be ten (10) years from the date of grant or such shorter term as may be provided in the Award Agreement. Moreover, in
the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any
Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter
term as may be provided in the Award Agreement.


 


(b)           Option
Exercise Price and Consideration.


 


 (i)          Exercise
Price. The per Share exercise price for the Shares to be issued pursuant to exercise of an Option will be determined by the
Administrator, subject to the following:


 


(1)
      In the case of an Incentive Stock Option


 


   (A)        granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price
will be no less than 110% of the Fair Market Value per Share on the date of grant.


 






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   (B)        granted to any Employee other than an Employee described in paragraph (A) immediately above, the per Share exercise price
will be no less than 100% of the Fair Market Value per Share on the date of grant.


 


 (2)
      In the case of a Nonstatutory Stock Option, the per Share exercise price will be determined
by the Administrator. In the case of a Nonstatutory Stock Option intended to qualify as “performance-based compensation”
within the meaning of Section 162(m) of the Code, the per Share exercise price will be no less than 100% of the Fair Market
Value per Share on the date of grant.


 



 (3)       Notwithstanding the foregoing, Incentive Stock Options may be granted with a per
Share exercise price of less than 100% of the Fair Market Value per Share on the date of grant pursuant to a merger or other
corporate transaction.


 


(ii)           Waiting
Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option
may be exercised and will determine any conditions that must be satisfied before the Option may be exercised.


 


(c)           Form
of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including
the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration
at the time of grant. Such consideration to the extent permitted by Applicable Laws may consist entirely of:


 


(i)
           cash;


 


(ii)
          check;


 


(iii)
         promissory note;


 


(iv)
         other Shares which meet the conditions established by the Administrator to avoid adverse
accounting consequences (as determined by the Administrator);


 


(v)
          consideration received by the Company under a cashless exercise program implemented
by the Company in connection with the Plan;


 


(vi)
        a reduction in the amount of any Company liability to the Participant, including any
liability attributable to the Participant’s participation in any Company-sponsored deferred compensation program or arrangement;


 


(vii)
        any combination of the foregoing methods of payment; or


 


(viii)       
such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws.


 


(d)          Exercise
of Option.


 


(i)            Procedure
for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan
and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option
may not be exercised for a fraction of a Share.


 






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An
Option will be deemed exercised when the Company receives: (x) written or electronic notice of exercise (in accordance with
the Award Agreement) from the person entitled to exercise the Option, and (y) full payment for the Shares with respect to
which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator
and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the
Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued
(as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no
right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Awarded Stock, notwithstanding
the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised.
No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued,
except as provided in Section 15 of the Plan or the applicable Award Agreement.


 


Exercising
an Option in any manner will decrease the number of Shares thereafter available for sale under the Option, by the number of Shares
as to which the Option is exercised.


 


(ii)           Termination
of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s
death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement
to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such
Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain
exercisable for three (3) months following the Participant’s termination. Unless otherwise provided by the Administrator,
if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option will revert to the Plan on the date one (1) month following the Participant’s termination. If
after termination the Participant does not exercise his or her Option within the time specified by the Administrator, the Option
will terminate, and the Shares covered by such Option will revert to the Plan.


 


(iii)          Disability
of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant
may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested
on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement).
In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following
the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant
is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan
on the date one (1) month following the Participant’s termination. If after termination the Participant does not exercise
his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert
to the Plan.


 


(iv)          Death
of Participant. If a Participant dies while a Service Provider, the Option may be exercised following the Participant’s
death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of
death (but in no event may the option be exercised later than the expiration of the term of such Option as set forth in the Award
Agreement), by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to Participant’s
death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option
may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred
pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified
time in the Award Agreement, the Option will remain exercisable for twelve (12) months following Participant’s death.
Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option,
the Shares covered by the unvested portion of the Option will immediately revert to the Plan on the date one (1) month following
the Participant’s death. If the Option is not so exercised within the time specified herein, the Option will terminate,
and the Shares covered by such Option will revert to the Plan.


 






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(e)            Buyout
Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares an Option previously granted
based on such terms and conditions as the Administrator shall establish and communicate to the Participant at the time that such
offer is made.


 


8.            Restricted
Stock.


 


(a)            Grant
of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time,
may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.
Subject to any restrictions specifically provided for in this Plan, the Administrator shall have complete discretion to determine
(i) the number of Shares subject to a Restricted Stock award granted to any Participant, and (ii) the conditions, if
any, that must be satisfied, which typically will be based principally or solely on continued provision of services but may include
a performance-based component, upon which is conditioned the grant, vesting or issuance of Restricted Stock.


 


(b)            Restricted
Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction,
the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine.
Unless the Administrator determines otherwise, Shares of Restricted Stock will be held by the Company as escrow agent until the
restrictions on such Shares have lapsed.


 


(c)            Transferability.
Except as provided in this Section 8, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise


 


(d)            Other
Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock
as it may deem advisable or appropriate.


 


(e)            Removal
of Restrictions. Except as otherwise provided in this Section 8, Shares of Restricted Stock covered by each Restricted
Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction.
The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.


 


(f)            Voting
Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise
full voting rights with respect to those Shares, unless the Administrator determines otherwise.


 


(g)           Dividends
and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled
to receive all dividends and other distributions paid with respect to such Shares unless otherwise provided in the Award Agreement.
If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability
and forfeitability as the Shares of Restricted Stock with respect to which they were paid.


 


(h)           Return
of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions
have not lapsed will revert to the Company and again will become available for grant under the Plan.


 


		9.	Stock
Appreciation Rights.



 


(a)            Grant
of SARs. Subject to the terms and conditions of the Plan, a SAR may be granted to Service Providers at any time and from time
to time as will be determined by the Administrator, in its sole discretion.


 


(b)           Number
of Shares. Subject to Section 6(c)(i) of the Plan, the Administrator will have complete discretion to determine the number
of SARs granted to any Service Provider.


 






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(c)            Exercise
Price and Other Terms. The Administrator, subject to the provisions of the Plan, will have complete discretion to determine
the terms and conditions of SARs granted under the Plan.


 


(d)           Exercise
of SARs. SARs will be exercisable on such terms and conditions as the Administrator, in its sole discretion, will determine.


 


(e)            SAR
Agreement. Each SAR grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the SAR,
the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine.


 


(f)            Expiration
of SARs. An SAR granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion,
and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Sections 7(d)(ii), 7(d)(iii) and 7(d)(iv) also
will apply to SARs.


 


(g)           Payment
of SAR Amount. Upon exercise of an SAR, a Participant will be entitled to receive payment from the Company in an amount determined
by multiplying:


 


 (i)
           The difference between the Fair Market Value of a Share on the date of exercise over
the exercise price; times


 


 (ii)
          The number of Shares with respect to which the SAR is exercised.


 


At
the discretion of the Administrator, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or in some combination
thereof.


 


(h)           Buyout
Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares a Stock Appreciation Right
previously granted based on such terms and conditions as the Administrator shall establish and communicate to the Participant
at the time that such offer is made.


 


		10.	Performance
Units and Performance Shares.



 


(a)            Grant
of Performance Units/Shares. Subject to the terms and conditions of the Plan, Performance Units and Performance Shares may
be granted to Service Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion.
Subject to any restrictions specifically provided for in this Plan, the Administrator will have complete discretion in determining
the number of Performance Units and Performance Shares granted to each Participant.


 


(b)           Value
of Performance Units/Shares. Each Performance Unit will have an initial value that is established by the Administrator on
or before the date of grant. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the
date of grant.


 


(c)            Performance
Objectives and Other Terms. The Administrator will set performance objectives in its discretion which, depending on the extent
to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Service Providers.
The time period during which the performance objectives must be met will be called the “Performance Period.” Each
Award of Performance Units/ Shares will be evidenced by an Award Agreement that will specify the Performance Period, and such
other terms and conditions as the Administrator, in its sole discretion, will determine. The Administrator may set performance
objectives based upon the achievement of Company-wide, divisional, or individual goals, applicable federal or state securities
laws, or any other basis determined by the Administrator in its discretion.


 






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(d)           Earning
of Performance Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will
be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period,
to be determined as a function of the extent to which the corresponding performance objectives have been achieved. After the grant
of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance objectives for such
Performance Unit/Share.


 


(e)            Form
and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units/Shares will be made as soon after the
expiration of the applicable Performance Period at the time determined by the Administrator. The Administrator, in its sole discretion,
may pay earned Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the
value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination thereof.


 


(f)             Cancellation
of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares
will be forfeited to the Company, and again will be available for grant under the Plan.


 


11.          Restricted
Stock Units. Restricted Stock Units shall consist of a Restricted Stock, Performance Share or Performance Unit Award that
the Administrator, in its sole discretion permits to be paid out in installments or on a deferred basis, in accordance with rules
and procedures established by the Administrator.


 


12.          Other
Stock Based Awards. Other Stock Based Awards may be granted either alone, in addition to, or in tandem with, other Awards
granted under the Plan and/or cash awards made outside of the Plan. The Administrator shall have authority to determine the Service
Providers to whom and the time or times at which Other Stock Based Awards shall be made, the amount of such Other Stock Based
Awards, and all other conditions of the Other Stock Based Awards including any dividend and/or voting rights.


 


13.          Leaves
of Absence. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any
unpaid leave of absence and will resume on the date the Participant returns to work on a regular schedule as determined by the
Company; provided, however, that no vesting credit will be awarded for the time vesting has been suspended during such leave of
absence. A Service Provider will not cease to be an Employee in the case of (i) any leave of absence approved by the Company
or (ii) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary. For purposes of
Incentive Stock Options, no such leave may exceed ninety (90) days, unless reemployment upon expiration of such leave is
guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed,
then three months following the 91 st day of such leave any Incentive Stock Option held by the Participant will cease
to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option.


 


14.          Non-Transferability
of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime
of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will contain such additional
terms and conditions as the Administrator deems appropriate.


 


15.          Adjustments;
Dissolution or Liquidation; Merger or Change in Control.


 


(a)          
Adjustments. In the event that any dividend (excluding an ordinary dividend) or other distribution (whether in the form
of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other
change in the corporate structure of the Company affecting the Shares occurs, then the Administrator shall appropriately adjust
the number and class of Shares which may be delivered under the Plan, the 162(m) annual share issuance limits under Section 6(c)
of the Plan, and the number, class, and price of Shares subject to outstanding Awards. Notwithstanding the preceding, the number
of Shares subject to any Award always shall be a whole number.


 






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(b)          Dissolution
or Liquidation. In the event that any dividend (excluding an ordinary dividend) or other distribution (whether in the form
of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other
change in the corporate structure of the Company affecting the Shares occurs then the Administrator shall appropriately adjust
the number and class of Shares which may be delivered under the Plan, the 162(m) annual share issuance limits under Section 6(c)
of the Plan, and the number, class, and price of Shares subject to outstanding Awards. Notwithstanding the preceding, the number
of Shares subject to any Award always shall be a whole number.


 


(c)          Merger
or Change in Control.


 


(i)          Stock Options and SARS. In the event of a merger or Change in Control, each outstanding Option and SAR shall be assumed
or an equivalent option or SAR substituted by the successor corporation or a Parent or Subsidiary of the successor corporation.
With respect to Options and SARs granted to an Outside Director that are assumed or substituted for, if immediately prior to or
after the merger or Change in Control the Participant’s status as a Director or a director of the successor corporation,
as applicable, is terminated other than upon a voluntary resignation by the Participant, then the Participant shall fully vest
in and have the right to exercise such Options and SARs as to all of the Awarded Stock, including Shares as to which it would
not otherwise be vested or exercisable. Unless determined otherwise by the Administrator, in the event that the successor corporation
refuses to assume or substitute for the Option or SAR, the Participant shall fully vest in and have the right to exercise the
Option or SAR as to all of the Awarded Stock, including Shares as to which it would not otherwise be vested or exercisable. If
an Option or SAR is not assumed or substituted in the event of a merger or Change in Control, the Administrator shall notify the
Participant in writing or electronically that the Option or SAR shall be exercisable, to the extent vested, for a period of up
to fifteen (15) days from the date of such notice, and the Option or SAR shall terminate upon the expiration of such period.
For the purposes of this paragraph, the Option or SAR shall be considered assumed if, following the merger or Change in Control,
the option or stock appreciation right confers the right to purchase or receive, for each Share of Awarded Stock subject to the
Option or SAR immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities
or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date
of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of
a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control
is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor
corporation, provide for the consideration to be received upon the exercise of the Option or SAR, for each Share of Awarded Stock
subject to the Option or SAR, to be solely common stock of the successor corporation or its Parent equal in fair market value
to the per share consideration received by holders of Common Stock in the merger or Change in Control. Notwithstanding anything
herein to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will
not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s
consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-merger
or post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.


 






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(ii)          Restricted
Stock, Performance Shares, Performance Units, Restricted Stock Units and Other Stock Based Awards. In the event of a merger
or Change in Control, each outstanding Restricted Stock, Performance Share, Performance Unit, Other Stock Based Award and Restricted
Stock Unit awards shall be assumed or an equivalent Restricted Stock, Performance Share, Performance Unit, Other Stock Based Award
and Restricted Stock Unit award substituted by the successor corporation or a Parent or Subsidiary of the successor corporation.
With respect to Awards granted to an Outside Director that are assumed or substituted for, if immediately prior to or after the
merger or Change in Control the Participant’s status as a Director or a director of the successor corporation, as applicable,
is terminated other than upon a voluntary resignation by the Participant, then the Participant shall fully vest in such Awards,
including Shares as to which it would not otherwise be vested. Unless determined otherwise by the Administrator, in the event
that the successor corporation refuses to assume or substitute for the Restricted Stock, Performance Share, Performance Unit,
Other Stock Based Award or Restricted Stock Unit award, the Participant shall fully vest in the Restricted Stock, Performance
Share, Performance Unit, Other Stock Based Award or Restricted Stock Unit including as to Shares which would not otherwise be
vested. For the purposes of this paragraph, a Restricted Stock, Performance Share, Performance Unit, Other Stock Based Award and
Restricted Stock Unit award shall be considered assumed if, following the merger or Change in Control, the award confers the right
to purchase or receive, for each Share subject to the Award immediately prior to the merger or Change in Control, the consideration
(whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock
for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration
received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator
may, with the consent of the successor corporation, provide for the consideration to be received, for each Share and each unit/right
to acquire a Share subject to the Award, to be solely common stock of the successor corporation or its Parent equal in fair market
value to the per share consideration received by holders of Common Stock in the merger or Change in Control. Notwithstanding anything
herein to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will
not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s
consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-merger
or post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.


 


16.          Date
of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination
granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided
to each Participant within a reasonable time after the date of such grant.


 


17.          Term
of Plan. Subject to Section 22 of the Plan, the Plan will become effective upon its adoption by the Board. The Plan will
continue in effect for a term ending on December 31, 2016 unless terminated earlier under Section 18 of the Plan.


 


18.          Amendment
and Termination of the Plan.


 


(a)       
Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan.


 


(b)      
Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable
to comply with Applicable Laws.


 


(c)       
Effect of Amendment or Termination. Subject to Section 20 of the Plan, no amendment, alteration, suspension or termination
of the Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator,
which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the
Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior
to the date of such termination.


 


19.          Conditions
Upon Issuance of Shares.


 


(a)
       Legal Compliance. Shares will not be issued pursuant to the exercise of an Award
unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further
subject to the approval of counsel for the Company with respect to such compliance.


 






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(b)       Investment
Representations. As a condition to the exercise or receipt of an Award, the Company may require the person exercising or receiving
such Award to represent and warrant at the time of any such exercise or receipt that the Shares are being purchased only for investment
and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation
is required.


 


20.          Severability.
Notwithstanding any contrary provision of the Plan or an Award to the contrary, if any one or more of the provisions (or any part
thereof) of this Plan or the Awards shall be held invalid, illegal or unenforceable in any respect, such provision shall be modified
so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions (or any
part thereof) of the Plan or Award, as applicable, shall not in any way be affected or impaired thereby.


 


21.          Inability
to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will
relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority
will not have been obtained.


 


22.          Stockholder
Approval. The Plan will be submitted for the approval by the stockholders of the Company within twelve (12) months after
the date the Plan is adopted. Such stockholder approval will be obtained in the manner and to the degree required under Applicable
Laws. In the event the stockholders do not approve the Plan, the plan will continue as a non-qualified plan.


 






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