Exhibit 4.3


 


LIVEDEAL, INC.

2014 OMNIBUS EQUITY INCENTIVE PLAN


 


Article
I

PURPOSE


 


The purpose of this LiveDeal, Inc. 2014
Omnibus Equity Incentive Plan (the “Plan”) is to benefit LiveDeal, Inc., a Nevada corporation (the “Company”)
and its shareholders, by assisting the Company to attract, retain and provide incentives to key management employees, directors,
and consultants of the Company and its Affiliates, and to align the interests of such service providers with those of the Company’s
shareholders. Accordingly, the Plan provides for the granting of Non-qualified Stock Options, Incentive Stock Options, Restricted
Stock Awards, Restricted Stock Unit Awards, Stock Appreciation Rights, Performance Stock Awards, Performance Unit Awards, Unrestricted
Stock Awards, Distribution Equivalent Rights or any combination of the foregoing.


 


Article
II

DEFINITIONS


 


The following definitions shall be applicable
throughout the Plan unless the context otherwise requires:


 


2.1             
“Affiliate” shall mean any corporation which, with respect to the Company, is a “subsidiary
corporation” within the meaning of Section 424(f) of the Code.


 


2.2             
“Award” shall mean, individually or collectively, any Option, Restricted Stock Award, Restricted
Stock Unit Award, Performance Stock Award, Performance Unit Award, Stock Appreciation Right, Distribution Equivalent Right or Unrestricted
Stock Award.


 


2.3             
“Award Agreement” shall mean a written agreement between the Company and the Holder with respect
to an Award, setting forth the terms and conditions of the Award, as amended.


 


2.4             
“Board” shall mean the Board of Directors of the Company.


 


2.5             
“Base Value” shall have the meaning given to such term in Section 14.2.


 


2.6             
“Cause” shall mean (i) if the Holder is a party to an employment or service agreement with
the Company or an Affiliate which agreement defines “Cause” (or a similar term), “Cause” shall have
the same meaning as provided for in such agreement, or (ii) for a Holder who is not a party to such an agreement, “Cause”
shall mean termination by the Company or an Affiliate of the employment (or other service relationship) of the Holder by reason
of the Holder’s (A) intentional failure to perform reasonably assigned duties, (B) dishonesty or willful misconduct in the
performance of the Holder’s duties, (C) involvement in a transaction which is materially adverse to the Company or an Affiliate,
(D) breach of fiduciary duty involving personal profit, (E) willful violation of any law, rule, regulation or court order (other
than misdemeanor traffic violations and misdemeanors not involving misuse or misappropriation of money or property), (F) commission
of an act of fraud or intentional misappropriation or conversion of any asset or opportunity of the Company or an Affiliate, or
(G) material breach of any provision of the Plan or the Holder’s Award Agreement or any other written agreement between the
Holder and the Company or an Affiliate, in each case as determined in good faith by the Board, the determination of which shall
be final, conclusive and binding on all parties.


 




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2.7             
“Change of Control” shall mean: (i) for a Holder who is a party to an employment or consulting
agreement with the Company or an Affiliate which agreement defines “Change of Control” (or a similar term), “Change
of Control” shall have the same meaning as provided for in such agreement, or (ii) for a Holder who is not a party to
such an agreement, “Change of Control” shall mean the satisfaction of any one or more of the following conditions
(and the “Change of Control” shall be deemed to have occurred as of the first day that any one or more of the following
conditions shall have been satisfied):


 


(a)               
Any person (as such term is used in paragraphs 13(d) and 14(d)(2) of the Exchange Act, hereinafter in this definition,
“Person”), other than the Company or an Affiliate or an employee benefit plan of the Company or an Affiliate,
becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company
representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities;


 


(b)              
The closing of a merger, consolidation or other business combination (a “Business Combination”)
other than a Business Combination in which holders of the Ordinary Shares immediately prior to the Business Combination have substantially
the same proportionate ownership of the common stock or ordinary shares, as applicable, of the surviving corporation immediately
after the Business Combination as immediately before;


 


(c)               
The closing of an agreement for the sale or disposition of all or substantially all (50% or more) of the Company’s
assets to any entity that is not an Affiliate;


 


(d)              
The approval by the holders of shares of Ordinary Shares of a plan of complete liquidation of the Company, other
than a merger of the Company into any subsidiary or a liquidation as a result of which persons who were shareholders of the Company
immediately prior to such liquidation have substantially the same proportionate ownership of shares of common stock or ordinary
shares, as applicable, of the surviving corporation immediately after such liquidation as immediately before; or


 


(e)               
Within any twenty-four (24) month period, the Incumbent Directors shall cease to constitute at least a majority of
the Board or the board of directors of any successor to the Company; provided, however, that any director elected
to the Board, or nominated for election, by a majority of the Incumbent Directors then still in office, shall be deemed to be an
Incumbent Director for purposes of this paragraph (e), but excluding, for this purpose, any such individual whose initial assumption
of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, entity or “group”
other than the Board (including, but not limited to, any such assumption that results from paragraphs (a), (b), (c), or (d) of
this definition).


 


2.8             
“Code” shall mean the United States of America Internal Revenue Code of 1986, as amended. Reference
in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to any section and any
regulation under such section.


 


2.9             
“Committee” shall mean a committee comprised of not less than three (3) members of the Board who
are selected by the Board as provided in Section 4.1.


 


2.10         
“Company” shall have the meaning given to such term in the introductory paragraph, including any
successor thereto.


 


2.11         
“Consultant” shall mean any non-Employee (individual or entity) advisor to the Company or an Affiliate
who or which has contracted directly with the Company or an Affiliate to render bona fide consulting or advisory services thereto.


 




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2.12         
“Director” shall mean a member of the Board or a member of the board of directors of an Affiliate,
in either case, who is not an Employee.


 


2.13         
“Distribution Equivalent Right” shall mean an Award granted under Article XIII of the Plan which
entitles the Holder to receive bookkeeping credits, cash payments and/or Ordinary Share distributions equal in amount to the distributions
that would have been made to the Holder had the Holder held a specified number of Ordinary Shares during the period the Holder
held the Distribution Equivalent Right.


 


2.14         
“Distribution Equivalent Right Award Agreement” shall mean a written agreement between the Company
and a Holder with respect to a Distribution Equivalent Right Award.


 


2.15         
 “Effective Date” shall mean January 8, 2014.


 


2.16         
“Employee” shall mean any employee, including any officer, of the Company or an Affiliate.


 


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


 


2.18         
“Fair Market Value” shall mean, as of any specified date, the closing sales price of the Ordinary
Shares for such date (or, in the event that the Ordinary Shares are not traded on such date, on the immediately preceding trading
date) on the Nasdaq Stock Market or a domestic or foreign national securities exchange (including London’s Alternative Investment
Market) on which the Ordinary Shares may be listed, as reported in The Wall Street Journal or The Financial Times. If the Ordinary
Shares are not listed on the Nasdaq Stock Market or on a national securities exchange, but are quoted on the OTC Bulletin Board
or by the National Quotation Bureau, the Fair Market Value of the Ordinary Shares shall be the mean of the highest bid and lowest
asked prices per Ordinary Share for such date. If the Ordinary Shares are not quoted or listed as set forth above, Fair Market
Value shall be determined by the Board in good faith by any fair and reasonable means (which means may be set forth with greater
specificity in the applicable Award Agreement). The Fair Market Value of property other than Ordinary Shares shall be determined
by the Board in good faith by any fair and reasonable means consistent with the requirements of applicable law.


 


2.19         
“Family Member” of an individual shall mean any child, stepchild, grandchild, parent, stepparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law,
including adoptive relationships, any person sharing the Holder’s household (other than a tenant or employee of the Holder),
a trust in which such persons have more than fifty percent (50%) of the beneficial interest, a foundation in which such persons
(or the Holder) control the management of assets, and any other entity in which such persons (or the Holder) own more than fifty
percent (50%) of the voting interests.


 


2.20         
“Holder” shall mean an Employee, Director or Consultant who has been granted an Award or any such
individual’s beneficiary, estate or representative, who has acquired such Award in accordance with the terms of the Plan,
as applicable.


 


2.21         
 “Incentive Stock Option” shall mean an Option which is intended by the Committee to constitute
an “incentive stock option” and conforms to the applicable provisions of Section 422 of the Code.


 




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2.22         
“Incumbent Director” shall mean, with respect to any period of time specified under the Plan for
purposes of determining whether or not a Change of Control has occurred, the individuals who were members of the Board at the beginning
of such period.


 


2.23         
“Non-qualified Stock Option” shall mean an Option which is not an Incentive Stock Option or which
is designated as an Incentive Stock Option but does not meet the applicable requirements of Section 422 of the Code.


 


2.24         
“Option” shall mean an Award granted under Article VII of the Plan of an option to purchase Ordinary
Shares and shall include both Incentive Stock Options and Non-qualified Stock Options.


 


2.25         
“Option Agreement” shall mean an Award Agreement between the Company and a Holder with respect
to an Option.


 


2.26         
“Ordinary Shares” “Shares” or “Stock” shall mean the ordinary
common shares of the Company, par value $0.001 per share.


 


2.27         
“Performance Criteria” shall mean the criteria selected by the Committee for purposes of establishing
the Performance Goal(s) for a Holder for a Performance Period.


 


2.28         
“Performance Goals” shall mean, for a Performance Period, the written goal or goals established
by the Committee for the Performance Period based upon the Performance Criteria, which may be related to the performance of the
Holder, the Company or an Affiliate.


 


2.29         
“Performance Period” shall mean one or more periods of time, which may be of varying and overlapping
durations, selected by the Committee, over which the attainment of the Performance Goals shall be measured for purposes of determining
a Holder’s right to, and the payment of, a Qualified Performance-Based Award.


 


2.30         
“Performance Stock Award” or “Performance Stock” shall mean an Award granted
under Article XII of the Plan under which, upon the satisfaction of predetermined Performance Goals, Ordinary Shares are paid to
the Holder.


 


2.31         
“Performance Stock Agreement” shall mean a written agreement between the Company and a Holder
with respect to a Performance Stock Award.


 


2.32         
“Performance Unit” shall mean a Unit awarded to a Holder pursuant to a Performance Unit Award.


 


2.33         
“Performance Unit Award” shall mean an Award granted under Article XI of the Plan under which,
upon the satisfaction of predetermined Performance Goals, a cash payment shall be made to the Holder, based on the number of Units
awarded to the Holder.


 


2.34         
“Performance Unit Agreement” shall mean a written agreement between the Company and a Holder with
respect to a Performance Unit Award.


 


2.35         
“Plan” shall mean this LiveDeal, Inc. 2014 Omnibus Equity Incentive Plan, as amended from time
to time, together with each of the Award Agreements utilized hereunder.


 




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2.36         
“Qualified Performance-Based Award” shall mean an Award that is intended to qualify as “performance-based”
compensation under Section 162(m) of the Code.


 


2.37         
“Restricted Stock Award” and “Restricted Stock” shall mean an Award granted
under Article VIII of the Plan of Ordinary Shares, the transferability of which by the Holder is subject to Restrictions.


 


2.38         
“Restricted Stock Agreement” shall mean a written agreement between the Company and a Holder with
respect to a Restricted Stock Award.


 


2.39         
“Restricted Stock Unit Award” and “RSUs” shall refer to an Award granted under
Article X of the Plan under which, upon the satisfaction of predetermined individual service-related vesting requirements, a cash
payment shall be made to the Holder, based on the number of Units awarded to the Holder.


 


2.40         
“Restricted Stock Unit Agreement” shall mean a written agreement between the Company and a Holder
with respect to a Restricted Stock Award.


 


2.41         
 “Restriction Period” shall mean the period of time for which Ordinary Shares subject to a Restricted
Stock Award shall be subject to Restrictions, as set forth in the applicable Restricted Stock Agreement.


 


2.42         
“Restrictions” shall mean the forfeiture, transfer and/or other restrictions applicable to Ordinary
Shares awarded to an Employee, Director or Consultant under the Plan pursuant to a Restricted Stock Award and set forth in a Restricted
Stock Agreement.


 


2.43         
“Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under
the Exchange Act, as such may be amended from time to time, and any successor rule, regulation or statute fulfilling the same or
a substantially similar function.


 


2.44         
“Stock Appreciation Right” or “SAR” shall mean an Award granted under Article
XIV of the Plan of a right, granted alone or in connection with a related Option, to receive a payment equal to the increase in
value of a specified number of Ordinary Shares between the date of Award and the date of exercise.


 


2.45         
“Stock Appreciation Right Agreement” shall mean a written agreement between the Company and a
Holder with respect to a Stock Appreciation Right.


 


2.46         
“Tandem Stock Appreciation Right” shall mean a Stock Appreciation Right granted in connection
with a related Option, the exercise of some or all of which results in termination of the entitlement to purchase some or all of
the Ordinary Shares under the related Option, all as set forth in Article XIV.


 


2.47         
 “Ten Percent Shareholder” shall mean an Employee who, at the time an Option is granted to him
or her, owns shares possessing more than ten percent (10%) of the total combined voting power of all classes of shares of the Company
or of any parent corporation or subsidiary corporation thereof (both as defined in Section 424 of the Code), within the meaning
of Section 422(b)(6) of the Code.


 


2.48         
“Termination of Service” shall mean a termination of a Holder’s employment with, or status
as a Director or Consultant of, the Company or an Affiliate, as applicable, for any reason, including, without limitation, Total
and Permanent Disability or death, except as provided in Section 6.4. In the event Termination of Service shall constitute a payment
event with respect to any Award subject to Code Section 409A, Termination of Service shall only be deemed to occur upon a “separation
from service” as such term is defined under Code Section 409A and applicable authorities.


 




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2.49         
“Total and Permanent Disability” of an individual shall mean the inability of such individual
to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12)
months, within the meaning of Section 22(e)(3) of the Code.


 


2.50         
“Unit” shall mean a bookkeeping unit, which represents such monetary amount as shall be designated
by the Committee in each Performance Unit Agreement, or represents one Ordinary Share for purposes of each Restricted Stock Unit
Award.


 


2.51         
“Unrestricted Stock Award” shall mean an Award granted under Article IX of the Plan of Ordinary
Shares which are not subject to Restrictions.


 


2.52         
“Unrestricted Stock Agreement” shall mean a written agreement between the Company and a Holder
with respect to an Unrestricted Stock Award.


 


Article
III

EFFECTIVE DATE OF PLAN


 


The Plan shall be effective as of the Effective
Date, provided that the Plan is approved by the shareholders of the Company within twelve (12) months of such date. Awards may
be granted or awarded prior to such shareholder approval, provided that such Awards shall not be exercisable, shall not vest and
the restrictions thereon shall not lapse prior to the time when the Plan is approved by the shareholders, and provided further
that if such approval has not been obtained at the end of said twelve-month period, all Awards previously granted or awarded under
the Plan shall thereupon be canceled and become null and void. The Plan is intended to supersede and replace any and all prior
equity plans sponsored by the Company with respect to any authorized shares not made subject to any award under such plans prior
to the effective date of this Plan. Any outstanding awards under prior plans shall continue to be subject to and governed by the
terms of such plans.


 


Article
IV

ADMINISTRATION


 


4.1             
Composition of Committee. The Plan shall be administered by the Committee, which
shall be appointed by the Board. If necessary, in the Board’s discretion, to comply with Rule 16b-3 under the Exchange Act
and Section 162(m) of the Code, the Committee shall consist solely of three (3) or more Directors who are each (i) “outside
directors” within the meaning of Section 162(m) of the Code (“Outside Directors”), (ii) “non-employee
directors” within the meaning of Rule 16b-3 (“Non-Employee Directors”) and (iii) “independent”
for purposes of any applicable listing requirements; provided, however, that the Board or the Committee may delegate
to a committee of one or more members of the Board who are not (x) Outside Directors, the authority to grant Awards to eligible
persons who are not (A) then “covered employees” within the meaning of Section 162(m) of the Code and are not expected
to be “covered employees” at the time of recognition of income resulting from such Award, or (B) persons with respect
to whom the Company wishes to comply with the requirements of Section 162(m) of the Code, and/or (y) Non-Employee Directors, the
authority to grant Awards to eligible persons who are not then subject to the requirements of Section 16 of the Exchange Act. If
a member of the Committee shall be eligible to receive an Award under the Plan, such Committee member shall have no authority hereunder
with respect to his or her own Award.


 




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4.2             
Powers. Subject to the provisions of the Plan, the Committee shall have the
sole authority, in its discretion, to make all determinations under the Plan, including but not limited to determining which Employees,
Directors or Consultants shall receive an Award, the time or times when an Award shall be made (the date of grant of an Award shall
be the date on which the Award is awarded by the Committee), what type of Award shall be granted, the term of an Award, the date
or dates on which an Award vests (including acceleration of vesting), the form of any payment to be made pursuant to an Award,
the terms and conditions of an Award (including the forfeiture of the Award (and/or any financial gain) if the Holder of the Award
violates any applicable restrictive covenant thereof), the Restrictions under a Restricted Stock Award and the number of Ordinary
Shares which may be issued under an Award, Performance Goals applicable to any Award and certification of the achievement of such
goals, and the waiver of any Restrictions or Performance Goals, subject to compliance with applicable laws, all as may be applicable.
In making such determinations the Committee may take into account the nature of the services rendered by the respective Employees,
Directors and Consultants, their present and potential contribution to the Company’s (or the Affiliate’s) success and
such other factors as the Committee in its discretion may deem relevant.


 


4.3             
Additional Powers. The Committee shall have such additional powers as are delegated
to it under the other provisions of the Plan. Subject to the express provisions of the Plan, the Committee is authorized to construe
the Plan and the respective Award Agreements executed hereunder, to prescribe such rules and regulations relating to the Plan as
it may deem advisable to carry out the intent of the Plan, to determine the terms, restrictions and provisions of each Award and
to make all other determinations necessary or advisable for administering the Plan. The Committee may correct any defect or supply
any omission or reconcile any inconsistency in any Award Agreement in the manner and to the extent the Committee shall deem necessary,
appropriate or expedient to carry it into effect. The determinations of the Committee on the matters referred to in this Article
IV shall be conclusive and binding on the Company and all Holders.


 


4.4             
Committee Action. Subject to compliance with all applicable laws, action by
the Committee shall require the consent of a majority of the members of the Committee, expressed either orally at a meeting of
the Committee or in writing in the absence of a meeting. No member of the Committee shall have any liability for any good faith
action, inaction or determination in connection with the Plan. 


 


Article
V

SHARES SUBJECT TO PLAN AND LIMITATIONS THEREON


 


5.1             
Authorized Shares and Award Limits. The Committee may from time to time grant
Awards to one or more Employees, Directors and/or Consultants determined by it to be eligible for participation in the Plan in
accordance with the provisions of Article VI. Subject to Article XV, the aggregate number of Ordinary Shares that may be issued
under the Plan shall not exceed One Million Eight Hundred Thousand (1,800,000) Ordinary Shares. Shares shall be deemed to have
been issued under the Plan solely to the extent actually issued and delivered pursuant to an Award. To the extent that an Award
lapses, expires, is canceled, is terminated unexercised or ceases to be exercisable for any reason, or the rights of its Holder
terminate, any Ordinary Shares subject to such Award shall again be available for the grant of a new Award. Notwithstanding any
provision in the Plan to the contrary, the maximum number of Ordinary Shares that may be subject to Awards of Options under Article
VII and/or Stock Appreciation Rights under Article XIV, in either or both cases granted to any one person during any calendar year,
shall be Six Hundred Thousand (600,000) Ordinary Shares (subject to adjustment in the same manner as provided in Article XV with
respect to Ordinary Shares subject to Awards then outstanding). The limitation set forth in the preceding sentence shall be applied
in a manner which shall permit compensation generated in connection with the exercise of Options or Stock Appreciation Rights to
constitute “performance-based” compensation for purposes of Section 162(m) of the Code, including, but not limited
to, counting against such maximum number of Ordinary Shares, to the extent required under Section 162(m) of the Code, any Ordinary
Shares subject to Options or Stock Appreciation Rights that are canceled or re-priced.


 




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5.2             
Ordinary Shares Offered. The Ordinary Shares to be offered pursuant to the grant
of an Award may be authorized but unissued Ordinary Shares, Ordinary Shares purchased on the open market or Ordinary Shares previously
issued and outstanding and reacquired by the Company.


 


Article
VI

ELIGIBILITY AND TERMINATION OF SERVICE


 


6.1             
Eligibility. Awards made under the Plan may be granted solely to individuals
or entities who, at the time of grant, are Employees, Directors or Consultants. An Award may be granted on more than one occasion
to the same Employee, Director or Consultant, and, subject to the limitations set forth in the Plan, such Award may include, a
Non-qualified Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, an Unrestricted Stock Award, a Distribution
Equivalent Right Award, a Performance Stock Award, a Performance Unit Award, a Stock Appreciation Right, a Tandem Stock Appreciation
Right, or any combination thereof, and solely for Employees, an Incentive Stock Option.


 


6.2             
Termination of Service. Except to the extent inconsistent with the terms of
the applicable Award Agreement and/or the provisions of Section 6.3 or 6.4, the following terms and conditions shall apply with
respect to a Holder’s Termination of Service with the Company or an Affiliate, as applicable:


 


(i)                
The Holder’s rights, if any, to exercise any then exercisable Options and/or Stock Appreciation Rights shall
terminate:


 


(A)             
If such termination is for a reason other than the Holder’s Total and Permanent Disability or death, ninety
(90) days after the date of such Termination of Service;


 


(B)             
If such termination is on account of the Holder’s Total and Permanent Disability, one (1) year after the date
of such Termination of Service; or


 


(C)             
If such termination is on account of the Holder’s death, one (1) year after the date of the Holder’s
death.


 


Upon such applicable date the Holder (and
such Holder’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in or with
respect to any such Options and Stock Appreciation Rights.


 


(ii)              
In the event of a Holder’s Termination of Service for any reason prior to the actual or deemed satisfaction
and/or lapse of the Restrictions, vesting requirements, terms and conditions applicable to a Restricted Stock Award and/or Restricted
Stock Unit Award, such Restricted Stock and/or RSUs shall immediately be canceled, and the Holder (and such Holder’s estate,
designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted
Stock and/or RSUs. The immediately preceding sentence to the contrary notwithstanding, the Committee, in its sole discretion, may
determine, prior to or within thirty (30) days after the date of such Termination of Service that all or a portion of any such
Holder’s Restricted Stock and/or RSUs shall not be so canceled and forfeited.


 




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6.3             
Special Termination Rule. Except to the extent inconsistent with the terms of
the applicable Award Agreement, and notwithstanding anything to the contrary contained in this Article VI, if a Holder’s
employment with, or status as a Director of, the Company or an Affiliate shall terminate, and if, within ninety (90) days of such
termination, such Holder shall become a Consultant, such Holder’s rights with respect to any Award or portion thereof granted
thereto prior to the date of such termination may be preserved, if and to the extent determined by the Committee in its sole discretion,
as if such Holder had been a Consultant for the entire period during which such Award or portion thereof had been outstanding.
Should the Committee effect such determination with respect to such Holder, for all purposes of the Plan, such Holder shall not
be treated as if his or her employment or Director status had terminated until such time as his or her Consultant status shall
terminate, in which case his or her Award, as it may have been reduced in connection with the Holder’s becoming a Consultant,
shall be treated pursuant to the provisions of Section 6.2, provided, however, that any such Award which is intended to be an Incentive
Stock Option shall, upon the Holder’s no longer being an Employee, automatically convert to a Non-qualified Stock Option.
Should a Holder’s status as a Consultant terminate, and if, within ninety (90) days of such termination, such Holder shall
become an Employee or a Director, such Holder’s rights with respect to any Award or portion thereof granted thereto prior
to the date of such termination may be preserved, if and to the extent determined by the Committee in its sole discretion, as if
such Holder had been an Employee or a Director, as applicable, for the entire period during which such Award or portion thereof
had been outstanding, and, should the Committee effect such determination with respect to such Holder, for all purposes of the
Plan, such Holder shall not be treated as if his or her Consultant status had terminated until such time as his or her employment
with the Company or an Affiliate, or his or her Director status, as applicable, shall terminate, in which case his or her Award
shall be treated pursuant to the provisions of Section 6.2.


 


6.4             
Termination for Cause. Notwithstanding anything in this Article VI or elsewhere
in the Plan to the contrary, and unless a Holder’s Award Agreement specifically provides otherwise, in the event of a Holder’s
Termination for Cause, all of such Holder’s then outstanding Awards shall expire immediately and be forfeited in their entirety
upon such termination. 


 


Article
VII

OPTIONS


 


7.1             
Option Period. The term of each Option shall be as specified in the Option Agreement; provided, however,
that except as set forth in Section 7.3, no Option shall be exercisable after the expiration of ten (10) years from the date of
its grant.


 


7.2             
Limitations on Exercise of Option. An Option shall be exercisable in whole or in such installments and at
such times as specified in the Option Agreement.


 


7.3             
Special Limitations on Incentive Stock Options. To the extent that the aggregate Fair Market Value (determined
at the time the respective Incentive Stock Option is granted) of Ordinary Shares with respect to which Incentive Stock Options
are exercisable for the first time by an individual during any calendar year under all plans of the Company and any parent corporation
or subsidiary corporation thereof (both as defined in Section 424 of the Code) which provide for the grant of Incentive Stock Options
exceeds One Hundred Thousand Dollars ($100,000) (or such other individual limit as may be in effect under the Code on the date
of grant), the portion of such Incentive Stock Options that exceeds such threshold shall be treated as Non-qualified Stock Options.
The Committee shall determine, in accordance with applicable provisions of the Code, Treasury Regulations and other administrative
pronouncements, which of a Holder’s Options, which were intended by the Committee to be Incentive Stock Options when granted
to the Holder, will not constitute Incentive Stock Options because of such limitation, and shall notify the Holder of such determination
as soon as practicable after such determination. No Incentive Stock Option shall be granted to an Employee if, at the time the
Incentive Stock Option is granted, such Employee is a Ten Percent Shareholder, unless (i) at the time such Incentive Stock Option
is granted the Option price is at least one hundred ten percent (110 %) of the Fair Market Value of the Ordinary Shares subject
to the Incentive Stock Option, and (ii) such Incentive Stock Option by its terms is not exercisable after the expiration of five
(5) years from the date of grant. No Incentive Stock Option shall be granted more than ten (10) years from the earlier of the Effective
Date or date on which the Plan is approved by the Company’s shareholders. The designation by the Committee of an Option as
an Incentive Stock Option shall not guarantee the Holder that the Option will satisfy the applicable requirements for “incentive
stock option” status under Section 422 of the Code.


 




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7.4             
Option Agreement. Each Option shall be evidenced by an Option Agreement in such form and containing such provisions
not inconsistent with the provisions of the Plan as the Committee from time to time shall approve, including, but not limited to,
provisions intended to qualify an Option as an Incentive Stock Option. An Option Agreement may provide for the payment of the Option
price, in whole or in part, by the delivery of a number of Ordinary Shares (plus cash if necessary) that have been owned by the
Holder for at least six (6) months and having a Fair Market Value equal to such Option price, or such other forms or methods as
the Committee may determine from time to time, in each case, subject to such rules and regulations as may be adopted by the Committee.
Each Option Agreement shall, solely to the extent inconsistent with the provisions of Sections 6.2, 6.3, and 6.4, as applicable,
specify the effect of Termination of Service on the exercisability of the Option. Moreover, without limiting the generality of
the foregoing, a Non-qualified Stock Option Agreement may provide for a “cashless exercise” of the Option, in whole
or in part, by (a) establishing procedures whereby the Holder, by a properly-executed written notice, directs (i) an
immediate market sale or margin loan as to all or a part of Ordinary Shares to which he is entitled to receive upon exercise of
the Option, pursuant to an extension of credit by the Company to the Holder of the Option price, (ii) the delivery of the
Ordinary Shares from the Company directly to a brokerage firm and (iii) the delivery of the Option price from sale or margin
loan proceeds from the brokerage firm directly to the Company, or (b) reducing the number of Ordinary Shares to be issued
upon exercise of the Option by the number of such Shares having an aggregate Fair Market Value equal to the Option price (or portion
thereof to be so paid) as of the date of the Option’s exercise. An Option Agreement may also include provisions relating
to: (i) subject to the provisions hereof, accelerated vesting of Options, including but not limited to, upon the occurrence
of a Change of Control, (ii) tax matters (including provisions covering any applicable Employee wage withholding requirements and
requiring additional “gross-up” payments to Holders to meet any excise taxes or other additional income tax liability
imposed as a result of a payment made upon a Change of Control resulting from the operation of the Plan or of such Option Agreement)
and (iii) any other matters not inconsistent with the terms and provisions of the Plan that the Committee shall in its sole discretion
determine. The terms and conditions of the respective Option Agreements need not be identical.


 


7.5             
Option Price and Payment. The price at which an Ordinary Share may be purchased
upon exercise of an Option shall be determined by the Committee; provided, however, that such Option price (i) shall
not be less than the Fair Market Value of an Ordinary Share on the date such Option is granted (or 110% of Fair Market Value for
an Incentive Stock Option held by Ten Percent Shareholder, as provided in Section 7.3), and (ii) shall be subject to adjustment
as provided in Article XV. The Option or portion thereof may be exercised by delivery of an irrevocable notice of exercise to the
Company. The Option price for the Option or portion thereof shall be paid in full in the manner prescribed by the Committee as
set forth in the Plan and the applicable Option Agreement, which manner, with the consent of the Committee, may include the withholding
of Ordinary Shares otherwise issuable in connection with the exercise of the Option. Separate share certificates shall be issued
by the Company for those Ordinary Shares acquired pursuant to the exercise of an Incentive Stock Option and for those Ordinary
Shares acquired pursuant to the exercise of a Non-qualified Stock Option.


 




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7.6             
Shareholder Rights and Privileges. The Holder of an Option shall be entitled
to all the privileges and rights of a shareholder of the Company solely with respect to such Ordinary Shares as have been purchased
under the Option and for which share certificates have been registered in the Holder’s name.


 


7.7             
Options and Rights in Substitution for Stock or Options Granted by Other Corporations.
Options may be granted under the Plan from time to time in substitution for stock options held by individuals employed by entities
who become Employees, Directors or Consultants as a result of a merger or consolidation of the employing entity with the Company
or any Affiliate, or the acquisition by the Company or an Affiliate of the assets of the employing entity, or the acquisition by
the Company or an Affiliate of stock or shares of the employing entity with the result that such employing entity becomes an Affiliate.


 


7.8             
Prohibition Against Re-Pricing. Except to the extent (i) approved in advance
by holders of a majority of the shares of the Company entitled to vote generally in the election of directors, or (ii) as
a result of any Change of Control or any adjustment as provided in Article XV, the Committee shall not have the power or authority
to reduce, whether through amendment or otherwise, the exercise price under any outstanding Option or Stock Appreciation Right,
or to grant any new Award or make any payment of cash in substitution for or upon the cancellation of Options and/or Stock Appreciation
Rights previously granted.


 


Article
VIII

RESTRICTED STOCK AWARDS


 


8.1             
Award. A Restricted Stock Award shall constitute an Award of Ordinary Shares
to the Holder as of the date of the Award which are subject to a “substantial risk of forfeiture” as defined under
Section 83 of the Code during the specified Restriction Period. At the time a Restricted Stock Award is made, the Committee shall
establish the Restriction Period applicable to such Award. Each Restricted Stock Award may have a different Restriction Period,
in the discretion of the Committee. The Restriction Period applicable to a particular Restricted Stock Award shall not be changed
except as permitted by Section 8.2.


 


8.2             
Terms and Conditions. At the time any Award is made under this Article VIII,
the Company and the Holder shall enter into a Restricted Stock Agreement setting forth each of the matters contemplated thereby
and such other matters as the Committee may determine to be appropriate. Ordinary Shares awarded pursuant to a Restricted Stock
Award shall be represented by a share certificate registered in the name of the Holder of such Restricted Stock Award. If provided
for under the Restricted Stock Agreement, the Holder shall have the right to vote Ordinary Shares subject thereto and to enjoy
all other shareholder rights, including the entitlement to receive dividends on the Ordinary Shares during the Restriction Period,
except that (i) the Holder shall not be entitled to delivery of the share certificate until the Restriction Period shall have
expired, (ii) the Company shall retain custody of the share certificate during the Restriction Period (with a share power
endorsed by the Holder in blank), (iii) the Holder may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose
of the Ordinary Shares during the Restriction Period and (iv) a breach of the terms and conditions established by the Committee
pursuant to the Restricted Stock Agreement shall cause a forfeiture of the Restricted Stock Award. At the time of such Award, the
Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Restricted Stock Awards,
including, but not limited to, rules pertaining to the effect of Termination of Service prior to expiration of the Restriction
Period. Such additional terms, conditions or restrictions shall, to the extent inconsistent with the provisions of Sections 6.2,
6.3 and 6.4, as applicable, be set forth in a Restricted Stock Agreement made in conjunction with the Award. Such Restricted Stock
Agreement may also include provisions relating to: (i) subject to the provisions hereof, accelerated vesting of Awards, including
but not limited to accelerated vesting upon the occurrence of a Change of Control, (ii) tax matters (including provisions
covering any applicable Employee wage withholding requirements and requiring additional “gross-up” payments to Holders
to meet any excise taxes or other additional income tax liability imposed as a result of a payment made in connection with a Change
of Control resulting from the operation of the Plan or of such Restricted Stock Agreement) and (iii) any other matters not
inconsistent with the terms and provisions of the Plan that the Committee shall in its sole discretion determine. The terms and
conditions of the respective Restricted Stock Agreements need not be identical. All Ordinary Shares delivered to a Holder as part
of a Restricted Stock Award shall be delivered and reported by the Company or the Affiliate, as applicable, to the Holder at the
time of vesting. 


 




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8.3             
Payment for Restricted Stock. The Committee shall determine the amount and form
of any payment from a Holder for Ordinary Shares received pursuant to a Restricted Stock Award, if any, provided that in the absence
of such a determination, a Holder shall not be required to make any payment for Ordinary Shares received pursuant to a Restricted
Stock Award, except to the extent otherwise required by law.


 


Article
IX

UNRESTRICTED STOCK AWARDS


 


9.1             
Award. Ordinary Shares may be awarded (or sold) to Employees, Directors or Consultants
under the Plan which are not subject to Restrictions of any kind, in consideration for past services rendered thereby to the Company
or an Affiliate or for other valid consideration. 


 


9.2             
Terms and Conditions. At the time any Award is made under this Article IX, the
Company and the Holder shall enter into an Unrestricted Stock Agreement setting forth each of the matters contemplated hereby and
such other matters as the Committee may determine to be appropriate.


 


9.3             
Payment for Unrestricted Stock. The Committee shall determine the amount and
form of any payment from a Holder for Ordinary Shares received pursuant to an Unrestricted Stock Award, if any, provided that in
the absence of such a determination, a Holder shall not be required to make any payment for Ordinary Shares received pursuant to
an Unrestricted Stock Award, except to the extent otherwise required by law.


 


Article
X

RESTRICTED STOCK UNIT AWARDS


 


10.1         
Award. A Restricted Stock Unit Award shall constitute a promise to grant Ordinary
Shares (or cash equal to the Fair Market Value of Ordinary Shares) to the Holder at the end of a specified Restriction Period.
At the time a Restricted Stock Unit Award is made, the Committee shall establish the Restriction Period applicable to such Award.
Each Restricted Stock Unit Award may have a different Restriction Period, in the discretion of the Committee. A Restricted Stock
Unit shall not constitute an equity interest in the Company and shall not entitle the Participant to voting rights, dividends or
any other rights associated with ownership of Ordinary Shares prior to the time the Holder shall receive a distribution of Ordinary
Shares pursuant to Section 10.3.


 


10.2         
Terms and Conditions. At the time any Award is made under this Article X, the
Company and the Holder shall enter into a Restricted Stock Unit Agreement setting forth each of the matters contemplated thereby
and such other matters as the Committee may determine to be appropriate. The Restricted Stock Unit Agreement shall set forth the
individual service-based vesting requirement which the Holder would be required to satisfy before the Holder would become entitled
to distribution pursuant to Section 10.3 and the number of Units awarded to the Holder. Such conditions shall be sufficient to
constitute a “substantial risk of forfeiture” as such term is defined under Section 409A of the Code. At the time of
such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Restricted
Stock Unit Awards in the Restricted Stock Unit Agreement, including, but not limited to, rules pertaining to the effect of Termination
of Service prior to expiration of the applicable vesting period. The terms and conditions of the respective Restricted Stock Unit
Agreements need not be identical.


 




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10.3         
Distributions of Shares. The Holder of a Restricted Stock Unit shall be entitled
to receive a cash payment equal to the Fair Market Value of an Ordinary Share, or one Ordinary Share, as determined in the sole
discretion of the Committee and as set forth in the Restricted Stock Unit Agreement, for each Restricted Stock Unit subject to
such Restricted Stock Unit Award, if the Holder satisfies the applicable vesting requirement. Such distribution shall be made no
later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the calendar
year in which the Restricted Stock Unit first becomes vested (i.e., no longer subject to a “substantial risk of forfeiture”).


 


Article
XI

PERFORMANCE UNIT AWARDS


 


11.1         
Award. A Performance Unit Award shall constitute an Award under which, upon
the satisfaction of predetermined individual and/or Company (and/or Affiliate) Performance Goals based on selected Performance
Criteria, a cash payment shall be made to the Holder, based on the number of Units awarded to the Holder. At the time a Performance
Unit Award is made, the Committee shall establish the Performance Period and applicable Performance Goals. Each Performance Unit
Award may have different Performance Goals, in the discretion of the Committee. A Performance Unit Award shall not constitute an
equity interest in the Company and shall not entitle the Participant to voting rights, dividends or any other rights associated
with ownership of Ordinary Shares unless and until the Holder shall receive a distribution of Ordinary Shares pursuant to Section 11.3.


 


11.2         
Terms and Conditions. At the time any Award is made under this Article XI, the
Company and the Holder shall enter into a Performance Unit Agreement setting forth each of the matters contemplated thereby and
such other matters as the Committee may determine to be appropriate. The Committee shall set forth in the applicable Performance
Unit Agreement the Performance Period, Performance Criteria and Performance Goals which the Holder and/or the Company would be
required to satisfy before the Holder would become entitled to payment pursuant to Section 11.3, the number of Units awarded to
the Holder and the dollar value or formula assigned to each such Unit. Such payment shall be subject to a “substantial risk
of forfeiture” under Section 409A of the Code. At the time of such Award, the Committee may, in its sole discretion, prescribe
additional terms and conditions or restrictions relating to Performance Unit Awards, including, but not limited to, rules pertaining
to the effect of Termination of Service prior to expiration of the applicable performance period. The terms and conditions of the
respective Performance Unit Agreements need not be identical.


 


11.3         
Payments. The Holder of a Performance Unit shall be entitled to receive a cash
payment equal to the dollar value assigned to such Unit under the applicable Performance Unit Agreement if the Holder and/or the
Company satisfy (or partially satisfy, if applicable under the applicable Performance Unit Agreement) the Performance Goals set
forth in such Performance Unit Agreement. If necessary to satisfy the requirements of Code Section 162(m), if applicable, the
achievement of such Performance Goals shall be certified in writing by the Committee prior to any payment. All payments shall
be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end
of the Company’s fiscal year to which such performance goals and objectives relate.


 







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Article
XII

PERFORMANCE STOCK AWARDS


 


12.1         
Award. A Performance Stock Award shall constitute a promise to grant Ordinary
Shares (or cash equal to the Fair Market Value of Ordinary Shares) to the Holder at the end of a specified Performance Period subject
to achievement of specified Performance Goals. At the time a Performance Stock Award is made, the Committee shall establish the
Performance Period and applicable Performance Goals based on selected Performance Criteria. Each Performance Stock Award may have
different Performance Goals, in the discretion of the Committee. A Performance Stock Award shall not constitute an equity interest
in the Company and shall not entitle the Participant to voting rights, dividends or any other rights associated with ownership
of Ordinary Shares unless and until the Holder shall receive a distribution of Ordinary Shares pursuant to Section 11.3.


 


12.2         
Terms and Conditions. At the time any Award is made under this Article XII,
the Company and the Holder shall enter into a Performance Stock Agreement setting forth each of the matters contemplated thereby
and such other matters as the Committee may determine to be appropriate. The Committee shall set forth in the applicable Performance
Stock Agreement the Performance Period, selected Performance Criteria and Performance Goals which the Holder and/or the Company
would be required to satisfy before the Holder would become entitled to the receipt of Ordinary Shares pursuant to such Holder’s
Performance Stock Award and the number of Ordinary Shares subject to such Performance Stock Award. Such distribution shall be subject
to a “substantial risk of forfeiture” under Section 409A of the Code. If such Performance Goals are achieved, the distribution
of Ordinary Shares shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month
next following the end of the Company’s fiscal year to which such goals and objectives relate. At the time of such Award,
the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Performance Stock
Awards, including, but not limited to, rules pertaining to the effect of the Holder’s Termination of Service prior to the
expiration of the applicable performance period. The terms and conditions of the respective Performance Stock Agreements need not
be identical.


 


12.3         
Distributions of Shares. The Holder of a Performance Stock Award shall be entitled
to receive a cash payment equal to the Fair Market Value of an Ordinary Share, or one Ordinary Share, as determined in the sole
discretion of the Committee, for each Performance Stock Award subject to such Performance Stock Agreement, if the Holder satisfies
the applicable vesting requirement. If necessary to satisfy the requirements of Code Section 162(m), if applicable, the achievement
of such Performance Goals shall be certified in writing by the Committee prior to any payment. Such distribution shall be made
no later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the
Company’s fiscal year to which such performance goals and objectives relate.


 


Article
XIII

DISTRIBUTION EQUIVALENT RIGHTS


 


13.1         
Award. A Distribution Equivalent Right shall entitle the Holder to receive bookkeeping
credits, cash payments and/or Ordinary Share distributions equal in amount to the distributions that would have been made to the
Holder had the Holder held a specified number of Ordinary Shares during the specified period of the Award. 


 




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13.2         
Terms and Conditions. At the time any Award is made under this Article XIII,
the Company and the Holder shall enter into a Distribution Equivalent Rights Award Agreement setting forth each of the matters
contemplated thereby and such other matters as the Committee may determine to be appropriate. The Committee shall set forth in
the applicable Distribution Equivalent Rights Award Agreement the terms and conditions, if any, including whether the Holder is
to receive credits currently in cash, is to have such credits reinvested (at Fair Market Value determined as of the date of reinvestment)
in additional Ordinary Shares or is to be entitled to choose among such alternatives. Such receipt shall be subject to a “substantial
risk of forfeiture” under Section 409A of the Code and, if such Award becomes vested, the distribution of such cash or Ordinary
Shares shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next following
the end of the Company’s fiscal year in which the Holder’s interest in the Award vests. Distribution Equivalent Rights
Awards may be settled in cash or in Ordinary Shares, as set forth in the applicable Distribution Equivalent Rights Award Agreement.
A Distribution Equivalent Rights Award may, but need not be, awarded in tandem with another Award (other than an Option), whereby,
if so awarded, such Distribution Equivalent Rights Award shall expire, terminate or be forfeited by the Holder, as applicable,
under the same conditions as under such other Award. 


 


13.3         
Interest Equivalents. The Distribution Equivalent Rights Award Agreement for
a Distribution Equivalent Rights Award may provide for the crediting of interest on a Distribution Rights Award to be settled in
cash at a future date (but in no event later than by the fifteenth (15th) day of the third (3rd) calendar
month next following the end of the Company’s fiscal year in which such interest is credited and vested), at a rate set forth
in the applicable Distribution Equivalent Rights Award Agreement, on the amount of cash payable thereunder.


 


Article
XIV

STOCK APPRECIATION RIGHTS


 


14.1         
Award. A Stock Appreciation Right shall constitute a right, granted alone or
in connection with a related Option, to receive a payment equal to the increase in value of a specified number of Ordinary Shares
between the date of Award and the date of exercise.


 


14.2         
Terms and Conditions. At the time any Award is made under this Article XIV,
the Company and the Holder shall enter into a Stock Appreciation Right Agreement setting forth each of the matters contemplated
thereby and such other matters as the Committee may determine to be appropriate. The Committee shall set forth in the applicable
Stock Appreciation Right Agreement the terms and conditions of the Stock Appreciation Right, including (i) the base value (the
“Base Value”) for the Stock Appreciation Right, which shall be not less than the Fair Market Value of an Ordinary
Share on the date of grant of the Stock Appreciation Right, (ii) the number of Ordinary Shares subject to the Stock Appreciation
Right, (iii) the period during which the Stock Appreciation Right may be exercised; provided, however, that no Stock
Appreciation Right shall be exercisable after the expiration of ten (10) years from the date of its grant, and (iv) any other special
rules and/or requirements which the Committee imposes upon the Stock Appreciation Right. Upon the exercise of some or all of the
portion of a Stock Appreciation Right, the Holder shall receive a payment from the Company, in cash or in the form of Ordinary
Shares having an equivalent Fair Market Value or in a combination of both, as determined in the sole discretion of the Committee,
equal to the product of:


 


(a)               
The excess of (i) the Fair Market Value of an Ordinary Share on the date of exercise, over (ii) the Base Value, multiplied
by,


 


(b)              
The number of Ordinary Shares with respect to which the Stock Appreciation Right is exercised.


 




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14.3         
Tandem Stock Appreciation Rights. If the Committee grants a Stock Appreciation
Right which is intended to be a Tandem Stock Appreciation Right, the Tandem Stock Appreciation Right shall be granted at the same
time as the related Option, and the following special rules shall apply:


 


(a)               
The Base Value shall be equal to or greater than the per Ordinary Share exercise price under the related Option;


 


(b)              
The Tandem Stock Appreciation Right may be exercised for all or part of the Ordinary Shares which are subject to
the related Option, but solely upon the surrender by the Holder of the Holder’s right to exercise the equivalent portion
of the related Option (and when an Ordinary Share is purchased under the related Option, an equivalent portion of the related Tandem
Stock Appreciation Right shall be canceled);


 


(c)               
The Tandem Stock Appreciation Right shall expire no later than the date of the expiration of the related Option;


 


(d)              
The value of the payment with respect to the Tandem Stock Appreciation Right may be no more than one hundred percent
(100%) of the difference between the per Ordinary Share exercise price under the related Option and the Fair Market Value of the
Ordinary Shares subject to the related Option at the time the Tandem Stock Appreciation Right is exercised, multiplied by the number
of the Ordinary Shares with respect to which the Tandem Stock Appreciation Right is exercised; and


 


(e)               
The Tandem Stock Appreciation Right may be exercised solely when the Fair Market Value of the Ordinary Shares subject
to the related Option exceeds the per Ordinary Share exercise price under the related Option.


 


Article
XV

RECAPITALIZATION OR REORGANIZATION


 


15.1         
Adjustments to Ordinary Shares. The shares with respect to which Awards may
be granted under the Plan are Ordinary Shares as presently constituted; provided, however, that if, and whenever,
prior to the expiration or distribution to the Holder of Ordinary Shares underlying an Award theretofore granted, the Company shall
effect a subdivision or consolidation of the Ordinary Shares or the payment of an Ordinary Share dividend on Ordinary Shares without
receipt of consideration by the Company, the number of Ordinary Shares with respect to which such Award may thereafter be exercised
or satisfied, as applicable, (i) in the event of an increase in the number of outstanding Ordinary Shares, shall be proportionately
increased, and the purchase price per Ordinary Share shall be proportionately reduced, and (ii) in the event of a reduction
in the number of outstanding Ordinary Shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall
be proportionately increased. Notwithstanding the foregoing or any other provision of this Article XV, any adjustment made with
respect to an Award (x) which is an Incentive Stock Option, shall comply with the requirements of Section 424(a) of the Code, and
in no event shall any adjustment be made which would render any Incentive Stock Option granted under the Plan to be other than
an “incentive stock option” for purposes of Section 422 of the Code, and (y) which is a Non-qualified Stock Option,
shall comply with the requirements of Section 409A of the Code, and in no event shall any adjustment be made which would render
any Non-qualified Stock Option granted under the Plan to become subject to Section 409A of the Code.


 


15.2         
Recapitalization. If the Company recapitalizes or otherwise changes its capital
structure, thereafter upon any exercise or satisfaction, as applicable, of a previously granted Award, the Holder shall be entitled
to receive (or entitled to purchase, if applicable) under such Award, in lieu of the number of Ordinary Shares then covered by
such Award, the number and class of shares and securities to which the Holder would have been entitled pursuant to the terms of
the recapitalization if, immediately prior to such recapitalization, the Holder had been the holder of record of the number of
Ordinary Shares then covered by such Award.


 




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15.3         
Other Events. In the event of changes to the outstanding Ordinary Shares by
reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or
other relevant changes in capitalization occurring after the date of the grant of any Award and not otherwise provided for under
this Article XV, any outstanding Awards and any Award Agreements evidencing such Awards shall be adjusted by the Board in its discretion
in such manner as the Board shall deem equitable or appropriate taking into consideration the applicable accounting and tax consequences,
as to the number and price of Ordinary Shares or other consideration subject to such Awards. In the event of any adjustment pursuant
to Sections 15.1, 15.2 or this Section 15.3, the aggregate number of Ordinary Shares available under the Plan pursuant to Section
5.1 (and the Code Section 162(m) limit set forth therein) may be appropriately adjusted by the Board, the determination of which
shall be conclusive. In addition, the Committee may make provision for a cash payment to a Participant or a person who has an outstanding
Award. The number of Ordinary Shares subject to any Award shall be rounded to the nearest whole number. 


 


15.4         
Powers Not Affected. The existence of the Plan and the Awards granted hereunder
shall not affect in any way the right or power of the Board or of the shareholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change of the Company’s capital structure or business, any merger or consolidation
of the Company, any issue of debt or equity securities ahead of or affecting Ordinary Shares or the rights thereof, the dissolution
or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or
any other corporate act or proceeding.


 


15.5         
No Adjustment for Certain Awards. Except as hereinabove expressly provided,
the issuance by the Company of shares of any class or securities convertible into shares of any class, for cash, property, labor
or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor or upon conversion of shares or obligations
of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect
previously granted Awards, and no adjustment by reason thereof shall be made with respect to the number of Ordinary Shares subject
to Awards theretofore granted or the purchase price per Ordinary Share, if applicable.


 


Article
XVI

AMENDMENT AND TERMINATION OF PLAN


 


The Plan shall continue in effect, unless
sooner terminated pursuant to this Article XVI, until the tenth (10th) anniversary of the date on which it is adopted
by the Board (except as to Awards outstanding on that date). The Board in its discretion may terminate the Plan at any time with
respect to any shares for which Awards have not theretofore been granted; provided, however, that the Plan’s
termination shall not materially and adversely impair the rights of a Holder with respect to any Award theretofore granted without
the consent of the Holder. The Board shall have the right to alter or amend the Plan or any part hereof from time to time; provided,
however, that without the approval by a majority of the votes cast at a meeting of shareholders at which a quorum representing
a majority of the shares of the Company entitled to vote generally in the election of directors is present in person or by proxy,
no amendment or modification of the Plan may (i) materially increase the benefits accruing to Holders, (ii) except as
otherwise expressly provided in Article XV, materially increase the number of Ordinary Shares subject to the Plan or the individual
Award Agreements specified in Article V, (iii) materially modify the requirements for participation in the Plan, or (iv) amend,
modify or suspend Section 7.7 (re-pricing prohibitions) or this Article XVI. In addition, no change in any Award theretofore granted
may be made which would materially and adversely impair the rights of a Holder with respect to such Award without the consent of
the Holder (unless such change is required in order to cause the benefits under the Plan to qualify as “performance-based”
compensation within the meaning of Section 162(m) of the Code or to exempt the Plan or any Award from Section 409A of the Code).


 




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Article
XVII

MISCELLANEOUS


 


17.1         
No Right to Award. Neither the adoption of the Plan by the Company nor any action
of the Board or the Committee shall be deemed to give an Employee, Director or Consultant any right to an Award except as may be
evidenced by an Award Agreement duly executed on behalf of the Company, and then solely to the extent and on the terms and conditions
expressly set forth therein.


 


17.2         
No Rights Conferred. Nothing contained in the Plan shall (i) confer upon
any Employee any right with respect to continuation of employment with the Company or any Affiliate, (ii) interfere in any
way with any right of the Company or any Affiliate to terminate the employment of an Employee at any time, (iii) confer upon
any Director any right with respect to continuation of such Director’s membership on the Board, (iv) interfere in any
way with any right of the Company or an Affiliate to terminate a Director’s membership on the Board at any time, (v) confer
upon any Consultant any right with respect to continuation of his or her consulting engagement with the Company or any Affiliate,
or (vi) interfere in any way with any right of the Company or an Affiliate to terminate a Consultant’s consulting engagement
with the Company or an Affiliate at any time.


 


17.3         
Other Laws; No Fractional Shares; Withholding. The Company shall not be obligated
by virtue of any provision of the Plan to recognize the exercise of any Award or to otherwise sell or issue Ordinary Shares in
violation of any laws, rules or regulations, and any postponement of the exercise or settlement of any Award under this provision
shall not extend the term of such Award. Neither the Company nor its directors or officers shall have any obligation or liability
to a Holder with respect to any Award (or Ordinary Shares issuable thereunder) (i) that shall lapse because of such postponement,
or (ii) for any failure to comply with the requirements of any applicable law, rules or regulations, including but not limited
to any failure to comply with the requirements of Section 409A of this Code. No fractional Ordinary Shares shall be delivered,
nor shall any cash in lieu of fractional Ordinary Shares be paid. The Company shall have the right to deduct in cash (whether under
this Plan or otherwise) in connection with all Awards any taxes required by law to be withheld and to require any payments required
to enable it to satisfy its withholding obligations. In the case of any Award satisfied in the form of Ordinary Shares, no Ordinary
Shares shall be issued unless and until arrangements satisfactory to the Company shall have been made to satisfy any tax withholding
obligations applicable with respect to such Award. Subject to such terms and conditions as the Committee may impose, the Company
shall have the right to retain, or the Committee may, subject to such terms and conditions as it may establish from time to time,
permit Holders to elect to tender, Ordinary Shares (including Ordinary Shares issuable in respect of an Award) to satisfy, in whole
or in part, the amount required to be withheld.


 


17.4         
No Restriction on Corporate Action. Nothing contained in the Plan shall be construed
to prevent the Company or any Affiliate from taking any corporate action which is deemed by the Company or such Affiliate to be
appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Award made under
the Plan. No Employee, Director, Consultant, beneficiary or other person shall have any claim against the Company or any Affiliate
as a result of any such action.


 




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17.5         
Restrictions on Transfer. No Award under the Plan or any Award Agreement and
no rights or interests herein or therein, shall or may be assigned, transferred, sold, exchanged, encumbered, pledged or otherwise
hypothecated or disposed of by a Holder except (i) by will or by the laws of descent and distribution, or (ii) where
permitted under applicable tax rules, by gift to any Family Member of the Holder, subject to compliance with applicable laws. An
Award may be exercisable during the lifetime of the Holder only by such Holder or by the Holder’s guardian or legal representative
unless it has been transferred by gift to a Family Member of the Holder, in which case it shall be exercisable solely by such transferee.
Notwithstanding any such transfer, the Holder shall continue to be subject to the withholding requirements provided for under Section 17.3
hereof.


 


17.6         
Beneficiary Designations. Each Holder may, from time to time, name a beneficiary
or beneficiaries (who may be contingent or successive beneficiaries) for purposes of receiving any amount which is payable in connection
with an Award under the Plan upon or subsequent to the Holder’s death. Each such beneficiary designation shall serve to revoke
all prior beneficiary designations, be in a form prescribed by the Company and be effective solely when filed by the Holder in
writing with the Company during the Holder’s lifetime. In the absence of any such written beneficiary designation, for purposes
of the Plan, a Holder’s beneficiary shall be the Holder’s estate.


 


17.7         
Rule 16b-3. It is intended that the Plan and any Award made to a person subject
to Section 16 of the Exchange Act shall meet all of the requirements of Rule 16b-3. If any provision of the Plan or of any
such Award would disqualify the Plan or such Award under, or would otherwise not comply with the requirements of, Rule 16b-3,
such provision or Award shall be construed or deemed to have been amended as necessary to conform to the requirements of Rule 16b-3.


 


17.8         
Section 162(m). The following conditions shall apply if it is intended that
the requirements of Section 162(m) of the Code be satisfied such that Awards under the Plan which are made to Holders who are “covered
employees” (as defined in Section 162(m) of the Code) shall constitute “performance-based” compensation within
the meaning of Section 162(m) of the Code: Any Performance Goal(s) applicable to Qualified Performance-Based Awards shall be objective,
shall be established not later than ninety (90) days after the beginning of any applicable Performance Period (or at such other
date as may be required or permitted for “performance-based” compensation under Section 162(m) of the Code) and shall
otherwise meet the requirements of Section 162(m) of the Code, including the requirement that the outcome of the Performance Goal
or Goals be substantially uncertain (as defined in the regulations under Section 162(m) of the Code) at the time established. The
Performance Criteria to be utilized under the Plan to establish Performance Goals shall consist of objective tests based on one
or more of the following: earnings or earnings per share, cash flow or cash flow per share, operating cash flow or operating cash
flow per share revenue growth, product revenue growth, financial return ratios (such as return on equity, return on investment
and/or return on assets), share price performance, shareholder return, equity and/or value, operating income, operating margins,
earnings before interest, taxes, depreciation and amortization, earnings, pre- or post-tax income, economic value added (or an
equivalent metric), profit returns and margins, credit quality, sales growth, market share, working capital levels, comparisons
with various share market indices, year-end cash, debt reduction, assets under management, operating efficiencies, strategic partnerships
or transactions (including co-development, co-marketing, profit sharing, joint venture or other similar arrangements), and/or financing
and other capital raising transaction. Performance criteria may be established on a Company-wide basis or with respect to one or
more Company business units or divisions or subsidiaries; and either in absolute terms, relative to the performance of one or more
similarly situated companies, or relative to the performance of an index covering a peer group of companies. When establishing
Performance Goals for the applicable Performance Period, the Committee may exclude any or all “extraordinary items”
as determined under U.S. generally accepted accounting principles including, without limitation, the charges or costs associated
with restructurings of the Company, discontinued operations, other unusual or non-recurring items, and the cumulative effects of
accounting changes, and as identified in the Company’s financial statements, notes to the Company’s financial statements
or management’s discussion and analysis of financial condition and results of operations contained in the Company’s
most recent annual report filed with the U.S. Securities and Exchange Commission pursuant to the Exchange Act. Holders who are
“covered employees” (as defined in Section 162(m) of the Code) shall be eligible to receive payment under a Qualified
Performance-Based Award which is subject to achievement of a Performance Goal or Goals only if the applicable Performance Goal
or Goals are achieved within the applicable Performance Period, as determined by the Committee. If any provision of the Plan would
disqualify the Plan or would not otherwise permit the Plan to comply with Section 162(m) of the Code as so intended, such
provision shall be construed or deemed amended to conform to the requirements or provisions of Section 162(m) of the Code. The
Committee may postpone the exercising of Awards, the issuance or delivery of Ordinary Shares under any Award or any action permitted
under the Plan to prevent the Company or any subsidiary from being denied a federal income tax deduction, provided that such deferral
satisfies the requirements of Section 409A of the Code. For purposes of the requirements of Treasury Regulation Section 1.162-27(e)(4)(i),
the maximum aggregate amount that may be paid in cash during any calendar year to any one person (measured from the date of any
payment) with respect to one or more Awards payable in cash shall be Two Million Dollars ($2,000,000). 


 




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17.9         
Section 409A. Notwithstanding any other provision of the Plan, the Committee
shall have no authority to issue an Award under the Plan with terms and/or conditions which would cause such Award to constitute
non-qualified “deferred compensation” under Section 409A of the Code unless such Award shall be structured to
be exempt from or comply with all requirements of Code Section 409A. The Plan and all Award Agreements are intended to comply with
the requirements of Section 409A of the Code (or to be exempt therefrom) and shall be so interpreted and construed and no
amount shall be paid or distributed from the Plan unless and until such payment complies with all requirements of Code Section
409A. It is the intent of the Company that the provisions of this Agreement and all other plans and programs sponsored by the Company
be interpreted to comply in all respects with Code Section 409A, however, the Company shall have no liability to the Holder, or
any successor or beneficiary thereof, in the event taxes, penalties or excise taxes may ultimately be determined to be applicable
to any payment or benefit received by the Holder or any successor or beneficiary thereof. 


 


17.10     
Indemnification. Each person who is or shall have been a member of the Committee
or of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that
may be imposed upon or reasonably incurred thereby in connection with or resulting from any claim, action, suit, or proceeding
to which such person may be made a party or may be involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid thereby in settlement thereof, with the Company’s approval, or paid thereby in
satisfaction of any judgment in any such action, suit, or proceeding against such person; provided, however, that
such person shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes
to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive and shall be independent
of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation
or By-laws, by contract, as a matter of law, or otherwise.


 


17.11     
Other Benefit Plans. No Award, payment or amount received hereunder shall be
taken into account in computing an Employee’s salary or compensation for the purposes of determining any benefits under any
pension, retirement, life insurance or other benefit plan of the Company or any Affiliate, unless such other plan specifically
provides for the inclusion of such Award, payment or amount received. Nothing in the Plan shall be construed to limit the right
of the Company to establish other plans or to pay compensation to its employees, in cash or property, in a manner which is not
expressly authorized under the Plan.


 




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17.12     
Limits of Liability. Any liability of the Company with respect to an Award shall
be based solely upon the contractual obligations created under the Plan and the Award Agreement. None of the Company, any member
of the Board nor any member of the Committee shall have any liability to any party for any action taken or not taken, in good faith,
in connection with or under the Plan.


 


17.13     
Governing Law. Except as otherwise provided herein, the Plan shall be construed
in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law.


 


17.14     
Severability of Provisions. If any provision of the Plan is held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other provision of the Plan, and the Plan shall be construed
and enforced as if such invalid or unenforceable provision had not been included in the Plan.


 


17.15     
No Funding. The Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of funds or assets to ensure the payment of any Award.
Prior to receipt of Shares or cash distribution pursuant to the terms of an Award, such Award shall represent an unfunded unsecured
contractual obligation of the Company and the Holder shall have no greater claim to the Shares underlying such Award or any other
assets of the Company than any other unsecured general creditor.


 


17.16     
Headings. Headings used throughout the Plan are for convenience only and shall
not be given legal significance.


 




 


 


 


 


 






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