Exhibit
4.1


 







__________


 





  


2020
STOCK INCENTIVE PLAN


 


For:


 


URANIUM
ENERGY CORP.


 


Dated
June 5, 2020 


 


 


__________


 




 









     


     


    

 


URANIUM
ENERGY CORP.


 


2020
STOCK INCENTIVE PLAN


 


		1.	PURPOSE



 


1.1                           The
purpose of this Stock Incentive Plan (the “Plan”) is to advance the interests of Uranium Energy Corp. (the
 “Company”) by encouraging Eligible Participants (as herein defined) to acquire shares of the Company, thereby
increasing their proprietary interest in the Company, encouraging them to remain associated with the Company and furnish them
with additional incentive in their efforts on behalf of the Company in the conduct of their affairs.


 


1.2                           This
Plan is specifically designed for Eligible Participants of the Company who are residents of the United States and/or subject to
taxation in the United States, although Awards (as herein defined) under this Plan may be issued to other Eligible Participants.


 


1.3                            This
Plan supersedes, replaces and is in substitution for the Company’s “2019 Stock Incentive Plan”, dated
as originally ratified by the Board of Directors of the Company on June 6, 2019, as was ratified by the shareholders of the Company
at the Company’s annual general meeting held on July 31, 2019. Any securities issued under the 2019 Stock Incentive Plan
that are outstanding as of the date hereof are covered by this Plan. The maximum aggregate number of shares of the Company which
may be issued pursuant to all awards under this Plan is set forth in Section 3.1(a) hereof.


 


		2.	DEFINITIONS



 


2.1                          As
used herein, the following definitions shall apply:


 


		(a)	“Administrator”
                                         means the Committee or otherwise the Board;
	 	 	 



		(b)	“Affiliate”
                                         and “Associate” have the meanings ascribed to such terms in Rule 12b-2
                                         promulgated under the Exchange Act;
	 	 	 



		(c)	“Applicable
                                         Laws” means the legal requirements relating to the administration of stock
                                         incentive plans, if any, under applicable provisions of federal securities laws, state
                                         corporate laws, state or provincial securities laws, the Code, the rules of any applicable
                                         stock exchange or national market system, and the rules of any foreign jurisdiction applicable
                                         to Awards granted to residents therein;
	 	 	 



		(d)	“Award”
                                         means the grant of an Option, SAR, Restricted Stock, unrestricted Shares, Restricted
                                         Stock Unit, Deferred Stock Unit or other right or benefit under this Plan;
	 	 	 



		(e)	“Award
                                         Agreement” means the written agreement evidencing the grant of an Award executed
                                         by the Company and the Grantee, including any amendments thereto;



 






    


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	 	(f)	“Board”
                                         means the Board of Directors of the Company;
	 	 	 
		(g)	“Cause”
                                         means, with respect to the termination by the Company or a Related Entity of the Grantee’s
                                         Continuous Service, that such termination is for “Cause” as such term is
                                         expressly defined in a then-effective written agreement between the Grantee and the Company
                                         or such Related Entity, or in the absence of such then-effective written agreement and
                                         definition, is based on, in the determination of the Administrator, the Grantee’s:
	 	 	 



		(i)	refusal
                                         or failure to act in accordance with any specific, lawful direction or order of the Company
                                         or a Related Entity;
	 	 	 



		(ii)	unfitness
                                         or unavailability for service or unsatisfactory performance (other than as a result of
                                         Disability);
	 	 	 



		(iii)	performance
                                         of any act or failure to perform any act in bad faith and to the detriment of the Company
                                         or a Related Entity;
	 	 	 



		(iv)	dishonesty,
                                         intentional misconduct or material breach of any agreement with the Company or a Related
                                         Entity; or
	 	 	 



		(v)	commission
                                         of a crime involving dishonesty, breach of trust, or physical or emotional harm to any
                                         person;
	 	 	 



		(h)	“Change
                                         of Control” means, except as provided below, a change in ownership or control
                                         of the Company effected through any of the following transactions:
	 	 	 



		(i)	the
                                         direct or indirect acquisition by any person or related group of persons (other than
                                         an acquisition from or by the Company or by a Company-sponsored employee benefit plan
                                         or by a person that directly or indirectly controls, is controlled by, or is under common
                                         control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3
                                         of the Exchange Act) of securities possessing more than 50% of the total combined voting
                                         power of the Company’s outstanding securities pursuant to a tender or exchange
                                         offer made directly to the Company’s shareholders which a majority of the Continuing
                                         Directors who are not Affiliates or Associates of the offeror do not recommend such shareholders
                                         accept;
	 	 	 



		(ii)	a
                                         change in the composition of the Board over a period of 36 months or less such that a
                                         majority of the Board members (rounded up to the next whole number) ceases, by reason
                                         of one or more contested elections for Board membership, to be comprised of individuals
                                         who are Continuing Directors;
	 	 	 



		(iii)	the
                                         sale or exchange by the Company (in one or a series of transactions) of all or substantially
                                         all of its assets to any other person or entity; or
	 	 	 



		(iv)	approval
                                         by the shareholders of the Company of a plan to dissolve and liquidate the Company.



 






    


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Notwithstanding
the foregoing, the following transactions shall not constitute a Change of Control:


 


		(i)	the
                                         closing of any public offering of the Company’s securities pursuant to an effective
                                         registration statement filed under the United States Securities Act of 1933, as
                                         amended;
	 	 	 



		(ii)	the
                                         closing of a public offering of the Company’s securities through the facilities
                                         of any stock exchange; or
	 	 	 



		(iii)	with
                                         respect to an Award that is subject to Section 409A of the Code, and payment or settlement
                                         of such Award is to be accelerated in connection with an event that would otherwise constitute
                                         a Change of Control, no event set forth previously in this definition shall constitute
                                         a Change of Control for purposes of this Plan or any Award Agreement unless such event
                                         also constitutes a “change in the ownership”, a “change in
                                         the effective control” or a “change in the ownership of a substantial
                                         portion of the assets of the corporation” as defined under Section 409A of
                                         the Code and Treasury guidance formulated thereunder, which guidance currently provides
                                         that:
	 	 	 



		(A)	a
                                         change in ownership of a corporation shall be deemed to have occurred if any one person
                                         or more than one person acting as a group acquires stock of a corporation that constitutes
                                         more than 50% of the total Fair Market Value or total voting power of the stock of the
                                         corporation. Stock acquired by any person or group of people who already own more than
                                         50% of such total Fair Market Value or total voting power of stock shall not trigger
                                         a change in ownership;
	 	 	 



		(B)	a
                                         change in the effective control of a corporation generally shall be deemed to have occurred
                                         if within a 12-month period either:
	 	 	 



		(I)	any
                                         one person or more than one person acting as a group acquires ownership of stock possessing
                                         35% or more of the total voting power of the stock of the corporation; or
	 	 	 



		(II)	a
                                         majority of the members of the corporation’s board of directors is replaced by
                                         directors whose appointment or election is not endorsed by a majority of the members
                                         of the corporation’s board of directors prior to the date of the appointment or
                                         election; and
	 	 	 



		(C)	a
                                         change in the ownership of a substantial portion of the corporation’s assets generally
                                         is deemed to occur if within a 12-month period any person, or more than one person acting
                                         as a group, acquires assets from the corporation that have a total gross fair market
                                         value at least equal to 40% of the total gross fair market value of all the corporation’s
                                         assets immediately prior to such acquisition. The gross fair market value of assets is
                                         determined without regard to any liabilities;



 






    


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	 	(i)	“Code”
                                         means the United States Internal Revenue Code of 1986, as amended;
	 	 	 
		(j)	“Committee”
                                         means the Compensation Committee or any other committee appointed by the Board to administer
                                         this Plan in accordance with the provisions of this Plan; provided, however, that:
	 	 	 



		(i)	the
                                         Committee shall consist of two or more members of the Board;
	 	 	 



		(ii)	the
                                         directors appointed to serve on the Committee shall be “non-employee directors”
                                         (within the meaning of Rule 16b-3 promulgated under the Exchange Act) and “outside
                                         directors” (within the meaning of Section 162(m) of the Code) to the extent
                                         that Rule 16b-3 and, if necessary for relief from the limitation under Section 162(m)
                                         of the Code and such relief is sought by the Company, Section 162(m) of the Code, respectively,
                                         are applicable;
	 	 	 



		(iii)	the
                                         mere fact that a Committee member shall fail to qualify under either of the foregoing
                                         requirements set forth in Section 2.1(j)(ii) shall not invalidate any Award made by the
                                         Committee which Award is otherwise validly made under the Plan; and
	 	 	 



		(iv)	members
                                         of the Committee may be appointed from time to time by, and shall serve at the pleasure
                                         of, the Board;
	 	 	 



 


	 	(k)	“Common
                                         Stock” means the common stock of the Company;
	 	 	 
	 	(l)	“Company”
                                         means Uranium Energy Corp., a Nevada corporation;
	 	 	 
		(m)	“Consultant”
                                         means any person (other than an Employee) who is engaged by the Company or any Related
                                         Entity to render consulting or advisory services to the Company or such Related Entity;
	 	 	 



		(n)	“Continuing
                                         Directors” means members of the Board who either (i) have been Board members
                                         continuously for a period of at least 36 months, or (ii) have been Board members for
                                         less than 36 months and were appointed or nominated for election as Board members by
                                         at least a majority of the Board members described in clause (i) who were still in office
                                         at the time such appointment or nomination was approved by the Board;
	 	 	 
		(o)	“Continuous
                                         Service” means that the provision of services to the Company or a Related Entity
                                         in any capacity of Employee, Director or Consultant that is not interrupted or terminated.
                                         Continuous Service shall not be considered interrupted in the case of (i) any approved
                                         leave of absence, (ii) transfers between locations of the Company or among the Company,
                                         any Related Entity, or any successor, in any capacity of Employee, Director or Consultant,
                                         or (iii) any change in status as long as the individual remains in the service of the
                                         Company or a Related Entity in any capacity of Employee, Director or Consultant (except
                                         as otherwise provided in the Award Agreement). An approved leave of absence shall include
                                         sick leave, maternity or paternity leave, military leave, or any other authorized personal
                                         leave. For purposes of Incentive Stock Options, no such leave may exceed 90 calendar
                                         days, unless reemployment upon expiration of such leave is guaranteed by statute or contract;



 






    


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	 	(p)	“Corporate
    Transaction” means any of the following transactions:



 


		(i)	a
                                         merger or consolidation in which the Company is not the surviving entity, except for
                                         a transaction the principal purpose of which is to change the jurisdiction in which the
                                         Company is organized;
	 	 	 



		(ii)	the
                                         sale, transfer or other disposition of all or substantially all of the assets of the
                                         Company (including the capital stock of the Company’s subsidiary corporations)
                                         in connection with the complete liquidation or dissolution of the Company; or
	 	 	 



		(iii)	any
                                         reverse merger in which the Company is the surviving entity but in which securities possessing
                                         more than 50% of the total combined voting power of the Company’s outstanding securities
                                         are transferred to a person or persons different from those who held such securities
                                         immediately prior to such merger;
	 	 	 



		(q)	“Covered
                                         Employee” means an Employee who is a “covered employee”
                                         under Section 162(m)(3) of the Code;
	 	 	 



		(r)	“Deferred
                                         Stock Units” means Awards that are granted to Directors and are subject to
                                         the additional provisions set out in Subpart A which is attached hereto and which forms
                                         a material part hereof;
	 	 	 



		(s)	“Director”
                                         means a member of the Board or the board of directors of any Related Entity;
	 	 	 



		(t)	“Disability”
                                         or “Disabled” means that a Grantee is unable to carry out the responsibilities
                                         and functions of the position held by the Grantee by reason of any medically determinable
                                         physical or mental impairment. A Grantee shall not be considered to have incurred a Disability
                                         unless he or she furnishes proof of such impairment sufficient to satisfy the Administrator
                                         in its discretion. Notwithstanding the above, (i) with respect to an Incentive Stock
                                         Option, Disability or Disabled shall mean permanent and total disability as defined in
                                         Section 22(e)(3) of the Code and (ii) to the extent an Option is subject to Section 409A
                                         of the Code, and payment or settlement of the Option is to be accelerated solely as a
                                         result of the Eligible Participant’s Disability, Disability shall have the meaning
                                         ascribed thereto under Section 409A of the Code and the Treasury guidance promulgated
                                         thereunder;



 






    


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		(u)	“Disinterested
                                         Shareholder Approval” means approval by a majority of the votes cast by all
                                         the Company’s shareholders at a duly constituted shareholders’ meeting, excluding
                                         votes attached to shares beneficially owned by Insiders;
	 	 	 



		(v)	“Eligible
                                         Participant” means any person who is an Officer, a Director, an Employee or
                                         a Consultant, including individuals who are foreign nationals or are employed or reside
                                         outside the United States;
	 	 	 



		(w)	“Employee”
                                         means any person who is a full-time or part-time employee of the Company or any Related
                                         Entity;
	 	 	 



		(x)	“Exchange
                                         Act” means the United States Securities Exchange Act of 1934, as amended;
	 	 	 



		(y)	“Fair
                                         Market Value” means, as of any date, the value of a Share determined in good
                                         faith by the Administrator. By way of illustration, but not limitation, for the purpose
                                         of this definition, good faith shall be met if the Administrator employs the following
                                         methods:
	 	 	 



		(i)	Listed
                                         Stock. If the Common Stock is traded on any established stock exchange or quoted
                                         on a national market system, Fair Market Value shall be (A) the closing sales price for
                                         the Common Stock as quoted on that stock exchange or system for the date the value is
                                         to be determined (the “Value Date”) as reported in The Wall Street
                                         Journal or a similar publication, or (B) if the rules of the applicable stock exchange
                                         require, the volume-weighted average trading price for five days prior to the date the
                                         Board approves the grant of the Award. If no sales are reported as having occurred on
                                         the Value Date, Fair Market Value shall be that closing sales price for the last preceding
                                         trading day on which sales of Common Stock are reported as having occurred. If no sales
                                         are reported as having occurred during the five trading days before the Value Date, Fair
                                         Market Value shall be the closing bid for Common Stock on the Value Date. If the Common
                                         Stock is listed on multiple exchanges or systems, Fair Market Value shall be based on
                                         sales or bids on the primary exchange or system on which Common Stock is traded or quoted.
                                         If the rules of any applicable stock exchange or system require a different method of
                                         calculating Fair Market Value, then such method as required by those rules shall be used;
	 	 	 



		(ii)	Stock
                                         Quoted by Securities Dealer. If Common Stock is regularly quoted by a recognized
                                         securities dealer but selling prices are not reported on any established stock exchange
                                         or quoted on a national market system, Fair Market Value shall be the mean between the
                                         high bid and low asked prices on the Value Date. If no prices are quoted for the Value
                                         Date, Fair Market Value shall be the mean between the high bid and low asked prices on
                                         the last preceding trading day on which any bid and asked prices were quoted;



 






    


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		(iii)	No
                                         Established Market. If Common Stock is not traded on any established stock exchange
                                         or quoted on a national market system and is not quoted by a recognized securities dealer,
                                         the Administrator will determine Fair Market Value in good faith. The Administrator will
                                         consider the following factors, and any others it considers significant, in determining
                                         Fair Market Value: (A) the price at which other securities of the Company have been issued
                                         to purchasers other than Employees, Directors, or Consultants; (B) the Company’s
                                         net worth, prospective earning power, dividend-paying capacity, and non-operating assets,
                                         if any; and (C) any other relevant factors, including the economic outlook for the Company
                                         and the Company’s industry, the Company’s position in that industry, the
                                         Company’s goodwill and other intellectual property, and the values of securities
                                         of other businesses in the same industry;
	 	 	 



		(iv)	Additional
                                         Valuation. For publicly traded companies, any valuation method permitted under Section
                                         20.2031-2 of the Estate Tax Regulations; or
	 	 	 



		(v)	Non-Publicly
                                         Traded Stock. For non-publicly traded stock, the Fair Market Value of the Common
                                         Stock at the Grant Date based on an average of the Fair Market Values as of such date
                                         set forth in the opinions of completely independent and well-qualified experts (the Eligible
                                         Participant’s status as a majority or minority shareholder may be taken into consideration).



 


Regardless
of whether the Common Stock offered under the Award is publicly traded, a good faith attempt under this definition shall not be
met unless the Fair Market Value of the Common Stock on the Grant Date is determined with regard to nonlapse restrictions (as
defined in Section 1.83-3(h) of the Treasury Regulations) and without regard to lapse restrictions (as defined in Section 1.83-3(i)
of the Treasury Regulations);


 


		(z)	“Grantee”
                                         means an Eligible Participant who receives an Award pursuant to an Award Agreement;
	 	 	 



		(aa)	“Grant
                                         Date” means the date the Administrator approves that grant of an Award. However,
                                         if the Administrator specifies that an Award’s Grant Date is a future date or the
                                         date on which a condition is satisfied, the Grant Date for such Award is that future
                                         date or the date that the condition is satisfied;
	 	 	 



		(bb)	“Incentive
                                         Stock Option” means an Option within the meaning of Section 422 of the Code;



 


		(cc)	“Insider”
means:



 


		(i)	a
Director or Senior Officer of the Company;



 


		(ii)	a
                                         Director or Senior Officer of a person that is itself an Insider or Subsidiary of the
                                         Company;



 


		(iii)	a
person that has



 


		(A)	direct
or indirect beneficial ownership of,



		 	 



		(B)	control
or direction over, or



 


		(C)	a
                                         combination of direct or indirect beneficial ownership of and control or direction over,
                                         securities of the Company carrying more than 10% of the voting rights attached to all
                                         the Company’s outstanding voting securities, excluding, for the purpose of the
                                         calculation of the percentage held, any securities held by the person as underwriter
                                         in the course of a distribution; or



 






    


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		(iv)	the
                                         Company itself, if it has purchased, redeemed or otherwise acquired any securities of
                                         its own issue, for so long as it continues to hold those securities;
	 	 	 



		(dd)	“Named
                                         Executive Officer” means, if applicable, an Eligible Participant who, as of
                                         the date of vesting and/or payout of an Award, is one of the group of Covered Employees
                                         as defined;
	 	 	 



		(ee)	“Non-Qualified
                                         Stock Option” means an Option which is not an Incentive Stock Option;
	 	 	 



		(ff)	“Officer”
                                         means a person who is an officer, including a Senior Officer, of the Company or a Related
                                         Entity within the meaning of Section 16 of the Exchange Act and the rules and regulations
                                         promulgated thereunder;
	 	 	 



		(gg)	“Option”
                                         means an option to purchase Shares pursuant to an Award Agreement granted under the Plan;
	 	 	 



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



		(ii)	“Performance-Based
                                         Compensation” means compensation qualifying as “performance-based compensation”
                                         under Section 162(m) of the Code;
	 	 	 
	 	(jj)	“Plan”
                                         means this 2020 Stock Incentive Plan as amended from time to time;






 


		(kk)	“Related
                                         Entity” means any Parent or Subsidiary, and includes any business, corporation,
                                         partnership, limited liability company or other entity in which the Company, a Parent
                                         or a Subsidiary holds a greater than 50% ownership interest, directly or indirectly;
	 	 	 



		(ll)	“Related
                                         Entity Disposition” means the sale, distribution or other disposition by the
                                         Company of all or substantially all of the Company’s interests in any Related Entity
                                         effected by a sale, merger or consolidation or other transaction involving that Related
                                         Entity or the sale of all or substantially all of the assets of that Related Entity;
	 	 	 



		(mm)	“Restricted
                                         Stock” means Shares issued under the Plan to the Grantee for such consideration,
                                         if any, and subject to such restrictions on transfer, rights of first refusal, repurchase
                                         provisions, forfeiture provisions, and other terms and conditions as, established by
                                         the Administrator and specified in the related Award Agreement;
	 	 	 



		(nn)	“Restricted
                                         Stock Unit” means a notional account established pursuant to an Award granted
                                         to a Grantee, as described in this Plan, that is (i) valued solely by reference to Shares,
                                         (ii) subject to restrictions specified in the Award Agreement, and (iii) payable only
                                         in Shares;
	 	 	 



		(oo)	“Restriction
                                         Period” means the period during which the transfer of Shares of Restricted
                                         Stock is limited in some way (based on the passage of time, the achievement of performance
                                         objectives, or the occurrence of other events as determined by the Administrator, in
                                         its sole discretion) or the Restricted Stock is not vested;
	 	 	 



		(pp)	“SAR”
                                         means a stock appreciation right entitling the Grantee to Shares or cash compensation,
                                         as established by the Administrator, measured by appreciation in the value of Common
                                         Stock;
	 	 	 



		(qq)	“SEC”
                                         means the United States Securities and Exchange Commission;



 






    


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	 	(rr)	“Senior
    Officer” means:



 


		(i)	the
                                         chair or vice chair of the Board, the president, the chief executive officer, the chief
                                         financial officer, a vice-president, the secretary, the treasurer or the general manager
                                         of the Company or a Related Entity;
	 	 	 



		(ii)	any
                                         individual who performs functions for a person similar to those normally performed by
                                         an individual occupying any office specified in Section 2.1(rr)(i) above; and
	 	 	 



		(iii)	the
                                         five highest paid employees of the Company or a Related Entity, including any individual
                                         referred to in Section 2.1(rr)(i) or 2.1(rr)(ii) and excluding a commissioned salesperson
                                         who does not act in a managerial capacity;



 


	 	(ss)	“Share”
    means a share of the Common Stock; and


 


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



	3.	STOCK
                                         SUBJECT TO THE PLAN
	 	 



Number
of Shares Available


 


	3.1 	(a)	Subject
                                         to the provisions of Section 18, the maximum aggregate number of Shares which may be
                                         issued pursuant to all Awards (including Incentive Stock Options) under this Plan is
                                         27,640,197 (the “Maximum Number”).  The Maximum Number
                                         consists of (i) 11,778,500 Shares issuable pursuant to Awards previously granted
                                         and, if applicable, outstanding under the Company’s 2019 Stock Incentive Plan as
                                         of the date of this Plan as first written above, which Awards are covered by this Plan,
                                         (ii) 9,861,697 Shares remaining available for issuance under the 2019 Stock Incentive
                                         Plan as of the date of this Plan as first written above and (iii)  6,000,000
                                         additional Shares that may be issued pursuant to Awards to be granted under this
                                         Plan.  Refer to Section 29 for Reservation of Shares.  For the purposes
                                         of calculating the Maximum Number of Shares that may be issued pursuant to all Awards:
                                         (i) every one (1) Share issuable pursuant to the exercise of an Option or SAR shall count
                                         as one (1) Share; and (ii) every one (1) Share underlying Restricted Stock, an unrestricted
                                         Share, Restricted Stock Unit, Deferred Stock Unit or other right or benefit under this
                                         Plan shall count as two (2) Shares.  Shares reacquired by the Company in the
                                         open market using cash proceeds from the exercise of Options will not be available for
                                         Awards under the Plan.
	 	 	 
		(b)	Shares
                                         that have been issued under the Plan pursuant to an Award shall not be returned to the
                                         Plan and shall not become available for future issuance under the Plan, except that Shares
                                         covered by an Award (or portion of an Award) which is forfeited, cancelled, expired or
                                         settled in cash (which cash settlement is only available with respect to Shares or in-the-money
                                         Options or SARs) shall be deemed not to have been issued for the purposes of determining
                                         the Maximum Number of Shares which may be issued under the Plan. For the avoidance of
                                         doubt: (i) the Company shall not return to the Plan any Shares tendered for the exercise
                                         of any Award under the Plan; (ii) Shares withheld to satisfy a Grantee’s tax withholding
                                         obligations shall be deemed to have been issued under the Plan for the purposes of determining
                                         the Maximum Number of Shares; (iii) the gross (not net) number of Shares that are issued
                                         pursuant to the exercise of an Award shall be deemed to have been issued under the Plan
                                         for the purposes of determining the Maximum Number of Shares; and (iv) if any stock-settled
                                         SARs are exercised, the aggregate number of Shares subject to such SARs shall be deemed
                                         issued under the Plan for the purposes of determining the Maximum Number of Shares.
	 	 	 



		(c)	However,
                                         in the event that prior to the Award’s cancellation, termination, expiration, forfeiture
                                         or lapse, the holder of the Award at any time received one or more elements of beneficial
                                         ownership pursuant to such Award (as defined by the SEC, pursuant to any rule or interpretations
                                         promulgated under Section 16 of the Exchange Act), the Shares subject to such Award shall
                                         not again be made available for regrant under the Plan.



 






    


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Shares
to Insiders


 


3.2                          Subject
to Sections 15.1(b) and 15.1(c), no Insider of the Company is eligible to receive an Award where:


 


	 	(a)	the
                                         Insider is not a Director or Senior Officer of the Company;
	 	 	 
		(b)	any
                                         Award, together with all of the Company’s other previously established or proposed
                                         Awards under the Plan could result at any time in:
	 	 	 



		(i)	the
                                         number of Shares reserved for issuance pursuant to Options granted to Insiders exceeding
                                         50% of the outstanding issue of Common Stock; or
	 	 	 



		(ii)	the
                                         issuance to Insiders pursuant to the exercise of Options, within a one year period of
                                         a number of Shares exceeding 50% of the outstanding issue of the Common Stock;



 


provided,
however, that this restriction on the eligibility of Insiders to receive an Award shall cease to apply if it is no longer required
under any Applicable Laws.


 


Limitations
on Award


 


3.3                            Unless
and until the Administrator determines that an Award to a Grantee is not designed to qualify as Performance-Based Compensation,
the following limits (the “Award Limits”) shall apply to grants of Awards to Grantees subject to the Award
Limits by Applicable Laws under this Plan:


 


		(a)	Options
                                         and SARs. Notwithstanding any provision in the Plan to the contrary (but subject
                                         to adjustment as provided in Section 18), the maximum number of Shares with respect to
                                         one or more Options and/or SARs that may be granted during any one calendar year under
                                         the Plan to any one Grantee shall be 1,000,000; all of which may be granted as
                                         Incentive Stock Options); and
	 	 	 



		(b)	Other
                                         Awards. The maximum aggregate grant with respect to Awards of Restricted Stock, unrestricted
                                         Shares, Restricted Stock Units and Deferred Stock Units (or used to provide a basis of
                                         measurement for or to determine the value of Restricted Stock Units and Deferred Stock
                                         Units) in any one calendar year to any one Grantee (determined on the date of payment
                                         of settlement) shall be 1,000,000.



 






    


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		4.	ADMINISTRATION



 


Authority
of Plan Administrator


 


4.1                            Authority
to control and manage the operation and administration of this Plan shall be vested in the Administrator.


 


Powers
of the Administrator


 


4.2                            Subject
to Applicable Laws and the provisions of the Plan or subplans hereof (including any other powers given to the Administrator hereunder),
and except as otherwise provided by the Board, the Administrator shall have the exclusive power and authority, in its discretion:


 


		(a)	to
                                         construe and interpret this Plan and any agreements defining the rights and obligations
                                         of the Company and Grantees under this Plan;
	 	 	 



		(b)	to
                                         select the Eligible Participants to whom Awards may be granted from time to time hereunder;
	 	 	 
	 	(c)	to
                                         determine whether and to what extent Awards are granted hereunder;



 


		(d)	to
                                         determine the number of Shares or the amount of other consideration to be covered by
                                         each Award granted hereunder;
	 	 	 



		(e)	to
                                         approve forms of Award Agreements for use under the Plan, which need not be identical
                                         for each Grantee;
	 	 	 



		(f)	to
                                         determine the terms and conditions of any Award granted under the Plan, including, but
                                         not limited to, the exercise price, grant price or purchase price based on the Fair Market
                                         Value of the same, any restrictions or limitations on the Award, any schedule for lapse
                                         of forfeiture restrictions or restrictions on the exercisability of the Award, based
                                         in each case on such considerations as the Committee in its sole discretion determines
                                         that is not inconsistent with any rule or regulation under any tax or securities laws
                                         or includes an alternative right that does not disqualify an Incentive Stock Option under
                                         applicable regulations;
	 	 	 



		(g)	to
                                         amend the terms of any outstanding Award granted under the Plan (other than the exercise
                                         price or acceleration of outstanding Awards), provided that any amendment that would
                                         adversely affect the Grantee’s rights under an existing Award shall not be made
                                         without the Grantee’s consent unless as a result of a change in Applicable Law;
	 	 	 



		(h)	to
                                         suspend the right of a holder to exercise all or part of an Award for any reason that
                                         the Administrator considers in the best interest of the Company;
	 	 	 



		(i)	to,
                                         subject to regulatory approval, amend or suspend the Plan, or revoke or alter any action
                                         taken in connection therewith, except that no general amendment or suspension of the
                                         Plan, shall, without the written consent of all Grantees, alter or impair any Award granted
                                         under the Plan unless as a result of a change in the Applicable Law;



 






    


    - 12 -


    

 





		(j)	to
                                         establish additional terms, conditions, rules or procedures to accommodate the rules
                                         or laws of applicable foreign jurisdictions and to afford Grantees favorable treatment
                                         under such laws; provided, however, that no Award shall be granted under any such additional
                                         terms, conditions, rules or procedures with terms or conditions which are inconsistent
                                         with the provisions of the Plan;
	 	 	 
	 	(k)	to
                                         further define the terms used in this Plan;



 


		(l)	to
                                         correct any defect or supply any omission or reconcile any inconsistency in this Plan
                                         or in any Award Agreement;
	 	 	 
	 	(m)	to
                                         provide for rights of refusal and/or repurchase rights;



 


		(n)	to
                                         amend outstanding Award Agreements (other than the exercise price or acceleration of
                                         outstanding Awards) to provide for, among other things, any change or modification which
                                         the Administrator could have provided for upon the grant of an Award or in furtherance
                                         of the powers provided for herein that does not disqualify an Incentive Stock Option
                                         under applicable regulations unless the Grantee so consents;
	 	 	 



		(o)	to
                                         prescribe, amend and rescind rules and regulations relating to the administration of
                                         this Plan; and
	 	 	 



		(p)	to
                                         take such other action, not inconsistent with the terms of the Plan, as the Administrator
                                         deems appropriate.



 


Except
in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split,
extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange
of shares), (i) the terms of outstanding Awards may not be amended to reduce the exercise price or provide for the acceleration
of outstanding Options or SARs, and (ii) outstanding Options or SARs may not be cancelled, exchanged, bought out or surrendered
in exchange for cash, other awards or Options or SARs with an exercise price that is less than the exercise price of the original
Options or SARs, in each of cases (i) or (ii) without stockholder approval.


 


Effect
of Administrator’s Decision 


 


4.3                           All
decisions, determinations and interpretations of the Administrator shall be conclusive and binding on all persons. The Administrator
shall not be liable for any decision, action or omission respecting this Plan, or any Awards granted or Shares sold under this
Plan. In the event an Award is granted in a manner inconsistent with the provisions of this Section 4, such Award shall be presumptively
valid as of its grant date to the extent permitted by the Applicable Laws.


 






    


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 Action
by Committee


 


4.4                            Except
as otherwise provided by committee charter or other similar corporate governance documents, for the purposes of administering
the Plan, the following rules of procedure shall govern the Committee. A majority of the Committee shall constitute a quorum.
The acts of a majority of the members present at any meeting at which a quorum is present, and acts approved unanimously in writing
by the members of the Committee in lieu of a meeting, shall be deemed the acts of the Committee. Each member of the Committee
is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other
employee of the Company or any Parent or Affiliate, the Company’s independent certified public accountants, or any executive
compensation consultant or other professional retained by the Company to assist in the administration of the Plan.


 


Limitation
on Liability


 


4.5                            To
the extent permitted by applicable law in effect from time to time, no member of the Administrator shall be liable for any action
or omission of any other member of the Administrator nor for any act or omission on the member’s own part, excepting only
the member’s own wilful misconduct or gross negligence, arising out of or related to this Plan. The Company shall pay expenses
incurred by, and satisfy a judgment or fine rendered or levied against, a present or former member of the Administrator in any
action against such person (whether or not the Company is joined as a party defendant) to impose liability or a penalty on such
person for an act alleged to have been committed by such person while a member of the Administrator arising with respect to this
Plan or administration thereof or out of membership on the Administrator or by the Company, or all or any combination of the preceding,
provided, the member was acting in good faith, within what such member reasonably believed to have been within the scope of his
or her employment or authority and for a purpose which he or she reasonably believed to be in the best interests of the Company
or its stockholders. Payments authorized hereunder include amounts paid and expenses incurred in settling any such action or threatened
action. The provisions of this Section 4.5 shall apply to the estate, executor, administrator, heirs, legatees or devisees of
a member of the Administrator, and the term “person” as used on this Section 4.5 shall include the estate,
executor, administrator, heirs, legatees, or devisees of such person.


 


		5.	ELIGIBILITY



 


Except
as otherwise provided, all types of Awards may be granted to Eligible Participants. An Eligible Participant who has been granted
an Award may be, if he or she continues to be eligible, granted additional Awards.


 


		6.	AWARDS



 


Type
of Awards


 


6.1                            The
Administrator is authorized to award any type of arrangement to an Eligible Participant that is not inconsistent with the provisions
of the Plan and that by its terms involves or might involve the issuance of:


 


	 	(a)	Shares,
                                         including unrestricted Shares;
	 	 	 
	 	(b)	Options;
	 	 	 
		(c)	SARs
                                         or similar rights with a fixed price at no less than a grant date Fair Market Value of
                                         the Shares and with an exercise or conversion privilege related to the passage of time,
                                         the occurrence of one or more events, or the satisfaction of performance criteria or
                                         other conditions;
	 	 	 



		(d)	any
                                         other security with the value derived from the value of the Shares, such as Restricted
                                         Stock and Restricted Stock Units;
	 	 	 
	 	(e)	Deferred
                                         Stock Units;
	 	 	 
	 	(f)	Dividend
                                         Equivalent Rights, as defined in Section 13; or
	 	 	 
	 	(g)	any
                                         combination of the foregoing.



 






    


    - 14 -


    

 


Designation
of Award


 


6.2                            Each
type of Award shall be designated in the Award Agreement. In the case of an Option, the Option shall be designated as either an
Incentive Stock Option or a Non-Qualified Stock Option. Refer to Section 7.3(a) regarding exceeding the Incentive Stock Option
threshold.


 


		7.	GRANT
                                         OF OPTIONS; TERMS AND CONDITIONS OF GRANT



 


Grant
of Options


 


	7.1  	(a)	One
    or more Options may be granted to any Eligible Participant.  Subject to the express provisions of this Plan, the
    Administrator shall determine from the Eligible Participants those individuals to whom Options under this Plan may be granted.  The
    Shares underlying a grant of an Option may be in the form of Restricted Stock or unrestricted Stock.
	 	 	 
		(b)	Further,
                                         subject to the express provisions of this Plan, the Administrator shall specify the Grant
                                         Date, the number of Shares covered by the Option, the exercise price and the terms and
                                         conditions for exercise of the Options. As soon as practicable after the Grant Date,
                                         the Company shall provide the Grantee with a written Award Agreement in the form approved
                                         by the Administrator, which sets out the Grant Date, the number of Shares covered by
                                         the Option, the exercise price and the terms and conditions for exercise of the Option.
	 	 	 



		(c)	The
                                         Administrator may, in its absolute discretion, grant Options under this Plan at any time
                                         and from time to time before the expiration of this Plan.



 






    


    - 15 -


    

 



 


General
Terms and Conditions


 


7.2                          
Except as otherwise provided herein, the Options shall be subject to the following terms and conditions and such other terms
and conditions not inconsistent with this Plan as the Administrator may impose:


 


		(a)	Exercise of Option. The Administrator may determine in its discretion whether any Option
shall be subject to vesting and the terms and conditions of any such vesting. The Award Agreement shall contain any such vesting
schedule;



 


		(b)	Option Term. Each Option and all rights or obligations thereunder shall expire on such date
as shall be determined by the Administrator, but not later than ten years after the Grant Date (five years in the case of an Incentive
Stock Option when the Optionee beneficially owns more than 10% of the total combined voting power of all classes of stock of the
Company or any Parent or Subsidiary (a “Ten Percent Stockholder”), as determined with reference to Rule 13d-3
of the Exchange Act), and shall be subject to earlier termination as hereinafter provided;



 


		(c)	Exercise Price. The exercise price of any Option shall be determined by the Administrator
when the Option is granted, at such exercise price as may be determined by the Administrator in the Administrator’s sole
and absolute discretion; provided, however, that the exercise price may not be less than 100% of the Fair Market Value of the Shares
on the Grant Date with respect to any Options which are granted and, provided further, that the exercise price of any Incentive
Stock Option granted to a Ten Percent Stockholder shall not be less than 110% of the Fair Market Value of the Shares on the Grant
Date. Payment for the Shares purchased shall be made in accordance with Section 16 of this Plan. The Administrator is authorized
to issue Options, whether Incentive Stock Options or Non-qualified Stock Options, at an option price in excess of the Fair Market
Value on the Grant Date, to determine the terms and conditions of any Award granted under the Plan, including, but not limited
to, the exercise price, grant price or purchase price, any restrictions or limitations on the Award, any schedule for lapse of
forfeiture restrictions or restrictions on the exercisability of the Award, based in each case on such considerations as the Committee
in its sole discretion determines that is not inconsistent with any rule or regulation under any tax or securities laws or includes
an alternative right that does not disqualify an Incentive Stock Option under applicable regulations;



 


		(d)	Method of Exercise. Options may be exercised only by delivery to the Company of a stock
option exercise agreement (the “Exercise Agreement”) in a form approved by the Administrator (which need not
be the same for each Grantee), stating the number of Shares being purchased, the restrictions imposed on the Shares purchased under
such Exercise Agreement, if any, and such representations and agreements regarding the Grantee’s investment intent and access
to information and other matters, if any, as may be required or desirable by the Company to comply with applicable securities laws,
together with payment in full of the exercise price for the number of Shares being purchased;






 






    


    - 16 -


    

 


		(e)	Exercise After Certain Events



.


		(i)	Termination of Continuous Services.



 


		(A)	Options.



 


		(I)	Termination of Continuous Services. If for any reason other than Disability or death, a
Grantee terminates Continuous Services with the Company or a Subsidiary, vested Options held at the date of such termination may
be exercised, in whole or in part, either (i) at any time within three months after the date of such termination, or (ii) during
any lesser period as specified in the Award Agreement or (iii) during any lesser period as may be determined by the Administrator,
in its sole and absolute discretion, prior to the date of such termination (but in no event after the earlier of (A) the expiration
date of the Option as set forth in the Award Agreement and (B) ten years from the Grant Date (five years for a Ten Percent Stockholder
if the Option is an Incentive Stock Option)).



 


		(II)	Continuation of Services as Consultant/Advisor. If a Grantee granted an Incentive Stock
Option terminates employment but continues as a Consultant (no termination of Continuous Services), the Grantee need not exercise
an Incentive Stock Option within either of the termination periods provided for immediately hereinabove but shall be entitled to
exercise, in whole or in part, either (i) at any time within three months after the then date of termination of Continuous Services
to the Company or a Subsidiary, or (ii) during any lesser period as specified in the Award Agreement or (iii) during any lesser
period as may be determined by the Administrator, in its sole and absolute discretion, prior to the date of such then termination
of Continuous Services to the Company or the Subsidiary (one year in the event of Disability or death) (but in no event after the
earlier of (A) the expiration date of the Option as set forth in the Award Agreement and (B) ten years from the Grant Date (five
years for a Ten Percent Stockholder if the Option is an Incentive Stock Option)). However, if the Grantee does not exercise within
three months of termination of employment, pursuant to Section 422 of the Code the Option shall not qualify as an Incentive Stock
Option.



 


		(B)	Disability and Death. If a Grantee becomes Disabled while rendering Continuous Services
to the Company or a Subsidiary, or dies while employed by the Company
or Subsidiary or within three months thereafter, vested Options then held may be exercised by the Grantee, the Grantee’s
personal representative, or by the person to whom the Option is transferred by the laws of descent and distribution, in whole or
in part, at any time within one year after the termination because of the Disability or death or any lesser period specified in
the Award Agreement (but in no event after the earlier of (i) the expiration date of the Option as set forth in the Award Agreement,
and (ii) ten years from the Grant Date (five years for a Ten Percent Stockholder if the Option is an Incentive Stock Option).






 






    


    - 17 -


    

 


Limitations on
Grant of Incentive Stock Options


 


	7.3	(a)	Threshold.  The
aggregate Fair Market Value (determined as of the Grant Date) of the Shares for which Incentive Stock Options may first become
exercisable by any Grantee during any calendar year under this Plan, together with that of Shares subject to Incentive Stock Options
first exercisable by such Grantee under any other plan of the Company or any Parent or Subsidiary, shall not exceed $100,000.  For
purposes of this Section 7.3(a), all Options in excess of the $100,000 threshold shall be treated as Non-Qualified Stock Options
notwithstanding the designation as Incentive Stock Options.  For this purpose, Options shall be taken into account in
the order in which they were granted, and the Fair Market Value of the Shares shall be determined as of the date the Option with
respect to such Shares is granted.


 


		(b)	Compliance with Section 422 of the Code. There shall be imposed in the Award Agreement relating
to Incentive Stock Options such terms and conditions as are required in order that the Option be an “incentive stock option”
as that term is defined in Section 422 of the Code.



 


		(c)	Requirement of Employment. No Incentive Stock Option may be granted to any person who is
not an Employee of the Company or a Parent or Subsidiary of the Company.



 


		8.	RESTRICTED STOCK AWARDS



 


Grant of Restricted
Stock Awards


 


8.1                          
Subject to the terms and provisions of this Plan, the Administrator is authorized to make awards of Restricted Stock to
any Eligible Participant in such amounts and subject to such terms and conditions as may be selected by the Administrator. The
restrictions may lapse separately or in combination at such times, under such circumstances, in such instalments, time-based or
upon the satisfaction of performance goals or otherwise, as the Administrator determines at the time of the grant of the Award.
(Refer to Performance Goals, Section 14.4). All awards of Restricted Stock shall be evidenced by Award Agreements.





 






    


    - 18 -


    

 


Consideration


 


8.2                          
Restricted Stock may be issued in connection with:


 


		(a)	Services. Services rendered to the Company or
an Affiliate (i.e. bonus); and/or



 


		(b)	Purchase Price. A purchase price, as specified in the Award Agreement related to such Restricted
Stock, equal to not less than 100% of the Fair Market Value of the Shares underlying the Restricted Stock on the date of issuance.



 


Voting and Dividends


 


8.3                          
Unless the Administrator in its sole and absolute discretion otherwise provides in an Award Agreement, holders of vested
Restricted Stock shall have the right to vote such Restricted Stock and the right to receive any dividends declared or paid with
respect to such Restricted Stock. Holders of Restricted Stock which have not yet vested are not entitled to receive dividends,
however, dividends may be accrued and paid upon the vesting of such Restricted Stock. The Administrator may provide that any dividends
paid on Restricted Stock must be reinvested in shares of Stock, which may or may not be subject to the same vesting conditions
and restrictions applicable to such Restricted Stock. All distributions, if any, received by a Grantee with respect to Restricted
Stock as a result of any stock split, stock dividend, combination of shares, or other similar transaction shall be subject to the
restrictions applicable to the original Award.


 


Forfeiture


 


8.4                          
In the case of an event of forfeiture pursuant to the Award Agreement, including failure to satisfy the restriction period
or a performance objective during the applicable restriction period, any Restricted Stock that has not vested prior to the event
of forfeiture shall automatically expire, and all of the rights, title and interest of the Grantee thereunder shall be forfeited
in their entirety including but not limited to any right to vote and receive dividends with respect to the Restricted Stock.


 


Certificates
for Restricted Stock


 


8.5                          
Restricted Stock granted under this Plan may be evidenced in such manner as the Administrator shall determine, including
by way of certificates. The Administrator may provide in an Award Agreement that either (i) the Secretary of the Company shall
hold such certificates for the Grantee’s benefit until such time as the Restricted Stock is forfeited to the Company or the
restrictions lapse, (Refer to Escrow; Pledge of Shares, Section 23) or (ii) such certificates shall be delivered to the Grantee,
provided, however, that such certificates shall bear a legend or legends that comply with the applicable securities laws and regulations
and make appropriate reference to the restrictions imposed under this Plan and the Award Agreement.


 


		9.	UNRESTRICTED STOCK AWARDS



 


Except as otherwise
provided for in Section 21, the Administrator may, in its sole discretion, grant (or sell at not less than 100% of the Fair
Market Value or such other higher purchase price determined by the Administrator in the Award Agreement) an Award of
unrestricted Shares to any Grantee pursuant to which such Grantee may receive Shares free of any restrictions under this
Plan. Holders of such Shares from an Award of Unrestricted Shares which have not yet vested are not entitled to receive
dividends, however, dividends may be accrued and paid upon the vesting of such Shares.


 






    


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		10.	RESTRICTED STOCK UNITS



 


Grant of Restricted
Stock Units


 


10.1                        
Subject to the terms and provisions of this Plan, the Administrator is authorized to make awards of Restricted Stock Units
to any Eligible Participant in such amounts and subject to such terms and conditions as may be selected by the Administrator. These
restrictions may lapse separately or in combination at such times, under such circumstances, in such instalments, time-based or
upon the satisfaction of performance goals or otherwise, as the Administrator determines at the time of the grant of the Award.
(Refer to Performance Goals, Section 14.4). All awards of Restricted Stock Units shall be evidenced by Award Agreements.


 


Number of Restricted
Stock Units


 


10.2                        
The Award Agreement shall specify the number of Share equivalent units granted and such other provisions as the Administrator
determines.


 


Consideration


 


10.3                        
Restricted Stock Units may be issued in connection with:


 


		(a)	Services. Services rendered to the Company or
an Affiliate (i.e. bonus); and/or



 


		(b)	Purchase Price. A purchase price as specified in the Award Agreement related to such Restricted
Stock Units, equal to not less than 100% of the Fair Market Value of the Shares underlying the Restricted Stock Units on the date
of issuance.



 


No Voting Rights


 


10.4                        
The holders of Restricted Stock Units shall have no rights as stockholders of the Company.


 


Dividends and
Dividend Equivalency


 


10.5                         The
Administrator, in its sole and absolute discretion, may provide in an Award Agreement evidencing a grant of Restricted Stock
Units that the holder shall be entitled to receive, upon the Company’s payment of a cash dividend on its outstanding
Shares, a cash payment for each Restricted Stock Unit. (Refer to Section 13, Dividend Equivalent Right). Such Award Agreement
may also provide that such cash payment shall be deemed reinvested in additional Restricted Stock Units at a price per unit
equal to the Fair Market Value of a Share on the date that such dividend is paid. Holders of Restricted Stock Units which
have not yet vested are not entitled to receive dividends, however, dividends may be accrued and paid upon the vesting of
such Restricted Stock Units.


 






    


    - 20 -


    

 


Creditor’s
Rights


 


10.6                        
A holder of Restricted Stock Units shall have no rights other than those of a general creditor of the Company. Restricted
Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable
Award Agreement.


 


Settlement of
Restricted Stock Units


 


10.7                        
Each Restricted Stock Unit shall be paid and settled by the issuance of Restricted Stock or unrestricted Shares in accordance
with the Award Agreement and if such settlement is subject to Section 409A of the Code only upon any one or more of the following
as provided for in the Award Agreement:


 


		(a)	a specific date or date determinable by a fixed schedule;



 


		(b)	upon the Eligible Participant’s termination of Continuous Services to the extent the same
constitutes a separation from services for purposes of Section 409A of the Code except that if an Eligible Participant is a “key
employee” as defined in Section 409A of the Code for such purposes, then payment or settlement shall occur 6 months following
such separation of service;



 


		(c)	as a result of the Eligible Participant’s death
or Disability; or



 


		(d)	in connection with or as a result of a Change of Control in compliance with Section 409A of the
Code.



 


Forfeiture


 


10.8                        
Upon failure to satisfy any requirement for settlement as set forth in the Award Agreement, including failure to satisfy
any restriction period or performance objective, any Restricted Stock Units held by the Grantee shall automatically expire, and
all of the rights, title and interest of the Grantee thereunder shall be forfeited in their entirety including but not limited
to any right to receive dividends with respect to the Restricted Stock Units.


 


		11.	DIRECTOR SHARES AND DIRECTOR DEFERRED STOCK UNITS



 


Except as otherwise provided
for in Section 21, the grant of Awards of Shares to Directors and the election by Directors to defer the receipt of the Awards
of Shares (the “Deferred Stock Units”) shall be governed by the provisions of Subpart A which is attached hereto.
The provisions of Subpart A are attached hereto as part of this Plan and are incorporated herein by reference.





 






    


    - 21 -


    

 


		12.	STOCK APPRECIATION RIGHTS



 


Awards of SARs


 


12.1                        
A SAR is an award to receive a number of Shares (which may consist of Restricted Stock), or cash, or Shares and cash, as
determined by the Administrator in accordance with Section 12.4 below, for services rendered to the Company. A SAR may be awarded
pursuant to an Award Agreement that shall be in such form (which need not be the same for each Grantee) as the Administrator shall
from time to time approve, and shall comply with and be subject to the terms and conditions of this Plan. A SAR may vary from Grantee
to Grantee and between groups of Grantees, and may be based upon performance objectives (Refer to Performance Goals in Section
14.4).


 


Term


 


12.2                        
The term of a SAR shall be set forth in the Award Agreement as determined by the Administrator, provided that the term of
a SAR shall expire not later than ten years after the Grant Date of such SAR.


 


Exercise


 


12.3                        
A Grantee desiring to exercise a SAR shall give written notice of such exercise to the Company, which notice shall state
the proportion of Shares and cash that the Grantee desires to receive pursuant to the SAR exercised, subject to the discretion
of the Administrator. Upon receipt of the notice from the Grantee, subject to the Administrator’s election to pay cash as
provided in Section 12.4 below, the Company shall deliver to the person entitled thereto (i) a certificate or certificates for
Shares and/or (ii) a cash payment, in accordance with Section 12.4 below. The date the Company receives written notice of such
exercise hereunder is referred to in this Section 12 as the “exercise date”.


 


Number of Shares
or Amount of Cash


 


12.4                        
Subject to the discretion of the Administrator to substitute cash for Shares, or some portion of the Shares for cash, the
amount of Shares that may be issued pursuant to the exercise of a SAR shall be determined by dividing: (i) the total number of
Shares as to which the SAR is exercised, multiplied by the amount by which the Fair Market Value of the Shares on the exercise
date exceeds the Fair Market Value of a Share on the date of grant of the SAR; by (ii) the Fair Market Value of a Share on the
exercise date; provided, however, that fractional Shares shall not be issued and in lieu thereof, a cash adjustment shall be paid.
In lieu of issuing Shares upon the exercise of a SAR, the Administrator in its sole discretion may elect to pay the cash equivalent
of the Fair Market Value of the Shares on the exercise date for any or all of the Shares that would otherwise be issuable upon
exercise of the SAR.


 


Effect of Exercise


 


12.5                        
A partial exercise of a SAR shall not affect the right to exercise the remaining SAR from time to time in accordance with
this Plan and the applicable Award Agreement with respect to the remaining shares subject to the SAR.





 






    


    - 22 -


    

 


Dividends


 


12.6                        
Unless the Administrator in its sole and absolute discretion otherwise provides in an Award Agreement, holders of vested
SARs shall have the right to receive any dividends declared or paid with respect to such SARs. Holders of SARs which have not yet
vested are not entitled to receive dividends, however, dividends may be accrued and paid upon the vesting of such SARs. The Administrator
may provide that any dividends paid on SARs must be reinvested in shares of Stock, which may or may not be subject to the same
vesting conditions and restrictions applicable to such SARs. All distributions, if any, received by a Grantee with respect to SARs
as a result of any stock split, stock dividend, combination of shares, or other similar transaction shall be subject to the restrictions
applicable to the original Award.


 


Forfeiture


 


12.7                        
In the case of an event of forfeiture pursuant to the Award Agreement, including failure to satisfy any restriction period
or a performance objective, any SAR that has not vested prior to the date of termination shall automatically expire, and all of
the rights, title and interest of the Grantee thereunder shall be forfeited in their entirety.


 


		13.	DIVIDEND EQUIVALENT RIGHT



 


A dividend equivalent
right is an Award entitling the recipient to receive credits based on cash distributions that would have been paid on the Shares
specified in the dividend equivalent right (or other Award to which it relates) if such Shares had been issued to and held by the
recipient (a “Dividend Equivalent Right”). A Dividend Equivalent Right may be granted hereunder to any Grantee
as a component of another Award or as a freestanding Award. The terms and conditions of a Dividend Equivalent Right shall be specified
in the grant. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently or may be deemed
to be reinvested in additional Shares, which may thereafter accrue additional equivalents. Any such reinvestment shall be at Fair
Market Value on the date of reinvestment. Dividend Equivalent Rights may be settled in cash or Shares or a combination thereof,
in a single instalment or instalments, all determined in the sole discretion of the Administrator. A Dividend Equivalent Right
granted as a component of another Award may not contain terms and conditions different from such other Award.


 


Subject to the following,
a Dividend Equivalent Right granted as a component of another Award may provide that such Dividend Equivalent Right shall be settled
upon exercise, settlement, or payment of, or lapse of restrictions on, such other Award, and that such Dividend Equivalent Right
shall expire or be forfeited or annulled under the same conditions as such other Award; provided, however, that the holder of Dividend
Equivalent Rights, including any Award of which it forms a component, which have not vested are not entitled to receive dividends,
however, dividends may be accrued and paid upon vesting of such Dividend Equivalent Rights together with their related Awards if
applicable.





 






    


    - 23 -


    

 


		14.	TERMS AND CONDITIONS OF AWARDS



 


In General


 


14.1                        
Subject to the terms of the Plan and Applicable Laws, the Administrator shall determine the provisions, terms, and conditions
of each Award including, but not limited to, the Award vesting schedule, repurchase provisions, rights of first refusal, forfeiture
provisions, form of payment (cash, Shares, or other consideration) upon settlement of the Award, payment contingencies, and satisfaction
of any performance criteria.


 


Term of Award


 


14.2                        
The term of each Award shall be the term stated in the Award Agreement.


 


Transferability


 


	14.3 	(a)	Limits on Transfer.  No Award
    granted under the Plan may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will,
    by the laws of descent and distribution, to a Grantee’s spouse, former spouse or dependent pursuant to a court-approved
    domestic relations order which relates to the provision of child support, alimony payments or marital property rights or to
    the limited extent provided in this Section 14.3(a).  All rights with respect to an Award granted to a Grantee shall
    be available during his or her lifetime only to the Grantee.  Notwithstanding the foregoing, the Grantee may, in
    a manner specified by the Administrator, if the Administrator so permits, transfer an Award by bona fide gift and not for
    any consideration, to (i) a member or members of the Grantee’s immediate family, (ii) a trust established for the exclusive
    benefit of the Grantee and or member(s) of the Grantee’s immediate family, (iii) a partnership, limited liability company
    or other entity whose only members are the Grantee and/or member(s) of the Grantee’s immediate family, or (iv) a foundation
    in which the Grantee and/or member(s) of the Grantee’s immediate family control the management of the foundation’s
    assets.  Any such transfer shall be made in accordance with such procedures as the Administrator may specify from
    time to time.



 

		(b)	Beneficiaries. Notwithstanding Section 14.3(a), a Grantee may, in the manner determined
by the Administrator, designate a beneficiary to exercise the rights of the Grantee and to receive any distribution with respect
to any Award upon the Grantee’s death. A beneficiary, legal guardian, legal representative or other person claiming any rights
under the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Grantee, except to
the extent the Plan and such Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate
by the Administrator. If no beneficiary has been designated or survives the Grantee, payment shall be made to the Grantee’s
estate. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Grantee at any time, provided the change
or revocation is filed with the Administrator.






 






    


    - 24 -


    

 


Performance Goals


 


14.4                         
In order to preserve the deductibility of an Award under Section 162(m) of the Code, the Administrator may determine that
any Award granted pursuant to this Plan to a Grantee that is or is expected to become a Covered Employee shall be determined solely
on the basis of (a) the achievement by the Company or Subsidiary of a specified target return, or target growth in return, on equity
or assets, (b) the Company’s stock price, (c) the Company’s total shareholder return (stock price appreciation plus
reinvested dividends) relative to a defined comparison group or target over a specific performance period, (d) the achievement
by the Company or a Parent or Subsidiary, or a business unit of any such entity, of a specified target, or target growth in, net
income, earnings per share, earnings before income and taxes, and earnings before income, taxes, depreciation and amortization,
or (e) any combination of the goals set forth in (a) through (d) above. If an Award is made on such basis, the Administrator shall
establish goals prior to the beginning of the period for which such performance goal relates (or such later date as may be permitted
under Section 162(m) of the Code or the regulations thereunder but not later than 90 days after commencement of the period of services
to which the performance goal relates), and the Administrator has the right for any reason to reduce (but not increase) the Award,
notwithstanding the achievement of a specified goal. Any payment of an Award granted with performance goals shall be conditioned
on the written certification of the Administrator in each case that the performance goals and any other material conditions were
satisfied.


 


In addition, to the extent
that Section 409A is applicable, (i) performance-based compensation shall also be contingent on the satisfaction of pre-established
organizational or individual performance criteria relating to a performance period of at least 12 consecutive months in which the
Eligible Participant performs services and (ii) performance goals shall be established not later than 90 calendar days after the
beginning of any performance period to which the performance goal relates, provided that the outcome is substantially uncertain
at the time the criteria are established.


 


Acceleration
and Lapse of Restrictions


 


14.5                        
The Administrator may, in its sole discretion (but subject to the limitations of and compliance with Section 409A of the
Code and Section 14.7 in connection therewith), in the event of death or Disability, accelerate the time within which outstanding
Awards may be exercised, provided that no outstanding unvested Awards shall vest prior to death or Disability.


 


The Administrator may,
in its sole discretion (but subject to the limitations of and compliance with Section 409A of the Code and Section 14.7 in connection
therewith), at any time (prior to, coincident with or subsequent to death or Disability) determine that all or a part of the restrictions
on all or a portion of the outstanding Awards shall lapse, as of such date as the Administrator may, in its sole discretion, declare.


 


The Administrator may
discriminate among Grantees and among Awards granted to a Grantee in exercising its discretion pursuant to this Section 14.5.





 






    


    - 25 -


    

 


Compliance
with Section 162(m) of the Code


 


14.6                        
Notwithstanding any provision of this Plan to the contrary, if the Administrator determines that compliance with Section
162(m) of the Code is required or desired, all Awards granted under this Plan to Named Executive Officers shall comply with the
requirements of Section 162(m) of the Code. In addition, in the event that changes are made to Section 162(m) of the Code to permit
greater flexibility with respect to any Award or Awards under this Plan, the Administrator may make any adjustments it deems appropriate.


 


Compliance with
Section 409A of the Code


 


14.7                        
Notwithstanding any provision of this Plan to the contrary, if any provision of this Plan or an Award Agreement contravenes
any regulations or Treasury guidance promulgated under Section 409A of the Code or could cause an Award to be subject to the interest
and penalties under Section 409A of the Code, such provision of this Plan or any Award Agreement shall be modified to maintain,
to the maximum extent practicable, the original intent of the applicable provision without violating the provisions of Section
409A of the Code. In addition, in the event that changes are made to Section 409A of the Code to permit greater flexibility with
respect to any Award under this Plan, the Administrator may make any adjustments it deems appropriate.


 


Section 280G
of the Code


 


14.8                        
Notwithstanding any other provision of this Plan to the contrary, unless expressly provided otherwise in the Award Agreement,
if the right to receive or benefit from an Award under this Plan, either alone or together with payments that a Grantee has a right
to receive from the Company, would constitute a “parachute payment” (as defined in Section 280G of the Code), all such
payments shall be reduced to the largest amount that shall result in no portion being subject to the excise tax imposed by Section
4999 of the Code.


 


Dividends


 


14.9                        
Unless the Administrator in its sole and absolute discretion otherwise provides in an Award Agreement, holders of vested
Awards shall have the right to receive any dividends declared or paid with respect to such Awards. Holders of Awards which have
not yet vested are not entitled to receive dividends, however, dividends may be accrued and paid upon the vesting of such Awards.
The Administrator may provide that any dividends paid on Awards must be reinvested in shares of Stock, which may or may not be
subject to the same vesting conditions and restrictions applicable to such Awards. All distributions, if any, received by a Grantee
with respect to Awards as a result of any stock split, stock dividend, combination of shares, or other similar transaction shall
be subject to the restrictions applicable to the original Award.


 


Exercise of Award
Following Termination of Continuous Service


 


14.10                       An
Award may not be exercised after the termination date of such Award set forth in the Award Agreement and may be exercised
following the termination of a Grantee’s Continuous Service only to the extent provided in the Award Agreement. Where
the Award Agreement permits a Grantee to exercise an Award following the termination of the Grantee’s Continuous
Service for a specified period, the Award shall terminate to the extent not exercised on the last day of the specified period
or the last day of the original term of the Award, whichever occurs first.


 






    


    - 26 -


    

 


Cancellation
of Awards


 


14.11                      
In the event a Grantee’s Continuous Services has been terminated for “Cause”, he or she shall immediately
forfeit all rights to any and all Awards outstanding. The determination that termination was for Cause shall be final and conclusive.
In making its determination, the Board shall give the Grantee an opportunity to appear and be heard at a hearing before the full
Board and present evidence on the Grantee’s behalf. Should any provision to this Section 14.11. be held to be invalid or
illegal, such illegality shall not invalidate the whole of this Section 14, but, rather, this Plan shall be construed as if it
did not contain the illegal part or narrowed to permit its enforcement, and the rights and obligations of the parties shall be
construed and enforced accordingly.


 


		15.	ADDITIONAL TERMS FOR SO LONG AS THE SHARES ARE LISTED ON A STOCK EXCHANGE



 


15.1                        
For so long as the Shares are listed on a stock exchange, and to the extent required by the rules of such stock exchange,
the following terms and conditions shall apply to an Award in addition to those contained herein, as applicable:


 


		(a)	the exercise price of an Award must not be lower than 100% of the Fair Market Value (without discount)
of the Shares on the stock exchange at the time the Award is granted;



 


		(b)	the number of securities issuable to Insiders, at any time, under all of the Company’s security
based compensation arrangements (whether entered into prior to or subsequent to such listing), cannot exceed 10% of the Company’s
total issued and outstanding Common Stock, unless the Company obtains Disinterested Shareholder Approval; and



 


		(c)	the number of securities issued to Insiders, within any one year period, under all of the Company’s
security based compensation arrangements (whether entered into prior to or subsequent to such listing), cannot exceed 10% of the
issued and outstanding Common Stock, unless the Company obtains Disinterested Shareholder Approval.



 


		16.	PAYMENT FOR SHARE PURCHASES



 


Payment


 


16.1                        
Payment for Shares purchased pursuant to this Plan may be made:


 


		(a)	Cash. By cash, cashier’s check or wire transfer or, at the discretion of the Administrator
expressly for the Grantee and where permitted by law as follows:






 






    


    - 27 -


    

 


		(b)	Surrender of Shares. By surrender of shares of Common Stock of the Company that have been
owned by the Grantee for more than six months, or lesser period if the surrender of shares is otherwise exempt from Section 16
of the Exchange Act, (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully
paid with respect to such shares);



 


		(c)	Deemed Net-Stock Exercise. By forfeiture of Shares equal to the value of the exercise price
pursuant to a “deemed net-stock exercise” by requiring the Grantee to accept that number of Shares determined
in accordance with the following formula, rounded down to the nearest whole integer:



 





 


where:


 


		a =	net Shares to be issued to Grantee;



 


		b =	number of Awards being exercised;



 


		c =	Fair Market Value of a Share; and



 


		d =	Exercise price of the Awards; or



 


		(d)	Broker-Assisted. By delivering a properly executed exercise notice to the Company together
with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary
to pay the exercise price and the amount of any required tax or other withholding obligations.



 


Combination of
Methods


 


16.2                        
By any combination of the foregoing methods of payment or any other consideration or method of payment as shall be permitted
by applicable corporate law.


 


		17.	WITHHOLDING TAXES



 


Withholding Generally


 


17.1                        
Whenever Shares are to be issued in satisfaction of Awards granted under this Plan or Shares are forfeited pursuant to
a deemed net-stock exercise, the Company may require the Grantee to remit to the Company an amount sufficient to satisfy the foreign,
federal, state, provincial, or local income and employment tax withholding obligations, including, without limitation, on exercise
of an Award. When, under applicable tax laws, a Grantee incurs tax liability in connection with the exercise or vesting of any
Award, the disposition by a Grantee or other person of an Award or an Option prior to satisfaction of the holding period requirements
of Section 422 of the Code, or upon the exercise of a Non-Qualified Stock Option, the Company shall have the right to require
such Grantee or such other person to pay by cash, or check payable to the Company, the amount of any such withholding with respect
to such transactions. Any such payment must be made promptly when the amount of such obligation becomes determinable.


 






    


    - 28 -


    

 


Stock for Withholding


 


17.2                        
To the extent permissible under applicable tax, securities and other laws, the Administrator may, in its sole discretion
and upon such terms and conditions as it may deem appropriate, permit a Grantee to satisfy his or her obligation to pay any withholding
tax, in whole or in part, with Shares up to an amount not greater than the Company’s minimum statutory withholding rate for
federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income. The Administrator
may exercise its discretion, by (i) directing the Company to apply Shares to which the Grantee is entitled as a result of the exercise
of an Award, or (ii) delivering to the Company Shares that have been owned by the Grantee for more than six months, unless the
delivery of Shares is otherwise exempt from Section 16 of the Exchange Act. A Grantee who has made an election pursuant to this
Section 17.2 may satisfy his or her withholding obligation only with Shares that are not subject to any repurchase, forfeiture,
unfulfilled vesting or other similar requirements. The Shares so applied or delivered for the withholding obligation shall be valued
at their Fair Market Value as of the date of measurement of the amount of income subject to withholding.


 


		18.	ADJUSTMENTS UPON CHANGES IN CAPITALIZATION



 


In General


 


18.1                        
Subject to any required action by the shareholders of the Company, the number of Shares covered by each outstanding Award,
and the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted
or which have been returned to the Plan, the exercise or purchase price of each such outstanding Award, as well as any other terms
that the Administrator determines require adjustment shall be proportionately adjusted for (i) any increase or decrease in the
number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the
Shares, or (ii) any other increase or decrease in the number of issued Shares effected without receipt of consideration by the
Company; provided, however that conversion of any convertible securities of the Company shall not be deemed to have been effected
without receipt of consideration. The Administrator shall make the appropriate adjustments to (i) the maximum number and/or class
of securities issuable under this Plan; and (ii) the number and/or class of securities and the exercise price per Share in effect
under each outstanding Award in order to prevent the dilution or enlargement of benefits thereunder; provided, however, that the
number of Shares subject to any Award shall always be a whole number and the Administrator shall make such adjustments as are necessary
to insure Awards of whole Shares. Such adjustment shall be made by the Administrator and its determination shall be final, binding
and conclusive.


 


Company’s
Right to Effect Changes in Capitalization


 


18.2                         The
existence of outstanding Awards shall not affect the Company’s right to effect adjustments, recapitalizations,
reorganizations or other changes in its or any other corporation’s capital structure or business, any merger or
consolidation, any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Shares, the
dissolution or liquidation of the Company’s or any other corporation’s assets or business or any other corporate
act whether similar to the events described above or otherwise.


 






    


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		19.	CORPORATE TRANSACTIONS/CHANGES IN CONTROL/RELATED ENTITY DISPOSITIONS



 


Company is Not
the Survivor


 


19.1                        
Subject to Section 19.3 and except as may otherwise be provided in an Award Agreement, the Administrator shall have the
authority, in its absolute discretion, exercisable either in advance of any actual or anticipated Corporate Transaction, Change
of Control or Related Entity Disposition in which the Company is not the surviving corporation, or at the time of an actual Corporate
Transaction, Change of Control or Related Entity Disposition in which the Company is not the surviving corporation (a) to cancel
each outstanding in-the-money and vested Award upon payment in cash to the Grantee of the amount by which any cash and the Fair
Market Value of any other property which the Grantee would have received as consideration for the Shares covered by the Award if
the Award had been exercised before such Corporate Transaction, Change of Control or Related Entity Disposition exceeds the exercise
price of the Award, or (b) to negotiate to have such Award assumed by the surviving corporation. The determination as to whether
the Company is the surviving corporation is at the sole and absolute discretion of the Administrator.


 


The Administrator shall
also have the authority to condition any such Award’s vesting and exercisability or release from such limitations upon the
subsequent termination of the Continuous Service of the Grantee within a specified period following the effective date of the Corporate
Transaction, Change of Control or Related Entity Disposition.


 


Effective upon the consummation
of a Corporate Transaction, Change of Control or Related Entity Disposition governed by this Section 19.1, all outstanding Awards
under this Plan not exercised by the Grantee or assumed by the successor corporation shall terminate.


 


Company is the
Survivor


 


19.2                        
In the event of a Corporate Transaction, Change of Control or Related Entity Disposition in which the Company is the surviving
corporation, the Administrator shall determine the appropriate adjustment of the number and kind of securities with respect to
which outstanding Awards may be exercised, and the exercise price at which outstanding Awards may be exercised. The Administrator
shall determine, in its sole and absolute discretion, when the Company shall be deemed to survive for purposes of this Plan. Subject
to any contrary language in an Award Agreement evidencing an Award, any restrictions applicable to such Award shall apply as well
to any replacement shares received by the Grantee as a result.


 






    


    - 30 -


    

 


Change of Control


 


19.3                         If
there is a Change of Control, the Administrator may, without the consent or approval of any Eligible Participant, affect one
or more of the following alternatives only, which may vary among individual Eligible Participants and which may vary among
Awards held by any individual Eligible Participant: (i) provide for the substitution of a new Award or other arrangement
(which, if applicable, may be exercisable for such property or stock as the Administrator determines) for an Award or the
assumption of the Award, regardless of whether in a transaction to which Section 424(a) of the Code applies; (ii) subject to
the restrictions contained in the paragraph immediately below, provide for acceleration of the vesting and exercisability of,
or lapse of restrictions, in whole or in part, with respect to, the Award and, if the transaction is a cash merger, provide
for the termination of any portion of the Award that remains unexercised at the time of such transaction; or (iii) subject to
the restrictions contained in the paragraph immediately below, cancel any such Awards and to deliver to the Eligible
Participants cash in an amount that the Administrator shall determine in its sole discretion is equal to the fair market
value of such Awards on the date of such event, which in the case of Options or SARs shall be the excess of the Fair Market
Value of Shares on such date over the exercise price of such Award.


 


For the purposes of the
alternatives set forth in paragraphs (i) and (ii) above only, and unless otherwise provided in the applicable Award Agreement,
in the event of a Change of Control in which the successor company assumes or substitutes for an Award (or in which the Company
is the ultimate parent corporation and continues the Award) and (i) the Grantee’s employment with such successor company
(or the Company) or a subsidiary thereof is terminated without Cause and (ii) that termination occurs within 12 months after such
Change of Control (or such other period set forth in the Award Agreement), then:


 


		(a)	Awards outstanding as of the date of such Change of Control (or termination of Continuous Services,
if later) will immediately vest upon the Change of Control (or termination of Continuing Services, if later), become fully exercisable,
and may thereafter be exercised for two years (or the period of time set forth in the Award Agreement), or, if sooner, the expiration
of the term of the Award; and
	 	 	 



		(b)	the restrictions, limitations and other conditions applicable to Awards outstanding as of the Change
of Control (or termination of Continuous Services, if later) shall lapse and the Awards shall become free of all restrictions,
limitations and conditions and become fully vested.



 


For the purposes of this
Section, Awards shall be considered assumed or substituted for if following the Change of Control the Award confers the right to
purchase or receive, for each Share subject to the Award, the consideration (whether stock, cash or other securities or property)
received in the transaction constituting a Change of Control by holders of Shares for each Share held on the effective date of
such 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 transaction constituting a Change of
Control is not solely common stock of the successor company, the Administrator may, with the consent of the successor company,
provide that the consideration to be received upon the exercise or vesting of an Award, for each Share subject thereto, will be
solely common stock of the successor company substantially equal in fair market value to the per Share consideration received by
holders of Shares in the transaction constituting a Change of Control. The determination of such substantial equality of value
of consideration shall be made by the Administrator in its sole discretion and its determination shall be conclusive and binding.


 






    


    - 31 -


    

 


Unless otherwise provided
in the applicable Award Agreement, in the event of a Change of Control, to the extent the successor company does not assume or
substitute for an Award (or in which the Company is the ultimate parent corporation and does not continue the Award), then as of
the Change of Control:


 


		(i)	those Awards outstanding as of the date of the Change of Control that are not assumed or substituted
for (or continued) shall immediately vest and become fully exercisable;
	 	 	 



		(ii)	restrictions, limitations and other conditions applicable to Awards that are not assumed or substituted
for (or continued) shall lapse and the Awards shall become free of all restrictions, limitations and conditions and become fully
vested and transferable to the full extent of the original grant; and
	 	 	 



		(iii)	any Award subject to performance criteria shall be prorated based on the performance from the Award
Date to the date of the Change of Control. The proration shall be based upon the method set forth in the Award Agreements evidencing
the applicable Awards, or if no method is specified, based upon the total number of days during the performance period prior to
the Change of Control in relation to the total number of days during the performance period.
	 	 	 



		20.	PRIVILEGES OF STOCK OWNERSHIP



 


No Grantee shall have
any of the rights of a stockholder with respect to any Shares until the Shares are issued to the Grantee. After Shares are issued
to the Grantee, the Grantee shall be a stockholder and have all the rights of a stockholder with respect to such Shares, including
the right to vote and receive all dividends or other distributions made or paid with respect to such Shares; provided, that if
such Shares are Restricted Stock, then any new, additional or different securities the Grantee may become entitled to receive with
respect to such Shares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of
the Company shall be subject to the same restrictions as the Restricted Stock. The Company shall issue (or cause to be issued)
such stock certificate promptly upon exercise of the Award.


 


		21.	RESTRICTION ON AND VESTING OF SHARES



 


Except as otherwise
provided for in this Section 21, the Award Agreements with respect to Restricted Stock, unrestricted Shares, Restricted Stock
Units, Deferred Stock Units or any right or benefit under this Plan, other than Options or SARs, shall provide that the
Grantee may not dispose of any such Awards (or the underlying Shares) for a minimum restriction period of one year from the
date of grant; provided, however, that the Administrator may provide for earlier termination of such restriction period in
its discretion. Notwithstanding the foregoing, up to 5% of the Maximum Number of Shares available for allotment and issuance,
transfer or delivery as either unrestricted Shares or Deferred Stock Units under the Plan (the “Excepted
Shares”) shall not be subject to the minimum one-year restriction period described in the preceding sentence, it
being understood that the Administrator may, in its discretion, and at the time an Award is granted, designate any Shares
that are subject to such Award as Excepted Shares; provided that, in no event shall the Administrator designate any such
Shares as Excepted Shares after the time such Award is granted.


 






    


    - 32 -


    

 


For avoidance of doubt,
the foregoing restrictions do not apply to the Administrator’s discretion to provide for accelerated exercisability or vesting
of any Award in case of death or Disability. The treatment of Awards in connection with a Change of Control shall be governed solely
in accordance with Section 19 hereof.


 


In addition, at the discretion
of the Administrator, the Company may reserve to itself and/or its assignee(s) in the Award Agreement that the Shares are subject
to a right of first refusal or a right to repurchase by the Company at the Shares’ Fair Market Value at the time of sale.
The terms and conditions of any such rights or other restrictions shall be set forth in the Award Agreement evidencing the Award.


 


		22.	CERTIFICATES



 


All certificates for
Shares or other securities delivered under this Plan shall be subject to such stock transfer orders, legends and other restrictions
as the Administrator may deem necessary or advisable, including restrictions under any applicable federal, state or foreign securities
law, or any rules, regulations and other requirements of the SEC or any stock exchange or automated quotation system upon which
the Shares may be listed or quoted.


 


		23.	ESCROW; PLEDGE OF SHARES



 


To enforce any restrictions
on a Grantee’s Shares, the Administrator may require the Grantee to deposit all certificates representing Shares, together
with stock powers or other instruments of transfer approved by the Administrator, appropriately endorsed in blank, with the Company
or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated, and the Administrator
may cause a legend or legends referencing such restrictions to be placed on the certificates.


 


		24.	SECURITIES LAW AND OTHER REGULATORY COMPLIANCE



 


Compliance With
Applicable Law


 


24.1                         An
Award shall not be effective unless such Award is in compliance with all applicable federal and state securities laws, rules
and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which
the Shares may then be listed or quoted, as they are in effect on the Grant Date and also on the date of exercise or other
issuance. Notwithstanding any other provision in this Plan, the Company shall have no obligation to issue or deliver
certificates for Shares under this Plan prior to (i) obtaining any approvals from governmental agencies that the Company
determines are necessary or advisable; and/or (ii) completion of any registration or other qualification of such Shares under
any state or federal laws or rulings of any governmental body that the Company determines to be necessary or advisable. The
Company shall be under no obligation to register the Shares with the SEC or to effect compliance with the registration,
qualification or listing requirements of any state securities laws, stock exchange or automated quotation system, and the
Company shall have no liability for any inability or failure to do so. Evidences of ownership of Shares acquired pursuant to
an Award shall bear any legend required by, or useful for purposes of compliance with, applicable securities laws, this Plan
or the Award Agreement.


 






    


    - 33 -


    

 


During any time when
the Company has a class of equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that
Awards pursuant to this Plan and the exercise of Awards granted hereunder shall qualify for the exemption provided by Rule 16b-3
under the Exchange Act. To the extent that any provision of this Plan or action by the Board or the Administrator does not comply
with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the
Board or the Administrator, and shall not affect the validity of this Plan. In the event that Rule 16b-3 is revised or replaced,
the Administrator may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to
take advantage of any features of, the revised exemption or its replacement.


 


Investment Representation


 


24.2                        
As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant
at the time of any such exercise 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 by any Applicable Laws.


 


		25.	NO OBLIGATION TO EMPLOY



 


Nothing in this Plan
or any Award granted under this Plan shall confer or be deemed to confer on any Grantee any right to continue in the employ of,
or to continue any other relationship with, the Company or to limit in any way the right of the Company to terminate such Grantee’s
employment or other relationship at any time, with or without Cause.


 


		26.	EFFECTIVE DATE AND TERM OF PLAN



 


This Plan shall become
effective upon the earlier to occur of its adoption by the Board or its approval by the shareholders of the Company. It shall continue
in effect for a term of ten years unless sooner terminated.


 


		27.	SHAREHOLDER APPROVAL



 


This Plan shall be subject
to approval by the shareholders of the Company within 12 months from the date the Plan is adopted by the Company’s Board
for any and all intended Incentive Stock Options granted hereunder. Such shareholder approval shall be obtained in the degree and
manner required under Applicable Laws. The Administrator may grant Awards under this Plan prior to approval by the shareholders,
however, until such approval is obtained, all Option Awards granted under this Plan shall be deemed Non-Qualified Stock Options.
In the event that shareholder approval is not obtained within the 12 month period provided above, all Incentive Stock Option Awards
previously granted under this Plan shall be deemed Non-Qualified Stock Options.


 






    


    - 34 -


    

 


		28.	AMENDMENT, SUSPENSION OR TERMINATION OF THIS PLAN OR AWARDS



 


The Board may amend,
suspend or terminate this Plan at any time and for any reason. To the extent necessary to comply with Applicable Laws, the Company
shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required. Shareholder approval
shall be required for the following types of amendments to this Plan: (i) any change to those persons who are entitled to become
participants under the Plan which would have the potential of broadening or increasing Insider participation; or (ii) the addition
of any form of financial assistance or amendment to a financial assistance provision which is more favourable to Grantees.


 


Further, the Board may,
in its discretion, determine that any amendment should be effective only if approved by the shareholders even if such approval
is not expressly required by this Plan or by law. No Award may be granted during any suspension of this Plan or after termination
of this Plan.


 


Any amendment, suspension
or termination of this Plan shall not affect Awards already granted, and such Awards shall remain in full force and effect as if
this Plan had not been amended, suspended or terminated, unless mutually agreed otherwise between the Grantee and the Administrator,
which agreement must be in writing and signed by the Grantee and the Company. At any time and from time to time, the Administrator
may amend, modify, or terminate any outstanding Award or Award Agreement without approval of the Grantee; provided, however, that
subject to the applicable Award Agreement, no such amendment, modification or termination shall, without the Grantee’s consent,
reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled
on the date of such amendment or termination.


 


Notwithstanding any provision
herein to the contrary, the Administrator shall have broad authority to amend this Plan or any outstanding Award under this Plan
without approval of the Grantee to the extent necessary or desirable: (i) to comply with, or take into account changes in, applicable
tax laws, securities laws, accounting rules and other applicable laws, rules and regulations; or (ii) to ensure that an Award is
not subject to interest and penalties under Section 409A of the Code or the excise tax imposed by Section 4999 of the Code.


 


Further, notwithstanding
any provision herein to the contrary, and subject to Applicable Law, the Administrator may, in its absolute discretion, amend or
modify this Plan: (i) to make amendments which are of a “housekeeping” or clerical nature; (ii) to change the termination
provision of an Award granted hereunder, as applicable, which does not entail an extension beyond the original expiry date or the
acceleration of such Award; and (iii) the addition of a cashless exercise feature, payable in cash or securities, which provides
for a full deduction of the number of underlying securities from the Maximum Number.


 


		29.	RESERVATION OF SHARES



 


The Company, during the
term of this Plan, shall at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements
of this Plan.


 






    


    - 35 -


    

 


The
Shares to be issued hereunder upon exercise of an Award may be either authorized but unissued; supplied to the Plan through acquisitions
of Shares on the open market; or Shares forfeited back to the Plan.


 


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, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.


 


		30.	BUYOUT OF AWARDS



 


Subject to Section 4.2
hereof, the Administrator may at any time buy from a Grantee an Award previously granted with payment in cash, Shares (including
Restricted Stock) or other consideration, based on such terms and conditions as the Administrator and the Grantee may agree.


 


		31.	APPLICABLE TRADING POLICY



 


The Administrator and
each Eligible Participant will ensure that all actions taken and decisions made by the Administrator or an Eligible Participant,
as the case may be, pursuant to this Plan comply with any Applicable Laws and policies of the Company relating to insider trading
or “blackout” periods.


 


		32.	GOVERNING LAW



 


The Plan shall be governed
by the laws of the State of Nevada; provided, however, that any Award Agreement may provide by its terms that it shall be governed
by the laws of any other jurisdiction as may be deemed appropriate by the parties thereto.


 


		33.	MISCELLANEOUS



 


Except as specifically
provided in a retirement or other benefit plan of the Company or a Related Entity, Awards shall not be deemed compensation for
purposes of computing benefits or contributions under any retirement plan of the Company or a Related Entity, and shall not affect
any benefits under any other benefit plan of any kind or any benefit plan subsequently instituted under which the availability
or amount of benefits is related to level of compensation. The Plan is not a “Retirement Plan” or “Welfare Plan”
under the Employee Retirement Income Security Act of 1974, as amended.


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SUBPART A


 


STOCK AND DEFERRED STOCK UNITS FOR
ELIGIBLE DIRECTORS


 


A.                            Stock Award. The Administrator shall pay Eligible Remuneration to each Director pursuant to an Award Agreement.


 


B.                             Election. Further, the Administrator
may, in its sole discretion, permit each Eligible Director to receive all or any portion of his Eligible Remuneration during the
Remuneration Period in the form of Deferred Stock Units under this Plan (an “Election”). All deferrals pursuant
to such an Election shall be evidenced by an Award Agreement.


 


For purposes of this
Subpart A, the following definitions shall apply:


 


“Annual Retainer” for
a particular Director means the retainer (including any additional amounts payable for serving as lead Director or on any committee
of the Board), payable to that Director for serving as a Director for the relevant Remuneration Period, as determined by the Board;


 


“Attendance Fee” means
amounts payable annually to a Director as a Board meeting attendance fee or a committee meeting attendance fee, or any portion
thereof;


 


“Canadian Director”
means a Director who is a resident of Canada for the purposes of the Canadian Tax Act, and whose income from employment by the
Company or Related Entity is subject to Canadian income tax, notwithstanding any provision of the Canada-United States Income Tax
Convention (1980), as amended;


 


“Canadian Tax Act” and
 “Canadian Tax Regulations” means respectively the Income Tax Act (Canada), as amended and the Income
Tax Regulation promulgated thereunder, as amended;


 


“Deferred Stock Unit”
means a right granted by the Company to an Eligible Director to receive, on a deferred payment basis, Shares under this Plan;


 


“Eligible Director”
is any Director of this Company or Related Entity that the Administrator determines is eligible to elect to receive Deferred Stock
Units under this Plan;


 


“Eligible Remuneration”
means all amounts payable to an Eligible Director in Shares, including all or part of amounts payable in satisfaction of the Annual
Retainer, Attendance Fees or any other fees relating to service on the Board which are payable to an Eligible Director or in satisfaction
of rights or property surrendered by an Eligible Director to the Company; it being understood that the amount of Eligible Remuneration
payable to any Eligible Director may be calculated by the Administrator in a different manner than Eligible Remuneration payable
to another Eligible Director in its sole and absolute discretion;


 


“Prescribed Plan or Arrangement”
means a prescribed plan or arrangement as defined in s.6801(d) of the Canadian Tax Regulation;


 






    


    - 2 -


    

 


“Remuneration Period”
means, as applicable, (a) the period commencing on the Effective Date of this Plan and ending on the last day of the calendar year
in which the Effective Date occurs; and (b) thereafter each subsequent calendar year, or where the context requires, any portion
of such period; and


 


“Salary Deferral Arrangement”
means a salary deferral arrangement as defined in the Canadian Tax Act.


 


1.                 
           Election. An Eligible Director who desires to defer receipt of all or a portion of his or her Eligible Remuneration
in any calendar year shall make such election in writing to the Company specifying:


 


(a)          
the dollar amount or percentage of Eligible Remuneration to be deferred; and


 


(b)          
the deferral period.


 


Otherwise, such election
must be made before the first day of the calendar year in which the Eligible Remuneration shall be payable, however a newly appointed
Eligible Director shall be eligible to defer payment of future Eligible Remuneration by providing written election to the Company
within 30 calendar days of his or her appointment to the Board of Directors. The elections made pursuant to this Section shall
be irrevocable with respect to Eligible Remuneration to which such elections pertain and shall also apply to subsequent Eligible
Remuneration payable in future calendar years unless such Eligible Director notifies the Company in writing, before the first day
of the applicable calendar year, that he or she desires to change such election.


 


If the Eligible Director
does not timely deliver an election in respect of a particular Remuneration Period, the Eligible Director will receive the Eligible
Remuneration as provided for in the Award Agreement.


 


2.                 
           Determination of Deferred Stock Units. The Company will maintain a separate account for each Eligible Director
to which it will quarterly credit at the end of March, June, September and December, or as otherwise determined by the Administrator,
the Deferred Stock Units granted to the Eligible Director for the relevant Remuneration Period. The number of Deferred Stock Units
(including fractional Deferred Stock Units, computed to three digits) to be credited to an account for an Eligible Director will
be determined on the date approved by the Administrator by dividing the appropriate amount of Eligible Remuneration to be deferred
into Deferred Stock Units by the Fair Market Value on that date.


 


3.                 
            No Voting Rights. The holders of Deferred Stock Units shall have no rights as stockholders of the Company.


 


4.                 
           Dividends and Dividend Equivalency. The Company
will, on any date on which a cash or stock dividend is paid on its outstanding Shares, credit to each Eligible
Director’s account that number of additional Deferred Stock Units (including fractional Deferred Stock Units, computed
to three digits) calculated by (i) multiplying the amount of the dividend per Share by the number of Deferred Stock Units in
the account as of the record date for payment of the dividend, and (ii) dividing the amount obtained by the Fair Market Value
on the date on which the dividend is paid. (See Section 13 of the Plan, Dividend Equivalent
Right). Holders of Deferred Stock Units which have not yet vested are not entitled to receive dividends, however, dividends
may be accrued and paid upon the vesting of such Deferred Stock Units.


 






    


    - 3 -


    

 


5.                 
           Eligible Director’s Account. A written confirmation of the balance in each Eligible Directors’ Account
will be sent by the Company to the Eligible Director upon request of the Eligible Director.


 


6.                             Creditor’s Rights. A holder of Deferred Stock Units shall have no rights other than those of a general creditor
of the Company. Deferred Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and condition
of the applicable Award Agreement.


 


7.                             Settlement
of Deferred Stock Units. Subject to Section 8, each Deferred Stock Unit shall be paid and settled by the issuance of Restricted
or unrestricted Shares in accordance with the Award Agreement and if such settlement is subject to Section 409A of the Code only
upon any one or more of the following as provided for in the Award Agreement:


 


		(a)	a specific date or date determinable by a fixed schedule;
	 	 	 



		(b)	upon the Eligible Director’s termination of Continuous Services to the extent the same constitutes
a separation from services for the purposes of Section 409A of the Code except that if an Eligible Director is a “key employee”
as defined in Section 409A of the Code for such purposes, then payment or settlement shall occur 6 months following such separation
of service;
	 	 	 



		(c)	as a result of the Eligible Director’s death or Disability; or
	 	 	 



		(d)	in connection with or as a result of a Change of Control in compliance with 409A of the Code.



 


The Company will issue
one Share for each whole Deferred Stock Unit credited to the Eligible Director’s account (net of any applicable withholding
tax as provided for in this Plan). Such payment shall be made by the Company as soon as reasonably possible following the settlement
date. Fractional Shares shall not be issued, and where the Eligible Director would be entitled to receive a fractional Shares in
respect of any fractional Deferred Stock Unit, the Company shall pay to such Eligible Director, in lieu of such fractional Shares,
cash equal to the Fair Market Value of such fractional Shares calculated as of the day before such payment is made, net of any
applicable withholding tax.


 


8.                             Canadian Directors. If a Deferred Stock Unit granted to an Eligible Director who is a Canadian Director would otherwise
constitute a Salary Deferred Arrangement, the Award Agreement pertaining to that Deferred Stock Unit shall contain such other
or additional terms as will cause the Deferred Stock Unit to be a Prescribed Plan or Arrangement.


 


9.                             Issuance
of Stock Certificates. A stock certificate or certificates shall be registered and issued in the name of the holder of
Deferred Stock Units and delivered to such holder as soon as practicable after such Deferred Stock Units have become payable
or satisfied in accordance with the terms of the Plan.


 


10.                           Non-Exclusivity. Nothing in this Subpart A shall prohibit the Administrator from making discretionary Awards to
Eligible Directors pursuant to the other provisions of this Plan or outside this Plan, not otherwise inconsistent with these provisions.


 


11.                           Defined Terms. Capitalized terms used in this Subpart A and not defined herein have the meaning given in the Plan.


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