Exhibit 10.1


 


NeuroOne
Medical Technologies Corporation


 


2021
Inducement Plan

Adopted by the Board of Directors: October 4,
2021


 


1. General.


 


(a) Eligible
Award Recipients.  The only persons eligible to receive grants of Awards under this Plan are individuals who satisfy the standards
for inducement grants under Nasdaq Marketplace Rule 5635(c)(4) or 5635(c)(3), if applicable, and the related guidance under Nasdaq IM
5635-1 (together with any analogous rules or guidance effective after the date hereof, the “Inducement Award Rules”).
A person who previously served as an Employee or Director will not be eligible to receive Awards under this Plan, other than following
a bona fide period of non-employment. Persons eligible to receive grants of Awards under this Plan are referred to in this Plan
as “Eligible Employees.” These Awards must be approved by either a majority of the Company’s “Independent
Directors” (as such term is defined in Nasdaq Marketplace Rule 5605(a)(2)) or the Company’s compensation committee,
provided such committee comprises solely Independent Directors (the “Independent Compensation Committee”) in
order to comply with the exemption from the stockholder approval requirement for “inducement grants” provided under the Inducement
Award Rules.


 


(b) Available
Awards.  This Plan provides for the grant of the following Awards: (i) Options, (ii) Stock Appreciation Rights, (iii) Restricted
Stock Awards, (iv) Restricted Stock Unit Awards, (v) Performance Stock Awards, (vi) Performance Cash Awards and (vii) Other Stock Awards. 
All Options shall be Nonstatutory Stock Options.


 


(c) Purpose. 
This Plan, through the grant of Awards, is intended to provide (i) an inducement material for certain individuals to enter into employment
with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Marketplace Rules, (ii) incentives for such persons to exert maximum
efforts for the success of the Company and any Affiliate and (iii) a means by which Eligible Employees may be given an opportunity to
benefit from increases in value of the Common Stock.


 


2. Administration.


 


(a) Administration
by Board.  The Board will administer this Plan; provided, however, that Awards may only be granted by either (i) a majority of
the Company’s Independent Directors or (ii) the Independent Compensation Committee. Subject to those constraints and the other constraints
of the Inducement Award Rules, the Board may delegate some of its powers of administration of this Plan to a Committee or Committees,
as provided in Section 2(c).


 


(b) Powers
of Board.  The Board will have the power, subject to, and within the limitations of, the express provisions of this Plan and
the Inducement Award Rules:


 


(i) To
determine: (A) who will be granted Awards; (B) when and how each Award will be granted; (C) what type of Award will be granted; (D) the
provisions of each Award (which need not be identical), including when a person will be permitted to exercise or otherwise receive cash
or Common Stock under the Award; (E) the number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair
Market Value applicable to an Award; provided, however, that Awards may only be granted by either (i) a majority of the Company’s
Independent Directors or (ii) the Independent Compensation Committee.


 






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(ii) To
construe and interpret this Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for administration
of this Plan and Awards.  The Board, in the exercise of these powers, may correct any defect, omission or inconsistency in this Plan
or in any Award Agreement, in a manner and to the extent it will deem necessary or expedient to make this Plan or Award fully effective.


 


(iii) To
settle all controversies regarding this Plan and Awards granted under it.


 


(iv) To
accelerate, in whole or in part, the time at which an Award may be exercised or vest (or the time at which cash or shares of Common Stock
may be issued in settlement thereof).


 


(v) To
suspend or terminate this Plan at any time.  Except as otherwise provided in this Plan or an Award Agreement, suspension or termination
of this Plan will not materially impair a Participant’s rights under the Participant’s then-outstanding Award without the
Participant’s written consent, except as provided in subsection (viii) below.


 


(vi) To
amend this Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments relating
to certain nonqualified deferred compensation under Section 409A of the Code and/or to ensure this Plan or Awards granted under this Plan
are exempt from, or compliant with, the requirements for nonqualified deferred compensation under Section 409A of the Code, subject to
the limitations, if any, of applicable law.  Except as provided in Section 9(a) relating to Capitalization Adjustments, if
required by applicable law or listing requirements, the Company shall seek stockholder approval for any amendment of this Plan. 
Except as otherwise provided in this Plan or an Award Agreement, no amendment of this Plan will materially impair a Participant’s
rights under an outstanding Award without the Participant’s written consent.


 


(vii) To
submit any amendment to this Plan for stockholder approval, including, but not limited to, amendments to this Plan intended to satisfy
the requirements of Rule 16b-3 or to comply with other applicable laws or listing requirements.


 


(viii) To
approve forms of Award Agreements for use under this Plan and to amend the terms of any one or more Awards, including, but not limited
to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any specified
limits in this Plan that are not subject to Board discretion; provided, however, that a Participant’s rights under any Award will
not be impaired by any such amendment unless (A) the Company requests the consent of the affected Participant, and (B) such Participant
consents in writing. Notwithstanding the foregoing, (1) a Participant’s rights will not be deemed to have been impaired by any such
amendment if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially impair the Participant’s
rights, and (2) subject to the limitations of applicable law, if any, the Board may amend the terms of any one or more Awards without
the affected Participant’s consent (A) to clarify the manner of exemption from, or to bring the Award into compliance with, Section
409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder (including, without limitation,
such guidance as may be issued after the Effective Date); or (B) to comply with other applicable laws or listing requirements.


 






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(ix) Generally,
to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company
and that are not in conflict with the provisions of this Plan or Awards.


 


(x) To
adopt such procedures and sub-plans as are necessary or appropriate to permit participation in this Plan by Eligible Employees who are
foreign nationals or employed outside the United States (provided that Board approval will not be necessary for immaterial modifications
to this Plan or any Award Agreement that are required for compliance with the laws of the relevant foreign jurisdiction).


 


(c) Delegation
to Committee.


 


(i) General. 
Subject to the terms of Section 4(b), the Board may delegate some or all of the administration of this Plan to a Committee or Committees. 
If administration of this Plan is delegated to a Committee, the Committee will have, in connection with the administration of this Plan,
the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee
of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will
thereafter be construed as being to the Committee or subcommittee, as applicable).  Any delegation of administrative powers will
be reflected in resolutions, not inconsistent with the provisions of this Plan, adopted from time to time by the Board or Committee (as
applicable).  The Committee may, at any time, abolish the subcommittee and/or revest in the Committee any powers delegated to the
subcommittee. The Board may retain the authority to concurrently administer this Plan with the Committee and may, at any time, revest
in the Board some or all of the powers previously delegated.


 


(ii) Rule
16b-3 Compliance.  The Committee may consist solely of two or more Non-Employee Directors in accordance with Rule 16b-3.


 


(d) Effect
of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject
to review by any person and will be final, binding and conclusive on all persons.


 


(e) Repricing;
Cancellation and Re-Grant of Awards.  Neither the Board nor any Committee will have the authority to reduce the exercise, purchase
or strike price of any outstanding Option or SAR, unless the stockholders of the Company have approved such an action within twelve (12)
months prior to such an event.


 






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3. Shares
Subject to this Plan.


 


(a) Share
Reserve.  Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock
that may be issued pursuant to Awards will not exceed 420,350 shares (the “Share Reserve”).  No Participant
in the Plan may be granted an Award during the term of the Plan in excess of the Share Reserve. For clarity, the Share Reserve is a limitation
in the number of shares of Common Stock that may be issued pursuant to the Plan and does not limit the granting of Awards except as provided
in Section 7(a). Shares may be issued in connection with a merger or acquisition as permitted by Nasdaq Marketplace Rule 5635(c) or, if
applicable NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will
not reduce the number of shares available for issuance under this Plan.


 


(b) Reversion
of Shares to the Share Reserve. If an Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered
by such Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), such expiration,
termination or settlement will not reduce (or otherwise offset) the number of shares of Common Stock that may be available for issuance
under this Plan.  If any shares of Common Stock issued pursuant to an Award are forfeited back to or repurchased or reacquired by
the Company for any reason, including because of the failure to meet a contingency or condition required to vest such shares in the Participant,
then the shares that are forfeited or repurchased or reacquired will revert to and again become available for issuance under this Plan. 
Any shares reacquired by the Company in satisfaction of tax withholding obligations on an Award or as consideration for the exercise or
purchase price of an Award will again become available for issuance under this Plan.


 


(c) Source
of Shares.  The stock issuable under this Plan will be shares of authorized but unissued or reacquired Common Stock, including
shares repurchased by the Company on the open market or otherwise.


 


4. Eligibility.


 


(a) Eligibility
for Specific Awards.  Awards may only be granted to persons who are Eligible Employees described in Section 1(a) of this
Plan, where the Award is an inducement material to the individual’s entering into employment with the Company or an Affiliate within
the meaning of Rule 5635(c)(4) of the Nasdaq Marketplace Rules or is otherwise permitted pursuant to Rule 5635(c) of the Nasdaq Marketplace
Rules, provided, however, that Awards may not be granted to Eligible Employees who are providing Continuous Service only to any
“parent” of the Company, as such term is defined in Rule 405 of the Securities Act, unless (i) the stock underlying such Awards
is treated as “service recipient stock” under Section 409A of the Code (for example, because the Awards are granted pursuant
to a corporate transaction such as a spin off transaction), (ii) the Company, in consultation with its legal counsel, has determined that
such Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in consultation with its legal counsel, has determined
that such Awards comply with the distribution requirements of Section 409A of the Code.


 


(b) Approval
Requirements. All Awards must be granted either by a majority of the Company’s independent directors or the Independent Compensation
Committee.


 






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5. Provisions
relating to Options and Stock Appreciation Rights. Each Option or SAR will be in such form and will contain such terms and
conditions as the Board deems appropriate. All Options will be Nonstatutory Stock Options at the time of grant. The provisions of separate
Options or SARs need not be identical; provided, however, that each Award Agreement will conform to (through incorporation of provisions
hereof by reference in the applicable Award Agreement or otherwise) the substance of each of the following provisions:


 


(a) Term. 
No Option or SAR will be exercisable after the expiration of 10 years from the date of its grant or such shorter period specified in the
Award Agreement.


 


(b) Exercise
Price.  The exercise or strike price of each Option or SAR will be not less than 100% of the Fair Market Value of the Common
Stock subject to the Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with
an exercise or strike price lower than 100% of the Fair Market Value of the Common Stock subject to the Award if such Award is granted
pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to a Corporate Transaction and in
a manner consistent with the provisions of Section 409A of the Code.  Each SAR will be denominated in shares of Common Stock equivalents.


 


(c) Purchase
Price for Options.  The purchase price of Common Stock acquired pursuant to the exercise of an Option may be paid, to the extent
permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth
below.  The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise
restrict the ability to use certain methods) and to grant Options that require the consent of the Company to use a particular method of
payment.  The permitted methods of payment are as follows:


 


(i) by
cash, check, bank draft or money order payable to the Company;


 


(ii) pursuant
to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stock subject
to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate
exercise price to the Company from the sales proceeds;


 


(iii) by
delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;


 


(iv) by
a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon
exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; provided,
however, that the Company will accept a cash or other payment from the Participant to the extent of any remaining balance of the aggregate
exercise price not satisfied by such reduction in the number of whole shares to be issued.  Shares of Common Stock will no longer
be subject to an Option and will not be exercisable thereafter to the extent that (A) shares issuable upon exercise are used to pay the
exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as a result of such exercise, and
(C) shares are withheld to satisfy tax withholding obligations;  or


 


(v) in
any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Agreement.


 






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(d) Exercise
and Payment of a SAR.  To exercise any outstanding SAR, the Participant must provide written notice of exercise to the Company
in compliance with the provisions of the Stock Appreciation Right Agreement evidencing such SAR.  The appreciation distribution payable
on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of
the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant
is vested under such SAR, and with respect to which the Participant is exercising the SAR on such date, over (B) the aggregate strike
price of the number of Common Stock equivalents with respect to which the Participant is exercising the SAR on such date.  The appreciation
distribution may be paid in Common Stock, in cash, in any combination of the two or in any other form of consideration, as determined
by the Board and contained in the Award Agreement evidencing such SAR.


 


(e) Transferability
of Options and SARs.  The Board may, in its sole discretion, impose such limitations on the transferability of Options and SARs
as the Board will determine.  In the absence of such a determination by the Board to the contrary, the following restrictions on
the transferability of Options and SARs will apply:


 


(i) Restrictions
on Transfer.  An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or pursuant
to subsections (ii) and (iii) below), and will be exercisable during the lifetime of the Participant only by the Participant.  The
Board may permit transfer of the Option or SAR in a manner that is not prohibited by applicable tax and securities laws. Except as explicitly
provided in this Plan, neither an Option nor a SAR may be transferred for consideration.


 


(ii) Domestic
Relations Orders.  Subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant
to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument.


 


(iii) Beneficiary
Designation.  Subject to the approval of the Board or a duly authorized Officer, a Participant may, by delivering written notice
to the Company, in a form approved by the Company (or the designated broker), designate a third party who, on the death of the Participant,
will thereafter be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. 
In the absence of such a designation, upon the death of the Participant the executor or administrator of the Participant’s estate
will be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. However,
the Company may prohibit designation of a beneficiary at any time, including due to any conclusion by the Company that such designation
would be inconsistent with the provisions of applicable laws.


 






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(f) Vesting
Generally.  The total number of shares of Common Stock subject to an Option or SAR may vest and become exercisable in periodic
installments that may or may not be equal.  The Option or SAR may be subject to such other terms and conditions on the time or times
when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board may deem
appropriate.  The vesting provisions of individual Options or SARs may vary.  The provisions of this Section 5(f) are
subject to any Option or SAR provisions governing the minimum number of shares of Common Stock as to which an Option or SAR may be exercised.


 


(g) Termination
of Continuous Service.  Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant
and the Company, if a Participant’s Continuous Service terminates (other than for Cause and other than upon the Participant’s
death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise
such Award as of the date of termination of Continuous Service) within the period of time ending on the earlier of (i) the date that is
three (3) months following the termination of the Participant’s Continuous Service (or such longer or shorter period specified in
the applicable Award Agreement, which period will not be less than thirty (30) days if necessary to comply with applicable laws unless
such termination is for Cause) and (ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement.  If,
after termination of Continuous Service, the Participant does not exercise his or her Option or SAR (as applicable) within the applicable
time frame, the Option or SAR will terminate.


 


(h) Extension
of Termination Date.  Except as otherwise provided in the applicable Award Agreement or other written agreement between the Participant
and the Company, if the exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than
for Cause and other than upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance
of shares of Common Stock would violate the registration requirements under the Securities Act, then the Option or SAR will terminate
on the earlier of (i) the expiration of a total period of time (that need not be consecutive) equal to the applicable post-termination
exercise period after the termination of the Participant’s Continuous Service during which the exercise of the Option or SAR would
not be in violation of such registration requirements, and (ii) the expiration of the term of the Option or SAR as set forth in the applicable
Award Agreement.  In addition, unless otherwise provided in a Participant’s Award Agreement, if the sale of any Common Stock
received on exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause)
would violate the Company’s insider trading policy, then the Option or SAR will terminate on the earlier of (i) the expiration of
a period of months (that need not be consecutive) equal to the applicable post-termination exercise period after the termination of the
Participant’s Continuous Service during which the sale of the Common Stock received upon exercise of the Option or SAR would not
be in violation of the Company’s insider trading policy, or (ii) the expiration of the term of the Option or SAR as set forth in
the applicable Award Agreement.


 






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(i) Disability
of Participant.  Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and
the Company, if a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant
may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of
termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date twelve (12) months following
such termination of Continuous Service (or such longer or shorter period specified in the Award Agreement, which period will not be less
than six (6) months if necessary to comply with applicable laws) and (ii) the expiration of the term of the Option or SAR as set forth
in the Award Agreement.  If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR
within the applicable time frame, the Option or SAR (as applicable) will terminate. 


 


(j) Death
of Participant.  Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and
the Company, if (i) a Participant’s Continuous Service terminates as a result of the Participant’s death, or (ii) the Participant
dies within the period (if any) specified in the Award Agreement for exercisability after the termination of the Participant’s Continuous
Service for a reason other than death, then the Option or SAR may be exercised (to the extent the Participant was entitled to exercise
such Option or SAR as of the date of death) by the Participant’s estate, by a person who acquired the right to exercise the Option
or SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participant’s death, but only
within the period ending on the earlier of (i) the date eighteen (18) months following the date of death (or such longer or shorter period
specified in the Award Agreement, which period will not be less than six (6) months if necessary to comply with the applicable laws) and
(ii) the expiration of the term of such Option or SAR as set forth in the Award Agreement.  If, after the Participant’s death,
the Option or SAR is not exercised within the applicable time frame, the Option or SAR (as applicable) will terminate.


 


(k) Termination
for Cause.  Except as explicitly provided otherwise in a Participant’s Award Agreement or other individual written agreement
between the Company or any Affiliate and the Participant, if a Participant’s Continuous Service is terminated for Cause, the Option
or SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited
from exercising his or her Option or SAR from and after the time of such termination of Continuous Service.


 


(l) Non-Exempt
Employees.  If an Option or SAR is granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards
Act of 1938, as amended, the Option or SAR will not be first exercisable for any shares of Common Stock until at least six (6) months
following the date of grant of the Option or SAR (although the Award may vest prior to such date). Consistent with the provisions of the
Worker Economic Opportunity Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporate Transaction in which
such Option or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement
(as such term may be defined in the Participant’s Award Agreement, in another agreement between the Participant and the Company,
or, if no such definition, in accordance with the Company’s then current employment policies and guidelines), the vested portion
of any Options and SARs may be exercised earlier than six (6) months following the date of grant.  The foregoing provision is intended
to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be
exempt from his or her regular rate of pay. To the extent permitted and/or required for compliance with the Worker Economic Opportunity
Act to ensure that any income derived by a non-exempt employee in connection with the exercise, vesting or issuance of any shares under
any other Award will be exempt from the employee’s regular rate of pay, the provisions of this Section 5(l) will apply to
all Awards and are hereby incorporated by reference into such Award Agreements.


 






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6. Provisions
of Awards Other than Options and SARs.


 


(a) Restricted
Stock Awards.  Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as the Board
deems appropriate.  To the extent consistent with the Company’s bylaws, at the Board’s election, shares of Common Stock
may be (i) held in book entry form subject to the Company’s instructions until any restrictions relating to the Restricted Stock
Award lapse; or (ii) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. 
The terms and conditions of Restricted Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted
Stock Award Agreements need not be identical.  Each Restricted Stock Award Agreement will conform to (through incorporation
of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:


 


(i) Consideration. 
A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or money order payable to the Company, (B) past
or future services to the Company or an Affiliate, or (C) any other form of legal consideration that may be acceptable to the Board, in
its sole discretion, and permissible under applicable law.


 


(ii) Vesting. 
Shares of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance with
a vesting schedule to be determined by the Board.


 


(iii) Termination
of Participant’s Continuous Service.  If a Participant’s Continuous Service terminates, the Company may receive through
a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the Participant as of the date of termination
of Continuous Service under the terms of the Restricted Stock Award Agreement.


 


(iv) Transferability. 
Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by the Participant only upon
such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board will determine in its sole discretion,
so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted Stock Award
Agreement.


 


(v) Dividends. 
A Restricted Stock Award Agreement may provide that any dividends paid on Restricted Stock will be subject to the same vesting and
forfeiture restrictions as apply to the shares subject to the Restricted Stock Award to which they relate.


 






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(b) Restricted
Stock Unit Awards.  Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and conditions
as the Board deems appropriate.  The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time,
and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical.  Each Restricted Stock Unit
Award Agreement will conform to (through incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance
of each of the following provisions:


 


(i) Consideration. 
At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant
upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award.  The consideration to be paid (if any) by
the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration
that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.


 


(ii) Vesting. 
At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions on or conditions to the vesting
of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.


 


(iii) Payment. 
A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof
or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.


 


(iv) Additional
Restrictions.  At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may impose such
restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted Stock
Unit Award to a time after the vesting of such Restricted Stock Unit Award.


 


(v) Dividend
Equivalents.  Dividend equivalents may be credited in respect of shares of Common Stock covered by a Restricted Stock Unit Award,
as determined by the Board and contained in the Restricted Stock Unit Award Agreement.  At the sole discretion of the Board, such
dividend equivalents may be converted into additional shares of Common Stock covered by the Restricted Stock Unit Award in such manner
as determined by the Board.  Any additional shares covered by the Restricted Stock Unit Award credited by reason of such dividend
equivalents will be subject to all of the same terms and conditions of the underlying Restricted Stock Unit Award Agreement to which they
relate.


 


(vi) Termination
of Participant’s Continuous Service.  Except as otherwise provided in the applicable Restricted Stock Unit Award Agreement
or other written agreement between a Participant and the Company or an Affiliate, such portion of the Restricted Stock Unit Award that
has not vested will be forfeited upon the Participant’s termination of Continuous Service.


 


(c) Performance
Awards.


 


(i) Performance
Stock Awards.  A Performance Stock Award is an Award that is payable (including that may be granted, may vest or may be exercised)
contingent upon the attainment during a Performance Period of certain Performance Goals.  A Performance Stock Award may, but need
not, require the Participant’s completion of a specified period of Continuous Service. The length of any Performance Period, the
Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have
been attained will be conclusively determined by the Board or Committee, in its sole discretion.  In addition, to the extent permitted
by applicable law and the applicable Award Agreement, the Board or the Committee may determine that cash may be used in payment of Performance
Stock Awards.


 






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(ii) Performance
Cash Awards.  A Performance Cash Award is a cash award that is payable contingent upon the attainment during a Performance Period
of certain Performance Goals.  A Performance Cash Award may also require the completion of a specified period of Continuous Service. 
At the time of grant of a Performance Cash Award, the length of any Performance Period, the Performance Goals to be achieved during the
Performance Period, and the measure of whether and to what degree such Performance Goals have been attained will be conclusively determined
by the Board or Committee, in its sole discretion.  The Board or Committee may specify the form of payment of Performance Cash Awards,
which may be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such
portion thereof as the Board may specify, to be paid in whole or in part in cash or other property.


 


(iii) Discretion. 
A majority of the Company’s Independent Directors or the Independent Compensation Committee retains the discretion to adjust or
eliminate the compensation or economic benefit due upon attainment of Performance Goals and to define the manner of calculating the Performance
Criteria it selects to use for a Performance Period.  Partial achievement of the specified criteria may result in the payment or
vesting corresponding to the degree of achievement as specified in the Award Agreement or the written terms of a Performance Cash Award.


 


(d) Other
Stock Awards.  Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including
the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less than 100% of the Fair Market
Value of the Common Stock at the time of grant) may be granted either alone or in addition to Awards provided for under Section 5
and the preceding provisions of this Section 6.  Subject to the provisions of this Plan, a majority of the Company’s
Independent Directors or the Independent Compensation Committee will have sole and complete authority to determine the persons to whom
and the time or times at which such Other Stock Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof)
to be granted pursuant to such Other Stock Awards and all other terms and conditions of such Other Stock Awards.


 


7. Covenants
of the Company.


 


(a) Availability
of Shares.  The Company will keep available at all times the number of shares of Common Stock reasonably required to satisfy
then-outstanding Awards.


 


(b) Securities
Law Compliance.  The Company will seek to obtain from each regulatory commission or agency having jurisdiction over this Plan,
as necessary, such authority as may be required to grant Awards and to issue and sell shares of Common Stock upon exercise or vesting
of the Awards; provided, however, that this undertaking will not require the Company to register under the Securities Act, or other
securities or applicable laws, this Plan, any Award or any Common Stock issued or issuable pursuant to any such Award.  If, after
reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such regulatory commission or agency the authority
that counsel for the Company deems necessary or advisable for the lawful issuance and sale of Common Stock under this Plan, the Company
will be relieved from any liability for failure to issue and sell Common Stock upon exercise or vesting of such Awards unless and until
such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent issuance of cash or Common
Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities law.


 


(c) No
Obligation to Notify or Minimize Taxes.  The Company will have no duty or obligation to any Participant to advise such holder
as to the tax treatment or time or manner of exercising such Award.  Furthermore, the Company will have no duty or obligation to
warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not
be exercised.  The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award.


 






    11 


     


    

 


8. Miscellaneous.


 


(a) Use
of Proceeds from Sales of Common Stock.  Proceeds from the sale of shares of Common Stock pursuant to Awards will constitute
general funds of the Company.


 


(b) Corporate
Action Constituting Grant of Awards.  Corporate action constituting a grant by the Company of an Award to any Participant will
be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument,
certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant.  In the event
that the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action approving the grant contain
terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement or related
grant documents as a result of a clerical error in the papering of the Award Agreement or related grant documents, the corporate records
will control and the Participant will have no legally binding right to the incorrect term in the Award Agreement or related grant documents.


 


(c) Stockholder
Rights.  No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares
of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance
of shares of Common Stock under, the Award pursuant to its terms, and (ii) the issuance of the Common Stock subject to such Award has
been entered into the books and records of the Company.


 


(d) No
Employment or Other Service Rights. Nothing in this Plan, any Award Agreement or any other instrument executed thereunder or in connection
with any Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an Affiliate in
the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the
employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of
such Consultant’s agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant to the bylaws of the Company
or an Affiliate, and any applicable provisions of the corporate law of the state or foreign jurisdiction in which the Company or the Affiliate
is domiciled or incorporated, as the case may be.


 


(e) Change
in Time Commitment.  In the event a Participant’s regular level of time commitment in the performance of his or her services
for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and
the Employee has a change in status from a full-time Employee to a part-time Employee or takes an extended leave of absence) after the
date of grant of any Award to the Participant, the Board has the right in its sole discretion to (x) make a corresponding reduction in
the number of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date of
such change in time commitment, and (y) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable
to such Award. In the event of any such reduction, the Participant will have no right with respect to any portion of the Award that is
so reduced or extended.


 






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(f) Investment
Assurances.  The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Award, (i)
to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business
matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial
and business matters and that such Participant is capable of evaluating, alone or together with the purchaser representative, the merits
and risks of exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring
Common Stock subject to the Award for the Participant’s own account and not with any present intention of selling or otherwise distributing
the Common Stock.  The foregoing requirements, and any assurances given pursuant to such requirements, will be inoperative if (A)
the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently
effective registration statement under the Securities Act, or (B) as to any particular requirement, a determination is made by counsel
for the Company that such requirement need not be met in the circumstances under the then applicable securities laws.  The Company
may, upon advice of counsel to the Company, place legends on stock certificates issued under this Plan as such counsel deems necessary
or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of
the Common Stock.


 


(g) Withholding
Obligations.  Unless prohibited by the terms of an Award Agreement, the Company may, in its sole discretion, satisfy any federal,
state or local tax withholding obligation relating to an Award by any of the following means or by a combination of such means: (i) causing
the Participant to tender a cash payment; (ii)  withholding shares of Common Stock from the shares of Common Stock issued or otherwise
issuable to the Participant in connection with the Award; provided, however, that no shares of Common Stock are withheld with a
value exceeding the maximum amount of tax required to be withheld by law (or such lesser amount as may be necessary to avoid classification
of the Award as a liability for financial accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding
payment from any amounts otherwise payable to the Participant; or (v) by such other method as may be set forth in the Award Agreement.


 


(h) Electronic
Delivery.  Any reference herein to a “written” agreement or document will include any agreement or document delivered
electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet (or other shared
electronic medium controlled by the Company to which the Participant has access).


 


(i) Deferrals. 
To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock or the payment
of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs and procedures
for deferral elections to be made by Participants.  Deferrals by Participants will be made in accordance with Section 409A of the
Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise
providing services to the Company.  The Board is authorized to make deferrals of Awards and determine when, and in what annual percentages,
Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous Service, and
implement such other terms and conditions consistent with the provisions of this Plan and in accordance with applicable law.


 






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(j) Compliance
with Section 409A of the Code.  Unless otherwise expressly provided for in an Award Agreement, this Plan and Award Agreements
will be interpreted to the greatest extent possible in a manner that makes this Plan and the Awards granted hereunder exempt from Section
409A of the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code.  If the Board determines that any
Award granted hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award
will incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the
extent an Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award
Agreement.  Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise),
if the shares of Common Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation”
under Section 409A of the Code is a “specified employee” for purposes of Section 409A of the Code, no distribution or payment
of any amount that is due because of a “separation from service” (as defined in Section 409A of the Code without regard to
alternative definitions thereunder) will be issued or paid before the date that is six months following the date of such Participant’s
“separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) or,
if earlier, the date of the Participant’s death, unless such distribution or payment can be made in a manner that complies with
Section 409A of the Code, and any amounts so deferred will be paid in a lump sum on the day after such six month period elapses, with
the balance paid thereafter on the original schedule. Notwithstanding any provision of this Plan, in no event will the Company be liable
for any additional tax, interest or penalty imposed upon or other detriment suffered by a Participant under Section 409A of the Code or
for any damages suffered by such Participant for any failure of this Plan or any Award to comply with or be exempt from Section 409A of
the Code.


 


(k) Clawback/Recovery. 
All Awards granted under this Plan will be subject to recoupment in accordance with any clawback policy that the Company is required to
adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are
listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition,
the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines necessary or
appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other cash
or property upon the occurrence of an event constituting Cause. No recovery of compensation under such a clawback policy will be an event
giving rise to a right to voluntary terminate employment upon “resignation” for “good reason” or for a “constructive
termination” or any similar term under any plan of or agreement with the Company.


 


(l) Not
Benefit Plan Compensation. Payments and other benefits received by a Participant under an Award made pursuant to this Plan will not
be deemed a part of Participant’s compensation for purposes of determining the Participant’s benefits under any other benefit
plans or arrangements provided by the Company or an Affiliate, except where the Board expressly provides otherwise in writing.


 






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9. Adjustments
upon Changes in Common Stock; Other Corporate Events.


 


(a) Capitalization
Adjustments.  In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es)
and maximum number of securities subject to this Plan pursuant to Section 3(a); and (ii) the class(es) and number of securities
and price per share of stock subject to outstanding Awards.  The Board will make such adjustments, and its determination will be
final, binding and conclusive.


 


(b) Dissolution. 
Except as otherwise provided in the Award Agreement, in the event of a Dissolution of the Company, all outstanding Awards (other than
Awards consisting of vested and outstanding shares of Common Stock not subject to a forfeiture condition or the Company’s right
of repurchase) will terminate immediately prior to the completion of such Dissolution, and the shares of Common Stock subject to the Company’s
repurchase rights or subject to a forfeiture condition may be repurchased or reacquired by the Company notwithstanding the fact that the
holder of such Award is providing Continuous Service; provided, however, that the Board may, in its sole discretion, cause some
or all Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Awards have
not previously expired or terminated) before the Dissolution is completed but contingent on its completion.


 


(c) Transaction. 
The following provisions will apply to Awards in the event of a Transaction unless otherwise provided in the instrument evidencing the
Award or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly provided by
the Board at the time of grant of an Award.  In the event of a Transaction, then, notwithstanding any other provision of this Plan,
the Board may take one or more of the following actions with respect to Awards, contingent upon the closing or completion of the Transaction:


 


(i) arrange
for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) to assume or
continue the Award or to substitute a similar stock award for the Award (including, but not limited to, an award to acquire the same consideration
paid to the stockholders of the Company pursuant to the Transaction);


 


(ii) arrange
for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to the Award
to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company);


 


(iii) accelerate
the vesting, in whole or in part, of the Award (and, if applicable, the time at which the Award may be exercised) to a date prior to the
effective time of such Transaction as the Board determines (or, if the Board does not determine such a date, to the date that is five
days prior to the effective date of the Transaction), with such Award terminating if not exercised (if applicable) at or prior to the
effective time of the Transaction; provided, however, that the Board may require Participants to complete and deliver to the Company a
notice of exercise before the effective date of a Transaction, which exercise is contingent upon the effectiveness of such Transaction;


 


(iv) arrange
for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to the Award;


 


(v) cancel
or arrange for the cancellation of the Award, to the extent not vested or not exercised prior to the effective time of the Transaction,
in exchange for such cash consideration, if any, as the Board, in its sole discretion, may consider appropriate; and


 






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(vi) make
a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property the Participant
would have received upon the exercise of the Award immediately prior to the effective time of the Transaction, over (B) any exercise price
payable by such holder in connection with such exercise.  For clarity, this payment may be $0 if the value of the property is equal
to or less than the exercise price.  Payments under this provision may be delayed to the same extent that payment of consideration
to the holders of the Company’s Common Stock in connection with the Transaction is delayed as a result of escrows, earn outs, holdbacks
or other contingencies.


 


The Board need not take the same action or actions
with respect to all Awards or portions thereof or with respect to all Participants. The Board may take different actions with respect
to the vested and unvested portions of an Award.


 


(d) Change
in Control.  An Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in Control
as may be provided in the Award Agreement for such Award or as may be provided in any other written agreement between the Company or any
Affiliate and the Participant, but in the absence of such provision, no such acceleration will automatically occur.


 


10. Termination
or Suspension of this Plan. The Board may suspend or terminate this Plan at any time. No Awards may be granted under this Plan
while this Plan is suspended or after it is terminated.


 


11. Effective
Date of this Plan. This Plan will come into existence on the Effective Date.


 


12. Choice
of Law. The laws of the State of Delaware will govern all questions concerning
the construction, validity and interpretation of this Plan, without regard to that state’s conflict of laws rules.


 


13. Definitions. 
As used in this Plan, the following definitions will apply to the capitalized terms indicated below:


 


(a) “Affiliate”
means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in
Rule 405 of the Securities Act.  The Board will have the authority to determine the time or times at which “parent” or
“subsidiary” status is determined within the foregoing definition.


 


(b) “Award”
means an Option, a Stock Appreciation Right, a Restricted Stock Award, a Restricted Stock Unit Award, a Performance Stock Award, a Performance
Cash Award or an Other Stock Award.


 


(c) “Award
Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an Award.


 


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


 


(e) “Capitalization
Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to this
Plan or subject to any Award after the Effective Date without the receipt of consideration by the Company through merger, consolidation,
reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend,
stock split, reverse stock split liquidating dividend, combination of shares, exchange of shares, change in corporate structure or any
similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards
Codification Topic 718 (or any successor thereto).  Notwithstanding the foregoing, the conversion of any convertible securities of
the Company will not be treated as a Capitalization Adjustment.


 






    16 


     


    

 


(f) “Cause” shall
have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in the
absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following events:  (i) such
Participant’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United
States or any state thereof; (ii) such Participant’s attempted commission of, or participation in, a fraud or act of dishonesty
against the Company; (iii) such Participant’s intentional, material violation of any contract or agreement between the Participant
and the Company or of any statutory duty owed to the Company; (iv) such Participant’s unauthorized use or disclosure of the Company’s
confidential information or trade secrets; or (v) such Participant’s gross misconduct. The determination that a termination of the
Participant’s Continuous Service is either for Cause or without Cause shall be made by the Company, in its sole discretion. 
Any determination by the Company that the Continuous Service of a Participant was terminated with or without Cause for the purposes of
outstanding Awards held by such Participant shall have no effect upon any determination of the rights or obligations of the Company or
such Participant for any other purpose.


 


(g) “Change
in Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of
the following events:


 


(i) any
Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined
voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.
Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition of securities of the
Company directly from the Company; (B) on account of the acquisition of securities of the Company by an investor, any affiliate thereof
or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions the primary
purpose of which is to obtain financing for the Company through the issuance of equity securities; or (C) solely because the level of
Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold
of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the
number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of
the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional
voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding
voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;


 


(ii) there
is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the
consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own,
directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power of
the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power
of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions
as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction;


 






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(iii) there
is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company
and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of
the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of the voting securities of
which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities
of the Company immediately prior to such sale, lease, license or other disposition; or


 


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


 


For purposes of determining
voting power under the term Change in Control, voting power shall be calculated by assuming the conversion of all equity securities convertible
(immediately or at some future time) into shares entitled to vote, but not assuming the exercise of any warrant or right to subscribe
to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other transaction
effected exclusively for the purpose of changing the domicile of the Company, (B) the term Change in Control will not include a change
in the voting power of any one or more stockholders as a result of the conversion of any class of the Company’s securities into
another class of the Company’s securities having a different number of votes per share pursuant to the conversion provisions set
forth in the Company’s Amended and Restated Certificate of Incorporation, as amended, and (C) the definition of Change in Control
(or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant will supersede the
foregoing definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control
or any analogous term is set forth in such an individual written agreement, the foregoing definition will apply. If required for compliance
with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such transaction is not also a “change
in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the assets
of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).
The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control”
to conform to the definition of “Change in Control” under Section 409A of the Code, and the regulations thereunder.


 






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(h)
“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.


 


(i) “Committee”
means a committee of one or more Independent Directors to whom authority has been delegated by the Board in accordance with Section
2(c).


 


(j) “Common
Stock” means the common stock of the Company having one vote per share.


 


(k) “Company”
means NeuroOne Medical Technologies Corporation, a Delaware corporation.


 


(l) “Consultant”
means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services and
is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services. 
However, service solely as a Director, or payment of a fee for such service, will not cause a Director to be considered a “Consultant”
for purposes of this Plan. Notwithstanding the foregoing, a person is treated as a Consultant under this Plan only
if a Form S-8 Registration Statement under the Securities Act is available to register either the offer or the sale of the Company’s
securities to such person.


 


(m) “Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or
Consultant, is not interrupted or terminated.  A change in the capacity in which the Participant renders service to the Company or
an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided
that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate a
Participant’s Continuous Service; provided, however, that if the Entity for which a Participant is rendering
services ceases to qualify as an Affiliate, as determined by the Board, in its sole discretion, such Participant’s Continuous Service
will be considered to have terminated on the date such Entity ceases to qualify as an Affiliate.  To the extent permitted by law,
the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service
will be considered interrupted in the case of (i) any leave of absence approved by the Board or chief executive officer, including sick
leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors.  Notwithstanding
the foregoing, a leave of absence will be treated as Continuous Service for purposes of vesting in an Award only to such extent as may
be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable
to the Participant, or as otherwise required by law.


 






    19 


     


    

 


(n) “Corporate
Transaction” means the consummation, in a single transaction or in a series of related transactions, of any one or more
of the following events:


 


(i) a
sale or other disposition of all or substantially all, as determined by the Board, in its sole discretion, of the consolidated
assets of the Company and its Subsidiaries;


 


(ii) a
sale or other disposition of more than 50% of the outstanding securities of the Company;


 


(iii) a
merger, consolidation or similar transaction following which the Company is not the surviving corporation; or


 


(iv) a
merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding
immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation
or similar transaction into other property, whether in the form of securities, cash or otherwise.


 


(o) “Director”
means a member of the Board.  Directors are not eligible to receive Awards under this Plan with respect to their service in such
capacity.


 


(p) “Disability”
means, with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to
last for a continuous period of not less than 12 months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and will be
determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.


 


(q) “Dissolution”
means when the Company, after having executed a certificate of dissolution with the State of Delaware (or other applicable state), has
completely wound up its affairs.  Conversion of the Company into a Limited Liability Company (or any other pass-through entity) will
not be considered a “Dissolution” for purposes of this Plan.


 


(r) “Effective
Date” means October 4, 2021.


 


(s) “Employee”
means any person employed by the Company or an Affiliate.  However, service solely as a Director, or payment of a fee for such services,
will not cause a Director to be considered an “Employee” for purposes of this Plan.


 


(t) “Entity”
means a corporation, partnership, limited liability company or other entity.


 






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(u) “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


(v) “Exchange
Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the
Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company, (ii) any
employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee
benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to a registered
public offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially
the same proportions as their Ownership of stock of the Company; or (v) any natural person, Entity or “group” (within the
meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities
of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities.


 


(w) “Fair
Market Value” means, as of any date, the value of the Common Stock determined as follows:


 


(i) If
the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share of
Common Stock will be, unless otherwise determined by the Board, the closing sales price for such stock as quoted on such exchange or market
(or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in a source
the Board deems reliable.


 


(ii) Unless
otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination, then the Fair Market
Value will be the closing selling price on the last preceding date for which such quotation exists.


 


(iii) In
the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith and in a manner
that complies with Section 409A of the Code.


 


(x) “Non-Employee
Director” means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does
not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in
any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation
S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an interest in any other
transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship
for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee
director” for purposes of Rule 16b-3.


 


(y) “Nonstatutory
Stock Option” means any option granted pursuant to Section 5 of this Plan that does not qualify as an “incentive
stock option” within the meaning of Section 422 of the Code.


 


(z) “Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.


 






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(aa) “Option”
means a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to this Plan.


 


(bb) “Option
Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an Option
grant.  Each Option Agreement will be subject to the terms and conditions of this Plan.


 


(cc) “Optionholder”
means a person to whom an Option is granted pursuant to this Plan or, if applicable, such other person who holds an outstanding Option.


 


(dd) “Other Stock
Award” means an award based in whole or in part by reference to the Common Stock which is granted pursuant to the terms
and conditions of Section 6(d).


 


(ee) “Other Stock
Award Agreement” means a written agreement between the Company and a holder of an Other Stock Award evidencing the
terms and conditions of an Other Stock Award grant.  Each Other Stock Award Agreement will be subject to the terms and conditions
of this Plan.


 


(ff) “Own,”
“Owned,” “Owner,” “Ownership” means a person or Entity will be deemed to “Own,”
to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person
or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power,
which includes the power to vote or to direct the voting, with respect to such securities.


 


(gg) “Participant”
means a person to whom an Award is granted pursuant to this Plan or, if applicable, such other person who holds an outstanding Award.


 


(hh) “Performance
Cash Award” means an award of cash granted pursuant to the terms and conditions of Section 6(c)(ii).


 






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(ii) “Performance
Criteria” means the one or more criteria that a majority of the Company’s Independent Directors or the Independent
Compensation Committee will select for purposes of establishing the Performance Goals for a Performance Period.  The Performance
Criteria that will be used to establish such Performance Goals may be based on any one of, or combination of, the following as determined
by a majority of the Company’s Independent Directors or the Independent Compensation Committee: (i) sales; (ii) revenues; (iii)
assets; (iv) expenses; (v) market penetration or expansion; (vi) earnings from operations; (vii) earnings before or after deduction for
all or any portion of interest, taxes, depreciation, amortization, incentives, service fees or extraordinary or special items, whether
or not on a continuing operations or an aggregate or per share basis; (viii) net income or net income per common share (basic or diluted);
(ix) return on equity, investment, capital or assets; (x) one or more operating ratios; (xi) borrowing levels, leverage ratios or credit
rating; (xii) market share; (xiii) capital expenditures; (xiv) cash flow, free cash flow, cash flow return on investment, or net cash
provided by operations; (xv) stock price, dividends or total stockholder return; (xvi) development of new technologies or products; (xvii)
sales of particular products or services; (xviii) economic value created or added; (xix) operating margin or profit margin; (xx) customer
acquisition or retention; (xxi) raising or refinancing of capital; (xxii) successful hiring of key individuals; (xxiii) resolution of
significant litigation; (xxiv) acquisitions and divestitures (in whole or in part); (xxv) joint ventures and strategic alliances; (xxvi)
spin-offs, split-ups and the like; (xxvii) reorganizations; (xxviii) recapitalizations, restructurings, financings (issuance of debt or
equity) or refinancings; (xxix) or strategic business criteria, consisting of one or more objectives based on the following goals: achievement
of timely development, design management or enrollment, meeting specified market penetration or value added, payor acceptance, patient
adherence, peer reviewed publications, issuance of new patents, establishment of or securing of licenses to intellectual property, product
development or introduction (including, without limitation, discovery of novel products, maintenance of multiple products in pipeline,
product launch or other product development milestones), geographic business expansion, cost targets, cost reductions or savings, customer
satisfaction, operating efficiency, acquisition or retention, employee satisfaction, information technology, corporate development (including,
without limitation, licenses, innovation, research or establishment of third party collaborations), manufacturing or process development,
legal compliance or risk reduction, patent application or issuance goals, or goals relating to acquisitions, divestitures or other business
combinations (in whole or in part), joint ventures or strategic alliances; and (xxx) other measures of performance selected by the Company’s
Independent Directors or the Independent Compensation Committee.


 


(jj) “Performance
Goals” means, for a Performance Period, the one or more goals established by a majority of the Company’s Independent
Directors or the Independent Compensation Committee for the Performance Period based upon the Performance Criteria.  Performance
Goals may be based on a Company-wide basis, with respect to one or more business units, divisions, Affiliates, or business segments, and
in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant
indices.  The Company’s Independent Directors or the Independent Compensation Committee are authorized at any time in its sole
discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period in order to prevent the dilution or
enlargement of the rights of Participants, (a) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction,
event or development; (b) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company, or
the financial statements of the Company in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles,
or business conditions; or (c) in view of the Company’s Independent Directors or the Independent Compensation Committee’s
assessment of the business strategy of the Company, performance of comparable organizations, economic and business conditions, and any
other circumstances deemed relevant. Specifically, the Company’s Independent Directors or the Independent Compensation Committee
are authorized to make adjustment in the method of calculating attainment of Performance Goals and objectives for a Performance Period
as follows: (i) to exclude the dilutive effects of acquisitions or joint ventures; (ii) to assume that any business divested by the Company
achieved performance objectives at targeted levels during the balance of a Performance Period following such divestiture; and (iii) to
exclude the effect of any change in the outstanding shares of common stock of the Company by reason of any stock dividend or split, stock
repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate
change, or any distributions to common stockholders other than regular cash dividends. In addition, the Company’s Independent Directors
or the Independent Compensation Committee are authorized to make adjustment in the method of calculating attainment of Performance Goals
and objectives for a Performance Period as follows: (i) to exclude restructuring and/or other nonrecurring charges; (ii) to exclude exchange
rate effects, as applicable, for non-U.S. dollar denominated net sales and operating earnings; (iii) to exclude the effects of changes
to generally accepted accounting standards required by the Financial Accounting Standards Board; (iv) to exclude the effects of any items
that are “unusual” in nature or occur “infrequently” as determined under generally accepted accounting principles;
(v) to exclude the effects to any statutory adjustments to corporate tax rates; and (vi) to make other appropriate adjustments selected
by the Company’s Independent Directors or the Independent Compensation Committee.


 






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(kk) “Performance
Period” means the period of time selected by a majority of the Company’s Independent Directors or the Independent
Compensation Committee over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s
right to and the payment of an Award.  Performance Periods may be of varying and overlapping duration, at the sole discretion of
a majority of the Company’s Independent Directors or the Independent Compensation Committee.


 


(ll) “Performance
Stock Award” means an Award granted under the terms and conditions of Section 6(c)(i).


 


(mm) “Plan”
means this NeuroOne Medical Technologies Corporation 2021 Inducement Plan, as it may be amended.


 


(nn) “Restricted
Stock Award” means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section
6(a).


 


(oo) “Restricted
Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing
the terms and conditions of a Restricted Stock Award grant.  Each Restricted Stock Award Agreement will be subject to the terms and
conditions of this Plan.


 


(pp) “Restricted
Stock Unit Award” means a right to receive shares of Common Stock which is granted pursuant to the terms and conditions
of Section 6(b).


 


(qq) “Restricted
Stock Unit Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Unit Award
evidencing the terms and conditions of a Restricted Stock Unit Award grant.  Each Restricted Stock Unit Award Agreement will be subject
to the terms and conditions of this Plan.


 


(rr) “Rule 16b-3”
means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.


 


(ss) “Securities
Act” means the Securities Act of 1933, as amended.


 


(tt) “Stock Appreciation
Right” or “SAR” means a right to receive the appreciation on Common Stock that is granted
pursuant to the terms and conditions of Section 5.


 


(uu) “Stock Appreciation
Right Agreement” means a written agreement between the Company and a holder of a Stock Appreciation Right evidencing the
terms and conditions of a Stock Appreciation Right grant.  Each Stock Appreciation Right Agreement will be subject to the terms and
conditions of this Plan.


 


(vv) “Subsidiary”
means, with respect to the Company, (i) any corporation of which more than 50% of the outstanding capital stock having ordinary voting
power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class
or classes of such corporation will have or might have voting power by reason of the happening of any contingency) is at the time, directly
or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has a direct
or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than 50%.


 


(ww) “Transaction”
means a Corporate Transaction or a Change in Control.


 


 


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