Exhibit
10.1


 


Lucid
Diagnostics Inc.


 


2018
Long-Term Incentive Equity Plan


 


Section
1. Purpose;
Definitions.


 


1.1. Purpose.
The purpose of the Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan (“Plan”) is to enable Lucid Diagnostics
Inc. (the “Company”) to offer to its employees, officers, directors and consultants whose past, present and/or potential
future contributions to the Company and its Subsidiaries have been, are or will be important to the success of the Company, an
opportunity to acquire a proprietary interest in the Company. The various types of long-term incentive
awards that may be provided under the Plan will enable the Company to respond to changes in compensation practices, tax laws,
accounting regulations and the size and diversity of its businesses.


 


1.2. Definitions.
For purposes of the Plan, the following terms shall be defined as set forth below:


 


(a)
“Agreement” means the agreement between the Company and the Holder, or such other document as may be determined by the
Committee, setting forth the terms and conditions of an award under the Plan.


 


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


 


(c)
“Cause” means (a) the meaning of such term as set forth in the applicable Service Agreement or (b) if no Service
Agreement exists, (i) the commission of, or plea of guilty or no contest to, a felony or a crime involving moral turpitude or the
commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an affiliate;
(ii) conduct that results in or is reasonably likely to result in harm to the reputation or business of the Company or any of its
affiliates; (iii) gross negligence or willful misconduct with respect to the Company or an affiliate; or (iv) material violation of
state or federal securities laws.


 


(d)
“Change of Control” means (a) a transaction or series of related transactions in which a person or entity, or a group of
related persons or entities (other than any shareholders or any affiliates thereof), acquires shares representing more than fifty percent
(50%) of the outstanding voting power of the Company, (b) a merger or consolidation in which the Company is a constituent party or a
subsidiary of the Company is a constituent party and the Company issues shares of its Common Stock pursuant to such merger or consolidation,
except any such merger or consolidation involving the Company or a subsidiary in which the shares of Common Stock outstanding immediately
prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent,
immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (i) the surviving or
resulting corporation or (ii) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately
following such merger or consolidation, the parent corporation of such surviving or resulting corporation, or (c) the sale, lease, transfer,
exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any Subsidiary of
all or substantially all the assets of the Company and its Subsidiaries taken as a whole, or the sale or disposition (whether by merger
or otherwise) of one or more Subsidiaries if all or substantially all of the assets of the Company and its Subsidiaries taken as a whole
are held by such Subsidiary or Subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a
wholly-owned Subsidiary.


 




    	 



    	 



    

 


(e)
“Code” means the Internal Revenue Code of 1986, as amended from time to time.


 


(f)
“Committee” means the committee of the Board designated to administer the Plan as provided in Section 2.1. If no
Committee is so designated, then all references in this Plan to “Committee” shall mean the Board.


 


(g)
“Common Stock” means the Common Stock of the Company, par value $0.001 per share.


 


(h)
“Company” means Lucid Diagnostics Inc., a corporation organized under the laws of the State of Delaware.


 


(i)
“Disability” means physical or mental impairment as determined under procedures established by the Committee for
purposes of the Plan.


 


(j)
“Effective Date” means the date determined pursuant to Section 11.1.


 


(k)
“Fair Market Value,” unless otherwise required by any applicable provision of the Code or any regulations issued
thereunder, means, as of any given date: (i) if the Common Stock is listed on a national securities exchange or any
other trading or quotation system, the last sale price of the Common Stock in the principal trading market for the Common
Stock on such date, as reported by such exchange or trading or quotation system; (ii) if the fair market value of the Common Stock
cannot be determined pursuant to clause (i) above, such price as the Committee shall determine, in good faith.


 


(l)
“Holder” means a person who has received an award under the Plan.


 


(m)
“Incentive Stock Option” means any Stock Option intended to be and designated as an “incentive stock option”
within the meaning of Section 422 of the Code.


 


(n)
“Non-qualified Stock Option” means any Stock Option that is not an Incentive Stock Option.


 


(o)
“Normal Retirement” means retirement from active employment with the Company or any Subsidiary on or after such age
which may be designated by the Committee as “retirement age” for any particular Holder. If no age is designated, it
shall be 65.


 


(p)
“Other Stock-Based Award” means an award under Section 9 that is valued in whole or in part by reference to, or is
otherwise based upon, Common Stock.


 


(q)
“Parent” means any present or future “parent corporation” of the Company, as such term is defined in Section
424(e) of the Code.


 


(r)
“Plan” means the Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan, as hereinafter amended from time to
time.


 




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(s)
“Repurchase Value” shall mean the Fair Market Value if the award to be settled under Section 2.2(e) or repurchased under
Section 5.2(k) or 9.2 is comprised of shares of Common Stock and the difference between Fair Market Value and the Exercise Price (if
lower than Fair Market Value) if the award is a Stock Option or Stock Appreciation Right; in each case, multiplied by the number of
shares subject to the award.


 


(t)
“Restricted Stock” means Common Stock received under an award made pursuant to Section 7 that is subject to restrictions
under Section 7.


 


(u)
“SAR Value” means the excess of the Fair Market Value (on the exercise date) over (a) the exercise price that the participant
would have otherwise had to pay to exercise the related Stock Option or (b) if a Stock Appreciation Right is granted unrelated to a Stock
Option, the Fair Market Value of a share of Common Stock on the date of grant of the Stock Appreciation Right, in either case, multiplied
by the number of shares for which the Stock Appreciation Right is exercised.


 


(v)
“Service Agreement” means the employment agreement or other service agreement with the Company by which a Holder is
bound.


 


(w)
“Stock Appreciation Right” means the right to receive from the Company, without a cash payment to the Company, a number of
shares of Common Stock equal to the SAR Value divided by the Fair Market Value (on the exercise date).


 


(x)
“Stock Option” or “Option” means any option to purchase shares of Common Stock which is granted pursuant to
the Plan.


 


(y)
“Subsidiary” means any present or future “subsidiary corporation” of the Company, as such term is defined in
Section 424(f) of the Code.


 


(z)
“Vest” means to become exercisable or to otherwise obtain ownership rights in an award.


 


Section
2. Administration.


 


2.1. Committee
Membership. The Plan shall be administered by the Board or a Committee. Committee members shall serve for such term as the
Board may in each case determine and shall be subject to removal at any time by the Board.


 


2.2. Powers
of Committee. The Committee shall have full authority to award, pursuant to the terms of the Plan: (i) Stock Options, (ii)
Stock Appreciation Rights, (iii) Restricted Stock, and/or (iv) Other Stock-Based Awards. For purposes of illustration and not of
limitation, the Committee shall have the authority (subject to the express provisions of this Plan):


 


(a)
to select the officers, employees, directors and consultants of the Company or any Subsidiary to whom Stock Options, Stock
Appreciation Rights, Restricted Stock and/or Other Stock-Based Awards may from time to time be awarded hereunder;


 


(b)
to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder (including, but
not limited to, number of shares, share exercise price or types of consideration paid upon exercise of such options, such as other
securities of the Company or other property, any restrictions or limitations, and any vesting, exchange, surrender, cancellation,
acceleration, termination, exercise or forfeiture provisions, as the Committee shall determine);


 




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(c)
to determine any specified performance goals or such other factors or criteria which need to be attained for the vesting of an award
granted hereunder;


 


(d)
to determine the terms and conditions under which awards granted hereunder are to operate on a tandem basis and/or in conjunction
with or apart from other equity awarded under this Plan and cash and non-cash awards made by the Company or any Subsidiary outside
of this Plan; and


 


(e)
to make payments and distributions with respect to awards (i.e., to “settle” awards) through cash payments in an
amount equal to the Repurchase Value.


 


The
Committee may not modify or amend any outstanding Option or Stock Appreciation Right to reduce the exercise price of such Option or Stock
Appreciation Right, as applicable, below the exercise price as of the date of grant of such Option or Stock Appreciation Right. In addition,
no Option or Stock Appreciation Right may be granted in exchange for the cancellation or surrender of an Option or Stock Appreciation
Right or other award having a higher exercise price.


 


Notwithstanding
anything to the contrary, the Committee shall not grant to any one Holder in any one calendar year awards for more than 10% of the total
number of Shares (as defined below) issued and issuable under this Plan.


 


2.3. Interpretation
of Plan.


 


(a) Committee
Authority. Subject to Section 10, the Committee shall have the authority to adopt, alter and repeal such administrative
rules, guidelines and practices governing the Plan as it shall from time to time deem advisable to interpret the terms and
provisions of the Plan and any award issued under the Plan (and to determine the form and substance of all agreements relating
thereto), and to otherwise supervise the administration of the Plan. Subject to Section 10, all decisions
made by the Committee pursuant to the provisions of the Plan shall be made in the Committee’s sole discretion and shall be
final and binding upon all persons, including the Company, its Subsidiaries and Holders.


 


(b) Incentive
Stock Options. Anything in the Plan to the contrary notwithstanding, no term or provision of the Plan relating to Incentive
Stock Options (including but not limited to Stock Appreciation rights granted in conjunction with an Incentive Stock Option) or any
Agreement providing for Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority
granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code or,
without the consent of the Holder(s) affected, to disqualify any Incentive Stock Option under such Section 422.


 


Section
3. Stock Subject to Plan.


 


3.1. Number
of Shares. Subject to Section 7.1(d), the total number of shares of Common Stock reserved and available for issuance under
the Plan shall be 4,000,000 shares. Shares of Common Stock under the Plan (“Shares”) may consist, in whole or in part,
of authorized and unissued shares or treasury shares. If any shares of Common Stock that have been granted pursuant to a Stock
Option cease to be subject to a Stock Option, or if any shares of Common Stock that are subject to any Stock Appreciation Right,
Restricted Stock award or Other Stock-Based Award granted hereunder are forfeited, or any such award
otherwise terminates without a payment being made to the Holder in the form of Common Stock, such shares shall again be available
for distribution in connection with future grants and awards under the Plan. Shares of Common Stock that are surrendered by a Holder
or withheld by the Company as full or partial payment in connection with any award under the Plan, as well as any shares of Common
Stock surrendered by a Holder or withheld by the Company or one of its Subsidiaries to satisfy the tax withholding obligations
related to any award under the Plan, shall not be available for subsequent awards under the Plan.


 




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3.2. Adjustment
Upon Changes in Capitalization, Etc. In the event of any common stock dividend payable on shares of Common Stock, Common
Stock split or reverse split, combination or exchange of shares of Common Stock, or other extraordinary or unusual event which
results in a change in the shares of Common Stock of the Company as a whole, the Committee shall determine, in its sole
discretion, whether such change equitably requires an adjustment in the terms of any award in order to prevent dilution or
enlargement of the benefits available under the Plan (including number of shares subject to the award and the exercise price) or the
aggregate number of shares reserved for issuance under the Plan. Any such adjustments will be made by the Committee, whose
determination will be final, binding and conclusive.


 


Section
4. Eligibility.


 


Awards
may be made or granted to employees, officers, directors and consultants who are deemed to have rendered or to be able to render significant
services to the Company or its Subsidiaries and who are deemed to have contributed or to have the potential to contribute to the success
of the Company. No Incentive Stock Option shall be granted to any person who is not an employee of the Company
or an employee of a Subsidiary at the time of grant or so qualified as set forth in the immediately preceding sentence. Notwithstanding
the foregoing, an award may also be made or granted to a person in connection with his hiring or retention, or at any time on or after
the date he reaches an agreement (oral or written) with the Company with respect to such hiring or retention, even though it may be prior
to the date the person first performs services for the Company or its Subsidiaries; provided, however, that no portion of any such award
shall vest prior to the date the person first performs such services and the date of grant shall be deemed to be the date hiring or retention
commences.


 


Section
5. Stock Options.


 


5.1. Grant
and Exercise. Stock Options granted under the Plan may be of two types: (i) Incentive Stock Options and (ii) Non-qualified Stock
Options. Any Stock Option granted under the Plan shall contain such terms, not inconsistent with this Plan, or with respect to
Incentive Stock Options, not inconsistent with the Plan and the Code, as the Committee may from time to time approve. The Committee
shall have the authority to grant Incentive Stock Options or Non-qualified Stock Options, or both types
of Stock Options which may be granted alone or in addition to other awards granted under the Plan. To the extent that any Stock
Option intended to qualify as an Incentive Stock Option does not so qualify, it shall constitute a separate Non-qualified
Stock Option.


 




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5.2. Terms
and Conditions. Stock Options granted under the Plan shall be subject to the following terms and conditions:


 


(a) Option
Term. The term of each Stock Option shall be fixed by the Committee; provided, however, that an Incentive Stock Option may
be granted only within the ten-year period commencing from the Effective Date and may only be exercised within ten years of the date
of grant (or five years in the case of an Incentive Stock Option granted to an optionee who, at the time of grant,
owns Common Stock possessing more than 10% of the total combined voting power of all classes of voting stock of the Company
(“10% Shareholder”)).


 


(b) Exercise
Price. The exercise price per share of Common Stock purchasable under a Stock Option shall be determined by the Committee at the
time of grant and may not be less than 100% of the Fair Market Value on the date of grant (or, if greater, the par value of a share
of Common Stock); provided, however, that the exercise price of an Incentive Stock Option granted to a 10% Shareholder will not be
less than 110% of the Fair Market Value on the date of grant.


 


(c) Exercisability.
Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the
Committee. The Committee intends generally to provide that Stock Options be exercisable only in installments, i.e., that
they vest over time, typically over a four-year period. The Committee may waive such installment exercise provisions at any time at
or after the time of grant in whole or in part, based upon such factors as the Committee determines. Notwithstanding the foregoing,
in the case of an Incentive Stock Option, the aggregate Fair Market Value (on the date of grant of the Option) with respect to which
Incentive Stock Options become exercisable for the first time by a Holder during any calendar year (under all such plans of the
Company and its Parent and Subsidiaries) shall not exceed $100,000.


 


(d) Method
of Exercise. Subject to whatever installment, exercise and waiting period provisions are applicable in a particular case,
Stock Options may be exercised in whole or in part at any time during the term of the Option by giving written notice of exercise to
the Company specifying the number of shares of Common Stock to be purchased. Such notice shall be accompanied by payment in full of
the purchase price, which shall be in cash or, if provided in the Agreement, either in shares of Common Stock (including
Restricted Stock and other contingent awards under this Plan) or partly in cash and partly in such Common Stock, or such other means
which the Committee determines are consistent with the Plan’s purpose and applicable law. Cash payments shall be made by wire
transfer, certified or bank check or personal check, in each case payable to the order of the Company; provided, however, that the
Company shall not be required to deliver certificates for shares of Common Stock with respect to which an Option is exercised until
the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof (except that, in the case
of an exercise arrangement approved by the Committee and described in the last sentence of this paragraph, payment may be
made as soon as practicable after the exercise). The Committee may permit a Holder to elect to pay the
Exercise Price upon the exercise of a Stock Option by irrevocably authorizing a third party to sell shares of Common Stock (or a
sufficient portion of the shares) acquired upon exercise of the Stock Option and remit to the Company a sufficient portion of
the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. The Committee may also
permit a Holder to pay the Exercise Price upon exercise of a Stock Option pursuant to net exercise procedures as determined by the
Committee.


 


(e) Stock
Payments. Payments in the form of Common Stock shall be valued at the Fair Market Value on the date of exercise. Such
payments shall be made by delivery of stock certificates in negotiable form that are effective to transfer good and valid title
thereto to the Company, free of any liens or encumbrances.


 




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(f) Transferability.
Except as may be set forth in the next sentence of this Section or in the Agreement, no Stock Option shall be transferable by the
Holder other than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the
Holder’s lifetime, only by the Holder (or, to the extent of legal incapacity or incompetency, the
Holder’s guardian or legal representative). Notwithstanding the foregoing, a Holder, with the approval of the Committee, may
transfer a Non-Qualified Stock Option (i) (A) by gift, for no consideration, or (B) pursuant to a domestic relations order, in
either case, to or for the benefit of the Holder’s “Immediate Family” (as defined below), or (ii) to an entity in
which the Holder and/or members of Holder’s Immediate Family own more than fifty percent of the voting interest, subject to
such limits as the Committee may establish and the execution of such documents as the Committee may require, and the transferee
shall remain subject to all the terms and conditions applicable to the Non-Qualified Stock Option prior to such transfer. The term
“Immediate Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including
adoptive relationships, any person sharing the Holder’s household (other than a tenant or employee), a trust in which these
persons have more than fifty percent beneficial interest, and a foundation in which these persons (or the Holder) control the
management of the assets. The Committee may, in its sole discretion, permit transfer of an Incentive Stock Option in a manner
consistent with applicable tax and securities law upon the Holder’s request.


 


(g) Termination
by Reason of Death. If a Holder’s employment by, or association with, the Company or a Subsidiary terminates by
reason of death, any Stock Option held by such Holder, unless otherwise determined by the Committee and set forth in the Agreement,
shall thereupon automatically terminate, except that the portion of such Stock Option that has vested on the date of death may
thereafter be exercised by the legal representative of the estate or by the legatee of the Holder under
the will of the Holder, for a period of one year (or such other greater or lesser period as the Committee may specify in the
Agreement) from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is
shorter.


 


(h) Termination
by Reason of Disability. If a Holder’s employment by, or association with, the Company or any Subsidiary terminates
by reason of Disability, any Stock Option held by such Holder, unless otherwise determined by the Committee and set forth in the
Agreement, shall thereupon automatically terminate, except that the portion of such Stock Option that has vested on the date of
termination may thereafter be exercised by the Holder for a period of one year (or such other greater or
lesser period as the Committee may specify in the Agreement) from the date of such termination or until the expiration of the stated
term of such Stock Option, whichever period is shorter.


 


(i) Termination
by Reason of Normal Retirement. Subject to the provisions of Section 12.3, if such Holder’s employment by, or
association with, the Company or any Subsidiary terminates due to Normal Retirement, any Stock Option held by such Holder, unless
otherwise determined by the Committee and set forth in the Agreement, shall thereupon automatically terminate, except that the
portion of such Stock Option that has vested on the date of termination may thereafter be exercised by the Holder for a period of
one year (or such other greater or lesser period as the Committee may specify in the Agreement) from the
date of such termination or until the expiration of the stated term of such Stock Option, whichever period is
shorter.


 




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(j) Other
Termination. Subject to the provisions of Section 12.3, if such Holder’s employment by, or association with, the
Company or any Subsidiary terminates for any reason other than death, Disability or Normal Retirement, any Stock Option held by such
Holder, unless otherwise determined by the Committee and set forth in the Agreement, shall thereupon automatically terminate, except
that, if the Holder’s employment is terminated by the Company or a Subsidiary without cause, the portion of such Stock Option
that has vested on the date of termination may thereafter be exercised by the Holder for a period of
three months (or such other greater or lesser period as the Committee may specify in the Agreement) from
the date of such termination or until the expiration of the stated term of such Stock Option, whichever period is
shorter.


 


(k) Buyout
and Settlement Provisions. The Committee may at any time, in its sole discretion, offer to repurchase a Stock Option
previously granted, at a purchase price not to exceed the Repurchase Value, based upon such terms and conditions as the Committee
shall establish and communicate to the Holder at the time that such offer is made.


 


(l) Rights
as Shareholder. A Holder shall have none of the rights of a Shareholder with respect to the shares subject to the Option until
such shares shall be transferred to the Holder upon the exercise of the Option. 


 


Section
6. Stock Appreciation Rights.


 


6.1. Grant
and Exercise. Subject to the terms and conditions of the Plan, the Committee may grant Stock Appreciation Rights in tandem
with an Option or alone and unrelated to an Option. The Committee may grant Stock Appreciation Rights to participants who have been
or are being granted Stock Options under the Plan as a means of allowing such participants to exercise
their Stock Options without the need to pay the exercise price in cash. In the case of a Non-qualified Stock Option, a Stock
Appreciation Right may be granted either at or after the time of the grant of such Non-qualified Stock Option. In the case of
an Incentive Stock Option, a Stock Appreciation Right may be granted only at the time of the grant of such Incentive Stock
Option.


 


6.2. Terms
and Conditions. Stock Appreciation Rights shall be subject to the following terms and conditions:


 


(a) Exercisability. Stock
Appreciation Rights shall be exercisable as shall be determined by the Committee and set forth in the Agreement, subject, for Stock Appreciation
Rights granted in tandem with an Incentive Stock Option, to the limitations, if any, imposed by the Code with respect to related Incentive
Stock Options.


 


(b) Termination.
All or a portion of a Stock Appreciation Right granted in tandem with a Stock Option shall terminate and shall no longer be
exercisable upon the termination or after the exercise of the applicable portion of the related Stock Option.


 


(c) Method
of Exercise. Stock Appreciation Rights shall be exercisable upon such terms and conditions as shall be determined by the
Committee and set forth in the Agreement and, for Stock Appreciation Rights granted in tandem with a Stock Option, by surrendering
the applicable portion of the related Stock Option. Upon exercise of all or a portion of a Stock Appreciation Right and, if
applicable, surrender of the applicable portion of the related Stock Option, the Holder shall be entitled to receive a number of
shares of Common Stock equal to the SAR Value divided by the Fair Market Value on the date the Stock Appreciation Right is
exercised.


 




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(d) Shares
Available Under Plan. The granting of a Stock Appreciation Right in tandem with a Stock Option shall not affect the number of
shares of Common Stock available for awards under the Plan. The number of shares available for awards under the Plan will, however,
be reduced by the number of shares of Common Stock acquirable upon exercise of the Stock Option to which such Stock Appreciation
Right relates.


 


Section
7. Restricted Stock.


 


7.1. Grant.
Shares of Restricted Stock may be awarded either alone or in addition to other awards granted under the Plan. The Committee shall
determine the eligible persons to whom, and the time or times at which, grants of Restricted Stock will be awarded, the number of
shares to be awarded, the price (if any) to be paid by the Holder, the time or times within which such
awards may be subject to forfeiture (“Restriction Period”), the vesting schedule and rights to acceleration thereof and
all other terms and conditions of the awards.


 


7.2. Terms
and Conditions. Each Restricted Stock award shall be subject to the following terms and conditions:


 


(a) Certificates.
Restricted Stock, when issued, will be represented by a stock certificate or certificates registered in the name of the Holder to
whom such Restricted Stock shall have been awarded. During the Restriction Period, certificates representing the Restricted Stock
and any securities constituting Retained Distributions (as defined below) shall bear a legend to the effect that ownership of the
Restricted Stock (and such Retained Distributions) and the enjoyment of all rights appurtenant thereto are subject to the
restrictions, terms and conditions provided in the Plan and the Agreement. Such certificates shall be deposited by the Holder with
the Company, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to
the Company of all or any portion of the Restricted Stock and any securities constituting Retained Distributions that shall be
forfeited or that shall not become vested in accordance with the Plan and the Agreement.


 


(b) Rights
of Holder. Restricted Stock shall constitute issued and outstanding shares of Common Stock for all corporate purposes. The
Holder will have the right to vote such Restricted Stock and to exercise all other rights, powers and privileges of a holder of
Common Stock with respect to such Restricted Stock, with the exceptions that (i) the Holder will not be
entitled to delivery of the stock certificate or certificates representing such Restricted Stock until the Restriction Period shall
have expired and unless all other vesting requirements with respect thereto shall have been fulfilled; (ii) the Company will retain
custody of the stock certificate or certificates representing the Restricted Stock during the Restriction Period; (iii) the Company
will retain custody of all dividends and distributions (“Retained Distributions”) made, paid or declared with respect to
the Restricted Stock (and such Retained Distributions will be subject to the same restrictions, terms and conditions as are
applicable to the Restricted Stock) until such time, if ever, as the Restricted Stock with respect to which such Retained
Distributions shall have been made, paid or declared shall have become vested and with respect to which the Restriction Period shall
have expired; and (iv) a breach of any of the restrictions, terms or conditions contained in this Plan or the Agreement or otherwise
established by the Committee with respect to any Restricted Stock or Retained Distributions will cause a forfeiture of such
Restricted Stock and any Retained Distributions with respect thereto.


 




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(c) Vesting;
Forfeiture. Upon the expiration of the Restriction Period with respect to each award of Restricted Stock and the
satisfaction of any other applicable restrictions, terms and conditions (i) all or part of such Restricted Stock shall become vested
in accordance with the terms of the Agreement, and (ii) any Retained Distributions with respect to such Restricted Stock shall
become vested to the extent that the Restricted Stock related thereto shall have become vested. Any such
Restricted Stock and Retained Distributions that do not vest shall be forfeited to the Company and the Holder shall not thereafter have
any rights with respect to such Restricted Stock and Retained Distributions that shall have been so forfeited.


 


Section
8. Other Stock-Based Awards.


 


Other
Stock-Based Awards may be awarded, subject to limitations under applicable law, that are denominated or payable
in, valued in whole or in part by reference to, or otherwise based on or related to, shares of Common Stock, as deemed by the Committee
to be consistent with the purposes of the Plan, including, without limitation, purchase rights, shares of Common Stock awarded which
are not subject to any restrictions or conditions, convertible or exchangeable debentures, or other rights convertible into shares of
Common Stock and awards valued by reference to the value of securities of or the performance of specified Subsidiaries. These
other stock-based awards may include performance shares or options, whose award is tied to specific performance criteria. Other Stock-Based
Awards may be awarded either alone or in addition to or in tandem with any other awards under this Plan or
any other plan of the Company. Each other Stock-Based Award shall be subject to such terms and conditions as may be determined by the
Committee.


 


Section
9. Accelerated Vesting and Exercisability.


 


9.1. Approved
Transactions. The Committee may, in the event of a Change of Control, (i) accelerate the
vesting of any and all Stock Options and other awards granted and outstanding under the Plan, (ii) require a Holder of any award
granted under this Plan to relinquish such award to the Company upon the tender by the Company to Holder of cash in an amount equal
to the Repurchase Value of such award, (iii) cancel any Stock Option in exchange for a substitute option in a manner
consistent with the requirements of Treas. Reg. §1.424-1(a) (notwithstanding the fact that the original Stock Option may never
have been intended to satisfy the requirements for treatment as an Incentive Stock Option) or (iv) cancel any Restricted Stock in
exchange for restricted stock of any successor corporation. For this purpose, gross fair market
value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any
liabilities associated with such assets.


 


9.2. Code
Section 409A. Notwithstanding any provisions of this Plan or any award granted hereunder to the contrary, no acceleration
shall occur with respect to any award to the extent such acceleration would cause the Plan or an award
granted hereunder to fail to comply with Code Section 409A.


 




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Section
10. Amendment and Termination.


 


The
Board may at any time, and from time to time, amend alter, suspend or discontinue any of the provisions of the Plan, but no amendment,
alteration, suspension or discontinuance shall be made that would impair the rights of a Holder under any
Agreement theretofore entered into hereunder, without the Holder’s consent, except as set forth in this Plan.


 


Section
11. Term of Plan.


 


11.1. Effective
Date. The Effective Date of the Plan shall be the date on which the Plan is adopted by the Board. Awards may be granted
under the Plan at any time after the Effective Date and before the date fixed herein for termination of the Plan; provided, however,
that if the Plan is not approved by the affirmative vote of the holders of a majority of the Common Stock cast at a duly held
stockholders’ meeting at which a quorum is, either in person or by proxy, present and voting within one year from the
Effective Date, then (i) no Incentive Stock Options may be granted hereunder and (ii) all Incentive Stock Options previously granted
hereunder shall be automatically converted into Non-qualified Stock Options.


 


11.2. Termination
Date. Unless terminated by the Board, this Plan shall continue to remain effective until such time as no further awards may
be granted and all awards granted under the Plan are no longer outstanding. Notwithstanding the
foregoing, grants of Incentive Stock Options may be made only during the ten-year period beginning on the Effective
Date.


 


Section
12. General Provisions.


 


12.1. Written
Agreements. Each award granted under the Plan shall be confirmed by, and shall be subject to the
terms of, the Agreement executed by the Company and the Holder, or such other document as may be determined by the Committee. The
Committee may terminate any award made under the Plan if the Agreement relating thereto is not executed and returned to the Company
within 10 days after the Agreement has been delivered to the Holder for his or her execution.


 


12.2. Unfunded
Status of Plan. The Plan is intended to constitute an “unfunded” plan for incentive
and deferred compensation. With respect to any payments not yet made to a Holder by the Company, nothing contained herein shall give
any such Holder any rights that are greater than those of a general creditor of the Company.


 


12.3. Employees.


 


(a) Engaging
in Competition With the Company; Solicitation of Customers and Employees; Disclosure of Confidential Information. If a
Holder’s employment by, or association with, the Company or a Subsidiary is terminated for any reason whatsoever, and within
12 months after the date thereof such Holder either (i) accepts employment with any competitor of, or
otherwise engages in competition with, the Company or any of its Subsidiaries, (ii) solicits any customers or employees of the
Company or any of its Subsidiaries to do business with or render services to the Holder or any business with which the Holder
becomes affiliated or to which the Holder renders services or (iii) uses or discloses to anyone outside the Company any confidential
information or material of the Company or any of its Subsidiaries in violation of the Company’s policies or any agreement
between the Holder and the Company or any of its Subsidiaries, the Committee, in its sole discretion, may require such Holder to
return to the Company the economic value of any award that was realized or obtained by such Holder at any time during the period
beginning on the date that is six months prior to the date such Holder’s employment by, or association with, the Company or
such Subsidiary is terminated; provided, however, that if the Holder is a resident of the State of California, such right must be
exercised by the Company for cash within six months after the date of termination of the Holder’s service to the Company or
within six months after exercise of the applicable Stock Option, whichever is later. In such event, Holder agrees to remit to the
Company, in cash, an amount equal to the difference between the Fair Market Value of the Shares on the date of termination (or the
sales price of such Shares if the Shares were sold during such six month period) and the price the Holder paid the Company for such
Shares.


 




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(b) Termination
for Cause. If a Holder’s employment by, or association with, the Company or a Subsidiary is terminated for cause, the
Committee may, in its sole discretion, require such Holder to return to the Company the economic value of
any award that was realized or obtained by such Holder at any time during the period beginning on that date that is six months prior
to the date such Holder’s employment by, or association with, the Company or such Subsidiary is terminated. In such event,
Holder agrees to remit to the Company, in cash, an amount equal to the difference between the Fair Market Value of the Shares on the
date of termination (or the sales price of such Shares if the Shares were sold during such six month period) and the price the
Holder paid the Company for such Shares.


 


(c) No
Right of Employment. Nothing contained in the Plan or in any award hereunder shall be deemed to confer upon any Holder who
is an employee of the Company or any Subsidiary any right to continued employment with the Company or any
Subsidiary, nor shall it interfere in any way with the right of the Company or any Subsidiary to terminate the employment of any
Holder who is an employee at any time.


 


12.4. Investment
Representations; Company Policy. The Committee may require each person acquiring shares of Common Stock pursuant to a Stock
Option or other award under the Plan to represent to and agree with the Company in writing that the Holder is acquiring the
shares for investment without a view to distribution thereof. Each person acquiring shares of Common
Stock pursuant to a Stock Option or other award under the Plan shall be required to abide by all policies of the Company in effect
at the time of such acquisition and thereafter with respect to the ownership and trading of the Company’s
securities.


 


12.5. Additional
Incentive Arrangements. Nothing contained in the Plan shall prevent the Board from adopting such other or additional
incentive arrangements as it may deem desirable, including, but not limited to, the granting of Stock
Options and the awarding of Common Stock and cash otherwise than under the Plan; and such arrangements may be either generally
applicable or applicable only in specific cases.


 


12.6. Withholding
Taxes. Not later than the date as of which an amount must first be included in the gross income of the Holder for Federal
income tax purposes with respect to any Stock Option or other award under the Plan, the Holder shall pay to the Company, or make
arrangements satisfactory to the Committee regarding the payment of, any Federal, state and local taxes of any kind required by law
to be withheld or paid with respect to such amount. If permitted by the Committee, tax withholding or payment obligations may be
settled with Common Stock, including Common Stock that is part of the award that gives rise to the withholding requirement. The
obligations of the Company under the Plan shall be conditioned upon such payment or arrangements and the Company or the
Holder’s employer (if not the Company) shall, to the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the Holder from the Company or any Subsidiary.


 




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12.7. Governing
Law. The Plan and all awards made and actions taken thereunder shall be governed by and
construed in accordance with the law of the State of Delaware (without regard to choice of law provisions).


 


12.8. Other
Benefit Plans. Any award granted under the Plan shall not be deemed compensation for purposes of
computing benefits under any retirement plan of the Company or any Subsidiary and shall not affect any benefits under any other
benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of
compensation (unless required by specific reference in any such other plan to awards under this Plan).


 


12.9. Non-Transferability.
Except as otherwise expressly provided in the Plan or the Agreement, no right or benefit under the Plan may be alienated,
sold, assigned, hypothecated, pledged, exchanged, transferred, encumbranced or charged, and any attempt to alienate, sell, assign,
hypothecate, pledge, exchange, transfer, encumber or charge the same shall be void.


 


12.10. Applicable
Laws. The obligations of the Company with respect to all Stock Options and awards under the Plan
shall be subject to (i) all applicable laws, rules and regulations and such approvals by any governmental agencies as may be
required, including, without limitation, the Securities Act of 1933, as amended ( “Securities Act”), and (ii) the rules
and regulations of any securities exchange on which the Common Stock may be listed.


 


12.11. Conflicts.
If any of the terms or provisions of the Plan or an Agreement conflict with the requirements of Section
422 of the Code, then such terms or provisions shall be deemed inoperative to the extent they so conflict with such requirements.
Additionally, if this Plan or any Agreement does not contain any provision required to be included herein under Section 422 of the
Code, such provision shall be deemed to be incorporated herein and therein with the same force and effect as if such provision had
been set out at length herein and therein. If any of the terms or provisions of any Agreement conflict with any terms or provisions
of the Plan, then such terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of the
Plan. Additionally, if any Agreement does not contain any provision required to be included therein under the Plan, such provision
shall be deemed to be incorporated therein with the same force and effect as if such provision had been set out at length
therein.


 


12.12.
Certain Awards Deferring or Accelerating the Receipt of Compensation. To the extent applicable, all awards granted, and all
Agreements entered into, under the Plan are intended to comply with Section 409A of the Code, which was added by the American Jobs Creation
Act of 2004 and relates to deferred compensation under nonqualified deferred compensation plans. The Committee,
in administering the Plan, intends, and the parties entering into any Agreement intend, to restrict provisions of any awards that may
constitute deferred receipt of compensation subject to Code Section 409A requirements to those consistent with this Section. The Board
may amend the Plan to comply with Code Section 409A in the future.


 


12.13. Non-Registered
Stock. The shares of Common Stock to be distributed under this Plan have not been, as of the Effective Date,
registered under the Securities Act, or any applicable state or foreign securities laws and the Company has no obligation to any
Holder to register the Common Stock or to assist the Holder in obtaining an exemption from the various registration requirements, or
to list the Common Stock on a national securities exchange or any other trading or quotation system.


 




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