Exhibit 10.39


 


YAPPN
CORP.


 


2014
STOCK OPTION PLAN


 


AMENDMENT
ONE


 


August
21, 2015


 





 



 




TABLE
OF CONTENTS


 


	ARTICLE I	GENERAL PROVISIONS	 
	 	 	 
	ARTICLE II	DEFINITIONS	 
	 	 	 
	ARTICLE III	ADMINISTRATION	 
	 	 	 
	ARTICLE IV	INCENTIVE STOCK OPTIONS	 
	 	 	 
	ARTICLE V	NONQUALIFIED STOCK OPTIONS	 
	 	 	 
	ARTICLE VI	STOCK APPRECIATION RIGHTS	 
	 	 	 
	ARTICLE VII	INCIDENTS OF STOCK OPTIONS AND STOCK
    RIGHTS	 
	 	 	 
	ARTICLE VIII	ACCELERATION EVENTS	 
	 	 	 
	ARTICLE IX	AMENDMENT AND TERMINATION	 
	 	 	 
	ARTICLE X	MISCELLANEOUS PROVISIONS	 


 


ARTICLE
I

GENERAL PROVISIONS


 


1.1         The
Plan is designed for the benefit of the directors, executives, independent contractors, and key employees of the Company (i) to
attract and retain for the Company personnel of exceptional ability; (ii) to motivate such personnel through added incentives
to make a maximum contribution to greater profitability; (iii) to develop and maintain a highly competent management team; and
(iv) to be competitive with other companies with respect to executive compensation.


 


1.2         Awards
under the Plan may be made to Participants in the form of (i) Incentive Stock Options; (ii) Nonqualified Stock Options; (iii)
Stock Appreciation Rights; (iv) Restricted Stock; (v) Deferred Stock; (vi) Stock Awards; (vii) Performance Shares; (viii) Other
Stock-Based Awards; and (ix) other forms of equity-based compensation as may be provided and are permissible under this Plan and
the law.


 


1.3         The
Plan shall be effective on August 14, 2014 (the "Effective Date"), subject to the approval of the Plan by a majority
of the votes cast by the holders of the Company’s Common Stock, which may be voted at the next annual or special shareholder’s
meeting. Any Awards granted under the Plan prior to such approval shall be effective when made (unless otherwise specified by
the Committee at the time of grant) but shall be conditioned on, and subject to, the approval of the Plan by the Company’s
shareholders.


 






     

    


    

 


ARTICLE
II

DEFINITIONS


 


Except
where the context otherwise indicates, the following definitions apply:


 


2.1         "Acceleration
Event" means the occurrence of an event defined in Article XIII of the Plan.


 


2.2         "Act"
means the Securities Exchange Act of 1934, as amended.


 


2.3         "Agreement"
means the written agreement evidencing each Award granted to a Participant under the Plan.


 


2.4         "Award"
means an award granted to a Participant in accordance with the provisions of the Plan, including, but not limited to, a Stock
Option or Stock Appreciation Award or any combination of the foregoing.


 


2.5         "Board"
means the Board of Directors of the Company.


 


2.6         "Change
in Control" shall have the meaning set forth in Section 8 of the Plan.


 


2.7         "Change
in Control Price" shall have the meaning set forth in Section 8 of the Plan.


 


2.8         "Code"
means the Internal Revenue Code of 1986, as amended.


 


2.9         "Committee"
means the Compensation Committee of the Board, or in the absence of a Committee, the Board of Directors.


 


2.10       "Company"
means Yappn Corp., a Delaware corporation.


 


2.11       "Disability"
means disability as determined under procedures established by the Committee or in any Award.


 


2.12       "Discount
Stock Options" means the Nonqualified Stock Options, which provide for an exercise price of less than the Fair Market Value
of the Stock at the date of the Award.


  


2.13       "Early
Retirement" means retirement from active employment with the Company, with the express consent of the Committee, pursuant
to the early retirement provisions established by the Committee or in any Award.


 


2.14       "Effective
Date" shall have the meaning set forth in Section 1.3 of the Plan.


 


2.15       "Eligible
Participant" means any director, executive or key employee of the Company, as shall be determined by the Committee, as well
as any other person whose participation the Committee determines is in the best interest of the Company, subject to limitations
as may be provided by the Code, the Act or the Committee. For purposes of Article IV and Incentive Stock Options that may be granted
hereunder, the term "Eligible Participant" shall be limited to an executive or other key employee meeting the qualifications
for receipt of an Incentive Stock Option under the provisions of Section 422 of the Code.


 


2.16       "ERISA"
means the Employee Retirement Income Security Act of 1974, as amended.


 


2.17       "Fair
Market Value" means, with respect to any given day, the closing price of the Stock reported on the next day on which the
Stock was traded, all as reported by such source as the Committee may select. The Committee may establish an alternative method
of determining Fair Market Value. Notwithstanding the foregoing, the Committee shall, to the extent Section 409A of the Code applies,
use a valuation method that satisfies Section 409A and any regulations thereunder.


 






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2.18       "Incentive
Stock Option" means a Stock Option granted under Article IV of the Plan, and as defined in Section 422 of the Code.


 


2.19       "Limited
Stock Appreciation Rights" means a Stock Right which is exercisable only in the event of a Change in Control, as described
in Section 6.8 of this Plan, which provides for an amount payable solely in cash, equal to the excess of the Stock Appreciation
Right Fair Market Value of a share of Stock on the day the Stock Right is surrendered over the price at which a Participant could
exercise a related Stock Option to purchase the share of Stock.


 


2.20       "Nonqualified
Stock Option" means a Stock Option granted under Article V of the Plan.


 


2.21       "Normal
Retirement" means retirement from active employment with the Company or any Subsidiary on or after age 65, or pursuant to
such other requirements as may be established by the Committee or in any Award.


 


2.22       "Option
Grant Date" means, as to any Stock Option, the latest of:


 


(a)         the
date on which the Committee grants the Stock Option to the Participant;


 


(b)         the
date the Participant receiving the Stock Option becomes an employee of the Company or its Subsidiaries, to the extent employment
status is a condition of the grant or a requirement of the Code or the Act; or


 


(c)         such
other date (other than the dates described in (i) and (ii) above) as the Committee may designate.


 


2.23       "Participant"
means an Eligible Participant to whom an Award of equity-based compensation has been granted and who has entered into an Agreement
evidencing the Award.


 


2.24       "Plan"
means the 2014 Stock Option Plan, as amended from time to time.


 


2.25       "Related
Stock Appreciation Right" shall have the meaning set forth in Section 6.1 of the Plan.


 


2.26       "Retirement"
means Normal or Early Retirement.


  


2.27       "Stock"
means shares of common stock par value $.0001 per share of the Company, as may be adjusted pursuant to the provisions of Section
3.10.


 


2.28       "Stock
Appreciation Right" means a Stock Right, as described in Article VI of this Plan, which provides for an amount payable in
Stock and/or cash, as determined by the Committee, equal to the excess of the Fair Market Value of a share of Stock on the day
the Stock Right is exercised over the price at which the Participant could exercise a related Stock Option to purchase the share
of Stock; provided that, such price shall not be less than one hundred percent (100%) of the Fair Market Value of the Stock on
the date of grant. 


 


2.29       "Stock
Appreciation Right Fair Market Value" means a value established by the Committee for the exercise of a Stock Appreciation
Right or a Limited Stock Appreciation Right.


 


2.30       "Stock
Option" means an Award under Article IV or V of the Plan of an option to purchase Stock. A Stock Option may be either an
Incentive Stock Option or a Nonqualified Stock Option.


 


2.31       "Stock
Right" means an Award under Article VI of the Plan. A Stock Right may be either a Stock Appreciation Right or a Limited Stock
Appreciation Right.


 


2.32       "Termination
of Employment" means the discontinuance of employment of a Participant with the Company. The determination of whether a Participant
has discontinued employment shall be made by the Committee in its discretion. In determining whether a Termination of Employment
has occurred, the Committee may provide that service as a consultant or service with a business enterprise in which the Company
has a significant ownership interest shall be treated as employment with the Company. The Committee shall have the discretion,
exercisable either at the time the Award is granted or at the time the Participant terminates employment, to establish as a provision
applicable to the exercise of one or more Awards that during the limited period of exercisability following Termination of Employment,
the Award may be exercised not only with respect to the number of shares of Stock for which it is exercisable at the time of the
Termination of Employment but also with respect to one or more subsequent installments for which the Award would have become exercisable
had the Termination of Employment not occurred. Notwithstanding the foregoing, Termination of Employment shall, for purposes of
any payment under an Award to which Section 409A of Code applies, have the same meaning as “separation from service”
under Section 409A (and any regulations thereunder).


 



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ARTICLE
III

ADMINISTRATION


 


3.1         This
Plan shall be administered by the Committee. Members of the Committee may vote on any matters affecting the administration of
the Plan or the grant of Awards pursuant to the Plan, except that no such member shall act upon the granting of an Award to himself
or herself, but any such member may be counted in determining the existence of a quorum at any meeting of the Committee or Board
during which action is taken with respect to the granting of an Award to such member. The Committee, in its discretion, may delegate
to one or more of its members such of its powers, as it deems appropriate. The Committee also may limit the power of any member
to the extent necessary to comply with Rule 16b-3 under the Act or any other law. The Board, in its discretion, may require that
all or any final actions or determinations by the Committee be made by or be subject to approval or ratification by the Board
before becoming effective. To the extent all or any decisions, actions, or determinations relating to the administration of the
Plan are made by the Board, the Board shall have all power and authority granted to the Committee in this Article and otherwise
in this Plan, and for these purposes, all references to the "Committee" herein shall be deemed to include the Board.


 


3.2         The
Committee shall have the exclusive right to interpret, construe and administer the Plan, to select the persons who are eligible
to receive an Award, and to act in all matters pertaining to the granting of an Award and the contents of the Agreement evidencing
the Award, including, without limitation, the determination of the number of Stock Options or Stock Appreciation Rights, and any
amendment thereof consistent with the provisions of the Plan. All acts, determinations and decisions of the Committee made or
taken pursuant to grants of authority under the Plan or with respect to any questions arising in connection with the administration
and interpretation of the Plan, including the severability of any and all of the provisions thereof, shall be conclusive, final
and binding upon all Participants, Eligible Participants and their beneficiaries.


  


3.3         The
Committee may adopt such rules, regulations and procedures of general application for the administration of this Plan, as it deems
appropriate.


 


3.4         Without
limiting the foregoing Sections 3.1, 3.2 and 3.3, and notwithstanding any other provisions of the Plan, the Committee is authorized
to take such action as it determines to be necessary or advisable, and fair and equitable to Participants, with respect to an
Award in the event of an Acceleration Event as defined in Article XIII. Such action may include, but shall not be limited to,
establishing, amending or waiving the forms, terms, conditions and duration of an Award and the Award Agreement, so as to provide
for earlier, later, extended or additional times for exercise or payments, differing methods for calculating payments, alternate
forms and amounts of payment, an accelerated release of restrictions or other modifications. The Committee may take such actions
pursuant to this Section 3.4 by adopting rules and regulations of general applicability to all Participants or to certain categories
of Participants, by including, amending or waiving terms and conditions in an Award and the Award Agreement, or by taking action
with respect to individual Participants.


 


3.5         The
aggregate number of shares of Stock, which are reserved for issuance under the Plan, shall be Twenty-Five Million (25,000,000).
The aggregate number of shares of stock reserved for issuance under the plan shall be adjusted in accordance with Section 3.10.


 


(a)          If,
for any reason, any shares of Stock awarded or subject to purchase under the Plan are not delivered or purchased, or are reacquired
by the Company, for reasons including, but not limited to, the termination, expiration or cancellation of a Stock Option, or any
other termination of an Award without payment being made in the form of Stock (whether or not Restricted Stock), such shares of
Stock shall not be charged against the aggregate number of shares of Stock available for Award under the Plan, and shall again
be available for Award under the Plan.


 






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(b)          To
the extent a Stock Right granted in connection with a Stock Option is exercised without payment being made in the form of Stock
(whether or not Restricted Stock), the shares of Stock which otherwise would have been issued upon the exercise of such related
Stock Option shall not be charged against the aggregate number of shares of Stock subject to an Award under the Plan, and shall
again be available for Award under the Plan.


 


3.6         Each
Award granted under the Plan shall be evidenced by a written Award Agreement. Each Award Agreement shall be subject to and incorporate
(by reference or otherwise) the applicable terms and conditions of the Plan, and any other terms and conditions (not inconsistent
with the Plan) required by the Committee.


 


3.7         The
Company shall not be required to issue or deliver any certificates for shares of Stock prior to:


 


(a)          the
listing of such shares on any stock exchange on which the Stock may then be listed; and


 


(b)          the
completion of any registration or qualification of such shares of Stock under any federal or state law, or any ruling or regulation
of any government body which the Company shall, in its discretion, determine to be necessary or advisable.


 


3.8         All
certificates for shares of Stock delivered under the Plan shall also be subject to such stop-transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Stock is then listed and any applicable federal or state laws, and the Committee may cause a
legend or legends to be placed on any such certificates to make appropriate reference to such restrictions. In making such determination,
the Committee may rely upon an opinion of counsel for the Company.


 


3.9         Subject to the restrictions on Restricted Stock, as provided in Article VIII of the Plan and in the Restricted Stock Award Agreement,
each Participant who receives an Award of Restricted Stock shall have all of the rights of a shareholder with respect to such
shares of Stock, including the right to vote the shares to the extent, if any, such shares possess voting rights and receive dividends
and other distributions. Except as provided otherwise in the Plan or in an Award Agreement, no Participant awarded a Stock Option,
Stock Right, Deferred Stock, Stock Award or Performance Share shall have any right as a shareholder with respect to any shares
of Stock covered by his or her Stock Option, Stock Right, Deferred Stock, Stock Award or Performance Share prior to the date of
issuance to him or her of a certificate or certificates for such shares of Stock.


 


3.10       If
any reorganization, recapitalization, reclassification, stock split-up, stock dividend, or consolidation of shares of Stock, merger
or consolidation of the Company or its Subsidiaries or sale or other disposition by the Company or its Subsidiaries of all or
a portion of its assets, any other change in the Company's or its Subsidiaries' corporate structure, or any distribution to shareholders
other than a cash dividend results in the outstanding shares of Stock, or any securities exchanged therefor or received in their
place, being exchanged for a different number or class of shares of Stock or other securities of the Company, or for shares of
Stock or other securities of any other Company; or new, different or additional shares or other securities of the Company or of
any other Company being received by the holders of outstanding shares of Stock, then equitable adjustments shall be made by the
Committee in:


  


(a)          the
limitation of the aggregate number of shares of Stock that may be awarded as set forth in Sections 3.5, 3.15, and 4.1(e) (to the
extent permitted under Section 422 of the Code) of the Plan;


 






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(b)          the
number of shares and class of Stock that may be subject to an Award, and which have not been issued or transferred under an outstanding
Award;


 


(c)          the
purchase price to be paid per share of Stock under outstanding Stock Options and the number of shares of Stock to be transferred
in settlement of outstanding Stock Rights; and


 


(d)          the
terms, conditions or restrictions of any Award and Award Agreement, including the price payable for the acquisition of Stock;
provided, however, that all adjustments made as the result of the foregoing in respect of (i) each Incentive Stock Option shall
be made so that such Stock Option shall continue to be an Incentive Stock Option, as defined in Section 422 of the Code and (ii)
any Award that is subject to Section 409A of the Code shall comply with Section 409A and any regulations thereunder.


 


3.11       In
addition to such other rights of indemnification as they may have as directors or as members of the Committee, the members of
the Committee shall be indemnified by the Company against reasonable expenses, including attorney's fees, actually and necessarily
incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which
they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any
Award granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by
independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment or settlement in any such action,
suit or proceeding, except as to matters as to which the Committee member has been negligent or engaged in misconduct in the performance
of his duties; provided, that within sixty (60) days after institution of any such action, suit or proceeding, a Committee member
shall in writing offer the Company the opportunity, at its own expense, to handle and defend the same. Any payments required under
this Section 3.11 that are subject to Section 409A of the Code shall be made by the end of year following the year in which the
expenses and liabilities were incurred.


 


3.12       The
Committee may require each person purchasing shares of Stock pursuant to a Stock Option or other Award under the Plan to represent
to and agree with the Company in writing that he is acquiring the shares of Stock without a view to distribution thereof. The
certificates for such shares of Stock may include any legend, which the Committee deems appropriate to reflect any restrictions
on transfer.


 


3.13       The
Committee shall be authorized to make adjustments in a performance based criteria or in the terms and conditions of other Awards
in recognition of unusual or nonrecurring events affecting the Company or its financial statements or changes in applicable laws,
regulations or accounting principles. The Committee may correct any defect, supply any omission or reconcile any inconsistency
in the Plan or any Award Agreement in the manner and to the extent it shall deem desirable to carry it into effect or comply with
applicable law. In the event the Company (or any Subsidiary, if applicable) shall assume outstanding employee benefit awards or
the right or obligation to make future such awards in connection with the acquisition of another Company or business entity, the
Committee may, in its discretion, make such adjustments in the terms of Awards under the Plan as it shall deem appropriate.


 


3.14       The
Committee shall have full power and authority to determine whether, to what extent and under what circumstances, any Award shall
be canceled or suspended. In particular, but without limitation, all outstanding Awards to any Participant shall be canceled if
(a) the Participant, without the consent of the Committee, while employed by the Company or after termination of such employment,
becomes associated with, employed by, renders services to, or owns any interest in (other than any non-substantial interest, as
determined by the Committee), any business that is in competition with the Company or with any business in which the Company has
a substantial interest as determined by the Committee; or (b) is terminated for cause as determined by the Committee.


 


ARTICLE
IV

INCENTIVE STOCK OPTIONS


 


4.1         Each
provision of this Article IV and of each Incentive Stock Option granted hereunder shall be construed in accordance with the provisions
of Section 422 of the Code, and any provision hereof that cannot be so construed shall be disregarded. Incentive Stock Options
shall be granted only to Eligible Participants, each of whom may be granted one or more such Incentive Stock Options at such time
or times determined by the Committee following the Effective Date until the ten (10) year anniversary of the Effective Date, subject
to the following conditions:


 


(a)          The
Incentive Stock Option price per share of Stock shall be set in the Award Agreement, but shall not be less than one hundred percent
(100%) of the Fair Market Value of the Stock at the time of the Option Grant Date.


 






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(b)          The
Incentive Stock Option and its related Stock Right, if any, may be exercised in full or in part from time to time within ten (10)
years from the Option Grant Date, or such shorter period as may be specified by the Committee in the Award; provided, that in
any event, the Incentive Stock Option and related Stock Right shall lapse and cease to be exercisable upon, or within such period
following, a Termination of Employment as shall have been determined by the Committee and as specified in the Incentive Stock
Option Award Agreement or its related Stock Right Award Agreement; provided, however, that such period following a Termination
of Employment shall not exceed three (3) months unless employment shall have terminated:


 


(i)          as
a result of death or Disability, in which event, such period shall not exceed one year after the date of death or Disability;
and


 


(ii)          as
a result of death, if death shall have occurred following a Termination of Employment and while the Incentive Stock Option or
Stock Right was still exercisable, in which event, such period shall not exceed one year after the date of death; provided, further,
that such period following a Termination of Employment shall in no event extend the original exercise period of the Incentive
Stock Option or any related Stock Right.


 


(c)          The
aggregate Fair Market Value, determined as of the Option Grant Date, of the shares of Stock with respect to which Incentive Stock
Options are exercisable for the first time during any calendar year by any Eligible Participant shall not exceed one hundred thousand
dollars ($100,000); provided, however, to the extent permitted under Section 422 of the Code:


 


(i)          if
a Participant's employment is terminated by reason of death, Disability or Retirement and the portion of any Incentive Stock Option
that is otherwise exercisable during the post-termination period applied without regard to the one hundred thousand dollar ($100,000)
limitation contained in Section 422 of the Code is greater than the portion of such option that is immediately exercisable as
an Incentive Stock Option during such post-termination period under Section 422, such excess shall be treated as a Nonqualified
Stock Option; and


 


(ii)          if
the exercise of an Incentive Stock Option is accelerated by reason of an Acceleration Event, any portion of such Award that is
not exercisable as an Incentive Stock Option by reason of the one hundred thousand dollar ($100,000) limitation contained in Section
422 of the Code shall be treated as a Nonqualified Stock Option. Notwithstanding the foregoing, no Stock Option that is intended
to be an Incentive Stock Option shall be invalid for failure to qualify as such and the Company shall honor any such stock Option
as a Nonqualified Stock Option.


 


(d)          Incentive
Stock Options shall be granted only to an Eligible Participant who, at the time of the Option Grant Date, does not own Stock possessing
more than 10% of the total combined voting power of all classes of stock of the Company; provided, however, the foregoing restriction
shall not apply if at the time of the Option Grant Date the option price is at least one hundred ten percent (110%) of the Fair
Market Value of the Stock subject to the Incentive Stock Option and such Incentive Stock Option by its terms is not exercisable
after the expiration of five (5) years from the Option Grant Date.


 


(e)          The
Committee may adopt any other terms and conditions which it determines should be imposed for the Incentive Stock Option to qualify
under Section 422 of the Code, as well as any other terms and conditions not inconsistent with this Article IV as determined by
the Committee.


 


4.2         The
Committee may at any time offer to buy out for a payment in cash, Stock, Deferred Stock or Restricted Stock an Incentive Stock
Option previously granted, based on such terms and conditions as the Committee shall establish and communicate to the Participant
at the time that such offer is made.


 






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4.3         If
the Incentive Stock Option Award Agreement so provides, the Committee may, to the extent consistent with Section 409A of the Code
(and any regulations thereunder), require that all or part of the shares of Stock to be issued upon the exercise of an Incentive
Stock Option shall take the form of Deferred or Restricted Stock, which shall be valued on the date of exercise, as determined
by the Committee, on the basis of the Fair Market Value of such Deferred Stock or Restricted Stock determined without regard to
the deferral limitations and/or forfeiture restrictions involved.


 


ARTICLE
V

NONQUALIFIED STOCK OPTIONS


 


5.1         One
or more Stock Options may be granted as Nonqualified Stock Options to Eligible Participants to purchase shares of Stock at such
time or times determined by the Committee, following the Effective Date, subject to the terms and conditions set forth in this
Article V.


 


5.2         The
Nonqualified Stock Option price per share of Stock shall be established in the Award Agreement, but shall not be less than one
hundred percent (100%) of the Fair Market Value of the Stock on the Option Grant Date.


 


5.3         The
Nonqualified Stock Option and its related Stock Right, if any, may be exercised in full or in part from time to time within such
period as may be specified by the Committee or in the Award Agreement; provided, that, in any event, the Nonqualified Stock Option
and the related Stock Right shall lapse and cease to be exercisable upon, or within such period following, Termination of Employment
as shall have been determined by the Committee and as specified in the Nonqualified Stock Option Award Agreement or Stock Right
Award Agreement; provided, however, that such period following Termination of Employment shall not exceed three (3) months unless
employment shall have terminated:


 


(a)          as
a result of Retirement or Disability, in which event, such period shall not exceed one year after the date of Retirement or Disability,
or within such longer period as the Committee may specify; and


 


(b)          as
a result of death, or if death shall have occurred following a Termination of Employment and while the Nonqualified Stock Option
or Stock Right was still exercisable, in which event, such period may exceed one year after the date of death, as provided by
the Committee or in the Award Agreement.


 


5.4         The
Nonqualified Stock Option Award Agreement may include any other terms and conditions not inconsistent with this Article V or with
Article VII, as determined by the Committee.


 


ARTICLE
VI

STOCK APPRECIATION RIGHTS


 


6.1         A
Stock Appreciation Right may be granted to an Eligible Participant in connection with an Incentive Stock Option or a Nonqualified
Stock Option granted under Article IV or Article V of this Plan (a “Related Stock Appreciation Right”), or may be
granted independent of any related Incentive or Nonqualified Stock Option.


 


6.2        
A Related Stock Appreciation Right shall entitle a holder of a Stock Option, within the period specified for the exercise of
the Stock Option, to surrender the unexercised Stock Option (or a portion thereof) and to receive in exchange therefor a
payment in cash or shares of Stock having an aggregate value equal to the amount by which the Fair Market Value of each share
of Stock exceeds the Stock Option price per share of Stock, times the number of shares of Stock under the Stock Option, or
portion thereof, which is surrendered.


 


6.3         Each
Related Stock Appreciation Right granted hereunder shall be subject to the same terms and conditions as the related Stock Option,
including limitations on transferability, if any, and shall be exercisable only to the extent such Stock Option is exercisable
and shall terminate or lapse and cease to be exercisable when the related Stock Option terminates or lapses. The grant of a Related
Stock Appreciation Right related to an Incentive Stock Option must be concurrent with the grant of the Incentive Stock Option.
With respect to Nonqualified Stock Options, the grant of a Related Stock Appreciation Right either may be concurrent with the
grant of the Nonqualified Stock Option, or (to the extent consistent with the exemption for stock appreciation rights under the
Section 409A regulations) subsequent to the grant of the Nonqualified Stock Option, in connection with a Nonqualified Stock Option
previously granted under Article V, which is unexercised and has not terminated or lapsed.


 






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6.4         The
Committee shall have the sole discretion to determine, in each case whether the payment with respect to the exercise of a Stock
Appreciation Right shall be made in the form of all cash, all Stock, or any combination thereof. If payment is to be made in Stock,
the number of shares of Stock shall be determined based on the Fair Market Value of the Stock on the date of exercise of the Stock
Appreciation Right. If the Committee elects to make full payment in Stock, no fractional shares of Stock shall be issued and cash
payments shall be made in lieu of fractional shares.


 


6.5         The
Committee shall have sole discretion as to the timing of any payment made in cash, Stock, or a combination thereof upon exercise
of a Stock Appreciation Right. Payment may, to the extent consistent with Section 409A of the Code (and any regulations thereunder),
be made in a lump sum, in annual installments or may be otherwise deferred and the Committee shall have sole discretion to determine
whether any deferred payments may bear amounts equivalent to interest or cash dividends.


 


6.6         Upon
the exercise of a Related Stock Appreciation Right, the number of shares of Stock subject to exercise under any related Stock
Option shall automatically be reduced by the number of shares of Stock represented by the Stock Option or portion thereof which
is surrendered.


 


6.7         The
Committee, in its sole discretion, may, to the extent consistent with the exemption for stock appreciation rights under the Section
409A regulations, also provide that, in the event of a Change in Control, the amount to be paid upon the exercise of a Stock Appreciation
Right or Limited Stock Appreciation Right shall be based on the Change in Control Price, subject to such terms and conditions
as the Committee may specify at grant.


 


6.8         In
its sole discretion, the Committee may grant Limited Stock Appreciation Rights under this Article VI. Limited Stock Appreciation
Rights shall become exercisable only in the event of a Change in Control, subject to such terms and conditions as the Committee,
in its sole discretion, may specify at grant. Such Limited Stock Appreciation Rights shall be settled solely in cash. A Limited
Stock Appreciation Right shall entitle the holder of the related Stock Option to surrender such Stock Option, or any portion thereof,
to the extent unexercised, in respect of the number of shares of Stock as to which such Limited Stock Appreciation Right is exercised,
and to receive a cash payment equal to the difference between (a) the Stock Appreciation Right Fair Market Value (at the date
of surrender) of a share of Stock for which the surrendered Stock Option or portion thereof is then exercisable, and (b) the price
at which a Participant could exercise a related Stock Option to purchase the share of Stock. Such Stock Option shall, to the extent
so surrendered, thereupon cease to be exercisable. A Limited Stock Appreciation Right shall be subject to such further terms and
conditions as the Committee shall, in its sole discretion, deem appropriate.


 


ARTICLE
VII

INCIDENTS OF STOCK OPTIONS AND STOCK RIGHTS


 


7.1         Each
Stock Option and Stock Right shall be granted subject to such terms and conditions, if any, not inconsistent with this Plan, as
shall be determined by the Committee, including any provisions as to continued employment as consideration for the grant or exercise
of such Stock Option or Stock Right and any provisions which may be advisable to comply with applicable laws, regulations or rulings
of any governmental authority.


 


7.2         An
Incentive Stock Option and its related Stock Right, if any, shall not be transferable by the Participant other than by will or
by the laws of descent and distribution, and shall be exercisable during the lifetime of the Participant only by him or by his
guardian or legal representative. A Nonqualified Stock Option and its related Stock Right, if any, shall be subject to the transferability
and exercisability restrictions of the immediately preceding sentence unless otherwise determined by the Committee, in its sole
discretion, and set forth in the applicable Award Agreement.


 


7.3         Shares
of Stock purchased upon exercise of a Stock Option shall be paid for in such amounts, at such times and upon such terms as shall
be determined by the Committee, subject to limitations set forth in the Stock Option Award Agreement. Without limiting the foregoing,
the Committee may establish payment terms for the exercise of Stock Options which permit the Participant to deliver shares of
Stock (or other evidence of ownership of Stock satisfactory to the Company) with a Fair Market Value equal to the exercise price
of the Stock Option as payment.


 






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7.4         No
cash dividends shall be paid on shares of Stock subject to unexercised Stock Options. To the extent consistent with the exemption
for stock options under the Section 409A regulations (if applicable), the Committee may provide, however, that a Participant to
whom a Stock Option has been granted which is exercisable in whole or in part at a future time shall be entitled to receive an
amount per share equal in value to the cash dividends, if any, paid per share on issued and outstanding Stock, as of the dividend
record dates occurring during the period between the date of the grant and the time each such share of Stock is delivered pursuant
to exercise of such Stock Option or the related Stock Right. Such amounts (herein called "dividend equivalents") may,
in the discretion of the Committee, be:


 


(a)          paid
in cash or Stock either from time to time prior to, or at the time of the delivery of, such Stock, or upon expiration of the Stock
Option if it shall not have been fully exercised; or


 


(b)          converted
into contingently credited shares of Stock (with respect to which dividend equivalents may accrue) in such manner, at such value,
and deliverable at such time or times, as may be determined by the Committee. Such Stock (whether delivered or contingently credited)
shall be charged against the limitations set forth in Section 3.5.


 


7.5         The
Committee may, in its sole discretion consistent with Section 409A of the Code (and any regulations thereunder), authorize payment
of interest equivalents on dividend equivalents which are payable in cash at a future time.


 


7.6         In
the event of death or Disability, the Committee, with the consent of the Participant or his legal representative, may authorize
payment, in cash or in Stock, or partly in cash and partly in Stock, as the Committee may direct, of an amount equal to the difference
at the time between the Fair Market Value of the Stock subject to a Stock Option and the exercise price of the Option in consideration
of the surrender of the Stock Option.


 


7.7         If
a Participant is required to pay to the Company an amount with respect to income and employment tax withholding obligations in
connection with exercise of a Nonqualified Stock Option and/or with respect to certain dispositions of Stock acquired upon the
exercise of an Incentive Stock Option, the Committee, in its discretion and subject to such rules as it may adopt, may permit
the Participant to satisfy the obligation, in whole or in part, by making an irrevocable election that a portion of the total
Fair Market Value of the shares of Stock subject to the Nonqualified Stock Option and/or with respect to certain dispositions
of Stock acquired upon the exercise of an Incentive Stock Option, be paid in the form of cash in lieu of the issuance of Stock
and that such cash payment be applied to the satisfaction of the withholding obligations. The amount to be withheld shall not
exceed the statutory minimum Federal and State income and employment tax liability arising from the Stock Option exercise transaction.


 


7.8         The
Committee may, to the extent consistent with the exemption for stock options under the Section 409A regulations (if applicable),
permit the voluntary surrender of all or a portion of any Stock Option granted under the Plan to be conditioned upon the granting
to the Participant of a new Stock Option for the same or a different number of shares of Stock as the Stock Option surrendered,
or may require such voluntary surrender as a condition precedent to a grant of a new Stock Option to such Participant. Subject
to the provisions of the Plan, such new Stock Option shall be exercisable at the same price, during such period and on such other
terms and conditions as are specified by the Committee at the time the new Stock Option is granted. Upon surrender, the Stock
Options surrendered shall be canceled and the shares of Stock previously subject to them shall be available for the grant of Awards
under the Plan.


 






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ARTICLE
VIII

ACCELERATION EVENTS


 


8.1          For
the purposes of the Plan, an Acceleration Event shall occur in the event of a "Change in Control".


 


8.2          A
"Change in Control" shall be deemed to have occurred if:


 


(a)         Any
"Person" as defined in Section 3(a)(9) of the Act, including a "group" (as that term is used in Sections 13(d)(3)
and 14(d)(2) of the Act), but excluding the Company and any employee benefit plan sponsored or maintained by the Company and (including
any trustee of such plan acting as trustee) who:


 


(i)         makes
a tender or exchange offer for all shares of the Company's Stock pursuant to which all shares of the Company's Stock are purchased
(an "Offer"); or


 


(ii)         together
with its "affiliates" and "associates" (as those terms are defined in Rule 12b-2 under the Act) becomes the
"Beneficial Owner" (within the meaning of Rule 13d-3 under the Act) of at least fifty percent (50%) of the Company's
Stock (an "Acquisition");


 


(b)         The
shareholders of the Company approve a definitive agreement or plan (i) to merge or consolidate the Company with or into another
Company and (x) the Company shall not be the surviving corporation or (y) the Company shall be the surviving corporation and in
connection therewith, all or part of the outstanding stock shall be changed into or exchanged for stock or other securities of
any other Person or cash or any other property, (ii) to sell or otherwise dispose of 50% or more of its assets, or (iii) to liquidate
the Company;


 


(c)         The
Company shall be a party to a statutory share exchange with any other Person after which the Company is a subsidiary of any other
Person; or


 


(d)         When,
as a result of, or in connection with, any tender or exchange offer, merger or other business combination, sale of assets or contested
election, or any combination of the foregoing, the individuals who, prior to such transaction, constitute the Board (the "Incumbent
Directors") cease for any reason other than death to constitute at least a majority thereof.


 


8.3         Upon
the occurrence of an Acceleration Event, the Committee may, in its discretion, declare that all then outstanding Performance Shares
with respect to which the applicable Performance Period has not been completed shall be paid as soon as practicable as follows:


 


(a)         all
Performance Objectives applicable to the Award of Performance Shares shall be deemed to have been satisfied to the extent necessary
to result in payment of one hundred percent (100%) of the Performance Shares covered by the Award; and


 


(b)         the
applicable Performance Period shall be deemed to have ended on the date of the Acceleration Event;


  


(c)         the
payment to the Participant shall be the amount determined either by the Committee, in its sole discretion, or in the manner stated
in the Award Agreement. This amount shall then be multiplied by a fraction, the numerator of which is the number of full calendar
months of the applicable Performance Period that have elapsed prior to the date of the Acceleration Event, and the denominator
of which is the total number of months in the original Performance Period; and


 


(d)         upon
the making of any such payment, the Award Agreement as to which it relates shall be deemed canceled and of no further force and
effect.


 


8.4         Upon
the occurrence of an Acceleration Event, the Committee, in its discretion, may declare that any or all of the then outstanding
Stock Options not previously exercisable and vested as immediately exercisable and fully vested, in whole or in part.


 


8.5         The
value of all outstanding Stock Option, in each case to the extent vested, shall, unless otherwise determined by the Committee
in its sole discretion at or after grant but prior to any Change in Control, be cashed out on the basis of the "Change in
Control Price," as defined herein as of the date such Change in Control is determined to have occurred or such other date
as the Committee may determine prior to the Change in Control.


 






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8.6         The
value of all outstanding Stock Option, Stock Rights, Restricted Stock, Deferred Stock, Performance Shares, Stock Awards and Other
Stock-Based Awards, in each case to the extent vested, shall, unless otherwise determined by the Committee in its sole discretion
at or after grant but prior to any Change in Control, be cashed out on the basis of the "Change in Control Price," as
defined in Section 13.7 as of the date such Change in Control is determined to have occurred or such other date as the Committee
may determine prior to the Change in Control.


 


8.7         For
purposes of Section 8.7, "Change in Control Price" means the highest price per share of Stock paid in any transaction
reported on the Nasdaq Global Market tier of The Nasdaq Stock Market, or paid or offered in any bona fide transaction related
to a Potential or actual Change in Control of the Company at any time during the sixty (60) day period immediately preceding the
occurrence of the Change in Control, in each case as determined by the Committee except that, in the case of Incentive Stock Options
and Stock Appreciation Rights (or Limited Stock Appreciation Rights) relating to such Incentive Stock Options, such price shall
be based only on transactions reported for the date on which the Participant exercises such Stock Appreciation Rights (or Limited
Stock Appreciation Rights). Notwithstanding the foregoing, Fair Market Value on the date of exercise shall be used for any Award,
the use of any other value for which would result in the imposition of income taxes and penalties under Section 409A of the Code.


 


8.8         Notwithstanding
the foregoing, the time for payment of any Award subject to Section 409A of the Code shall not be accelerated or otherwise changed
under this Article to the extent such acceleration or other change would be contrary to the payment timing or other rules under
Section 409A (or any regulations thereunder).


 


ARTICLE
IX

AMENDMENT AND TERMINATION 


 


9.1         The
Board, upon recommendation of the Committee, or otherwise, at any time and from time to time, may amend or terminate the Plan
as may be necessary or desirable to implement or discontinue this Plan or any provision thereof. No amendment, without approval
by the Company's shareholders, shall:


 


(a)         alter
the group of persons eligible to participate in the Plan;


 


(b)         extend
the period during which Incentive Stock Option Awards may be granted beyond August 14, 2024;


 


(c)         limit
or restrict the powers of the Board and the Committee with respect to the administration of this Plan; or


 


(d)         change
any of the provisions of this Article IX.


 


9.2         No
amendment to or discontinuance of this Plan or any provision thereof by the Board or the shareholders of the Company shall, without
the written consent of the Participant, adversely affect, as shall be determined by the Committee, any Award theretofore granted
to such Participant under this Plan; provided, however, the Committee retains the right and power to:


  


(a)         annul
any Award if the Participant competes against the Company or any Subsidiary or is terminated for cause as determined by the Committee;


 


(b)         provide
for the forfeiture of shares of Stock or other gain under an Award as determined by the Committee for competing against the Company
or any Subsidiary; and


 


(c)         convert
any outstanding Incentive Stock Option to a Nonqualified Stock Option.


 






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ARTICLE
X

MISCELLANEOUS PROVISIONS


 


10.1       Nothing
in the Plan or any Award granted hereunder shall confer upon any Participant any right to continue in the employ of the Company
(or to serve as a director thereof) or interfere in any way with the right of the Company to terminate his or her employment at
any time. Unless specifically provided otherwise, no Award granted under the Plan shall be deemed salary or compensation for the
purpose of computing benefits under any employee benefit plan or other arrangement of the Company or its Subsidiaries for the
benefit of its employees unless the Company shall determine otherwise. No Participant shall have any claim to an Award until it
is actually granted under the Plan. To the extent that any person acquires a right to receive payments from the Company under
the Plan, such right shall, except as otherwise provided by the Committee, be no greater than the right of an unsecured general
creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company, and no special
or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts.


 


10.2       The
Company may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of any taxes
which the Company or any Subsidiary is required by any law or regulation of any governmental authority, whether federal, state
or local, domestic or foreign, to withhold in connection with any Stock Option, but not limited to, the withholding of payment
of all or any portion of such Award or (to the extent consistent with Section 409A of the Code) another Award under this Plan
until the Participant reimburses the Company for the amount the Company is required to withhold with respect to such taxes, or
canceling any portion of such Award or (to the extent consistent with Section 409A) another Award under this Plan in an amount
sufficient to reimburse itself for the amount it is required to so withhold, or (to the extent consistent with Section 409A) selling
any property contingently credited by the Company for the purpose of paying such Award or another Award under this Plan, in order
to withhold or reimburse itself for the amount it is required to so withhold.


 


10.3       The
Plan and the grant of Awards shall be subject to all applicable federal and state laws, rules, and regulations and to such approvals
by any government or regulatory agency as may be required. Any provision herein relating to compliance with Rule 16b-3 under the
Act shall not be applicable with respect to participation in the Plan by Participants who are not subject to Section 16(b) of
the Act.


 


10.4       The
terms of the Plan shall be binding upon the Company, its Subsidiaries, and their successors and assigns.


 


10.5       No
Stock Option, or Stock Appreciation Right shall be transferable except as provided for herein or with the express written consent
of the Company. If any Participant makes such a transfer in violation hereof, any obligation of the Company shall forthwith terminate.


 


10.6       This
Plan and all actions taken hereunder shall be governed by the laws of the State of Delaware, except to the extent preempted by
ERISA.


 


10.7       The
Plan is intended to constitute an "unfunded" plan for incentive and deferred compensation. With respect to any payments
not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater
than those of a general creditor of the Company. In its sole discretion, the Committee may authorize the creation of trusts or
other arrangements to meet the obligations created under the Plan to deliver shares of Stock or payments in lieu of or with respect
to Awards hereunder; provided, however, that, unless the Committee otherwise determines with the consent of the affected Participant,
the existence of such trusts or other arrangements is consistent with the "unfunded" status of the Plan.


  


10.8       Each
Participant exercising an Award hereunder agrees to give the Committee prompt written notice of any election made by such Participant
under Section 83(b) of the Code, or any similar provision thereof.


 



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10.9       If
any provision of this Plan or an Award Agreement is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction,
or would disqualify the Plan or any Award Agreement under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to applicable laws or if it cannot be construed or deemed amended without, in the determination
of the Committee, materially altering the intent of the Plan or the Award Agreement, it shall be stricken and the remainder of
the Plan or the Award Agreement shall remain in full force and effect.


 


10.10    All
Awards shall, to extent applicable, comply and be administered in accordance with the rules and requirements of Section 409A of
the Code. Notwithstanding any other provision of the Plan, the Committee may take such actions as it deems necessary or appropriate
to ensure that any Award comply with or be exempt from Section 409A and may interpret this Plan in any manner necessary to ensure
that Awards comply with or are exempt from Section 409A. In the event that the Committee determines that an Award should comply
with or be exempt from Section 409A and that a Plan provision or Award Agreement provision is necessary to ensure that such Award
complies with or is exempt from Section 409A of the Code, such provision shall be deemed included in the Plan or such Award Agreement.
The Committee may also unilaterally reform any Agreement to the extent necessary to comply with Section 409A.


 


10.11     In
the event that a Participant is a “specified employee” within the meaning of Section 409A (as determined by the Company
or its delegate), any payment required under this Plan that is subject to Section 409A and is payable upon Termination of Employment,
shall not be made or begin until the expiration of the 6-month period following the Participant’s Termination of Employment.


 


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