2015
NON-EMPLOYEE EQUITY COMPENSATION
PLAN


 


A
Nevada corporation (the
“Company”), sets forth
herein the terms
of its 2015
Non- employee Equity
Compensation Plan (the “Plan”), as follows:


 


		1.	PURPOSE



 


The Plan is intended
to enhance the ability of the Company and its Affiliates (as defined herein) to attract and
retain highly qualified non-employee
members of the
Board, consultants and
advisors, and to
motivate such non-employee
members of the Board, consultants
and advisors to serve the Company and its Affiliates and to expend maximum effort to improve
the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a
direct proprietary interest in the operations and future success of the Company. To this end, the Plan provides for the
grant of stock options, stock
appreciation rights, restricted
stock, restricted stock
units, unrestricted stock,
other stock-based awards
and cash awards. Any of these awards may, but need not, be made as performance
incentives to reward attainment of performance goals in
accordance with the
terms hereof. Stock
options granted under
the Plan shall
be non-qualified stock
options.


 


		2.	DEFINITIONS



 


For purposes of interpreting
the Plan and related documents (including Award Agreements), the following definitions
shall apply:


 


2.1.  
“Acquiror” shall have the meaning set
forth in Section 15.2.1.


 


2.2.  
“Affiliate” means any company or other
trade or business that “controls,” is “controlled by” or is “under
common control” with the Company within the meaning of Rule 405 of Regulation C under the Securities Act,
including, without limitation, any Subsidiary.


 


2.3.  
“Award” means a grant of an Option, Stock
Appreciation Right, Restricted Stock, Restricted Stock Unit, Other Stock-based
Award or cash
award under the
Plan.


 


2.4.  
“Award Agreement” means a written agreement
between the Company and a Grantee, or notice from the Company or an Affiliate to a
Grantee that evidences and sets out the terms and conditions of an Award.


 


		2.5.	“Board” means the Board of Directors of the
Company.



 


		2.6.	“Business Combination” shall have the meaning
set forth in Section 15.2.2.



 


		2.7.	“Change in Control” shall have the meaning set
forth in Section 15.2.2.



 


2.8.  
“Code” means the Internal Revenue Code
of 1986, as now in effect or as hereafter amended. References to the Code shall include
the valid and binding governmental regulations, court decisions and other regulatory and judicial
authority issued or rendered thereunder.


 


2.9.  
“Committee” means the Compensation Committee
of the Board, or such other committee as determined by the Board. The Compensation Committee
of the Board may, in its discretion, designate a subcommittee of its members to serve as
the Committee (to the extent the Board has not designated another person, committee or entity as the Committee). 
Following the Initial Public Offering, (i) the Board will cause the Committee to satisfy the applicable requirements of
any stock exchange on which the Common Stock may then be listed; and (ii) for purposes
of Awards to Grantees who are subject to Section 16 of
the Exchange Act,
Committee means all
of the members
of the Compensation
Committee who are
“non-employee directors” within
the meaning of
Rule 16b-3 adopted
under the Exchange
Act.


 


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		2.10.	“Company” shall have the meaning set forth in
the preamble.



 


		2.11.	“Common Stock” or “Stock” means
a share of common stock of the Company, par value $.0001 per share.



 


2.12.  
“Consultant” means a consultant or advisor
that provides bona fide services to the Company or any Affiliate and who qualifies as
a consultant or advisor under Rule 701 of the Securities Act (during any period in which the Company
is not a
public company subject
to the reporting
requirements of the
Exchange Act) or
Form S-8 (during
any period in
which the Company is a public company subject to the reporting requirements
of the Exchange Act).


 


		2.13.	“Effective Date” means March 20, 2015, the date
the Plan was approved by the Company’s stockholders.



 


		2.14.	“Exchange Act” means the Securities Exchange
Act of 1934, as now in effect or as hereafter amended.



 


2.15.  
“Fair Market Value” of a share of Common
Stock as of a particular date shall mean (1) if the Common Stock is listed on a national
securities exchange, the closing or last price of the Common Stock on the composite tape or
other comparable reporting system for the applicable date, or if the applicable date is not a trading day, the trading day
immediately preceding the applicable date, or (2) if the shares of Common Stock
are not then listed on a national securities exchange, or the value of such shares
is not otherwise determinable, such value as determined by the Board in good faith in its sole
discretion.


 


2.16.  
“Family Member”
means a
person who is
a spouse, former
spouse, child, stepchild,
grandchild, parent, stepparent, grandparent,
niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law,
brother, sister, brother-in-
law, or sister-in-law, including
adoptive relationships, of the applicable individual, any person sharing the applicable individual’s


household (other than a tenant
or employee), a trust in which any one or more of these persons have more than fifty percent
of the beneficial interest, a foundation in which any one or more of these persons (or the applicable individual) control
the management of assets, and any other entity in which one or more of these persons (or the applicable individual) own
more than fifty percent of the voting interests.


 


2.17.  
“Grant Date” means, as determined by
the Board, the latest to occur of (i) the date as of which the Board approves an Award,
(ii) the date on which the recipient of an Award first becomes eligible to receive an Award
under Section 6, or (iii) such other date as may be specified by the Board in the Award
Agreement.


 


		2.18.	“Grantee” means a person who receives or holds
an Award under the Plan.



 


2.19.  
“Holder” means, with respect to any Issued
Shares, the person holding such Issued Shares, including the initial Grantee or any
Permitted Transferee.


 


		2.20.	“Incumbent Directors” shall have the meaning
set forth in Section 15.2.2.



 


2.21.  
“Initial Public Offering” means the initial
public offering of shares of Common Stock pursuant to a registration
statement (other than
a Form S-8
or successor forms)
filed with, and
declared effective by,
the SEC.


 


 


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2.22.  
“Issued Shares” means, collectively,
all outstanding shares of Stock issued pursuant to Awards (including without limitation,
outstanding shares of Restricted Stock prior to or after vesting and shares issued in connection with
the exercise of an Option or SAR).


 


		2.23.	“New Shares” shall have the meaning set forth
in Section 15.1.



 


		2.24.	“Offered Shares” shall have the meaning set
forth in Section 17.4.1.



 


		2.25.	“Offering” shall have the meaning set forth
in Section 17.5.



 


		2.26.	“Option” means an option to purchase one or
more shares of Stock pursuant to the Plan.



 


		2.27.	“Option Price” means the exercise price for
each share of Stock subject to an Option.



 


2.28.  
“Other Stock-based
Awards” means
Awards consisting of
Stock units, or
other Awards, valued
in whole or
in part by reference to, or otherwise based on, Common
Stock.


 


		2.29.	“Performance Award” means an Award made subject
to the attainment of performance goals (as described in



Section 12) over a
performance period of at least one year.


 


2.30.  
“Permitted Transferee” means any of the
following to whom a Holder may transfer Issued Shares hereunder (as set forth in Section
17.13.3): the Holder’s spouse, children (natural or adopted), stepchildren or a trust for their sole
benefit of which the Holder is the settlor; provided however, that any such trust does not require or permit distribution
of any Issued Shares during the term of this Agreement unless subject to its terms.
Upon the death of the Holder, the term Permitted Transferees shall also include such
deceased Holder’s estate, executors, administrators, personal representatives, heirs,
legatees and distributees, as the case may be.


 


		2.31.	“Plan” shall have the meaning set forth in the
preamble.



 


		2.32.	“Purchase Price” means the purchase price for
each share of Stock pursuant to a grant of Restricted Stock.



 


		2.33.	“Restricted Period” shall have the meaning set
forth in Section 10.1.



 


		2.34.	“Restricted Stock” means shares of Stock, awarded
to a Grantee pursuant to Section 10.



 


2.35.  
“Restricted Stock Unit” means a bookkeeping
entry representing the equivalent of shares of Stock, awarded to
a Grantee pursuant to Section 10.


 


		2.36.	“SAR Exercise Price” means the per share exercise
price of a SAR granted to a Grantee under Section 9.



 


		2.37.	“SEC” means the United States Securities and
Exchange Commission.



 


		2.38.	“Section 409A” means Section 409A of the
Code.



 


		2.39.	“Securities Act” means the Securities Act of
1933, as now in effect or as hereafter amended.



 


2.40.  
“Separation from Service” means a termination
of Service by a Service Provider, as determined by the Board, which determination shall
be final, binding and conclusive; provided, however, that if any Award governed by Section 409A
is to be distributed on a Separation from Service, then the definition of Separation
from Service for such purposes shall comply with the definition provided in Section
409A.


 


 


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2.41.  
“Service” means service as a Service
Provider to the Company or an Affiliate. Unless otherwise stated in the applicable
Award Agreement, a Grantee’s change in position or duties shall not result in interrupted or terminated Service,
so long as such Grantee continues to be a Service Provider to the Company or
an Affiliate.


 


		2.42.	“Service Provider”
means a non-employee
member of the
Board, or Consultant
of the Company
or an Affiliate.



 


		2.43.	“Stock Appreciation Right” or “SAR”
means a right granted to a Grantee under Section 9.



 


 


Code.


		2.44.	“Subsidiary” means any “subsidiary corporation” of the Company
within the meaning of Section 424(f) of the



 


2.45.  
“Substitute Award” means any Award granted
in assumption of or in substitution for an award of a company or business acquired
by the Company or a Subsidiary or with which the Company or an Affiliate combines.


 


2.46.  
“Termination Date” means the date that
is ten (10) years after the Effective Date, unless the Plan is earlier
terminated by the Board under Section 5.2.


 


		2.47.	“Voting Securities” shall have the meaning set
forth in Section 15.2.2.



 


		3.	ADMINISTRATION OF THE PLAN



 


		3.1.	General.



 


The Board shall have such
powers and authorities related to the administration of the Plan as are consistent with the
Company’s certificate of incorporation and bylaws and applicable law. The Board shall have the power and authority 
to delegate its responsibilities hereunder to the Committee, which shall have
full authority to act in accordance with its charter (as in effect from time to time),
and with respect to the authority of the Board to act hereunder, all references to the Board shall
be deemed to include a reference to the Committee, to the extent such power
or responsibilities have been delegated. Except as
specifically provided in Section 14 or as otherwise may be required by applicable law, regulatory requirement or
the certificate of incorporation or the bylaws of the Company, the Board shall have
full power and authority to take all actions and to  make all determinations required
or provided for under the Plan, any Award or any Award Agreement, and shall have full power
and authority to take all such other actions and make all such other determinations not inconsistent with the specific terms
and provisions of the Plan that the Board deems to be necessary or appropriate to the administration of the Plan. Following
 the Initial Public Offering, the Committee shall administer the Plan; provided, however,
the Board shall retain the right to exercise the authority of the Committee to the extent consistent with applicable law and the
applicable requirements of any securities exchange on which the Common Stock may then
be listed. The interpretation and construction by the Board of any provision of
the Plan, any
Award or any
Award Agreement shall
be final, binding
and conclusive. Without
limitation, the Board
shall have full and final authority, subject to the other terms and conditions of the Plan, to:


 


(i)                
designate Grantees;


 


		(ii)	determine the type or types of Awards to be made to a
Grantee;



 


		(iii)	determine the number of shares of Stock to be subject to an
Award;



 


 


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(iv)             
establish the terms and conditions of each Award (including, but not limited to, the Option
Price of any Option, the nature and duration of any restriction or condition (or provision
for lapse thereof) relating to the vesting, exercise,
transfer, or forfeiture of an Award or the shares of Stock subject thereto;


 


		(v)	prescribe the form of each Award Agreement;
and



 


(vi)             
amend, modify, or supplement the terms of any outstanding Award including the authority, in
order to effectuate the purposes of the
Plan, to modify Awards to foreign nationals or individuals who are employed outside the
United States to recognize differences in local law, tax policy, or custom.


 


		3.2.	Award Agreements; Clawbacks.



 


The grant of any Award
may be contingent upon the Grantee executing the appropriate Award Agreement. The Company
may retain the right in an Award Agreement to cause a forfeiture of the gain realized by a Grantee on account
of actions taken
by the Grantee
in violation or
breach of or
in conflict with
any employment agreement,
non-competition agreement, any agreement prohibiting solicitation of employees
or clients of the Company or any Affiliate thereof or any confidentiality obligation
with respect to the Company or any Affiliate thereof or otherwise in competition with the Company or any
Affiliate thereof, to the extent specified in such Award Agreement applicable to the Grantee. Furthermore, the Company may
annul an Award if the Grantee is terminated for “cause” as defined in the
applicable Award Agreement.


 


Following
the Initial Public
Offering, Awards shall
be subject to
the requirements of
(i) Section 954
of the Dodd- Frank Wall Street
Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and
any implementing rules and regulations thereunder,, (ii) similar rules under the laws of any other jurisdiction, (iii)
any compensation recovery policies adopted by the Company to implement any such requirements or (iv) any other
compensation recovery policies as may be adopted from time to time by the Company, all to the extent determined by the Committee
in its discretion to be applicable to a
Grantee.


 


		3.3.	Deferral Arrangement.



The
Board may permit
or require the
deferral of any
Award payment into
a deferred compensation
arrangement, subject to such
rules and procedures
as it may
establish and in
accordance with Section
409A, which may
include provisions for the payment
or crediting of interest or dividend equivalents, including converting such credits into deferred Stock
units.


 


		3.4.	No Liability.



No member of the
Board or of the Committee shall be liable for any action or determination made in good faith
with respect to the Plan, any Award or Award Agreement.


 


		3.5.	Book Entry.



 


Notwithstanding any other
provision of this Plan to the contrary, the Company may elect to satisfy any requirement
under this Plan
for the delivery
of stock certificates
through the use
of book-entry.


 


		4.	STOCK SUBJECT TO THE PLAN



 


		4.1.	Authorized Number of Shares.



Subject to adjustment
under Section 15, the aggregate number of shares of Common Stock that may be initially
issued pursuant to the Plan is 6,000,000; Shares issued under the Plan may consist in whole or in part of authorized
but unissued shares, treasury shares, or shares purchased on the open market
or otherwise, all as determined by the Company from time to
time.


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		4.2.	Share Counting.



 


Any Award settled in cash
shall not be counted as shares of Common Stock for any purpose under this Plan. If any
Award under the Plan expires, or is terminated, surrendered or forfeited, in whole or in part, the unissued Common
Stock covered by such Award shall again be available for the grant of Awards under the Plan. If shares of Common Stock
issued pursuant to the Plan are repurchased by, or are surrendered or forfeited to the Company at no more than cost, such
shares of Common Stock shall again be available
for the grant of Awards under the Plan. If shares of Common Stock issuable upon
exercise, vesting or settlement of an Award, or shares of Common Stock owned by a Grantee (which are not subject to
any pledge or other security interest), are surrendered or tendered to the Company in payment of the Option Price or Purchase
Price of an Award or any taxes required to be withheld in respect of an Award, in each case, in accordance with the terms
and conditions of the Plan and any applicable Award Agreement, such surrendered or tendered shares of Common Stock 
shall again become available for issuance under the Plan. In addition, in the case of any Substitute Award, such Substitute
Award shall not be counted against the number of shares reserved under the Plan.


 


		5.	EFFECTIVE DATE, DURATION AND AMENDMENTS



 


		5.1.	Term.



 


The Plan shall be effective
as of the Effective Date, provided that it has been approved by the Company’s
stockholders. The Plan shall terminate automatically on the ten (10) year anniversary of the Effective Date and may
be terminated on any earlier date as provided in Section
5.2.


 


		5.2.	Amendment and Termination of the Plan.



 


The Board may, at any
time and from time to time, amend, suspend, or terminate the Plan as to any Awards which
have not been made. An amendment shall be contingent on approval of the Company’s stockholders to the extent stated by
the Board, required by applicable law or required by applicable stock exchange listing requirements. No Awards shall be
made after the Termination Date. The applicable terms of the Plan, and any terms and conditions applicable to Awards granted
prior to the Termination Date shall survive the termination of the Plan and
continue to apply to such Awards. No amendment, suspension, or termination of the Plan
shall, without the consent of the Grantee, materially impair rights or obligations under
any Award theretofore awarded.


 


		6.	AWARD ELIGIBILITY AND LIMITATIONS



 


		6.1.	Service Providers.



 


Subject to this Section
6, Awards may be made to any Service Provider as the Board shall determine and designate
from time to time in its discretion.


 


		6.2.	Successive Awards.



 


An eligible person may receive
more than one Award, subject to such restrictions as are provided herein.


 


 


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		6.3.	Stand-Alone, Additional,
Tandem, and Substitute
Awards.



 


Awards may, in the discretion
of the Board, be granted either alone or in addition to, in tandem with, or in
substitution or exchange for, any other Award or any award granted under another plan of the Company, any Affiliate, or
any business entity to be acquired by the Company or an Affiliate, or any other right of a Grantee to receive payment from
the Company or any Affiliate. Such additional, tandem, and substitute or exchange Awards may be granted at any time. If
an Award is granted in substitution or exchange for another Award, the Board
shall have the right to require the surrender of such other Award in consideration
for the grant of the new Award. Subject to the requirements of applicable law, the Board shall
have the right, in its discretion, to make Awards in substitution or exchange for any other award under another plan of
the Company, any Affiliate, or any business entity to be acquired by the Company or an Affiliate. In addition, Awards may
be granted in lieu of cash compensation, including in lieu of cash amounts payable
under other plans of the Company or any Affiliate, in which the value of Stock subject
to the Award is equivalent in value to the cash compensation (for example,
Restricted Stock Units or Restricted Stock).


 


		7.	AWARD AGREEMENT



 


Each Award shall be evidenced
by an Award Agreement, in such form or forms as the Board shall from time to time determine.
Without limiting the foregoing, an Award Agreement may be provided in the form of a notice which provides
that acceptance of the Award constitutes acceptance of all terms of the Plan and the notice. Award Agreements granted from
time to time or at the same time need not
contain similar provisions but shall be consistent with the terms of the Plan.


 


		8.	TERMS AND CONDITIONS OF OPTIONS



		8.1.	Option Price.



 


The Option Price of each
Option shall be fixed by the Board and stated in the related Award Agreement. In no case
shall the Option Price of any Option be less than the par value of a share of Stock.


 


		8.2.	Vesting.



Subject to Section
8.3, each Option shall become exercisable at such times and under such conditions (including,
without limitation, performance requirements) as shall be determined by the Board and stated in the Award
Agreement.


 


		8.3.	Term.



 


Each Option shall terminate,
and all rights to purchase shares of Stock thereunder shall cease, upon the expiration of
the Option term determined by the Board and stated in the Award Agreement not to exceed ten (10) years from the Grant
Date, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Board
and stated in the related Award Agreement.


 


		8.4.	Limitations on Exercise of Option.



 


Notwithstanding any other provision
of the Plan, in no event may any Option be exercised, in whole or in part,


(i) prior to the date
the Plan is approved by the stockholders of the Company as provided herein or (ii) after the occurrence of
an event which results in termination of the
Option.


 


		8.5.	Method of Exercise.



 


An Option that is exercisable
may be exercised by the Grantee’s delivery of a notice of exercise to the Company,
setting forth the number of shares of Stock with respect to which the Option is to be exercised, accompanied by full payment
for the shares. To be effective, notice of exercise must be made in accordance with procedures established by the Company
from time to time.


 


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		8.6.	Rights of Holders of Options.



 


Unless
otherwise stated in the related Award Agreement, an individual holding or exercising an Option shall
have none of the rights of a stockholder (for example, the right to receive
cash or dividend payments or distributions attributable to
the subject shares of Stock or to direct the voting of the subject shares of Stock ) until the shares of Stock covered thereby
are fully paid and
issued to him.
Except as provided
in Section 15
or the related
Award Agreement, no
adjustment shall be
made for dividends, distributions or other rights for which the record date is prior to the date of such
issuance.


 


		8.7.	Delivery of Stock Certificates.



 


Promptly after the exercise
of an Option by a Grantee and the payment in full of the Option Price, such Grantee
shall be entitled to the issuance of a stock certificate or certificates evidencing his or her ownership of the shares of
Stock subject to the Option.


 


		9.	TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS



 


		9.1.	Right to Payment.



 


A SAR shall confer on the
Grantee a right to receive, upon exercise thereof, the excess of (i) the Fair Market Value
of one share of Stock on the date of exercise over (ii) the SAR Exercise Price, as determined by the Board. The
Award Agreement for an SAR shall specify the SAR Exercise Price. SARs may be granted alone or in conjunction with all or
part of an Option or at any subsequent time during the term of such Option or in conjunction
with all or part of any other Award.


 


		9.2.	Other Terms.



 


The Board shall determine
at the Grant Date or thereafter, the time or times at which and the circumstances under
which a SAR may be exercised in whole or in part (including based on achievement of performance goals and/or future
service requirements), the time or times at which SARs shall cease to be or become exercisable following Separation from
Service or upon other conditions, the method
of exercise, whether or not a SAR shall be in tandem or in combination with any other
Award, and any other terms and conditions of any SAR.


 


		9.3.	Term of SARs.



 


The term of a SAR granted
under the Plan shall be determined by the Board, in its sole discretion; provided,
however, that such term shall not exceed ten (10) years.


 


		9.4.	Payment of SAR Amount.



 


Upon exercise of a SAR,
a Grantee shall be entitled to receive payment from the Company (in cash or Stock, as
determined by the Board) in an amount determined by multiplying:


 


 


Price;
by


		(i)	the difference between the Fair Market Value of a share of Stock on the date of exercise over
the SAR Exercise



 


 


		(ii)	the number of shares of Stock with respect to which the SAR is
exercised.



 


 


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		10.	TERMS AND CONDITIONS OF RESTRICTED STOCK AND RESTRICTED STOCK
UNITS



 


		10.1.	Restrictions.



 


At the time of grant, the
Board may, in its sole discretion, establish a period of time (a “Restricted Period”)
and any additional restrictions including the satisfaction of corporate or individual performance objectives applicable
to an Award of Restricted Stock or Restricted Stock Units in accordance with Section
12.1 and 12.2. Each Award of Restricted Stock or
Restricted Stock Units may be subject to a different Restricted Period and additional restrictions. Neither Restricted Stock
nor Restricted Stock Units may be sold, transferred, assigned, pledged or otherwise
encumbered or disposed of during the Restricted Period or prior to the satisfaction
of any other applicable restrictions.


 


		10.2.	Restricted Stock Certificates.



 


The Company shall issue
stock, in the name of each Grantee to whom Restricted Stock has been granted, stock
certificates or other evidence of ownership representing the total number of shares of Restricted Stock granted to the
Grantee, as soon as reasonably practicable after the Grant Date. The Board may provide in an Award Agreement that either
(i) the Secretary of the Company shall hold such certificates for the Grantee’s
benefit until such time as the Restricted Stock is
forfeited to the Company or the restrictions lapse, or (ii) such certificates shall be delivered to the Grantee; provided,
however, that such certificates shall bear a legend or legends that comply with the applicable securities laws and
regulations and make appropriate reference to the restrictions imposed under the Plan
and the Award Agreement.


 


		10.3.	Rights of Holders of Restricted Stock.



 


Unless the Board otherwise
provides in an Award Agreement, holders of Restricted Stock shall have rights as
stockholders of the Company, including voting and dividend rights.


 


		10.4.	Rights of Holders of Restricted Stock Units.



 


		10.4.1.	Settlement of Restricted Stock
Units.



 


Restricted Stock Units
may be settled in cash or Stock, as determined by the Board and set forth in the Award
Agreement. The Award Agreement shall also set forth whether the Restricted Stock Units shall be settled (i) within the
time period specified in Section 17.11 for short term deferrals or (ii) otherwise within the requirements of Section
409A, in which case the Award Agreement shall specify upon which events such Restricted
Stock Units shall be settled.


 


		10.4.2.	Voting and Dividend Rights.



 


Unless otherwise stated
in the applicable Award Agreement, holders of Restricted Stock Units shall not have rights
as stockholders of the Company, including no voting or dividend or dividend equivalents rights.


 


		10.4.3.	Creditor’s Rights.



 


A holder of Restricted Stock Units
shall have no rights other than those of a general creditor of the Company.


Restricted Stock Units
represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions
of the applicable Award Agreement.


 


 


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		10.5.	Purchase of Restricted Stock.



 


The Grantee shall be required,
to the extent required by applicable law, to purchase the Restricted Stock from the
Company at a Purchase Price equal to the greater of (i) the aggregate par value of the shares of Stock represented by
such Restricted Stock or (ii) the Purchase Price, if any, specified in the related Award Agreement. If specified in the
Award Agreement, the Purchase Price may be deemed paid by Services already rendered. The Purchase Price shall be payable
in a form described in Section 11 or, in the discretion of the Board, in consideration
for past Services rendered.


 


		10.6.	Delivery of Stock.



 


Upon the expiration or
termination of any Restricted Period and the satisfaction of any other conditions prescribed
by the Board, the restrictions applicable to shares of Restricted Stock or Restricted Stock Units settled in Stock shall lapse,
and, unless otherwise provided in the Award Agreement, a stock certificate for such shares shall be delivered, free of all
such restrictions, to the Grantee or the Grantee’s beneficiary or estate, as the case may
be.


 


		11.	FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK



 


		11.1.	General Rule.



 


Payment of the Option Price
for the shares purchased pursuant to the exercise of an Option or the Purchase  Price
for Restricted Stock shall be made in cash or in cash equivalents acceptable to the Company, except as provided in this
Section 11.


 


		11.2.	Surrender of Stock.



 


To
the extent the
Award Agreement so
provides, payment of
the Option Price
for shares purchased
pursuant to the exercise
of an Option
or the Purchase
Price for Restricted
Stock may be
made all or
in part through
the tender to
the Company of shares
of Stock, which
shares shall be
valued, for purposes
of determining the
extent to which
the Option Price
or Purchase Price for Restricted Stock has been paid thereby, at their Fair Market
Value on the date of exercise or surrender.


 


		11.3.	Cashless Exercise.



With respect to an
Option only (and not with respect to Restricted Stock) following the Initial Public Offering, to
the extent permitted by law and to the extent the Award Agreement so provides, payment of the Option Price may be made all
or in part by delivery (on a form acceptable
to the Company) of an irrevocable direction to a licensed securities broker acceptable to
the Company to sell shares of Stock and to deliver all or part of the sales proceeds to the Company in payment of the 
Option Price and any withholding taxes described in Section 17.3.


 


		11.4.	Other Forms of Payment.



 


To
the extent the
Award Agreement so
provides, payment of
the Option Price
or the Purchase
Price for Restricted Stock
may be made
in any other
form that is
consistent with applicable
laws, regulations and
rules, including, but
not limited to, the Company’s withholding of shares of Stock otherwise
due to the exercising Grantee.


 


		12.	TERMS AND CONDITIONS OF PERFORMANCE AWARDS



 


		12.1.	Performance Conditions.



The right of a Grantee
to exercise or receive a grant or settlement of any Award, and the timing thereof, may be
subject to such performance conditions as may be specified by the Board. The Board may use such business criteria and
other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its
discretion to reduce the amounts payable under any Award subject to performance
conditions.


 


10 




    	 



    	 



    

		12.2.	Settlement of Performance Awards; Other Terms.



 


Settlement of Performance
Awards shall be in cash, Stock, other Awards or other property, in the discretion of the
Board. The Board may, in its discretion, reduce the amount of a settlement otherwise to be made in connection with
such Performance Awards.


 


		13.	OTHER STOCK-BASED AWARDS



 


		13.1.	Grant of
Other Stock-based Awards.



 


Other
Stock-based Awards may
be granted either
alone or in
addition to or
in conjunction with
other Awards under the Plan. Subject
to the provisions of the Plan, the Board shall have the sole and complete authority to determine the persons
to whom and the time or times at which such Awards shall be made, the number
of shares of Common Stock to be granted pursuant to such Awards, and all other conditions
of such Awards. Unless the Board determines otherwise, any such Award shall be confirmed
by an Award Agreement, which shall contain such provisions as the Board determines to be necessary
or appropriate to carry out the intent of this Plan with respect to such
Award.


 


		13.2.	Terms of Other
Stock-based Awards.



 


Any Common Stock subject
to Awards made under this Section 13 may not be sold, assigned, transferred, pledged
or otherwise encumbered prior to the date on which the shares are issued, or, if later, the date on which any
applicable restriction, performance or deferral period lapses.


 


		14.	REQUIREMENTS OF LAW



 


		14.1.	General.



 


The Company shall not
be required to sell or issue any shares of Stock under any Award if the sale or issuance of
such shares would constitute a violation by the Grantee, any other individual exercising an Option, or the Company of
any provision of any law or regulation of any governmental authority, including without limitation any federal or state
securities laws or regulations. If at any time the Company shall determine, in its discretion, that the listing, registration
or qualification of any shares subject
to an Award upon any securities exchange or under any governmental regulatory body is necessary
or desirable as a condition of, or in connection with, the issuance or purchase
of shares hereunder, no shares of Stock may  be
issued or sold to the Grantee or any other individual exercising an Option pursuant to such Award unless such
listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not
acceptable to the Company, and any delay caused thereby shall in no way affect the
date of termination of the Award. Specifically, in connection
with the Securities Act, upon the exercise of any Option or the delivery of any shares of Stock underlying 
an Award, unless a registration statement under such Act is in effect with respect
to the shares of Stock covered by such  Award, the Company shall not be required to
sell or issue such shares unless the Board has received evidence satisfactory to it that the
Grantee or any other individual exercising an Option may acquire such shares pursuant to an exemption from 
registration under the Securities Act. Any determination in this connection by the Board shall be final, binding, and conclusive.
The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities
Act. The Company shall not be obligated to take any affirmative action in order to
cause the exercise of an Option or the issuance of
shares of Stock pursuant to the Plan to comply with any law or regulation of any governmental authority. As to any jurisdiction
that expressly imposes the requirement that an Option shall not be exercisable until the shares of Stock covered by such
Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which the laws
of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such
an exemption.


 


 


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		14.2.	Section 25102(o) of the California Corporations Code.



 


This Plan is intended to
comply with Section 25102(o) of the California Corporations Code. In that regard, to the
extent required by Section 25102(o), (i) the terms of any Options or SARs, to the extent vested and exercisable upon
a Grantee’s Separation from Service, shall include any minimum exercise periods following Separation from Service
specified by Section 25102(o), and (ii) any repurchase right of the Company with respect to shares of Stock issued under
the Plan shall include a
minimum 90-day notice
requirement. Any provision
of this Plan
which is inconsistent
with Section 25102(o)
shall, without further act or amendment by the Company or the Board, be reformed to comply with the requirements of
Section 25102(o).


 


		14.3.	Rule 16b-3.



 


During
any time when the Company has a class of equity security registered under Section 12 of the Exchange 
Act, it is the
intent of the
Company that Awards
and the exercise
of Options granted
to officers and
directors hereunder will
qualify for the exemption
provided by Rule
16b-3 under the
Exchange Act. To
the extent that
any provision of
the Plan or
action by


the
Board or Committee
does not comply
with the requirements
of Rule 16b-3,
it shall be
deemed inoperative to
the extent permitted by
law and deemed
advisable by the
Board, and shall
not affect the
validity of the
Plan. In the
event that Rule
16b-3 is revised or replaced, the
Board may exercise its discretion to modify this Plan in any respect necessary to satisfy
the requirements of, or to take advantage of any features of, the revised exemption or its
replacement.


 


		15.	EFFECT OF CHANGES IN CAPITALIZATION



 


		15.1.	Adjustments for Changes in Capital
Structure.



 


Subject to any required
action by the stockholders of the Company, in the event of any change in the Stock effected
without receipt of consideration by the Company, whether through merger, consolidation, reorganization,
reincorporation, recapitalization, reclassification,
stock dividend, stock
split, reverse stock
split, split-up, split-off,
spin-off, combination of
shares, exchange of shares, or similar change in the capital structure of the
Company, or in the event of payment of a dividend or
distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has 
a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in
the number and class of shares subject to the Plan and to any outstanding Awards, and in the Option Price, SAR Exercise
Price or Purchase Price per share of any
outstanding Awards in order to prevent dilution or enlargement of Grantees’ rights under
the Plan. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as
“effected without receipt of consideration by the Company.” If a majority of the shares which are of the same class
as the shares that are subject to outstanding Awards are exchanged for, converted into,
or otherwise become (whether or not pursuant to a Change in
Control) shares of another corporation (the “New Shares”), the Board may unilaterally amend the outstanding
Awards to provide that such Awards are
for New Shares. In the event of any such amendment, the number of shares subject to, and the
Option Price, SAR Exercise Price or Purchase Price per share of, the outstanding Awards shall be adjusted in a fair 
and equitable manner as determined by the Board, in its discretion. Any fractional share resulting from an adjustment pursuant
to this Section 15.1 shall be rounded down to the nearest whole number
and the Option Price, SAR Exercise Price or Purchase Price per share shall be rounded
up to the nearest whole cent. In no event may the exercise price of any Award be decreased to
an amount less than the par value, if any, of the stock subject to the Award. The Board in its sole discretion, may also
make such adjustments in the terms of any Award to reflect, or related to, such changes in the capital structure of the Company
or distributions as it deems appropriate. Adjustments determined by the Board
pursuant to this Section 15.1 shall be made in accordance with Section 409A
to the extent applicable.


 


 


12 




    	 



    	 



    

		15.2.	Change in Control.



 


		15.2.1.	Consequences of a Change in
Control.



 


Subject to the requirements
and limitations of Section 409A if applicable, the Board may provide for any one or
more of the following in connection with a Change in Control:


 


(a)                 
Accelerated Vesting. The Board may, in its discretion, provide in any Award
Agreement or, in the event of a Change in Control, may take such actions as it deems
appropriate to provide for the acceleration of the exercisability, vesting and/or settlement
in connection with such Change in Control of each or any outstanding Award or portion


thereof and shares acquired
pursuant thereto upon such conditions, including termination of the Grantee’s Service prior
to, upon, or following such Change in Control, to such extent as the Board shall determine.


 


(b)                     
Assumption, Continuation or Substitution. In the event of a Change in Control,
the surviving, continuing, successor, or purchasing corporation or other business entity
or parent thereof, as the case may be  (the “Acquiror”),
may, without the consent of any Grantee, either assume or continue the Company’s rights and obligations
under each or any Award or portion thereof outstanding immediately prior to the Change in Control or substitute for each
or any such outstanding Award or portion thereof a substantially equivalent award with
respect to the Acquiror’s stock, as applicable. For purposes of this Section
15.2.1, if so determined by the Board, in its discretion, an Award denominated in shares of Stock
shall be deemed assumed if, following the Change in Control, the Award confers the right to receive, subject to the terms
and conditions of the Plan and the applicable Award Agreement, for each share of Stock subject to the Award immediately
prior to the Change in Control, the consideration
(whether stock, cash, other securities or property or a combination thereof) to which a
holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if
such consideration is not solely common stock of the Acquiror, the Board may, with the consent of the Acquiror, provide
for the consideration to be received upon the exercise or settlement of the Award, for
each share of Stock subject to the Award, to consist
solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders
of Stock pursuant to the Change in Control. If any portion of such consideration
may be received by holders of Stock pursuant to
the Change in Control on a contingent or delayed basis, the Board may, in its sole discretion, determine such Fair Market
Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present
value of the probable future payment of such consideration. Any Award or portion thereof
which is neither assumed or continued by the Acquiror in connection with the Change
in Control nor exercised or settled as of the time of consummation of the Change in
Control shall terminate and cease to be outstanding effective as of the time of consummation of the Change in
Control.


 


(c)                  
Cash-Out of
Awards. The Board
may, in its
discretion and without
the consent of
any Grantee, determine that, upon the occurrence of a Change in Control, each
or any Award or a portion thereof outstanding immediately
prior to the Change in Control and not previously exercised or settled shall be canceled in exchange for a payment with
respect to each vested share (and each unvested share, if so determined by the Board) of Stock subject to such canceled
Award in


(i) cash, (ii) stock of the
Company or of a corporation or other business entity a party to the Change in Control, or (iii)
other property which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value
of the consideration to be paid per share of Stock in the Change in Control, reduced
by the exercise or purchase price per share, if any, under such Award. If any portion
of such consideration may be received by holders of Stock pursuant to the Change in Control
on a contingent or delayed basis, the Board may, in its sole discretion, determine such Fair Market Value per share as
of


the time of the Change in
Control on the basis of the Board’s good faith estimate of the present value of the probable
future payment of such consideration. In the event such determination is made by the Board, the amount of such payment (reduced
by applicable withholding taxes, if any) shall be paid to Grantees in respect
of the vested portions of their canceled Awards as soon as practicable following the
date of the Change in Control and in respect of the unvested portions of their canceled Awards


in accordance with the
vesting schedules applicable to such Awards. For avoidance of doubt, if the amount determined
pursuant to this Section 15.2.1(c) for an Option or SAR is zero or less,
the affected Option or SAR may be cancelled without  any payment
therefore.


 


 


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		15.2.2.	Change in Control Defined.



 


Except as may otherwise
be defined in an Award Agreement, a Change in Control shall mean the occurrence of any
of the following events:


 


(a)                 
the acquisition, other than from the Company, by any individual, entity or group (within 
the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), other than the Company or any subsidiary,
affiliate (within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended) or employee benefit
plan of the Company, of
beneficial ownership (within
the meaning of
Rule 13d-3 promulgated
under the Exchange
Act) of more
than 50% of
the combined voting
power of the
then outstanding voting
securities of the
Company entitled to
vote generally in
the election of directors (the “Voting Securities”);
or


 


(b)                  
a reorganization, merger, consolidation or recapitalization of the Company (a
“Business Combination”), other than a Business Combination in which more than 50% of the combined voting
power of the outstanding voting securities
of the surviving or resulting entity immediately following the Business Combination is held by the
persons who, immediately prior to the Business Combination, were the holders
of the Voting Securities; or


 


(c)                  
a complete liquidation or dissolution of the Company, or a sale of all or substantially all
of the assets of the Company; or


 


(d)                  
during any period of 24 consecutive months, the Incumbent Directors cease to constitute a
majority of the Board of Directors; “Incumbent Directors” shall mean individuals who were members of
the Board of Directors at the beginning of such period or individuals whose election or nomination for election to the Board of
Directors by the Company's stockholders was approved by a vote of at least a majority
of the then Incumbent Directors (but excluding any  individual whose initial election
or nomination is in connection with an actual or threatened proxy contest relating to the election
of directors).


 


Notwithstanding the foregoing,
if it is determined that an Award hereunder is subject to the requirements of Section
409A and payable upon a Change in Control, the Company will not be deemed to have undergone a Change in Control unless the Company
is deemed to have undergone a “change in control event” pursuant to the definition of such term
in


Section
409A.


 


		15.3.	Adjustments.



 


Adjustments under this
Section 15 related to shares of Stock or securities of the Company shall be made by
the Board, whose determination in that respect shall be final, binding and conclusive. No fractional shares or other securities
shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated
in each case by rounding downward to the
nearest whole share.


 


		16.	NO LIMITATIONS ON COMPANY



 


The
making of Awards pursuant to the Plan shall not affect or limit in any way the right or power of the
Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge,
consolidate, dissolve, or liquidate, or to sell or transfer all or any part
of its business or assets.


 


 


14 




    	 



    	 



    

		17.	TERMS APPLICABLE GENERALLY TO AWARDS GRANTED UNDER THE PLAN



 


		17.1.	Disclaimer of Rights.



 


No provision in the Plan
or in any Award Agreement shall be construed to confer upon any individual the right to
remain in the employ or service of the Company or any Affiliate, or to interfere in any way with any contractual or other
right or authority of the Company or any Affiliate either to increase or decrease the compensation or other payments to
 any individual at any time, or to terminate any employment or other relationship between
any individual and the Company or any Affiliate. In addition, notwithstanding anything
contained in the Plan to the contrary, unless otherwise stated in the applicable Award
Agreement, no Award granted under the Plan shall be affected by any change of duties or position of the Grantee,
so long as such Grantee continues to be a Service Provider. The obligation of
the Company to pay any benefits pursuant to this
Plan shall be interpreted as a contractual obligation to pay only those amounts described herein, in the manner and under
the conditions prescribed herein. The Plan shall in no way be interpreted to require the Company to transfer any amounts
to a third party trustee or otherwise hold any amounts in trust or escrow for payment
to any Grantee or beneficiary under the terms of the Plan.


 


		17.2.	Nonexclusivity of the Plan.



 


Neither the adoption of
the Plan nor the submission of the Plan to the stockholders of the Company for approval
shall be construed as creating any limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals
or specifically to a particular individual or particular individuals), including,
without limitation, the granting of stock options as
the Board in its discretion determines desirable.


 


		17.3.	Withholding Taxes.



 


The Company or an Affiliate,
as the case may be, shall have the right to deduct from payments of any kind
otherwise due to a Grantee any federal, state, or local taxes of any kind required by law to be withheld (i) with respect
to the vesting of or other lapse of restrictions applicable to an Award, (ii) upon
the issuance of any shares of Stock upon the exercise of an Option or SAR, or (iii)
otherwise due in connection with an Award. At the time of such vesting, lapse, or exercise,
the Grantee shall pay to the Company or the Affiliate, as the case may be, any amount that the Company or the Affiliate
may reasonably determine to be necessary to satisfy such withholding obligation. Subject to the prior approval of the Company
or the Affiliate, which may be withheld by the Company or the Affiliate, as
the case may be, in its sole discretion, the  Grantee may elect to satisfy such obligations,
in whole or in part, (i) by causing the Company or the Affiliate to withhold the minimum
required number of shares of Stock otherwise issuable to the Grantee as may be necessary to satisfy such 
withholding obligation or (ii) by delivering to the Company or the Affiliate shares of Stock already owned by the Grantee.
The shares of Stock so delivered or withheld
shall have an aggregate Fair Market Value equal to such withholding obligations. The Fair
Market Value of the shares of Stock used to satisfy such withholding obligation shall be determined by the Company or
the Affiliate as of the date that the amount of tax to be withheld is to be determined. A Grantee who has made an election
pursuant to this Section 17.3 may satisfy his or her withholding obligation
only with shares of Stock that are not subject to any repurchase, forfeiture, unfulfilled
vesting, or other similar requirements.


 


 


15 




    	 



    	 



    

		17.4.	Right of First Refusal; Right to Repurchase.



 


		17.4.1.	Right of First Refusal.



 


Except as otherwise expressly
provided in an Award Agreement, stockholders’ agreement or other agreement to
which a Holder is a party, at any time prior to registration by the Company of its Common Stock under Section 12 of
the Exchange Act, in the event that the Holder desires at any time to sell or otherwise transfer all or any part of such
 Holder’s Issued Shares (to the extent vested), the Holder first shall give written
notice to the Company of the Holder’s intention to make such transfer. Such notice
shall state the number of Issued Shares which the Holder proposes to sell (the “Offered Shares”),
the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At
any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or
any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the
notice. The Company or
its assigns shall
exercise this right
by mailing or
delivering written notice
to the Holder
within the foregoing
30- day period. If the Company or its assigns elect to exercise its purchase
rights under this Section 17.4.1, the closing for  such purchase shall, in any
event, take place within 45 days after the receipt by the Company of the initial notice from the Holder.
In the event that the Company or its assigns do not elect to exercise such purchase
right, or in the event that the Company or its assigns
do not pay
the full purchase
price within such
45-day period, the
Holder may, within
60 days thereafter,
sell the


Offered
Shares to the
proposed transferee and
at the same
price and on
the same terms
as specified in
the Holder’s notice.
Any Issued Shares purchased
by such proposed
transferee shall no
longer be subject
to the terms
of the Plan.
Any Issued Shares
not sold to the proposed transferee shall remain subject to the
Plan.


 


		17.4.2.	Right of Repurchase.



 


Except as otherwise expressly
provided in an Award Agreement, stockholders’ agreement or other agreement to
which a Grantee is a party, at any time prior to registration by the Company of its Common Stock under Section 12 of
the Exchange Act, in the case of any Grantee whose Separation from Service is for Cause, or where the Grantee has, in the
Board's reasonable determination, taken any action prior to or following his Separation of Service which would have 
constituted grounds for Cause, the Company shall have the right, exercisable
at any time and from time to time thereafter, to repurchase from the Grantee (or any
successor in interest by purchase, gift or other mode of transfer) any shares of Common Stock
issued to such Grantee under the Plan for the purchase price paid by the Grantee for such shares of Common Stock (or the
 Fair Market Value of such Common Stock at the time of repurchase, if
lower).


 


		17.5.	Market Standoff Requirement.



 


Except as otherwise expressly
provided in an Award Agreement, stockholders’ agreement or other agreement to which
a Grantee is a party, in connection with any underwritten public offering of its Common Stock (“Offering”) and
upon request of the Company or the underwriters managing the Offering, Grantees
shall not be permitted to sell, make any short sale of, loan, grant any option for
the purchase of, or otherwise directly or indirectly dispose of any Common Stock delivered
under the Plan (other than those shares of Common Stock included in the Offering) without the prior written consent of the
Company or such underwriters, as the case may be, for such period of time from the effective date of the registration statement
with respect to such Offering as may be requested by the Company or such managing underwriters and to execute an
agreement reflecting the foregoing as may be requested by the underwriters in connection with such
Offering.


 


		17.6.	Captions.



The use of captions
in this Plan or any Award Agreement is for the convenience of reference only and shall not
affect the meaning of any provision of the Plan or any Award Agreement.


 


		17.7.	Other Provisions.



Each Award Agreement
may contain such other terms and conditions not inconsistent with the Plan as may be
determined by the Board, in its sole discretion. In the event of any conflict between the terms of an employment agreement
and the Plan, the terms of the employment agreement govern.


16





    	 



    	 



    

		17.8.	Number and Gender.



 


With respect to words used
in this Plan, the singular form shall include the plural form, the masculine gender shall
include the feminine gender, etc., as the context requires.


 


		17.9.	Severability.



 


If any provision of the
Plan or any Award Agreement shall be determined to be illegal or unenforceable by any
court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in
accordance with their terms, and all provisions shall remain enforceable in
any other jurisdiction.


 


		17.10.	Governing Law.



 


The Plan shall be governed
by and construed in accordance with the laws of the State of Nevada without giving
effect to the principles of conflicts of law.


 


		17.11.	Section 409A.



 


The Plan is intended to
comply with Section 409A to the extent subject thereto, and, accordingly, to the maximum
extent permitted, the Plan shall be interpreted and administered to be in compliance therewith. Any payments described in the Plan
that are due
within the “short-term
deferral period” as
defined in Section
409A shall not
be treated as
deferred compensation unless applicable laws require otherwise. Notwithstanding anything to the contrary in the Plan, to
the extent required to avoid accelerated taxation and tax penalties under Section 409A,
amounts that would otherwise be payable and benefits that would otherwise be provided
pursuant to the Plan during the six (6) month period immediately following the Grantee’s
Separation from Service
shall instead be
paid on the
first payroll date
after the six-month
anniversary of the
Grantee’s Separation from Service (or the Grantee’s death, if earlier). Notwithstanding the foregoing, neither
the Company nor the Committee shall have any obligation to take any action to prevent
the assessment of any excise tax or penalty on any Grantee under Section 409A and neither
the Company nor the Committee will have any liability to any Grantee for such tax or penalty.


 


		17.12.	Separation from Service.



 


The Board shall determine
the effect of a Separation from Service upon Awards, and such effect shall be set forth
in the appropriate Award Agreement. Without limiting the foregoing, the Board may provide in the Award Agreements at
the time of grant, or any time thereafter with the consent of the Grantee, the actions that will be taken upon the occurrence
of a Separation from Service, including, but not limited to, accelerated vesting or termination, depending upon the
circumstances surrounding the Separation from
Service.


 


		17.13.	Transferability of Awards and Issued Shares.



 


		17.13.1.	Transfers in General.



 


Except as provided in Section
17.13.2, no Award shall be assignable or transferable by the Grantee to whom it is
granted, other than by will or the laws of descent and distribution, and, during the lifetime of the Grantee, only the
Grantee personally (or the Grantee’s personal representative) may exercise rights under the
Plan.


 


 


17 




    	 



    	 



    

		17.13.2.	Family Transfers.



 


If authorized in the applicable
Award Agreement, a Grantee may transfer, not for value, all or part of an Award to
any Family Member. For the purpose of this Section 17.13.2, a “not for value” transfer is a transfer
which is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights; or (iii) a transfer
to an entity in which more than fifty percent of the voting interests are owned by
Family Members (or the Grantee) in exchange for an interest in that entity. Following
a transfer under this Section 17.13.2, any such Award shall continue to be subject to the same terms
and conditions as were applicable immediately prior to transfer. Subsequent transfers of transferred Awards are prohibited
except to Family Members of the original Grantee in accordance with this Section 17.13.2 or by will or the laws of
descent and distribution.


 


		17.13.3.	Issued Shares.



 


No Issued Shares shall
be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner
disposed of or encumbered, whether voluntarily or by operation of law, unless (i) such transfer is in compliance with the
terms of the applicable Award, all applicable securities laws, and with the terms and conditions of the Plan (including
Sections 17.4 and 17.5 and this Section 17.13.3), (ii) such transfer
does not cause the Company to become subject to the reporting requirements of the Exchange
Act, and (iii) the transferee consents in writing to be bound by the provisions of the Plan
(including Sections 17.4 and 17.5 and this Section 17.13.3). In connection with any proposed transfer, the
Board may require the transferor to provide
at the transferor’s own expense an opinion of counsel to the transferor, satisfactory to the Board,
that such transfer is in compliance with all foreign, federal and state securities laws. Any attempted disposition of Issued
Shares not in accordance with the terms
and conditions of this Section 17.13.3 shall be null and void, and the Company shall not 
reflect on its records any change in record ownership of any Issued Shares as a result of any such disposition, shall otherwise
refuse to recognize any such disposition
and shall not in any way give effect to any such disposition of Issued Shares. Subject to
the foregoing general provisions, and unless otherwise provided in the agreement with respect to a particular Award, Issued
Shares may be transferred pursuant to the following specific terms and conditions:


 


(a)                 
Transfers to Permitted Transferees. The Holder may sell, assign, transfer or give away
any or all of the Issued Shares to Permitted
Transferees; provided, however, that following such sale, assignment, or other transfer,
such Issued Shares shall continue to be subject to the terms of this Plan (including Sections 17.4 and 17.5 and
this Section 17.13.3) and such Permitted Transferee(s) shall, as a condition
to any such transfer, deliver a written acknowledgment to that effect to
the Company.


 


(b)                  
Transfers Upon Death. Upon the death of the Holder, any Issued Shares then held by
the Holder at the time of such death and
any Issued Shares acquired thereafter by the Holder’s legal representative shall be subject to
the provisions of this Plan, and the Holder’s estate, executors, administrators, personal representatives, heirs,
legatees and distributees shall be obligated to convey such Issued Shares to the Company
or its assigns under the terms contemplated hereby.


 


		17.14.	Dividends and Dividend Equivalent Rights.



 


If specified in the Award
Agreement, the recipient of an Award under this Plan may be entitled to receive, currently
or on a deferred basis, dividends or dividend equivalents with respect to the Common Stock or other
securities covered by an Award. The terms and conditions of a dividend equivalent right may be set forth in the Award
Agreement. Dividend equivalents credited to a Grantee may be paid currently or may be deemed to be reinvested in additional
shares of Stock or other securities of the
Company at a price per unit equal to the Fair Market Value of a share of Stock on the date
that such dividend was paid to shareholders, as determined in the sole discretion of the
Board.


 


Adopted
by the Board on March 20,2015 Approved by Stockholders on March 20,
2015 Termination Date: March 20, 2025


 


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