Camber Energy, Inc. 8-K/A 


 


Exhibit 4.1


 


 


CAMBER
ENERGY, INC.


AMENDED
AND RESTATED 2014 STOCK INCENTIVE PLAN


 


ARTICLE
I -- PREAMBLE


 





 


1.1


This 2014 Stock Incentive Plan of Camber Energy, Inc. (the “Company”) is intended
to secure for the Company and its Affiliates the benefits arising from ownership of the Company’s Common Stock by the Employees,
Officers, Directors and Consultants of the Company and its Affiliates, all of whom are and will be responsible for the Company’s
future growth. The Plan is designed to help attract and retain for the Company and its Affiliates personnel of superior ability
for positions of exceptional responsibility, to reward Employees, Officers, Directors and Consultants for their services and to
motivate such individuals through added incentives to further contribute to the success of the Company and its Affiliates. With
respect to persons subject to Section 16 of the Act, transactions under this Plan are intended to satisfy the requirements of
Rule 16b-3 of the Act.


 


1.2


Awards under the Plan may be made to an Eligible Person in the form of (i) Incentive
Stock Options (to Eligible Employees only); (ii) Nonqualified Stock Options; (iii) Restricted Stock; (iv) Stock Awards; (v) Performance
Shares; or (vi) any combination of the foregoing. 


 


1.3


The Company’s board of directors adopted the Plan on December 27, 2013. The Plan shall be effective December 27, 2013 (the
“Effective Date”), subject to approval by the shareholders of the Company to the extent necessary to
satisfy the requirements of the Code, the Act, or other applicable federal or state law. Unless sooner terminated as provided
elsewhere in this Plan, this Plan shall terminate upon the close of business on the day next preceding the tenth (10th) anniversary
of the Effective Date. Award Agreements outstanding on such date shall continue to have force and effect in accordance with the
provisions thereof.


 


1.4


The Plan shall be governed by, and construed in accordance with, the laws of the State
of Nevada (except its choice-of-law provisions).


 


 


1.5


Capitalized terms shall have the meaning provided in Article II unless otherwise provided
in this Plan or any related Award Agreement.


 


ARTICLE
II -- DEFINITIONS


 


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


 


2.1


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


 


2.2


“Affiliate” means any parent corporation or subsidiary corporation
of the Company, whether now or hereinafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the
Code. 


 


2.3


“Award” means an award granted to a Participant in accordance with the provisions of the Plan, including,
but not limited to, Stock Options, Restricted Stock, Stock Awards, Performance Shares, or any combination of the foregoing.


 


2.4


“Award Agreement” means the separate written agreement evidencing
each Award granted to a Participant under the Plan.


 


2.5


“Board of Directors” or “Board”
means the Board of Directors of the Company, as constituted from time to time. 


 


2.6


“Bylaws” shall mean the Bylaws of the Company as amended from
time to time.


 


 




    	 



    	 



    

2.7


“Change of Control” means (i) the adoption of a plan of merger
or consolidation of the Company with any other corporation or association as a result of which the holders of the voting capital
stock of the Company as a group would receive less than 50% of the voting capital stock of the surviving or resulting corporation;
(ii) the approval by the Board of Directors of an agreement providing for the sale or transfer (other than as security for obligations
of the Company) of substantially all the assets of the Company; or (iii) in the absence of a prior expression of approval by the
Board of Directors, the acquisition of more than 20% of the Company’s voting capital stock by any person within the meaning
of Rule 13d-3 under the Act (other than the Company or a person that directly or indirectly controls, is controlled by, or is
under common control with, the Company).


 


2.8


“Code” means the Internal Revenue Code of 1986, as amended,
and the regulations and interpretations promulgated thereunder.


 


2.9


“Committee” means a committee of two or more members of the
Board appointed by the Board in accordance with Section 3.2 of the Plan. In the event the Company has not designated a Committee
pursuant to Section 3.2 of the Plan, “Committee” shall refer to the Compensation Committee of the Company
(in the event the Compensation Committee has authority to administer the Plan) or the Board of Directors of the Company.


 


2.10


“Common Stock” means the Company’s common stock.


 


2.11


“Company” means Camber Energy, Inc., a Nevada corporation.


 


2.12.


“Consultant” means any person, including an advisor engaged by the Company or an Affiliate to
render bona fide consulting or advisory services to the Company or an Affiliate, other than as an Employee, Director or Non-Employee
Director.


 


2.13


“Director” means a member of the Board of Directors of the Company.


 


2.14


“Disability” means the permanent and total disability of a person within
the meaning of Section 22(e)(3) of the Code.


 


2.15


“Effective Date” shall be the date set forth in Section 1.3 of the Plan.


 


2.16


“Eligible
Employee” means an Eligible Person who is an Employee of the Company or any Affiliate.


 


2.17


“Eligible
Person” means any Employee, Officer, Director, Non-Employee Director or Consultant of the Company or any Affiliate,
except for instances where services are in connection with the offer or sale of securities in a capital-raising transaction, or
they directly or indirectly promote or maintain a market for the Company’s securities, subject to any other limitations
as may be provided by the Code, the Act, or the Board. In making such determinations, the Board may take into account the nature
of the services rendered by such person, his or her present and potential contribution to the Company’s success, and such
other factors as the Board in its discretion shall deem relevant.


 


2.19


“Employee” means an individual who is a common-law employee of the Company or an Affiliate including
employment as an Officer. Mere service as a Director or payment of a director’s fee by the Company or an Affiliate shall
not be sufficient to constitute “employment” by the Company or an Affiliate.


 


2.20


“ERISA”
means the Employee Retirement Income Security Act of 1974, as now in effect or as hereafter amended


 


2.21


“Fair Market Value” means, as of any date and unless the Committee determines otherwise, the value of
Common Stock determined as follows:


 




    	 



    	 



    

(a)


If
the Common Stock is listed on any established stock exchange or a national market system, including without limitation the NYSE
Amex, Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value will be the closing
sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the day of
determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable;


 


(b)


If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported for the date in
question, the Fair Market Value will be the mean between the high bid and low asked prices for the Common Stock for the day of
determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or


 


(c)


In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Committee.


 


(d)


The Committee also may adopt a different methodology for determining Fair Market Value with respect to one or more Awards if a
different methodology is necessary or advisable to secure any intended favorable tax, legal or other treatment for the particular
Award(s) (for example, and without limitation, the Committee may provide that Fair Market Value for purposes of one or more Awards
will be based on an average of closing prices (or the average of high and low daily trading prices) for a specified period preceding
the relevant date).


 


2.22
“Grant Date” means, as to any Award, the latest of:


 


(a)


the date on which the Board authorizes the grant of the Award; or


 


(b)


the date the Participant receiving the Award becomes an Employee or a Director of the Company or its Affiliate,
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 (later than the dates described in (a) and (b) above) as the Board may designate and as
set forth in the Participant’s Award Agreement.


 


2.23


“Immediate Family” means any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law and shall
include adoptive relationships.


 


2.24


“Incentive Stock Option” means a Stock Option intended to qualify as an incentive
stock option within the meaning of Section 422 of the Code and is granted under Article IV of the Plan and designated as an Incentive
Stock Option in a Participant’s Award Agreement.


 


2.25


“Non-Employee Director” shall have the meaning set forth in Rule 16b-3
under the Act.


 


2.26


“Nonqualified Stock Option” means a Stock Option not intended to qualify
as an Incentive Stock Option and is not so designated in the Participant’s Award Agreement.


 


2.27


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


 


2.28


“Option Period” means the period during which a Stock Option may be exercised
from time to time, as established by the Board and set forth in the Award Agreement for each Participant who is granted a Stock
Option.


 


 




    	 



    	 



    

2.29


“Option Price” means the purchase price for a share of Common Stock subject
to purchase pursuant to a Stock Option, as established by the Board and set forth in the Award Agreement for each Participant
who is granted a Stock Option.


 


2.30


“Outside Director” means a Director who either (i) is not a current employee of the Company or an “affiliated
corporation” (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a
former employee of the Company or an “affiliated corporation” receiving compensation for prior services
(other than benefits under a tax qualified pension plan), was not an officer of the Company or an “affiliated corporation”
at any time and is not currently receiving direct or indirect remuneration from the Company or an “affiliated corporation”
for services in any capacity other than as a Director or (ii) is otherwise considered an “outside director”
for purposes of Section 162(m) of the Code. 


 


2.31


“Participant” means an Eligible Person to whom an Award has been granted and who has entered into an
Award Agreement evidencing the Award or, if applicable, such other person who holds an outstanding Award.


 


2.32


“Performance Objectives” shall have the meaning set forth in Article IX of the Plan.


 


2.33


“Performance Period” shall have the meaning set forth in Article IX of the Plan.


 


2.34


“Performance Share” means an Award under Article IX of the Plan of a unit
valued by reference to the Common Stock, the payout of which is subject to achievement of such Performance Objectives, measured
during one or more Performance Periods, as the Board, in its sole discretion, shall establish at the time of such Award and set
forth in a Participant’s Award Agreement.


 


2.35


“Plan” means this Camber Energy, Inc. 2014 Stock Incentive Plan, as it
may be amended from time to time.


 


2.36


“Reporting Person” means a person required to file reports under Section
16(a) of the Act.


 


2.37


“Restricted Stock” means an Award under Article VII of the Plan of shares of Common Stock that are at
the time of the Award subject to restrictions or limitations as to the Participant’s ability to sell, transfer, pledge or
assign such shares, which restrictions or limitations may lapse separately or in combination at such time or times, in installments
or otherwise, as the Board, in its sole discretion, shall determine at the time of such Award and set forth in a Participant’s
Award Agreement.


 


2.38


“Restriction Period” means the period commencing on the Grant Date with
respect to such shares of Restricted Stock and ending on such date as the Board, in its sole discretion, shall establish and set
forth in a Participant’s Award Agreement.


 


2.39


“Retirement” means retirement as determined under procedures established by the Board or in any Award,
as set forth in a Participant’s Award Agreement.


 


2.40


“Rule 16b-3” means Rule 16b-3 promulgated under the Act or any successor
to Rule 16b-3, as in effect from time to time. Those provisions of the Plan which make express reference to Rule 16b-3, or which
are required in order for certain option transactions to qualify for exemption under Rule 16b-3, shall apply only to a Reporting
Person.


 


2.41


“Stock Award” means an Award of shares of Common Stock under Article VIII of the Plan. 


 


2.42


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


 




    	 



    	 



    

 


2.43


“Ten Percent Stockholder” means an individual who owns (or is deemed to own pursuant to Section 424(d)
of the Code), at the time of grant, stock possessing more than ten percent (10%) of the total combined voting power of all classes
of stock of the Company or any of its Affiliates.


 


2.44


“Termination of Service” means (i) in the case of an Eligible Employee, the discontinuance of employment
of such Participant with the Company or its Subsidiaries for any reason other than a transfer to another member of the group consisting
of the Company and its Affiliates and (ii) in the case of a Director who is not an Employee of the Company or any Affiliate, the
date such Participant ceases to serve as a Director. The determination of whether a Participant has discontinued service shall
be made by the Board in its sole discretion. In determining whether a Termination of Service has occurred, the Board 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.


 


ARTICLE
III – ADMINISTRATION


 


3.1


The Plan shall be administered by the Board of Directors of the Company. The Board shall
have the exclusive right to interpret and construe the Plan, to select the Eligible Persons who shall receive an Award, and to
act in all matters pertaining to the grant of an Award and the determination and interpretation of the provisions of the related
Award Agreement, including, without limitation, the determination of the number of shares subject to Stock Options and the Option
Period(s) and Option Price(s) thereof, the number of shares of Restricted Stock or shares subject to Stock Awards or Performance
Shares subject to an Award, the vesting periods (if any) and the form, terms, conditions and duration of each Award, and any amendment
thereof consistent with the provisions of the Plan. The Board may adopt, establish, amend and rescind such rules, regulations
and procedures as it may deem appropriate for the proper administration of the Plan, make all other determinations which are,
in the Board’s judgment, necessary or desirable for the proper administration of the Plan, amend the Plan or a Stock Award
as provided in Article XI, and terminate or suspend the Plan as provided in Article XI. All acts, determinations and decisions
of the Board made or taken pursuant to the Plan or with respect to any questions arising in connection with the administration
and interpretation of the Plan or any Award Agreement, including the severability of any and all of the provisions thereof, shall
be conclusive, final and binding upon all persons.


 


3.2


The Board may, to the full extent permitted by and consistent with applicable law and the Company’s Bylaws, and subject
to Subparagraph 3.2(b) herein below, delegate any or all of its powers with respect to the administration of the Plan to the Company’s
Compensation Committee or another Committee of the Company consisting of not fewer than two members of the Board each of whom
shall qualify (at the time of appointment to the Committee and during all periods of service on the Committee) in all respects
as a Non-Employee Director and as an Outside Director.


 


(a)


If
administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers
theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee
is authorized to exercise (and references in the Plan to the Board shall thereafter be to the Committee or subcommittee), subject,
however, to such resolutions, not consistent with the provisions of the Plan, as may be adopted from time to time by the Board.


 


(b)


The Board may abolish the Committee at any time and reassume all powers and authority previously delegated
to the Committee.


 


(c)


In
addition to, and not in limitation of, the right of any Committee so designated by the Board to administer this Plan to
grant Awards to Eligible Persons under this Plan, the full Board of Directors and/or the Company’s Compensation
Committee may from time to time grant Awards to Eligible Persons pursuant to the terms and conditions of this Plan, subject
to the requirements of the Code, Rule 16b-3 under the Act or any other applicable law, rule or regulation. In connection with
any such grants, the Board of Directors and/or the Company’s Compensation Committee shall have all of the power
and authority of the Committee to determine the Eligible Persons to whom such Awards shall be granted and the other terms and
conditions of such Awards.


 






    	 



    	 



    




 


3.3


Without limiting the provisions of this Article III, and subject to the provisions of Article X, the Board is authorized to take
such action as it determines to be necessary or advisable, and fair and equitable to Participants and to the Company, with respect
to an outstanding Award in the event of a Change of Control as described in Article X or other similar event. Such action may
include, but shall not be limited to, establishing, amending or waiving the form, terms, conditions and duration of an Award and
the related 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 Board may take such actions pursuant to this Section 3.3 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 related Award Agreement, or by taking action with respect to individual Participants from time to time.


 


3.4


Subject to the provisions of Section 3.9, the maximum aggregate number of shares of Common
Stock which may be issued pursuant to Awards under the Plan shall be Two Million Five Hundred Thousand (2,500,000).
Such shares of Common Stock shall be made available from authorized and unissued shares of the Company.


 


(a)


For all purposes under the Plan, each Performance Share awarded shall be counted as one share of Common Stock subject to an Award.


 


(b)


If, for any reason, any shares of Common Stock (including shares of Common Stock subject to Performance Shares) that have been
awarded or are subject to issuance or purchase pursuant to Awards outstanding under the Plan are not delivered or purchased, or
are reacquired by the Company, for any reason, including but not limited to a forfeiture of Restricted Stock or failure to earn
Performance Shares or the termination, expiration or cancellation of a Stock Option, or any other termination of an Award without
payment being made in the form of shares of Common Stock (whether or not Restricted Stock), such shares of Common Stock shall
not be charged against the aggregate number of shares of Common Stock available for Award under the Plan and shall again be available
for Awards under the Plan. In no event, however, may Common Stock that is surrendered or withheld to pay the exercise price of
a Stock Option or to satisfy tax withholding requirements be available for future grants under the Plan.


 


(c)


The foregoing subsections (a) and (b) of this Section 3.4 shall be subject to any limitations provided by the Code or by Rule
16b-3 under the Act or by any other applicable law, rule or regulation.


 


3.5


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


 


3.6


The Company shall not be required to issue or deliver any certificates for shares of Common
Stock under the Plan prior to:


 


(a)


any required approval of the Plan by the shareholders of the Company; and


 


(b)


the completion of any registration or qualification of such shares of Common Stock under any federal or state law, or any ruling
or regulation of any governmental body that the Company shall, in its sole discretion, determines to be necessary or advisable.


 


3.7


The
Board may require any Participant acquiring shares of Common Stock pursuant to any Award under the Plan to represent to and
agree with the Company in writing that such person is acquiring the shares of Common Stock for investment purposes and
without a view to resale or distribution thereof. Shares of Common Stock issued and delivered under the Plan shall
also be subject to such stop-transfer orders and other restrictions as the Board may deem advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock
is then listed and any applicable federal or state laws, and the Board may cause a legend or legends to be placed on the
certificate or certificates representing any such shares to make appropriate reference to any such restrictions. In making
such determination, the Board may rely upon an opinion of counsel for the Company.


 






    	 



    	 



    

 





3.8


Except as otherwise expressly provided in the Plan or in an Award Agreement with respect to an Award, no Participant shall have
any right as a shareholder of the Company with respect to any shares of Common Stock subject to such Participant’s Award
except to the extent that, and until, one or more certificates representing such shares of Common Stock shall have been delivered
to the Participant. No shares shall be required to be issued, and no certificates shall be required to be delivered, under the
Plan unless and until all of the terms and conditions applicable to such Award shall have, in the sole discretion of the Board,
been satisfied in full and any restrictions shall have lapsed in full, and unless and until all of the requirements of law and
of all regulatory bodies having jurisdiction over the offer and sale, or issuance and delivery, of the shares shall have been
fully complied with.


 


3.9


The total amount of shares with respect to which Awards may be granted under the Plan and rights of outstanding Awards (both as
to the number of shares subject to the outstanding Awards and the Option Price(s) or other purchase price(s) of such shares, as
applicable) shall be appropriately adjusted for any increase or decrease in the number of outstanding shares of Common Stock of
the Company resulting from payment of a stock dividend on the Common Stock, a stock split or subdivision or combination of shares
of the Common Stock, or a reorganization or reclassification of the Common Stock, or any other change in the structure of shares
of the Common Stock. The foregoing adjustments and the manner of application of the foregoing provisions shall be determined by
the Board in its sole discretion. Any such adjustment may provide for the elimination of any fractional shares which might otherwise
become subject to an Award. All adjustments made as the result of the foregoing in respect of each Incentive Stock Option shall
be made so that such Incentive Stock Option shall continue to be an Incentive Stock Option, as defined in Section 422 of the Code.


 


3.10


No director or person acting pursuant to authority delegated by the Board shall be liable for any action or determination under
the Plan made in good faith. The members of the Board shall be entitled to indemnification by the Company in the manner and to
the extent set forth in the Company’s Articles of Incorporation, as amended, Bylaws or as otherwise provided from time to
time regarding indemnification of Directors.


 


3.11


The Board shall be authorized to make adjustments in any performance based criteria or in the other
terms and conditions of outstanding Awards in recognition of unusual or nonrecurring events affecting the Company (or any Affiliate,
if applicable) or its financial statements or changes in applicable laws, regulations or accounting principles. The Board 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 necessary or desirable to reflect any such adjustment. In the event the Company (or any Affiliate, 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 corporation or business entity, the Board may, in its sole discretion, make such adjustments in
the terms of outstanding Awards under the Plan as it shall deem appropriate.


 


3.12


Subject to the express provisions of the Plan, the Board shall have full power and authority to determine whether, to what extent
and under what circumstances any outstanding Award shall be terminated, canceled, forfeited or suspended. Notwithstanding the
foregoing or any other provision of the Plan or an Award Agreement, all Awards to any Participant that are subject to any restriction
or have not been earned or exercised in full by the Participant shall be terminated and canceled if the Participant is terminated
for cause, as determined by the Board in its sole discretion.


 




    	 



    	 



    

ARTICLE
IV -- INCENTIVE STOCK OPTIONS


 


4.1


The Board, in its sole discretion, may from time to time on or after the Effective Date grant
Incentive Stock Options to Eligible Employees, subject to the provisions of this Article IV and Articles III and VI and subject
to the following conditions:


 


(a)


Incentive
Stock Options shall be granted only to Eligible Employees, each of whom may be granted one or more of such Incentive Stock Options
at such time or times determined by the Board.


 


(b)


The Option Price per share of Common Stock for an Incentive Stock Option shall be set in the Award Agreement, but shall not be
less than (i) one hundred percent (100%) of the Fair Market Value of the Common Stock at the Grant Date, or (ii) in the case of
an Incentive Stock Option granted to a Ten Percent Stockholder, one hundred ten percent (110%) of the Fair Market Value of the
Common Stock at the Grant Date.


 


(c)


An Incentive Stock Option may be exercised in full or in part from time to time within ten (10) years
from the Grant Date, or such shorter period as may be specified by the Board as the Option Period and set forth in the Award Agreement;
provided, however, that, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, such period shall not
exceed five (5) years from the Grant Date; and further, provided that, in any event, the Incentive Stock Option shall lapse and
cease to be exercisable upon a Termination of Service or within such period following a Termination of Service as shall have been
determined by the Board and set forth in the related Award Agreement; and provided, further, that such period shall not exceed
the period of time ending on the date three (3) months following a Termination of Service, unless employment shall have terminated:


 


(i)


as a result of Disability, in which event such period shall not exceed the period of time ending on the
date twelve (12) months following a Termination of Service; or


 


(ii)


as a result of death, or if death shall have occurred following a Termination of Service (other than as a result
of Disability) and during the period that the Incentive Stock Option was still exercisable, in which event such period may not
exceed the period of time ending on the earlier of the date twelve (12) months after the date of death;


 


and
provided, further, that such period following a Termination of Service or death shall in no event extend beyond the original Option
Period of the Incentive Stock Option.


 


(d)


The aggregate Fair Market Value of the shares of Common Stock with respect to which any Incentive Stock Options (whether under
this Plan or any other plan established by the Company) are first exercisable during any calendar year by any Eligible Employee
shall not exceed one hundred thousand dollars ($100,000), determined based on the Fair Market Value(s) of such shares as of their
respective Grant Dates; provided, however, that to the extent permitted under Section 422 of the Code, if the aggregate Fair Market
Values of the shares of Common Stock with respect to which Stock Options intended to be Incentive Stock Options are first exercisable
by any Eligible Employee during any calendar year (whether such Stock Options are granted under this Plan or any other plan established
by the Company) exceed one hundred thousand dollars ($100,000), the Stock Options or portions thereof which exceed such limit
(according to the order in which they were granted) shall be treated as Nonqualified Stock Options.


 


(e)


No Incentive Stock Options may be granted more than ten (10) years from the Effective Date.


 


(f)


The
Award Agreement for each Incentive Stock Option shall provide that the Participant shall notify the Company if such
Participant sells or otherwise transfers any shares of Common Stock acquired upon exercise of the Incentive Stock Option
within two (2) years of the Grant Date of such Incentive Stock Option or within one (1) year of the date such shares were
acquired upon the exercise of such Incentive Stock Option.


 






    	 



    	 



    

 





4.2


Subject to the limitations of Section 3.4, the maximum aggregate number of shares of Common
Stock subject to Incentive Stock Option Awards shall be the maximum aggregate number of shares available for Awards under the
Plan.


 


4.3


The Board may provide for any other terms and conditions which it determines should
be imposed for an 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 or Articles III or VI, as determined in its sole discretion and set forth in the Award Agreement
for such Incentive Stock Option.


 


4.4


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.


 


ARTICLE
V -- NONQUALIFIED STOCK OPTIONS


 


5.1


The Board, in its sole discretion, may from time to time on or after the Effective Date grant
Nonqualified Stock Options to Eligible Persons, subject to the provisions of this Article V and Articles III and VI and subject
to the following conditions:


 


(a)


Nonqualified Stock Options may be granted to any Eligible Person, each of whom may be granted one or more of such Nonqualified
Stock Options, at such time or times determined by the Board.


 


(b)


The Option Price per share of Common Stock for a Nonqualified Stock Option shall be set in the Award Agreement and may be less
than one hundred percent (100%) of the Fair Market Value of the Common Stock at the Grant Date; provided, however, that the exercise
price of each Nonqualified Stock Option granted under the Plan shall in no event be less than the par value per share of the Company’s
Common Stock.


 


(c)


A Nonqualified Stock Option may be exercised in full or in part from time to time within the Option Period specified by the Board
and set forth in the Award Agreement; provided, however, that, in any event, the Nonqualified Stock Option shall lapse and cease
to be exercisable upon a Termination of Service or within such period following a Termination of Service as shall have been determined
by the Board and set forth in the related Award Agreement.


 


5.2


The Board may provide for any other terms and conditions for a Nonqualified Stock Option not inconsistent with this Article V
or Articles III or VI, as determined in its sole discretion and set forth in the Award Agreement for such Nonqualified Stock Option. 


 


ARTICLE
VI -- INCIDENTS OF STOCK OPTIONS


 


6.1


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


 


6.2


Except
as hereinafter described, a Stock Option 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 the Participant or the
Participant’s guardian or legal representative. In the event of the death of a Participant, any unexercised Stock
Options may be exercised to the extent otherwise provided herein or in such Participant’s Award Agreement by the
executor or personal representative of such Participant’s estate or by any person who acquired the right to exercise
such Stock Options by bequest under the Participant’s will or by inheritance. The Board, in its sole discretion,
may at any time permit a Participant to transfer a Nonqualified Stock Option for no consideration to or for the benefit of
one or more members of the Participant’s Immediate Family (including, without limitation, to a trust for the benefit of
the Participant and/or one or more members of such Participant’s Immediate Family or a corporation, partnership or
limited liability company established and controlled by the Participant and/or one or more members of such
Participant’s Immediate Family), subject to such limits as the Board may establish. The transferee of such Nonqualified
Stock Option shall remain subject to all terms and conditions applicable to such Nonqualified Stock Option prior to such
transfer. The foregoing right to transfer the Nonqualified Stock Option, if granted by the Board shall apply to the right to
consent to amendments to the Award Agreement.


 






    	 



    	 



    




 


6.3


Shares of Common 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 Board, subject to limitations set forth in the Stock
Option Award Agreement. The Board may, in its sole discretion, permit the exercise of a Stock Option by payment in cash or by
tendering shares of Common Stock (either by actual delivery of such shares or by attestation), or any combination thereof, as
determined by the Board. In the sole discretion of the Board, payment in shares of Common Stock also may be made with shares received
upon the exercise or partial exercise of the Stock Option, whether or not involving a series of exercises or partial exercises
and whether or not share certificates for such shares surrendered have been delivered to the Participant. The Board also may,
in its sole discretion, permit the payment of the exercise price of a Stock Option by the voluntary surrender of all or a portion
of the Stock Option. Shares of Common Stock previously held by the Participant and surrendered in payment of the Option Price
of a Stock Option shall be valued for such purpose at the Fair Market Value thereof on the date the Stock Option is exercised.


 


6.4


The holder of a Stock Option shall have no rights as a shareholder with respect to any shares
covered by the Stock Option (including, without limitation, any voting rights, the right to inspect or receive the Company’s
balance sheets or financial statements or any rights to receive dividends or non-cash distributions with respect to such shares)
until such time as the holder has exercised the Stock Option and then only with respect to the number of shares which are the
subject of the exercise. No adjustment shall be made for dividends or other rights for which the record date is prior to the date
such stock certificate is issued.


 


6.5


The
Board may 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 Common 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 such Option Price, during such
Option Period and on such other terms and conditions as are specified by the Board at the time the new Stock Option is granted.
Upon surrender, the Stock Options surrendered shall be canceled and the shares of Common Stock previously subject to them shall
be available for the grant of other Stock Options.


 


6.6


The
Board may at any time offer to purchase a Participant’s outstanding Stock Option for a payment equal to the value of such
Stock Option payable in cash, shares of Common Stock or Restricted Stock or other property upon surrender of the Participant’s
Stock Option, based on such terms and conditions as the Board shall establish and communicate to the Participant at the time that
such offer is made. 


 


6.7


The Board shall have the discretion, exercisable either at the time the Award is granted or
at the time the Participant discontinues employment, to establish as a provision applicable to the exercise of one or more Stock
Options that, during a limited period of exercisability following a Termination of Service, the Stock Option may be exercised
not only with respect to the number of shares of Common Stock for which it is exercisable at the time of the Termination of Service
but also with respect to one or more subsequent installments for which the Stock Option would have become exercisable had the
Termination of Service not occurred. 


 






    	 



    	 



    

 





ARTICLE
VII -- RESTRICTED STOCK


 


7.1


The
Board, in its sole discretion, may from time to time on or after the Effective Date award shares of Restricted Stock to
Eligible Persons as a reward for past service and an incentive for the performance of future services that will
contribute materially to the successful operation of the Company and its Affiliates, subject to the terms and conditions set
forth in this Article VII.


 


7.2


The Board shall determine the terms and conditions of any Award of Restricted Stock,
which shall be set forth in the related Award Agreement, including without limitation:


 


(a)


the purchase price, if any, to be paid for such Restricted Stock, which may be zero, subject to such minimum
consideration as may be required by applicable law;


 


(b)


the duration of the Restriction Period or Restriction Periods with respect to such Restricted Stock and whether
any events may accelerate or delay the end of such Restriction Period(s);


 


(c)


the circumstances upon which the restrictions or limitations shall lapse, and whether such restrictions or limitations
shall lapse as to all shares of Restricted Stock at the end of the Restriction Period or as to a portion of the shares of Restricted
Stock in installments during the Restriction Period by means of one or more vesting schedules;


 


(d)


whether such Restricted Stock is subject to repurchase by the Company or to a right of first refusal at a predetermined price
or if the Restricted Stock may be forfeited entirely under certain conditions;


 


(e)


whether
any performance goals may apply to a Restriction Period to shorten or lengthen such period; and


 


(f)


whether dividends and other distributions with respect to such Restricted Stock are to be paid currently to the Participant or
withheld by the Company for the account of the Participant.


 


7.3


Awards of Restricted Stock must be accepted within a period of thirty (30) days after the Grant Date (or such shorter or longer
period as the Board may specify at such time) by executing an Award Agreement with respect to such Restricted Stock and tendering
the purchase price, if any. A prospective recipient of an Award of Restricted Stock shall not have any rights with respect to
such Award, unless such recipient has executed an Award Agreement with respect to such Restricted Stock, has delivered a fully
executed copy thereof to the Board and has otherwise complied with the applicable terms and conditions of such Award.


 


7.4


In
the sole discretion of the Board and as set forth in the Award Agreement for an Award of Restricted Stock, all shares of Restricted
Stock held by a Participant and still subject to restrictions shall be forfeited by the Participant upon the Participant’s
Termination of Service and shall be reacquired, canceled and retired by the Company. Notwithstanding the foregoing, unless otherwise
provided in an Award Agreement with respect to an Award of Restricted Stock, in the event of the death, Disability or Retirement
of a Participant during the Restriction Period, or in other cases of special circumstances (including hardship or other special
circumstances of a Participant whose employment is involuntarily terminated), the Board may elect to waive in whole or in part
any remaining restrictions with respect to all or any part of such Participant’s Restricted Stock, if it finds that a waiver
would be appropriate.


 


7.5


Except as otherwise provided in this Article VII, no shares of Restricted Stock received by a Participant shall be sold, exchanged,
transferred, pledged, hypothecated or otherwise disposed of during the Restriction Period.


 


7.6


Upon
an Award of Restricted Stock to a Participant, a certificate or certificates representing the shares of such Restricted
Stock will be issued to and registered in the name of the Participant. Unless otherwise determined by the Board, such
certificate or certificates will be held in custody by the Company until (i) the Restriction Period expires and the
restrictions or limitations lapse, in which case one or more certificates representing such shares of Restricted Stock that
do not bear a restrictive legend (other than any legend as required under applicable federal or state securities laws) shall
be delivered to the Participant, or (ii) a prior forfeiture by the Participant of the shares of Restricted Stock subject to
such Restriction Period, in which case the Company shall cause such certificate or certificates to be canceled and the shares
represented thereby to be retired, all as set forth in the Participant’s Award Agreement. It shall be a condition of an
Award of Restricted Stock that the Participant deliver to the Company a stock power endorsed in blank relating to the shares
of Restricted Stock to be held in custody by the Company.


 






    	 



    	 



    




 


7.7


Except as provided in this Article VII or in the related Award Agreement, a Participant receiving an Award of shares of Restricted
Stock Award shall have, with respect to such shares, all rights of a shareholder of the Company, including the right to vote the
shares and the right to receive any distributions, unless and until such shares are otherwise forfeited by such Participant; provided,
however, the Board may require that any cash dividends with respect to such shares of Restricted Stock be automatically reinvested
in additional shares of Restricted Stock subject to the same restrictions as the underlying Award, or may require that cash dividends
and other distributions on Restricted Stock be withheld by the Company or its Affiliates for the account of the Participant. The
Board shall determine whether interest shall be paid on amounts withheld, the rate of any such interest, and the other terms applicable
to such withheld amounts.


 


ARTICLE
VIII -- STOCK AWARDS


 


8.1


The Board, in its sole discretion, may from time to time on or after the Effective Date grant Stock Awards to Eligible Persons
in payment of compensation that has been earned or as compensation to be earned, including without limitation compensation awarded
or earned concurrently with or prior to the grant of the Stock Award, subject to the terms and conditions set forth in this Article
VIII.


 


8.2


For the purposes of this Plan, in determining the value of a Stock Award, all shares
of Common Stock subject to such Stock Award shall be set in the Award Agreement and may be less than one hundred percent (100%)
of the Fair Market Value of the Common Stock at the Grant Date.


 


8.3


Unless otherwise determined by the Board and set forth in the related Award Agreement,
shares of Common Stock subject to a Stock Award will be issued, and one or more certificates representing such shares will be
delivered, to the Participant as soon as practicable following the Grant Date of such Stock Award. Upon the issuance of such shares
and the delivery of one or more certificates representing such shares to the Participant, such Participant shall be and become
a shareholder of the Company fully entitled to receive dividends, to vote and to exercise all other rights of a shareholder of
the Company. Notwithstanding any other provision of this Plan, unless the Board expressly provides otherwise with respect to a
Stock Award, as set forth in the related Award Agreement, no Stock Award shall be deemed to be an outstanding Award for purposes
of the Plan.


 


ARTICLE
IX -- PERFORMANCE SHARES


 


9.1


The Board, in its sole discretion, may from time to time on or after the Effective Date
award Performance Shares to Eligible Persons as an incentive for the performance of future services that will contribute materially
to the successful operation of the Company and its Affiliates, subject to the terms and conditions set forth in this Article IX.


 


9.2


The Board shall determine the terms and conditions of any Award of Performance Shares,
which shall be set forth in the related Award Agreement, including without limitation:


 


(a)


the purchase price, if any, to be paid for such Performance Shares, which may be zero, subject to such
minimum consideration as may be required by applicable law;


 


(b)


the performance period (the “Performance Period”) and/or performance objectives (the “Performance
Objectives”) applicable to such Awards;


 


(c)


the number of Performance Shares that shall be paid to the Participant if the applicable Performance Objectives
are exceeded or met in whole or in part; and


 




    	 



    	 



    

 


(d)


the form of settlement of a Performance Share.


 


9.3


At any date, each Performance Share shall have a value equal to the Fair Market Value of a share of Common Stock.


 


9.4


Performance Periods may overlap, and Participants may participate simultaneously with
respect to Performance Shares for which different Performance Periods are prescribed. 


 


9.5


Performance Objectives may vary from Participant to Participant and between Awards and shall be based upon such performance criteria
or combination of factors as the Board may deem appropriate, including, but not limited to, minimum earnings per share or return
on equity. If during the course of a Performance Period there shall occur significant events which the Board expects to have a
substantial effect on the applicable Performance Objectives during such period, the Board may revise such Performance Objectives.


 


9.6


In the sole discretion of the Board and as set forth in the Award Agreement for an Award
of Performance Shares, all Performance Shares held by a Participant and not earned shall be forfeited by the Participant upon
the Participant’s Termination of Service. Notwithstanding the foregoing, unless otherwise provided in an Award Agreement
with respect to an Award of Performance Shares, in the event of the death, Disability or Retirement of a Participant during the
applicable Performance Period, or in other cases of special circumstances (including hardship or other special circumstances of
a Participant whose employment is involuntarily terminated), the Board may determine to make a payment in settlement of such Performance
Shares at the end of the Performance Period, based upon the extent to which the Performance Objectives were satisfied at the end
of such period and pro-rated for the portion of the Performance Period during which the Participant was employed by the Company
or an Affiliate; provided, however, that the Board may provide for an earlier payment in settlement of such Performance Shares
in such amount and under such terms and conditions as the Board deems appropriate or desirable.


 


9.7


The settlement of a Performance Share shall be made in cash, whole shares of Common
Stock or a combination thereof and shall be made as soon as practicable after the end of the applicable Performance Period. Notwithstanding
the foregoing, the Board in its sole discretion may allow a Participant to defer payment in settlement of Performance Shares on
terms and conditions approved by the Board and set forth in the related Award Agreement entered into in advance of the time of
receipt or constructive receipt of payment by the Participant.


 


9.8


Performance Shares shall not be transferable by the Participant. The Board shall have the authority to place additional restrictions
on the Performance Shares including, but not limited to, restrictions on transfer of any shares of Common Stock that are delivered
to a Participant in settlement of any Performance Shares.


 


ARTICLE
X -- CHANGES OF CONTROL OR OTHER FUNDAMENTAL CHANGES


 


10.1


Upon the occurrence of a Change of Control and unless otherwise provided in the Award Agreement
with respect to a particular Award:


 


(a)


all outstanding Stock Options shall become immediately exercisable in full, subject to any appropriate
adjustments in the number of shares subject to the Stock Option and the Option Price, and shall remain exercisable for the remaining
Option Period, regardless of any provision in the related Award Agreement limiting the exercisability of such Stock Option or
any portion thereof for any length of time;


 


(b)


all outstanding Performance Shares with respect to which the applicable Performance Period has not been completed shall be paid
out as soon as practicable as follows:


 




    	 



    	 



    

(i)


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


 


(ii)


the applicable Performance Period shall be deemed to have been completed upon occurrence of the Change of Control;


 


(iii)


the payment to the Participant in settlement of the Performance Shares shall be the amount determined by the Board,
in its sole discretion, or in the manner stated in the Award Agreement, as 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 occurrence of the Change of
Control, and the denominator of which is the total number of months in the original Performance Period; and


 


(iv)


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


 


(c)


all outstanding shares of Restricted Stock with respect to which the restrictions have not lapsed shall be deemed vested, and
all such restrictions shall be deemed lapsed and the Restriction Period ended.


 


10.2


Anything contained herein to the contrary notwithstanding, upon the dissolution or liquidation of
the Company, each Award granted under the Plan and then outstanding shall terminate; provided, however, that following the adoption
of a plan of dissolution or liquidation, and in any event prior to the effective date of such dissolution or liquidation, each
such outstanding Award granted hereunder shall be exercisable in full and all restrictions shall lapse, to the extent set forth
in Section 10.1(a), (b) and (c) above.


 


10.3


After the merger of one or more corporations into the Company or any Affiliate, any merger of the
Company into another corporation, any consolidation of the Company or any Affiliate of the Company and one or more corporations,
or any other corporate reorganization of any form involving the Company as a party thereto and involving any exchange, conversion,
adjustment or other modification of the outstanding shares of the Common Stock, each Participant shall, at no additional cost,
be entitled, upon any exercise of such Participant’s Stock Option, to receive, in lieu of the number of shares as to which
such Stock Option shall then be so exercised, the number and class of shares of stock or other securities or such other property
to which such Participant would have been entitled to pursuant to the terms of the agreement of merger or consolidation or reorganization,
if at the time of such merger or consolidation or reorganization, such Participant had been a holder of record of a number of
shares of Common Stock equal to the number of shares as to which such Stock Option shall then be so exercised. Comparable rights
shall accrue to each Participant in the event of successive mergers, consolidations or reorganizations of the character described
above. The Board may, in its sole discretion, provide for similar adjustments upon the occurrence of such events with regard to
other outstanding Awards under this Plan. The foregoing adjustments and the manner of application of the foregoing provisions
shall be determined by the Board in its sole discretion. Any such adjustment may provide for the elimination of any fractional
shares which might otherwise become subject to an Award. All adjustments made as the result of the foregoing in respect of each
Incentive Stock Option shall be made so that such Incentive Stock Option shall continue to be an Incentive Stock Option, as defined
in Section 422 of the Code.


 


ARTICLE
XI -- AMENDMENT AND TERMINATION


 


11.1


Subject to the provisions of Section 11.2, the Board of Directors at any time and from time to time
may amend or terminate the Plan as may be necessary or desirable to implement or discontinue the Plan or any provision hereof.
To the extent required by the Act or the Code, however, no amendment, without approval by the Company’s shareholders, shall:


 


(a)


materially alter the group of persons eligible to participate in the Plan;


 




    	 



    	 



    

 


(b)


except as provided in Section 3.4, change the maximum aggregate number of shares of Common Stock that are available
for Awards under the Plan;


 


(c)


alter the class of individuals eligible to receive an Incentive Stock Option or increase the limit on
Incentive Stock Options set forth in Section 4.1(d) or the value of shares of Common Stock for which an Eligible Employee may
be granted an Incentive Stock Option.


 


11.2


No amendment to or discontinuance of the Plan or any provision hereof by the Board of Directors or the shareholders of the Company
shall, without the written consent of the Participant, adversely affect (in the sole discretion of the Board) any Award theretofore
granted to such Participant under this Plan; provided, however, that the Board retains the right and power to:


 


(a)


annul any Award if the Participant is terminated for cause as determined by the Board; and


 


(b)


convert any outstanding Incentive Stock Option to a Nonqualified Stock Option.


 


11.3


If a Change of Control has occurred, no amendment or termination shall impair the rights of any person with respect to an outstanding
Award as provided in Article X.


 


ARTICLE
XII -- MISCELLANEOUS PROVISIONS


 


12.1


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 its Affiliates or to serve as a Director or shall interfere in any way with the right
of the Company or its Affiliates or the shareholders of the Company, as applicable, to terminate the employment of a Participant
or to release or remove a Director 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 Affiliates for the benefit of their respective employees unless the Company shall determine otherwise. No Participant
shall have any claim to an Award until it is actually granted under the Plan and an Award Agreement has been executed and delivered
to the Company. 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 Board, 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, except as provided in Article VII with
respect to Restricted Stock and except as otherwise provided by the Board. 


 


12.2


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 of the Act.


 


12.3


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


 


12.4


Neither a Stock Option nor any other type of equity-based compensation provided for hereunder shall be transferable except as
provided for in Section 6.2. In addition to the transfer restrictions otherwise contained herein, additional transfer restrictions
shall apply to the extent required by federal or state securities laws. If any Participant makes such a transfer in violation
hereof, any obligation hereunder of the Company to such Participant shall terminate immediately.


 


12.5


This Plan and all actions taken hereunder shall be governed by the laws of the State of Nevada.


 




    	 



    	 



    

12.6


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


 


12.7


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 Board, 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 Board, 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. 


 


12.8


The grant of an Award pursuant to this Plan shall not affect in any way the right or power of the
Company or any of its Affiliates to make adjustments, reclassification, reorganizations, or changes of its capital or business
structure, or to merge or consolidate, or to dissolve, liquidate or sell, or to transfer all or part of its business or assets.


 


12.9


The Plan is not subject to the provisions of ERISA or qualified under Section 401(a) of the Code.


 


12.10


If a Participant is required to pay to the Company an amount with respect to income and employment tax withholding obligations
in connection with (i) the exercise of a Nonqualified Stock Option, (ii) certain dispositions of Common Stock acquired upon the
exercise of an Incentive Stock Option, or (iii) the receipt of Common Stock pursuant to any other Award, then the issuance of
Common Stock to such Participant shall not be made (or the transfer of shares by such Participant shall not be required to be
effected, as applicable) unless such withholding tax or other withholding liabilities shall have been satisfied in a manner acceptable
to the Company. To the extent provided by the terms of an Award Agreement, the Participant may satisfy any federal, state or local
tax withholding obligation relating to the exercise or acquisition of Common Stock under an Award by any of the following means
(in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination
of such means: (i) tendering a cash payment; (ii) authorizing the Company to withhold shares of Common Stock from the shares of
Common Stock otherwise issuable to the Participant as a result of the exercise or acquisition of Common Stock under the Award,
provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be
withheld by law; or (iii) delivering to the Company owned and unencumbered shares of Common Stock.


 


Adopted
by the Board of Directors on December 27, 2013, and ratified by the stockholders of the Company on February 13, 2014. Amended
by the Board of Directors on February 8, 2016 and ratified by the stockholders of the Company on March 29, 2016. Amended by the
Board of Directors on December 17, 2018 and ratified by the stockholders of the Company on February 19, 2019.