Exhibit
10.1


 


INTERNATIONAL
LAND ALLIANCE, INC.


2019
EQUITY INCENTIVE PLAN


 


1.
PURPOSE. The purpose of this Plan is to provide incentives to attract and retain and motivate eligible persons whose present
and potential contributions are important to the success of the Company, and any Parents and Subsidiaries that exist now or in
the future, by offering them an opportunity to participate in the Company’s future performance through the grant of Awards.
Capitalized terms not defined elsewhere in the text are defined in Section 27.


 


2.
SHARES SUBJECT TO THE PLAN.


 


2.1
Number of Shares Available. Subject to Sections 2.6 and 21 and any other applicable provisions hereof, the total number
of Shares reserved and available for grant and issuance pursuant to this Plan as of the date of adoption of the Plan by the Board
is 3,000,000 shares.


 


2.2
Lapsed, Returned Awards. Shares subject to Awards, and Shares issued under the Plan under any Award, will again be available
for grant and issuance in connection with subsequent Awards under this Plan to the extent such Shares: (a) are subject to issuance
upon exercise of an Option or SAR granted under this Plan but which cease to be subject to the Option or SAR for any reason other
than exercise of the Option or SAR; (b) are subject to Awards granted under this Plan that are forfeited or are repurchased by
the Company at the original issue price; (c) are subject to Awards granted under this Plan that otherwise terminate without such
Shares being issued; or (d) are surrendered pursuant to an Exchange Program. To the extent an Award under the Plan is paid out
in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the
Plan. Shares used or withheld to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an
Award will become available for future grant or sale under the Plan. For the avoidance of doubt, Shares that otherwise become
available for grant and issuance because of the provisions of this Section 2.2 shall not include Shares subject to Awards that
initially became available because of the substitution clause in Section 21.2 hereof.


 


2.3
Minimum Share Reserve. At all times the Company shall reserve and keep available a sufficient number of Shares as shall
be required to satisfy the requirements of all outstanding Awards granted under this Plan.


 


2.4
Automatic Share Reserve Increase. The number of Shares available for grant and issuance under the Plan shall be increased
on January 1, of each of the ten (10) calendar years during the term of the Plan, by such number of Shares determined by the Board.


 


2.5
Limitations . No more than 3,000,000 Shares shall be issued pursuant to the exercise of ISO’s.


 


2.6
Adjustment of Shares . If the number of outstanding Shares is changed by a stock dividend, recapitalization, stock split,
reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company, without
consideration, then (a) the number of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, (b)
the Exercise Prices of and number of Shares subject to outstanding Options and SARs, (c) the number of Shares subject to other
outstanding Awards, (d) the maximum number of shares that may be issued as ISO’s set forth in Section 2.5, (e) the maximum
number of Shares that may be issued to an individual or to a new Employee in any one calendar year set forth in Section 3 and
(f) the number of Shares that are granted as Awards to Non-Employee Directors as set forth in Section 12, shall be proportionately
adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities
laws; provided that fractions of a Share will not be issued.


 


3.
ELIGIBILITY. ISO’s may be granted only to Employees. All other Awards may be granted to Employees, Consultants, Directors
and Non-Employee Directors of the Company or any Parent or Subsidiary of the Company; provided such Consultants, Directors and
Non-Employee Directors render bona fide services not in connection with the offer and sale of securities in a capital-raising
transaction. No Employee will be eligible to receive more than 300,000 Shares in any calendar year under this Plan pursuant to
the grant of Awards.


 


4.
ADMINISTRATION.


 


4.1
Committee Composition; Authority. This Plan will be administered by the Committee or by the Board acting as the Committee.
Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have
full power to implement and carry out this Plan, except, however, the Board shall establish the terms for the grant of an Award
to Non-Employee Directors. The Committee will have the authority to:


 


(a)
construe and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan;


 


(b)
prescribe, amend and rescind rules and regulations relating to this Plan or any Award;


 




    	 	 	 



     


    

 


(c)
select persons to receive Awards;


 


(d)
determine the form and terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such
terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may vest and be exercised
(which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction
or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Committee will determine;


 


(e)
determine the number of Shares or other consideration subject to Awards;


 


(f)
determine the Fair Market Value in good faith and interpret the applicable provisions of this Plan and the definition of Fair
Market Value in connection with circumstances that impact the Fair Market Value, if necessary;


 


(g)
determine whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to,
other Awards under this Plan or any other incentive or compensation plan of the Company or any Parent or Subsidiary of the Company;


 


(h)
grant waivers of Plan or Award conditions;


 


(i)
determine the vesting, exercisability and payment of Awards;


 


(j)
correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement;


 


 


(k)
determine whether an Award has been earned;


 


(l)
determine the terms and conditions of any, and to institute any Exchange Program;


 


(m)
reduce or waive any criteria with respect to Performance Factors;


 


(n)
adjust Performance Factors to take into account changes in law and accounting or tax rules as the Committee deems necessary or
appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships provided
that such adjustments are consistent with the regulations promulgated under Section 162(m) of the Code with respect to persons
whose compensation is subject to Section 162(m) of the Code;


 


(o)
adopt rules and/or procedures (including the adoption of any subplan under this Plan) relating to the operation and administration
of the Plan to accommodate requirements of local law and procedures outside of the United States;


 


(p)
make all other determinations necessary or advisable for the administration of this Plan; and


 


(q)
delegate any of the foregoing to a subcommittee consisting of one or more executive officers pursuant to a specific delegation.


 


4.2
Committee Interpretation and Discretion . Any determination made by the Committee with respect to any Award shall be made
in its sole discretion at the time of grant of the Award or, unless in contravention of any express term of the Plan or Award,
at any later time, and such determination shall be final and binding on the Company and all persons having an interest in any
Award under the Plan. Any dispute regarding the interpretation of the Plan or any Award Agreement shall be submitted by the Participant
or Company to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on the Company
and the Participant. The Committee may delegate to one or more executive officers the authority to review and resolve disputes
with respect to Awards held by Participants who are not Insiders, and such resolution shall be final and binding on the Company
and the Participant.


 


4.3
Section 162(m) of the Code and Section 16 of the Exchange Act . When necessary or desirable for an Award to qualify as
“performance-based compensation” under Section 162(m) of the Code the Committee shall include at least two persons
who are “outside directors” (as defined under Section 162(m) of the Code) and at least two (or a majority if more
than two then serve on the Committee) such “outside directors” shall approve the grant of such Award and timely determine
(as applicable) the Performance Period and any Performance Factors upon which vesting or settlement of any portion of such Award
is to be subject. When required by Section 162(m) of the Code, prior to settlement of any such Award at least two (or a majority
if more than two then serve on the Committee) such “outside directors” then serving on the Committee shall determine
and certify in writing the extent to which such Performance Factors have been timely achieved and the extent to which the Shares
subject to such Award have thereby been earned. Awards granted to Participants who are subject to Section 16 of the Exchange Act
must be approved by two or more “non-employee directors” (as defined in the regulations promulgated under Section
16 of the Exchange Act). With respect to Participants whose compensation is subject to Section 162(m) of the Code, and provided
that such adjustments are consistent with the regulations promulgated under Section 162(m) of the Code, the Committee may adjust
the performance goals to account for changes in law and accounting and to make such adjustments as the Committee deems necessary
or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships,
including without limitation (i) restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring
charges, (ii) an event either not directly related to the operations of the Company or not within the reasonable control of the
Company’s management, or (iii) a change in accounting standards required by generally accepted accounting principles.


 




    	 	 	 



     


    

 


4.4
Documentation. The Award Agreement for a given Award, the Plan and any other documents may be delivered to, and accepted
by, a Participant or any other person in any manner (including electronic distribution or posting) that meets applicable legal
requirements.


 


5.
OPTIONS. The Committee may grant Options to Participants and will determine whether such Options will be Incentive Stock
Options within the meaning of the Code (“ISO’s”) or Nonqualified Stock Options (“NQSO’s
”), the number of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option
may vest and be exercised, and all other terms and conditions of the Option, subject to the following:


 


5.1
Option Grant . Each Option granted under this Plan will identify the Option as an ISO or an NQSO. An Option may be, but
need not be, awarded upon satisfaction of such Performance Factors during any Performance Period as are set out in advance in
the Participant’s individual Award Agreement. If the Option is being earned upon the satisfaction of Performance Factors,
then the Committee will: (x) determine the nature, length and starting date of any Performance Period for each Option; and (y)
select from among the Performance Factors to be used to measure the performance, if any. Performance Periods may overlap and Participants
may participate simultaneously with respect to Options that are subject to different performance goals and other criteria.


 


5.2
Date of Grant . The date of grant of an Option will be the date on which the Committee makes the determination to grant
such Option, or a specified future date. The Award Agreement and a copy of this Plan will be delivered to the Participant within
a reasonable time after the granting of the Option.


 


5.3
Exercise Period . Options may be vested and exercisable within the times or upon the conditions as set forth in the Award
Agreement governing such Option; provided, however, that no Option will be exercisable after the expiration of ten (10) years
from the date the Option is granted; and provided further that no ISO granted to a person who, at the time the ISO is granted,
directly or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of the
Company or of any Parent or Subsidiary of the Company (“ Ten Percent Stockholder ”) will be exercisable after
the expiration of five (5) years from the date the ISO is granted. The Committee also may provide for Options to become exercisable
at one time or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee
determines.


 


5.4
Exercise Price. The Exercise Price of an Option will be determined by the Committee when the Option is granted; provided
that: (i) the Exercise Price of an Option will be not less than one hundred percent (100%) of the Fair Market Value of the Shares
on the date of grant and (ii) the Exercise Price of any ISO granted to a Ten Percent Stockholder will not be less than one hundred
ten percent (110%) of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased may be made in
accordance with Section 11 and the Award Agreement and in accordance with any procedures established by the Company.


 


5.5
Method of Exercise. Any Option granted hereunder will be vested and exercisable according to the terms of the Plan and
at such times and under such conditions as determined by the Committee and set forth in the Award Agreement. An Option may not
be exercised for a fraction of a Share. An Option will be deemed exercised when the Company receives: (i) notice of exercise (in
such form as the Committee may specify from time to time) from the person entitled to exercise the Option, and (ii) full payment
for the Shares with respect to which the Option is exercised (together with applicable withholding taxes). Full payment may consist
of any consideration and method of payment authorized by the Committee and permitted by the Award Agreement and the Plan. Shares
issued upon exercise of an Option will be issued in the name of the Participant. Until the Shares are issued (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or
receive dividends or any other rights as a stockholder will exist with respect to the Shares, notwithstanding the exercise of
the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will
be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided
in Section 2.6 of the Plan. Exercising an Option in any manner will decrease the number of Shares thereafter available, both for
purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.


 


5.6
Termination. The exercise of an Option will be subject to the following (except as may be otherwise provided in an Award
Agreement):


 


(a)
If the Participant is Terminated for any reason except for Cause or the Participant’s death or Disability, then the Participant
may exercise such Participant’s Options only to the extent that such Options would have been exercisable by the Participant
on the Termination Date no later than ninety (90) days after the Termination Date (or such shorter time period or longer time
period not exceeding five (5) years as may be determined by the Committee, with any exercise beyond three (3) months after the
Termination Date deemed to be the exercise of an NQSO), but in any event no later than the expiration date of the Options.


 


(b)
If the Participant is Terminated because of the Participant’s death (or the Participant dies within ninety (90) days after
a Termination other than for Cause or because of the Participant’s Disability), then the Participant’s Options may
be exercised only to the extent that such Options would have been exercisable by the Participant on the Termination Date and must
be exercised by the Participant’s legal representative, or authorized assignee, no later than twelve (12) months after the
Termination Date (or such shorter time period not less than six (6) months or longer time period not exceeding five (5) years
as may be determined by the Committee), but in any event no later than the expiration date of the Options.


 




    	 	 	 



     


    

 


(c)
If the Participant is Terminated because of the Participant’s Disability, then the Participant’s Options may be exercised
only to the extent that such Options would have been exercisable by the Participant on the Termination Date and must be exercised
by the Participant (or the Participant’s legal representative or authorized assignee) no later than six (6) months after
the Termination Date (with any exercise beyond (a) three (3) months after the Termination Date when the Termination is for a Disability
that is not a “permanent and total disability” as defined in Section 22(e)(3) of the Code, or (b) twelve (12) months
after the Termination Date when the Termination is for a Disability that is a “permanent and total disability” as
defined in Section 22(e)(3) of the Code, deemed to be exercise of an NQSO), but in any event no later than the expiration date
of the Options.


 


(d)
If the Participant is terminated for Cause, then Participant’s Options shall expire on such Participant’s Termination
Date, or at such later time and on such conditions as are determined by the Committee, but in any no event later than the expiration
date of the Options. Unless otherwise provided in the Award Agreement, Cause will have the meaning set forth in the Plan.


 


5.7
Limitations on Exercise . The Committee may specify a minimum number of Shares that may be purchased on any exercise of
an Option, provided that such minimum number will not prevent any Participant from exercising the Option for the full number of
Shares for which it is then exercisable.


 


5.8
Limitations on ISO’s . With respect to Awards granted as ISO’s, to the extent that the aggregate Fair Market
Value of the Shares with respect to which such ISO’s are exercisable for the first time by the Participant during any calendar
year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options
will be treated as NQSO’s. For purposes of this Section 5.8, ISO’s will be taken into account in the order in which
they were granted. The Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares
is granted. In the event that the Code or the regulations promulgated thereunder are amended after the Effective Date to provide
for a different limit on the Fair Market Value of Shares permitted to be subject to ISO’s, such different limit will be
automatically incorporated herein and will apply to any Options granted after the effective date of such amendment.


 


5.9
Modification, Extension or Renewal . The Committee may modify, extend or renew outstanding Options and authorize the grant
of new Options in substitution therefor, provided that any such action may not, without the written consent of a Participant,
impair any of such Participant’s rights under any Option previously granted. Any outstanding ISO that is modified, extended,
renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code. Subject to Section 18 of this Plan,
by written notice to affected Participants, the Committee may reduce the Exercise Price of outstanding Options without the consent
of such Participants; provided, however, that the Exercise Price may not be reduced below the Fair Market Value on the date the
action is taken to reduce the Exercise Price.


 


5.10
No Disqualification . Notwithstanding any other provision in this Plan, no term of this Plan relating to ISO’s will
be interpreted, amended or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify
this Plan under Section 422 of the Code or, without the consent of the Participant affected, to disqualify any ISO under Section
422 of the Code.


 


6.
RESTRICTED STOCK AWARDS.


 


6.1
Awards of Restricted Stock . A Restricted Stock Award is an offer by the Company to sell to a Participant Shares that are
subject to restrictions (“Restricted Stock”). The Committee will determine to whom an offer will be made, the number
of Shares the Participant may purchase, the Purchase Price, the restrictions under which the Shares will be subject and all other
terms and conditions of the Restricted Stock Award, subject to the Plan.


 


6.2
Restricted Stock Purchase Agreement. All purchases under a Restricted Stock Award will be evidenced by an Award Agreement.
Except as may otherwise be provided in an Award Agreement, a Participant accepts a Restricted Stock Award by signing and delivering
to the Company an Award Agreement with full payment of the Purchase Price, within thirty (30) days from the date the Award Agreement
was delivered to the Participant. If the Participant does not accept such Award within thirty (30) days, then the offer of such
Restricted Stock Award will terminate, unless the Committee determines otherwise.


 


6.3
Purchase Price. The Purchase Price for a Restricted Stock Award will be determined by the Committee and may be less than
Fair Market Value on the date the Restricted Stock Award is granted. Payment of the Purchase Price must be made in accordance
with Section 11 of the Plan, and the Award Agreement and in accordance with any procedures established by the Company.


 


6.4
Terms of Restricted Stock Awards . Restricted Stock Awards will be subject to such restrictions as the Committee may impose
or are required by law. These restrictions may be based on completion of a specified number of years of service with the Company
or upon completion of Performance Factors, if any, during any Performance Period as set out in advance in the Participant’s
Award Agreement. Prior to the grant of a Restricted Stock Award, the Committee shall: (a) determine the nature, length and starting
date of any Performance Period for the Restricted Stock Award; (b) select from among the Performance Factors to be used to measure
performance goals, if any; and (c) determine the number of Shares that may be awarded to the Participant. Performance Periods
may overlap and a Participant may participate simultaneously with respect to Restricted Stock Awards that are subject to different
Performance Periods and having different performance goals and other criteria.


 


6.5
Termination of Participant . Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such
Participant’s Termination Date (unless determined otherwise by the Committee).


 




    	 	 	 



     


    

 


7.
STOCK BONUS AWARDS .


 


7.1
Awards of Stock Bonuses . A Stock Bonus Award is an award to an eligible person of Shares for services to be rendered or
for past services already rendered to the Company or any Parent or Subsidiary. All Stock Bonus Awards shall be made pursuant to
an Award Agreement. No payment from the Participant will be required for Shares awarded pursuant to a Stock Bonus Award.


 


7.2
Terms of Stock Bonus Awards . The Committee will determine the number of Shares to be awarded to the Participant under
a Stock Bonus Award and any restrictions thereon. These restrictions may be based upon completion of a specified number of years
of service with the Company or upon satisfaction of performance goals based on Performance Factors during any Performance Period
as set out in advance in the Participant’s Stock Bonus Agreement. Prior to the grant of any Stock Bonus Award the Committee
shall: (a) determine the nature, length and starting date of any Performance Period for the Stock Bonus Award; (b) select from
among the Performance Factors to be used to measure performance goals; and (c) determine the number of Shares that may be awarded
to the Participant. Performance Periods may overlap and a Participant may participate simultaneously with respect to Stock Bonus
Awards that are subject to different Performance Periods and different performance goals and other criteria.


 


7.3
Form of Payment to Participant . Payment may be made in the form of cash, whole Shares, services rendered, or a combination
thereof, based on the Fair Market Value of the Shares earned under a Stock Bonus Award on the date of payment, as determined in
the sole discretion of the Committee.


 


7.4
Termination of Participation . Except as may be set forth in the Participant’s Award Agreement, vesting ceases on
such Participant’s Termination Date (unless determined otherwise by the Committee).


 


8.
STOCK APPRECIATION RIGHTS.


 


8.1
Awards of SARs . A Stock Appreciation Right (“SAR”) is an award to a Participant that may be settled in cash,
or Shares (which may consist of Restricted Stock), having a value equal to (a) the difference between the Fair Market Value on
the date of exercise over the Exercise Price multiplied by (b) the number of Shares with respect to which the SAR is being settled
(subject to any maximum number of Shares that may be issuable as specified in an Award Agreement). All SARs shall be made pursuant
to an Award Agreement.


 


8.2
Terms of SARs . The Committee will determine the terms of each SAR including, without limitation: (a) the number of Shares
subject to the SAR; (b) the Exercise Price and the time or times during which the SAR may be settled; (c) the consideration to
be distributed on settlement of the SAR; and (d) the effect of the Participant’s Termination on each SAR. The Exercise Price
of the SAR will be determined by the Committee when the SAR is granted, and may not be less than Fair Market Value. A SAR may
be awarded upon satisfaction of Performance Factors, if any, during any Performance Period as are set out in advance in the Participant’s
individual Award Agreement. If the SAR is being earned upon the satisfaction of Performance Factors, then the Committee will:
(x) determine the nature, length and starting date of any Performance Period for each SAR; and (y) select from among the Performance
Factors to be used to measure the performance, if any. Performance Periods may overlap and Participants may participate simultaneously
with respect to SARs that are subject to different Performance Factors and other criteria.


 


8.3
Exercise Period and Expiration Date . A SAR will be exercisable within the times or upon the occurrence of events determined
by the Committee and set forth in the Award Agreement governing such SAR. The SAR Agreement shall set forth the expiration date;
provided that no SAR will be exercisable after the expiration of ten (10) years from the date the SAR is granted. The Committee
may also provide for SARs to become exercisable at one time or from time to time, periodically or otherwise (including, without
limitation, upon the attainment during a Performance Period of performance goals based on Performance Factors), in such number
of Shares or percentage of the Shares subject to the SAR as the Committee determines. Except as may be set forth in the Participant’s
Award Agreement, vesting ceases on such Participant’s Termination Date (unless determined otherwise by the Committee). Notwithstanding
the foregoing, the rules of Section 5.6 also will apply to SARs.


 


8.4
Form of Settlement . Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an amount
determined by multiplying (i) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise
Price; times (ii) the number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment
from the Company for the SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof. The portion
of a SAR being settled may be paid currently or on a deferred basis with such interest or dividend equivalent, if any, as the
Committee determines, provided that the terms of the SAR and any deferral satisfy the requirements of Section 409A of the Code.


 


8.5
Termination of Participation . Except as may be set forth in the Participant’s Award Agreement, vesting ceases on
such Participant’s Termination Date (unless determined otherwise by the Committee).


 


9.
RESTRICTED STOCK UNITS.


 


9.1
Awards of Restricted Stock Units . A Restricted Stock Unit (“RSU”) is an award to a Participant covering a
number of Shares that may be settled in cash, or by issuance of those Shares (which may consist of Restricted Stock). All RSU’s
shall be made pursuant to an Award Agreement.


 




    	 	 	 



     


    

 


9.2
Terms of RSU’s . The Committee will determine the terms of an RSU including, without limitation: (a) the number of
Shares subject to the RSU; (b) the time or times during which the RSU may be settled; (c) the consideration to be distributed
on settlement; and (d) the effect of the Participant’s Termination on each RSU. An RSU may be awarded upon satisfaction
of such performance goals based on Performance Factors during any Performance Period as are set out in advance in the Participant’s
Award Agreement. If the RSU is being earned upon satisfaction of Performance Factors, then the Committee will: (x) determine the
nature, length and starting date of any Performance Period for the RSU; (y) select from among the Performance Factors to be used
to measure the performance, if any; and (z) determine the number of Shares deemed subject to the RSU. Performance Periods may
overlap and participants may participate simultaneously with respect to RSU’s that are subject to different Performance
Periods and different performance goals and other criteria.


 


9.3
Form and Timing of Settlement . Payment of earned RSU’s shall be made as soon as practicable after the date(s) determined
by the Committee and set forth in the Award Agreement. The Committee, in its sole discretion, may settle earned RSU’s in
cash, Shares, or a combination of both. The Committee may also permit a Participant to defer payment under a RSU to a date or
dates after the RSU is earned provided that the terms of the RSU and any deferral satisfy the requirements of Section 409A of
the Code.


 


9.4
Termination of Participant . Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such
Participant’s Termination Date (unless determined otherwise by the Committee).


 


10.
PERFORMANCE AWARDS.


 


10.1
Performance Awards . A Performance Award is an award to a Participant of a cash bonus or a Performance Share bonus. Grants
of Performance Awards shall be made pursuant to an Award Agreement.


 


10.2
Terms of Performance Awards . The Committee will determine, and each Award Agreement shall set forth, the terms of each
award of Performance Award including, without limitation: (a) the amount of any cash bonus; (b) the number of Shares deemed subject
to a Performance Share bonus; (c) the Performance Factors and Performance Period that shall determine the time and extent to which
each Performance Award shall be settled; (d) the consideration to be distributed on settlement; and (e) the effect of the Participant’s
Termination on each Performance Award. In establishing Performance Factors and the Performance Period the Committee will: (x)
determine the nature, length and starting date of any Performance Period; and (y) select from among the Performance Factors to
be used. Prior to settlement the Committee shall determine the extent to which Performance Awards have been earned. Performance
Periods may overlap and Participants may participate simultaneously with respect to Performance Awards that are subject to different
Performance Periods and different performance goals and other criteria. No Participant will be eligible to receive more than $100,000
in Performance Awards in any calendar year under this Plan.


 


10.3
Value, Earning and Timing of Performance Shares . Any Performance Share bonus will have an initial value equal to the Fair
Market Value of a Share on the date of grant. After the applicable Performance Period has ended, the holder of a Performance Share
bonus will be entitled to receive a payout of the number of Shares earned by the Participant over the Performance Period, to be
determined as a function of the extent to which the corresponding Performance Factors or other vesting provisions have been achieved.
The Committee, in its sole discretion, may pay an earned Performance Share bonus in the form of cash, in Shares (which have an
aggregate Fair Market Value equal to the value of the earned Performance Shares at the close of the applicable Performance Period)
or in a combination thereof. Performance Share bonuses may also be settled in Restricted Stock.


 


10.4
Termination of Participant . Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such
Participant’s Termination Date (unless determined otherwise by the Committee).


 


11.
PAYMENT FOR SHARE PURCHASES.


 


Payment
from a Participant for Shares purchased pursuant to this Plan may be made in cash or by check or, where expressly approved for
the Participant by the Committee and where permitted by law (and to the extent not otherwise set forth in the applicable Award
Agreement):


 


(a)
by cancellation of indebtedness of the Company to the Participant;


 


(b)
by surrender of shares of the Company held by the Participant that have a Fair Market Value on the date of surrender equal to
the aggregate exercise price of the Shares as to which said Award will be exercised or settled;


 


(c)
by waiver of compensation due or accrued to the Participant for services rendered or to be rendered to the Company or a Parent
or Subsidiary of the Company;


 


(d)
by consideration received by the Company pursuant to a broker-assisted or other form of cashless exercise program implemented
by the Company in connection with the Plan;


 


(e)
by any combination of the foregoing; or


 


(f)
by any other method of payment as is permitted by applicable law.


 




    	 	 	 



     


    

 


12.
GRANTS TO NON-EMPLOYEE DIRECTORS AND CONSULTANTS.


 


12.1
Types of Awards . Non-Employee Directors are eligible to receive any type of Award offered under this Plan except ISO’s.
Awards pursuant to this Section 12 may be automatically made pursuant to policy adopted by the Board, or made from time to time
as determined in the discretion of the Board.


 


12.2
Eligibility . Awards pursuant to this Section 12 shall be granted only to Non-Employee Directors and Consultants. A Non-Employee
Director who is elected or re-elected as a member of the Board will be eligible to receive an Award under this Section 12.


 


12.3
Vesting, Exercisability and Settlement . Except as set forth in Section 21, Awards shall vest, become exercisable and be
settled as determined by the Board. With respect to Options and SARs, the exercise price granted to Non-Employee Directors shall
not be less than the Fair Market Value of the Shares at the time that such Option or SAR is granted.


 


12.4
Election to receive Awards in Lieu of Cash . A Non-Employee Director may elect to receive his or her annual retainer payments
and/or meeting fees from the Company in the form of cash or Awards or a combination thereof, as determined by the Committee. Such
Awards shall be issued under the Plan. An election under this Section 12.4 shall be filed with the Company on the form prescribed
by the Company.


 


13.
WITHHOLDING TAXES.


 


13.1
Withholding Generally . Whenever Shares are to be issued in satisfaction of Awards granted under this Plan, the Company
may require the Participant to remit to the Company, or to the Parent or Subsidiary employing the Participant, an amount sufficient
to satisfy applicable U.S. federal, state, local and international withholding tax requirements or any other tax liability legally
due from the Participant prior to the delivery of Shares pursuant to exercise or settlement of any Award. Whenever payments in
satisfaction of Awards granted under this Plan are to be made in cash, such payment will be net of an amount sufficient to satisfy
applicable U.S. federal, state, local and international withholding tax requirements or any other tax liability legally due from
the Participant. The Fair Market Value of the Shares will be determined as of the date that the taxes are required to be withheld
and such Shares will be valued based on the value of the actual trade or, if there is none, the Fair Market Value of the Shares
as of the previous trading day.


 


13.2
Stock Withholding . The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to
time and to limitations of local law, may require or permit a Participant to satisfy such tax withholding obligation or any other
tax liability legally due from the Participant, in whole or in part by (without limitation) (i) paying cash, (ii) electing to
have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum statutory amount
required to be withheld, or (iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the minimum
amount required to be withheld.


 


14.
TRANSFERABILITY.


 


14.1
Transfer Generally . Unless determined otherwise by the Committee or pursuant to Section 14.2, an Award may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution.
If the Committee makes an Award transferable, including, without limitation, by instrument to an inter vivos or testamentary trust
in which the Awards are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift to a Permitted Transferee,
such Award will contain such additional terms and conditions as the Committee deems appropriate. All Awards shall be exercisable:
(i) during the Participant’s lifetime only by (A) the Participant, or (B) the Participant’s guardian or legal representative;
(ii) after the Participant’s death, by the legal representative of the Participant’s heirs or legatees; and (iii)
in the case of all awards except ISO’s, by a Permitted Transferee.


 


14.2
Award Transfer Program . Notwithstanding any contrary provision of the Plan, the Committee shall have all discretion and
authority to determine and implement the terms and conditions of any Award Transfer Program instituted pursuant to this Section
14.2 and shall have the authority to amend the terms of any Award participating, or otherwise eligible to participate in, the
Award Transfer Program, including (but not limited to) the authority to (i) amend (including to extend) the expiration date, post-termination
exercise period and/or forfeiture conditions of any such Award, (ii) amend or remove any provisions of the Award relating to the
Award holder’s continued service to the Company, (iii) amend the permissible payment methods with respect to the exercise
or purchase of any such Award, (iv) amend the adjustments to be implemented in the event of changes in the capitalization and
other similar events with respect to such Award, and (v) make such other changes to the terms of such Award as the Committee deems
necessary or appropriate in its sole discretion.


 


15.
PRIVILEGES OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES.


 


15.1
Voting and Dividends . No Participant will have any of the rights of a stockholder with respect to any Shares until the
Shares are issued to the Participant, except for any dividend equivalent rights permitted by an applicable Award Agreement. After
Shares are issued to the Participant, the Participant will be a stockholder and have all the rights of a stockholder with respect
to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such
Shares; provided, that if such Shares are Restricted Stock, then any new, additional or different securities the Participant may
become entitled to receive with respect to such Shares by virtue of a stock dividend, stock split or any other change in the corporate
or capital structure of the Company will be subject to the same restrictions as the Restricted Stock; provided, further, that
the Participant will have no right to retain such stock dividends or stock distributions with respect to Shares that are repurchased
at the Participant’s Purchase Price or Exercise Price, as the case may be, pursuant to Section 15.2.


 




    	 	 	 



     


    

 


15.2
Restrictions on Shares. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) a
right to repurchase (a “ Right of Repurchase ”) a portion of any or all Unvested Shares held by a Participant
following such Participant’s Termination at any time within ninety (90) days after the later of the Participant’s
Termination Date and the date the Participant purchases Shares under this Plan, for cash and/or cancellation of purchase money
indebtedness, at the Participant’s Purchase Price or Exercise Price, as the case may be.


 


16.
CERTIFICATES. All Shares, or other securities, except those registered under a registration statement filed with the SEC,
whether or not certificated, delivered under this Plan will be subject to such stock transfer orders, legends and other restrictions
as the Committee may deem necessary or advisable, including restrictions under any applicable U.S. federal, state or foreign securities
law, or any rules, regulations and other requirements of the SEC or any stock exchange or automated quotation system upon which
the Shares may be listed or quoted and any non-U.S. exchange controls or securities law restrictions to which the Shares are subject.


 


17.
ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a Participant’s Shares, the Committee may require the Participant
to deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Committee,
appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions
have lapsed or terminated, and the Committee may cause a legend or legends referencing such restrictions to be placed on the certificates.
Any Participant who is permitted to execute a promissory note as partial or full consideration for the purchase of Shares under
this Plan will be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure
the payment of the Participant’s obligation to the Company under the promissory note; provided, however, that the Committee
may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, the
Company will have full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant’s
Shares or other collateral. In connection with any pledge of the Shares, the Participant will be required to execute and deliver
a written pledge agreement in such form as the Committee will from time to time approve. The Shares purchased with the promissory
note may be released from the pledge on a pro rata basis as the promissory note is paid.


 


18.
REPRICING; EXCHANGE AND BUYOUT OF AWARDS. Without prior stockholder approval the Committee may (i) reprice Options or SARS
(and where such repricing is a reduction in the Exercise Price of outstanding Options or SARS, the consent of the affected Participants
is not required provided written notice is provided to them, notwithstanding any adverse tax consequences to them arising from
the repricing), and (ii) with the consent of the respective Participants (unless not required pursuant to Section 5.9 of the Plan),
pay cash or issue new Awards in exchange for the surrender and cancellation of any, or all, outstanding Awards.


 


19.
SECURITIES LAW AND OTHER REGULATORY COMPLIANCE . An Award will not be effective unless such Award is in compliance with all
applicable U.S. and foreign federal and state securities laws, rules and regulations of any governmental body, and the requirements
of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect
on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this
Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to: (a) obtaining
any approvals from governmental agencies that the Company determines are necessary or advisable; and/or (b) completion of any
registration or other qualification of such Shares under any state or federal or foreign law or ruling of any governmental body
that the Company determines to be necessary or advisable. The Company will be under no obligation to register the Shares with
the SEC or to effect compliance with the registration, qualification or listing requirements of any foreign or state securities
laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or failure to do
so.


 


20.
NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any
Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent or Subsidiary
of the Company or limit in any way the right of the Company or any Parent or Subsidiary of the Company to terminate Participant’s
employment or other relationship at any time.


 


21.
CORPORATE TRANSACTIONS.


 


21.1
Assumption or Replacement of Awards by Successor. In the event of a Corporate Transaction any or all outstanding Awards
may be assumed or replaced by the successor corporation, which assumption or replacement shall be binding on all Participants.
In the alternative, the successor corporation may substitute equivalent Awards or provide substantially similar consideration
to Participants as was provided to stockholders (after taking into account the existing provisions of the Awards). The successor
corporation may also issue, in place of outstanding Shares of the Company held by the Participant, substantially similar shares
or other property subject to repurchase restrictions no less favorable to the Participant. In the event such successor or acquiring
corporation (if any) refuses to assume, convert, replace or substitute Awards, as provided above, pursuant to a Corporate Transaction,
then notwithstanding any other provision in this Plan to the contrary, such Awards shall have their vesting accelerate as to all
shares subject to such Award (and any applicable right of repurchase fully lapse) immediately prior to the Corporate Transaction
unless otherwise determined by the Board and then such Awards will terminate. In addition, in the event such successor or acquiring
corporation (if any) refuses to assume, convert, replace or substitute Awards, as provided above, pursuant to a Corporate Transaction,
the Committee will notify the Participant in writing or electronically that such Award will be exercisable for a period of time
determined by the Committee in its sole discretion, and such Award will terminate upon the expiration of such period. Awards need
not be treated similarly in a Corporate Transaction.


 




    	 	 	 



     


    

 


21.2
Assumption of Awards by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted
by another company, whether in connection with an acquisition of such other company or otherwise, by either; (a) granting an Award
under this Plan in substitution of such other company’s award; or (b) assuming such award as if it had been granted under
this Plan if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption
will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this
Plan if the other company had applied the rules of this Plan to such grant. In the event the Company assumes an award granted
by another company, the terms and conditions of such award will remain unchanged (except that the Purchase Price or the Exercise
Price, as the case may be, and the number and nature of Shares issuable upon exercise or settlement of any such Award will be
adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company elects to grant a new Option in substitution
rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price.


 


21.3
Non-Employee Directors’ Awards. Notwithstanding any provision to the contrary herein, in the event of a Corporate
Transaction, the vesting of all Awards granted to Non-Employee Directors shall accelerate and such Awards shall become exercisable
(as applicable) in full prior to the consummation of such event at such times and on such conditions as the Committee determines.


 


22.
ADOPTION AND STOCKHOLDER APPROVAL. This Plan shall be submitted for the approval of the Company’s stockholders, consistent
with applicable laws, within twelve (12) months before or after the date this Plan is adopted by the Board.


 


23.
TERM OF PLAN/GOVERNING LAW. Unless earlier terminated as provided herein, this Plan will become effective on the Effective
Date and will terminate ten (10) years from the date this Plan is adopted by the Board. This Plan and all Awards granted hereunder
shall be governed by and construed in accordance with the laws of the State of Nevada.


 


24.
AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate or amend this Plan in any respect, including, without
limitation, amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan; provided, however, that
the Board will not, without the approval of the stockholders of the Company, amend this Plan in any manner that requires such
stockholder approval; provided further, that a Participant’s Award shall be governed by the version of this Plan then in
effect at the time such Award was granted.


 


25.
NON-EXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders
of the Company for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the
Board to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting
of stock awards and bonuses otherwise than under this Plan, and such arrangements may be either generally applicable or applicable
only in specific cases.


 


26.
INSIDER TRADING POLICY. Each Participant who receives an Award shall comply with any policy adopted by the Company from time
to time covering transactions in the Company’s securities by Employees, officers and/or directors of the Company.


 


27.
DEFINITIONS. As used in this Plan, and except as elsewhere defined herein, the following terms will have the following meanings:


 


“
Award ” means any award under the Plan, including any Option, Restricted Stock, Stock Bonus, Stock Appreciation Right,
Restricted Stock Unit or award of Performance Shares.


 


“
Award Agreement ” means, with respect to each Award, the written or electronic agreement between the Company and
the Participant setting forth the terms and conditions of the Award, which shall be in substantially a form (which need not be
the same for each Participant) that the Committee has from time to time approved, and will comply with and be subject to the terms
and conditions of this Plan.


 


“
Award Transfer Program ” means any program instituted by the Committee which would permit Participants the opportunity
to transfer any outstanding Awards to a financial institution or other person or entity approved by the Committee.


 


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


 


“
Cause ” means (i) Participant’s willful failure substantially to perform his or her duties and responsibilities
to the Company or deliberate violation of a Company policy; (ii) Participant’s commission of any act of fraud, embezzlement,
dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company;
(iii) unauthorized use or disclosure by Participant of any proprietary information or trade secrets of the Company or any other
party to whom the Participant owes an obligation of non disclosure as a result of his or her relationship with the Company; or
(iv) Participant’s willful breach of any of his or her obligations under any written agreement or covenant with the Company.
The determination as to whether a Participant is being terminated for Cause shall be made in good faith by the Company and shall
be final and binding on the Participant. The foregoing definition does not in any way limit the Company’s ability to terminate
a Participant’s employment or consulting relationship at any time as provided in Section 20 above, and the term “Company”
will be interpreted to include any Subsidiary or Parent, as appropriate.


 


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


 




    	 	 	 



     


    

 


“
Committee ” means the Compensation Committee of the Board or those persons to whom administration of the Plan, or
part of the Plan, has been delegated as permitted by law.


 


“
Common Stock ” means the Common Stock of the Company.


 


“Company”
means International Land Alliance, Inc., or any successor corporation.


 


“
Consultant ” means any person, including an advisor or independent contractor, engaged by the Company or a Parent
or Subsidiary to render services to such entity.


 


“
Corporate Transaction ” means the occurrence of any of the following events: (i) any “person” (as such
term is used in Sections 13(d) and 14 (d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule
13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the
total voting power represented by the Company’s then-outstanding voting securities; (ii) the consummation of the sale or
disposition by the Company of all or substantially all of the Company’s assets; (iii) the consummation of a merger or consolidation
of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented
by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation
or (iv) any other transaction which qualifies as a “corporate transaction” under Section 424(a) of the Code wherein
the stockholders of the Company give up all of their equity interest in the Company (except for the acquisition, sale or transfer
of all or substantially all of the outstanding shares of the Company).


 


“
Director ” means a member of the Board.


 


“
Disability ” means in the case of incentive stock options, total and permanent disability as defined in Section 22(e)(3)
of the Code and in the case of other Awards, that the Participant is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months.


 


“Effective
Date” The effective date of the Plan is February 12, 2019. The Plan shall be submitted to the shareholders of the Company
for approval. Until (i) the Plan has been approved by a majority of the Company’s shareholders, and (ii) the requirements
of any applicable federal or state securities laws have been met, no Restricted Stock shall be awarded, and no Option shall be
granted or exercisable, that is not contingent on these events.


 


“
Employee ” means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary
of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute
“employment” by the Company.


 


“
Exchange Act ” means the United States Securities Exchange Act of 1934, as amended.


 


“
Exchange Program ” means a program pursuant to which outstanding Awards are surrendered, cancelled or exchanged for
cash, the same type of Award or a different Award (or combination thereof).


 


“
Exercise Price ” means, with respect to an Option, the price at which a holder may purchase the Shares issuable upon
exercise of an Option and with respect to a SAR, the price at which the SAR is granted to the holder thereof.


 


“
Fair Market Value ” means, as of any date, the value of a share of the Company’s Common Stock determined as
follows:


 


(a)
if such Common Stock is publicly traded and is then listed on a national securities exchange, the closing price on the date of
determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as officially
quoted in the composite tape of transactions on such exchange or such other source as the Committee deems reliable for the applicable
date;


 


(b)
if such Common Stock is publicly traded but is neither listed nor admitted to trading on a national securities exchange, the average
of the closing bid and asked prices on the date of determination as reported in The Wall Street Journal or such other source as
the Committee deems reliable;


 


(c)
in the case of an Option or SAR grant made on the Effective Date, the price per share at which shares of the Company’s Common
Stock are initially offered for sale to the public by the Company’s underwriters in the initial public offering of the Company’s
Common Stock pursuant to a registration statement filed with the SEC under the Securities Act; or


 


(d)
if none of the foregoing is applicable, by the Board or the Committee in good faith.


 


“
Insider ” means an officer or director of the Company or any other person whose transactions in the Company’s
Common Stock are subject to Section 16 of the Exchange Act.


 


“
Non-Employee Director ” means a Director who is not an Employee of the Company or any parent or Subsidiary.


 




    	 	 	 



     


    

 


“
Option ” means an award of an option to purchase Shares pursuant to Section 5.


 


“
Parent ” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company
if each of such corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.


 


“
Participant ” means a person who holds an Award under this Plan.


 


“Performance
Award” means cash or stock granted pursuant to Section 10 or Section 12 of the Plan.


 


“Performance
Factors” means any of the factors selected by the Committee and specified in an Award Agreement, from among the following
objective measures, either individually, alternatively or in any combination, applied to the Company as a whole or any business
unit or Subsidiary, either individually, alternatively, or in any combination, on a GAAP or non-GAAP basis, and measured, to the
extent applicable on an absolute basis or relative to a pre-established target, to determine whether the performance goals established
by the Committee with respect to applicable Awards have been satisfied:


 


	 	●	Profit
    Before Tax;
	 	 	 
	 	●	Billings;
	 	 	 
	 	●	Revenue;
	 	 	 
	 	●	(Net
    revenue;
	 	 	 
	 	●	Earnings
    (which may include earnings before interest and taxes, earnings before taxes, and net earnings);
	 	 	 
	 	●	Operating
    income;
	 	 	 
	 	●	Operating
    margin;
	 	 	 
	 	●	Operating
    profit;
	 	 	 
	 	●	Controllable
    operating profit, or net operating profit;
	 	 	 
	 	●	Net
    Profit;
	 	 	 
	 	●	Gross
    margin;
	 	 	 
	 	●	Operating
    expenses or operating expenses as a percentage of revenue;
	 	 	 
	 	●	Net
    income;
	 	 	 
	 	●	Earnings
    per share;
	 	 	 
	 	●	Total
    stockholder return;
	 	 	 
	 	●	Market
    share;
	 	 	 
	 	●	Return
    on assets or net assets;
	 	 	 
	 	●	The
    Company’s stock price;
	 	 	 
	 	●	Growth
    in stockholder value relative to a pre-determined index;
	 	 	 
	 	●	Return
    on equity;
	 	 	 
	 	●	Return
    on invested capital;
	 	 	 
	 	●	Cash
    Flow (including free cash flow or operating cash flows)
	 	 	 
	 	●	Cash
    conversion cycle;
	 	 	 
	 	●	Economic
    value added;


 




    	 	 	 



     


    

 


	 	●	Individual
    confidential business objectives;
	 	 	 
	 	●	Contract
    awards or backlog;
	 	 	 
	 	●	Overhead
    or other expense reduction;
	 	 	 
	 	●	Credit
    rating;
	 	 	 
	 	●	Strategic
    plan development and implementation;
	 	 	 
	 	●	Succession
    plan development and implementation;
	 	 	 
	 	●	Customer
    indicators;
	 	 	 
	 	●	New
    product invention or innovation;
	 	 	 
	 	●	Attainment
    of research and development milestones;
	 	 	 
	 	●	Attainment
    of objective operating goals and employee metrics; and
	 	 	 
	 	●	Any
    other metric that is capable of measurement as determined by the Committee.


 


The
Committee may, in recognition of unusual or non-recurring items such as acquisition-related activities or changes in applicable
accounting rules, provide for one or more equitable adjustments (based on objective standards) to the Performance Factors to preserve
the Committee’s original intent regarding the Performance Factors at the time of the initial award grant. It is within the
sole discretion of the Committee to make or not make any such equitable adjustments.


 


“
Performance Period ” means the period of service determined by the Committee, during which years of service or performance
is to be measured for the Award.


 


“
Performance Share ” means a performance share bonus granted as a Performance Award.


 


“
Permitted Transferee ” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including
adoptive relationships) of the Employee, any person sharing the Employee’s household (other than a tenant or employee),
a trust in which these persons (or the Employee) have more than 50% of the beneficial interest, a foundation in which these persons
(or the Employee) control the management of assets, and any other entity in which these persons (or the Employee) own more than
50% of the voting interests.


 


“
Plan ” means this International Land Alliance, Inc. 2019 Equity Incentive Plan.


 


“
Purchase Price ” means the price to be paid for Shares acquired under the Plan, other than Shares acquired upon exercise
of an Option or SAR.


 


“Restricted
Stock Award” means an award of Shares pursuant to Section 6 or Section 12 of the Plan or issued pursuant to the early
exercise of an Option.


 


“
Restricted Stock Unit ” means an Award granted pursuant to Section 9 or Section 12 of the Plan.


 


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


 


“
Securities Act ” means the United States Securities Act of 1933, as amended.


 


“
Shares ” means shares of the Company’s Common Stock and the common stock of any successor security.


 


“
Stock Appreciation Right ” means an Award granted pursuant to Section 8 or Section 12 of the Plan.


 


“Stock
Bonus” means an Award granted pursuant to Section 7 or Section 12 of the Plan.


 


“
Subsidiary ” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the
Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.


 




    	 	 	 



     


    

 


“
Termination ” or “ Terminated ” means, for purposes of this Plan with respect to a Participant,
that the Participant has for any reason ceased to provide services as an employee, officer, director, consultant, independent
contractor or advisor to the Company or a Parent or Subsidiary of the Company. An employee will not be deemed to have ceased to
provide services in the case of (i) sick leave, (ii) military leave, or (iii) any other leave of absence approved by the Committee;
provided, that such leave is for a period of not more than 90 days, unless reemployment upon the expiration of such leave is guaranteed
by contract or statute or unless provided otherwise pursuant to formal policy adopted from time to time by the Company and issued
and promulgated to employees in writing. In the case of any employee on an approved leave of absence, the Committee may make such
provisions respecting suspension of vesting of the Award while on leave from the employ of the Company or a Parent or Subsidiary
of the Company as it may deem appropriate, except that in no event may an Award be exercised after the expiration of the term
set forth in the applicable Award Agreement. In the event of military leave, if required by applicable laws, vesting shall continue
for the longest period that vesting continues under any other statutory or Company approved leave of absence and, upon a Participant’s
returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform
Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Awards to the same extent
as would have applied had the Participant continued to provide services to the Company throughout the leave on the same terms
as he or she was providing services immediately prior to such leave. An employee shall have terminated employment as of the date
he or she ceases to be employed (regardless of whether the termination is in breach of local laws or is later found to be invalid)
and employment shall not be extended by any notice period or garden leave mandated by local law. The Committee will have sole
discretion to determine whether a Participant has ceased to provide services for purposes of the Plan and the effective date on
which the Participant ceased to provide services (the “Termination Date”).


 


“Unvested
Shares” means Shares that have not yet vested or are subject to a right of repurchase in favor of the Company (or any
successor thereto).