Geospatial Corporation S-1


EXHIBIT 10.2








GEOSPATIAL HOLDINGS, INC. 2013
EQUITY INCENTIVE PLAN


1.                 
Purpose; Eligibility.


1.1             
General Purpose. The name of this plan is the Geospatial Holdings, Inc. 2013 Equity Incentive Plan (the "Plan").
The purposes of the Plan are to (a) enable Geospatial Holdings, Inc. 2013, a Nevada corporation (the "Company"),
and any Affiliate to attract and retain the types of Employees, Consultants and Directors who will contribute to the Company's
long range success; (b) provide incentives that align the interests of Employees, Consultants and Directors with those of the shareholders
of the Company; and (c) promote the success of the Company's business.


1.2             
Eligible Award Recipients. The persons eligible to receive Awards are the Employees, Consultants and Directors of
the Company and its Affiliates and such other individuals designated by the Committee who are reasonably expected to become Employees,
Consultants and Directors after the receipt of Awards.


1.3             
Available Awards. Awards that may be granted under the Plan include: (a) Incentive Stock Options, (b) Non-qualified
Stock Options, (c) Stock Appreciation Rights, (d) Restricted Awards, (e) Performance Share Awards, and (f) Performance Compensation
Awards.


2.                 
Definitions.


"Affiliate" means
a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under common
control with, the Company.


"Applicable
Laws" means the requirements related to or implicated by the administration of the Plan under applicable state corporate
law, United States federal and state securities laws, the Code, any stock exchange or quotation system on which the shares of Common
Stock are listed or quoted, and the applicable laws of any foreign country or jurisdiction where Awards are granted under the Plan.


"Award" means
any right granted under the Plan, including an Incentive Stock Option, a Non-qualified Stock Option, a Stock Appreciation Right,
a Restricted Award, a Performance Share Award or a Performance Compensation Award.


"Award
Agreement" means a written agreement, contract, certificate or other instrument or document evidencing the terms
and conditions of an individual Award granted under the Plan which may, in the discretion of the Company, be transmitted electronically
to any Participant. Each Award Agreement shall be subject to the terms and conditions of the Plan.




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"Beneficial
Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in
calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange
Act), such "person" shall be deemed to have beneficial ownership of all securities that such "person" has the
right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only
after the passage of time. The terms "Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.


"Board" means
the Board of Directors of the Company, as constituted at any time.


"Cause" means:


With respect
to any Employee or Consultant: (a) If the Employee or Consultant is a party to an employment or service agreement with the Company
or its Affiliates and such agreement provides for a definition of Cause, the definition contained therein; or (b) If no such agreement
exists, or if such agreement does not define Cause: (i) the commission of, or plea of guilty or no contest to, a felony or a crime
involving moral turpitude or the commission of any other act involving willful malfeasance or material fiduciary breach with respect
to the Company or an Affiliate; (ii) conduct that results in or is reasonably likely to result in harm to the reputation or business
of the Company or any of its Affiliates; (iii) gross negligence or willful misconduct with respect to the Company or an Affiliate;
or (iv) material violation of state or federal securities laws.


With respect
to any Director, a determination by a majority of the disinterested Board members that the Director has engaged in any of the following:
(a) malfeasance in office; (b) gross misconduct or neglect; (c) false or fraudulent misrepresentation inducing the director's appointment;
(d) wilful conversion of corporate funds; or (e) repeated failure to participate in Board meetings on a regular basis despite having
received proper notice of the meetings in advance.


The Committee,
in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been
discharged for Cause.


"Change
in Control" means the occurrence of any of the following events:


(i)                
Any "person" (as defined in Section 13(d) and 14(d) of the Exchange Act), excluding for this purpose, (a) the
Participant, (b) the Company or any subsidiary of the Company, or (c) any employee benefit plan of the Company or of any subsidiary
of the Company, or any person or entity organized, appointed, or established by the Company for or pursuant to the terms of any
such plan that acquires beneficial ownership of voting securities of the Company, becomes (or has become during the twelve (12)
month period ending on the date of the most recent acquisition by such person) the Beneficial Owner, directly or indirectly of
securities of the Company representing more than thirty-five percent (35%) of the combined voting power of the Company's then outstanding
securities; provided, however, that no Change in Control will be deemed to have occurred as a result of a change
in ownership percentage resulting solely from an acquisition of securities by the Company;




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(ii)             
 The incumbent Directors cease for any reason to constitute at least a majority of the Board during any twelve (12) month
period; or





(iii)            
Consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the
assets of the Company (a "Business Combination"), in each case, unless, following such Business Combination, all
or substantially all of the individuals and entities who were the Beneficial Owners of outstanding voting securities of the Company
immediately prior to such Business Combination Beneficially Own, directly or indirectly, fifty percent (50%) or more of the combined
voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity resulting
from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company
or all of substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities of the Company.


"Code" means
the Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall be deemed
to include a reference to any regulations promulgated thereunder.


"Committee" means
a committee of one or more members of the Board appointed by the Board to administer the Plan in accordance with Section 3.3
and Section 3.4.


"Common
Stock" means the common stock, $.0001 par value per share, of the Company, or such other securities of the Company
as may be designated by the Committee from time to time in substitution thereof.


"Company" means
Geospatial Holdings, Inc., a Nevada corporation, and any successor thereto.


"Consultant" means
any individual who is engaged by the Company or any Affiliate to render consulting or advisory services.


"Continuous
Service" means that the Participant's service with the Company or an Affiliate, whether as an Employee, Consultant
or Director, is not interrupted or terminated. The Participant's Continuous Service shall not be deemed to have terminated merely
because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant
or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption
or termination of the Participant's Continuous Service; provided further that if any Award is subject to Section 409A of
the Code, this sentence shall only be given effect to the extent consistent with Section 409A of the Code. For example, a change
in status from an Employee of the Company to a Director of an Affiliate will not constitute an interruption of Continuous Service.
The Committee or its delegate, in its sole discretion, may determine whether Continuous Service shall be considered interrupted
in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal or family
leave of absence.




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"Covered
Employee" has the same meaning as set forth in Section 162(m)(3) of the Code, as interpreted by Internal Revenue
Service Notice 2007-49.


"Director" means
a member of the Board.


"Disability" means
that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment; provided, however, for purposes of determining the term of an Incentive Stock Option pursuant to Section
6.10 hereof, the term Disability shall have the meaning ascribed to it under Section 22(e)(3) of the Code. The determination
of whether an individual has a Disability shall be determined under procedures established by the Committee. Except in situations
where the Committee is determining Disability for purposes of the term of an Incentive Stock Option pursuant to Section 6.10
hereof within the meaning of Section 22(e)(3) of the Code, the Committee may rely on any determination that a Participant is disabled
for purposes of benefits under any long-term disability plan maintained by the Company or any Affiliate in which a Participant
participates. Notwithstanding the foregoing, a Participant bound by an employment, consulting, or other agreement between the Company
or an Affiliate and the Participant, shall not be determined to be Disabled under this Plan any earlier than he or she would be
determined to be disabled under such agreement.


"Disqualifying
Disposition" has the meaning set forth in Section 14.12.


"Effective
Date" shall mean the date as of which this Plan is adopted by the Board.


"Employee" means
any person, including an Officer or Director, employed by the Company or an Affiliate; provided, that, for purposes of determining
eligibility to receive Incentive Stock Options, an Employee shall mean an employee of the Company or a parent or subsidiary corporation
within the meaning of IRC Section 424. 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.


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


"Fair
Market Value" means, as of any date, the value of the Common Stock as determined below. If the Common Stock is listed
on any established stock exchange or a national market system, the Fair Market Value shall be the average of the high and low sales
prices of a share of Common Stock (or if no sales were reported the average of the high and low sales prices on the date immediately
preceding such date) as quoted on such exchange or system on the day of determination, as reported in the Wall Street Journal
or such other source as the Committee deems reliable. If the Common Stock is not listed on any established stock exchange or a
national market system, but sales of Common Stock are reported in the over-the-counter market, than Fair Market Value shall be
the last reported bid price in the over-the counter market. In the absence of the foregoing, the Fair Market Value shall be determined
in good faith by the Committee and such determination shall be conclusive and binding on all persons.


"Free
Standing Rights" has the meaning set forth in Section 7.1(a).




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"Good
Reason" means: (a) If an Employee or Consultant is a party to an employment or service agreement with the Company
or its Affiliates and such agreement provides for a definition of Good Reason, the definition contained therein; or (b) If no such
agreement exists or if such agreement does not define Good Reason, the occurrence of one or more of the following without the Participant's
express written consent, which circumstances are not remedied by the Company within thirty (30) days of its receipt of a written
notice from the Participant describing the applicable circumstances (which notice must be provided by the Participant within ninety
(90) days of the Participant's knowledge of the applicable circumstances): (i) any material, adverse change in the Participant's
duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Participant's base
salary or bonus opportunity; or (iii) a geographical relocation of the Participant's principal office location by more than fifty
(50) miles.


"Grant
Date" means the date on which the Committee adopts a resolution, or takes other appropriate action, expressly granting
an Award to a Participant that specifies the key terms and conditions of the Award or, if a later date is set forth in such resolution,
then such date as is set forth in such resolution.


"Incentive
Stock Option" means an Option intended to qualify as an incentive stock option within the meaning of Section 422
of the Code.


"Incumbent
Directors" means individuals who, on the Effective Date, constitute the Board, provided that any individual
becoming a Director subsequent to the Effective Date whose election or nomination for election to the Board was approved by a vote
of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement
of the Company in which such person is named as a nominee for Director without objection to such nomination) shall be an Incumbent
Director. No individual initially elected or nominated as a director of the Company as a result of an actual or threatened election
contest with respect to Directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any
person other than the Board shall be an Incumbent Director.


"Negative
Discretion" means the discretion authorized by the Plan to be applied by the Committee to eliminate or reduce the
size of a Performance Compensation Award in accordance with Section 7.4(d)(iv) of this Plan; provided, that,
the exercise of such discretion would not cause the Performance Compensation Award to fail to qualify as "performance-based
compensation" under Section 162(m) of the Code.


"Non-Employee
Director" means a Director who is a "non-employee director" within the meaning of Rule 16b-3.


"Non-qualified
Stock Option" means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock
Option.


"Officer" means
a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder.




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"Option" means
an Incentive Stock Option or a Non-qualified Stock Option granted pursuant to the Plan.


"Optionholder" means
a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.


"Option
Exercise Price" means the price at which a share of Common Stock may be purchased upon the exercise of an Option.


"Outside
Director" means a Director who is an "outside director" within the meaning of Section 162(m) of the Code
and Treasury Regulations Section 1.162-27(e)(3) or any successor to such statute and regulation.


"Participant" means
an eligible person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding
Award.


"Performance
Compensation Award" means any Award designated by the Committee as a Performance Compensation Award pursuant to Section
7.4 of the Plan.


"Performance
Criteria" means the criterion or criteria that the Committee shall select for purposes of establishing the Performance
Goal(s) for a Performance Period with respect to any Performance Compensation Award under the Plan. The Performance Criteria that
will be used to establish the Performance Goal(s) shall be based on the attainment of specific levels of performance of the Company
(or Affiliate, division, business unit or operational unit of the Company) and shall be limited to the following: (a) net
earnings or net income (before or after taxes); (b) basic or diluted earnings per share (before or after taxes); (c) net revenue
or net revenue growth; (d) gross revenue; (e) gross profit or gross profit growth; (f) net operating profit (before or after taxes);
(g) return on assets, capital, invested capital, equity, or sales; (h) cash flow (including, but not limited to, operating cash
flow, free cash flow, and cash flow return on capital); (i) earnings before or after taxes, interest, depreciation and/or amortization;
(j) gross or operating margins; (k) improvements in capital structure; (l) budget and expense management; (m) productivity ratios;
(n) economic value added or other value added measurements; (o) share price (including, but not limited to, growth measures and
total shareholder return); (p) expense targets; (q) margins; (r) operating efficiency; (s) working capital targets; (t) enterprise
value; (u) safety record; and (v) completion of acquisitions or business expansion.


Any one or more
of the Performance Criteria may be used on an absolute or relative basis to measure the performance of the Company and/or an Affiliate
as a whole or any division, business unit or operational unit of the Company and/or an Affiliate or any combination thereof, as
the Committee may deem appropriate, or as compared to the performance of a group of comparable companies, or published or special
index that the Committee, in its sole discretion, deems appropriate, or the Committee may select Performance Criterion (o) above
as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award
based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph. To the extent required
under Section 162(m) of the Code, the Committee shall, within the first 90 days of a Performance Period (or, if
longer or shorter, within the maximum period allowed under Section 162(m) of the Code), define in an objective fashion the manner
of calculating the Performance Criteria it selects to use for such Performance Period. In the event that applicable tax and/or
securities laws change to permit the Committee discretion to alter the governing Performance Criteria without obtaining shareholder
approval of such changes, the Committee shall have sole discretion to make such changes without obtaining shareholder approval.




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"Performance
Formula" means, for a Performance Period, the one or more objective formulas applied against the relevant Performance
Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but
less than all, or none of the Performance Compensation Award has been earned for the Performance Period.


"Performance
Goals" means, for a Performance Period, the one or more goals established by the Committee for the Performance Period
based upon the Performance Criteria. The Committee is authorized at any time during the first ninety (90) days of a Performance
Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), or at any time thereafter
(but only to the extent the exercise of such authority after such period would not cause the Performance Compensation Awards granted
to any Participant for the Performance Period to fail to qualify as "performance-based compensation" under Section 162(m)
of the Code), in its sole and absolute discretion, to adjust or modify the calculation of a Performance Goal for such Performance
Period to the extent permitted under Section 162(m) of the Code in order to prevent the dilution or enlargement of the rights of
Participants based on the following events:  (a) asset write-downs; (b) litigation or claim judgments or settlements; (c)
the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (d) any
reorganization and restructuring programs; (e) extraordinary nonrecurring items as described in Accounting Principles Board Opinion
No. 30 (or any successor or pronouncement thereto) and/or in management's discussion and analysis of financial condition and results
of operations appearing in the Company's annual report to shareholders for the applicable year; (f) acquisitions or divestitures;
(g) any other specific unusual or nonrecurring events, or objectively determinable category thereof; (h) foreign exchange gains
and losses; and (i) a change in the Company's fiscal year.


"Performance
Period" means the one or more periods of time not less than one fiscal quarter in duration, as the Committee may
select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant's
right to and the payment of a Performance Compensation Award.


"Performance
Share Award" means any Award granted pursuant to Section 7.3 hereof.


"Performance
Share" means the grant of a right to receive a number of actual shares of Common Stock or share units based upon
the performance of the Company during a Performance Period, as determined by the Committee.




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"Permitted
Transferee" means: (a) a member of the Optionholder's immediate family (child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
or sister-in-law, including adoptive relationships), any person sharing the Optionholder's household (other than a tenant or employee),
a trust in which these persons have more than 50% of the beneficial interest, a foundation in which these persons (or the Optionholder)
control the management of assets, and any other entity in which these persons (or the Optionholder) own more than 50% of the voting
interests; (b) third parties designated by the Committee in connection with a program established and approved by the Committee
pursuant to which Participants may receive a cash payment or other consideration in consideration for the transfer of a Non-qualified
Stock Option; and (c) such other transferees as may be permitted by the Committee in its sole discretion.


"Plan" means
this Geospatial Holdings, Inc. 2013 Equity Incentive Plan, as amended and/or amended and restated from time to time.


"Related
Rights" has the meaning set forth in Section 7.1(a).


"Restricted
Award" means any Award granted pursuant to Section 7.2(a). 


"Restricted
Period" has the meaning set forth in Section 7.2(a).


"Rule
16b-3" means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time
to time.


"Securities
Act" means the Securities Act of 1933, as amended.


"Stock
Appreciation Right" means the right pursuant to an Award granted under Section 7.1 to receive, upon exercise,
an amount payable in cash or shares equal to the number of shares subject to the Stock Appreciation Right that is being exercised
multiplied by the excess of (a) the Fair Market Value of a share of Common Stock on the date the Award is exercised, over (b) the
exercise price specified in the Stock Appreciation Right Award Agreement.


"Stock
for Stock Exchange" has the meaning set forth in Section 6.4.


"Ten
Percent Shareholder" means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing
more than 10% of the total combined voting power of all classes of stock of the Company or of any of its Affiliates.


3.                 
Administration.


3.1             
Authority of Committee. The Plan shall be administered by the Committee or, in the Board's sole discretion, by the
Board. Subject to the terms of the Plan, the Committee's charter and Applicable Laws, and in addition to other express powers and
authorization conferred by the Plan, the Committee shall have the authority:




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(a)               
 to construe and interpret the Plan and apply its provisions;


(b)              
to promulgate, amend, and rescind rules and regulations relating to the administration of the Plan;


(c)               
to authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;


(d)              
to delegate its authority to one or more Officers of the Company with respect to Awards that do not involve Covered Employees
or "insiders" within the meaning of Section 16 of the Exchange Act;


(e)               
to determine when Awards are to be granted under the Plan and the applicable Grant Date;


(f)               
from time to time to select, subject to the limitations set forth in this Plan, those Participants to whom Awards shall
be granted;


(g)              
to determine the number of shares of Common Stock to be made subject to each Award;


(h)              
to determine whether each Option is to be an Incentive Stock Option or a Non-qualified Stock Option;


(i)                
to prescribe the terms and conditions of each Award, including, without limitation, the exercise price and medium of payment
and vesting provisions, and to specify the provisions of the Award Agreement relating to such grant;


(j)                
to determine the target number of Performance Shares to be granted pursuant to a Performance Share Award, the performance
measures that will be used to establish the performance goals, the performance period(s) and the number of Performance Shares earned
by a Participant;


(k)              
to designate an Award (including a cash bonus) as a Performance Compensation Award and to select the Performance Criteria
that will be used to establish the Performance Goals;


(l)                
to amend any outstanding Awards, including for the purpose of modifying the time or manner of vesting, or the term of any
outstanding Award; provided, however, that if any such amendment impairs a Participant's rights or increases a Participant's
obligations under his or her Award or creates or increases a Participant's federal income tax liability with respect to an Award,
such amendment shall also be subject to the Participant's consent;


(m)            
to determine the duration and purpose of leaves of absences which may be granted to a Participant without constituting termination
of their employment for purposes of the Plan, which periods
shall be no shorter than the periods generally applicable to Employees under the Company's employment policies;




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(n)              
to make decisions with respect to outstanding Awards that may become necessary upon a change in corporate control or an
event that triggers anti-dilution adjustments;


(o)              
to interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and
any instrument or agreement relating to, or Award granted under, the Plan; and


(p)              
to exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the
administration of the Plan.


The Committee
also may modify the purchase price or the exercise price of any outstanding Award, provided that if the modification effects
a repricing, shareholder approval shall be required before the repricing is effective.


3.2             
Committee Decisions Final. All decisions made by the Committee pursuant to the provisions of the Plan shall be final
and binding on the Company and the Participants, unless such decisions are determined by a court having jurisdiction to be arbitrary
and capricious.


3.3             
Delegation. The Committee, or if no Committee has been appointed, the Board, may delegate administration of the Plan
to a committee or committees of one or more members of the Board, and the term "Committee" shall apply to any
person or persons to whom such authority has been delegated. The Committee shall have the power to delegate to a subcommittee any
of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board or the Committee
shall thereafter be to the committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions
of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the
Board the administration of the Plan. The members of the Committee shall be appointed by and serve at the pleasure of the Board.
From time to time, the Board may increase or decrease the size of the Committee, add additional members to, remove members (with
or without cause) from, appoint new members in substitution therefor, and fill vacancies, however caused, in the Committee. The
Committee shall act pursuant to a vote of the majority of its members or, in the case of a Committee comprised of only two members,
the unanimous consent of its members, whether present or not, or by the written consent of the majority of its members and minutes
shall be kept of all of its meetings and copies thereof shall be provided to the Board. Subject to the limitations prescribed by
the Plan and the Board, the Committee may establish and follow such rules and regulations for the conduct of its business as it
may determine to be advisable.






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3.4             
Committee Composition. Except as otherwise determined by the Board, the Committee shall consist solely of two or
more Non-Employee Directors who are also Outside Directors. The Board shall have discretion to determine whether or not it intends
to comply with the exemption requirements
of Rule 16b-3 and/or Section 162(m) of the Code. However, if the Board intends to satisfy such exemption requirements, with respect
to Awards to any Covered Employee and with respect to any insider subject to Section 16 of the Exchange Act, the Committee shall
be a compensation committee of the Board that at all times consists solely of two or more Non-Employee Directors who are also Outside
Directors. Within the scope of such authority, the Board or the Committee may (a) delegate to a committee of one or more members
of the Board who are not Outside Directors the authority to grant Awards to eligible persons who are either (i) not then Covered
Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such Award or (ii) not
persons with respect to whom the Company wishes to comply with Section 162(m) of the Code or (b) delegate to a committee of one
or more members of the Board who are not Non-Employee Directors the authority to grant Awards to eligible persons who are not then
subject to Section 16 of the Exchange Act. Nothing herein shall create an inference that an Award is not validly granted under
the Plan in the event Awards are granted under the Plan by a compensation committee of the Board that does not at all times consist
solely of two or more Non-Employee Directors who are also Outside Directors.


3.5             
Indemnification. In addition to such other rights of indemnification as they may have as Directors or members of
the Committee, and to the extent allowed by Applicable Laws, the Committee shall be indemnified by the Company against the reasonable
expenses, including attorney's fees, actually incurred in connection with any action, suit or proceeding or in connection with
any appeal therein, to which the Committee may be party by reason of any action taken or failure to act under or in connection
with the Plan or any Award granted under the Plan, and against all amounts paid by the Committee in settlement thereof (provided,
however, that the settlement has been approved by the Company, which approval shall not be unreasonably withheld) or paid by
the Committee in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it
shall be adjudged in such action, suit or proceeding that such Committee did not act in good faith and in a manner which such person
reasonably believed to be in the best interests of the Company, or in the case of a criminal proceeding, had no reason to believe
that the conduct complained of was unlawful; provided, however, that within sixty (60) days after institution of any such
action, suit or proceeding, such Committee shall, in writing, offer the Company the opportunity at its own expense to handle and
defend such action, suit or proceeding.


4.                 
Shares Subject to the Plan.


4.1             
Subject to adjustment in accordance with Section 11, a total of 25,000,000 shares of Common Stock shall be available
for the grant of Awards under the Plan; provided that, no more than 15,000,000 shares of Common Stock may be granted as
Incentive Stock Options. During the terms of the Awards, the Company shall keep available at all times the number of shares of
Common Stock required to satisfy such Awards.


4.2             
Shares of Common Stock available for distribution under the Plan may consist, in whole or in part, of authorized and unissued
shares, treasury shares or shares reacquired by the Company in any manner.




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4.3             
 Subject to adjustment in accordance with Section 11, no Participant shall be granted, during any one (1) year period,
Options to purchase Common Stock and Stock Appreciation Rights with respect to more than 3,000,000 shares of Common Stock in the
aggregate or any other Awards with respect to more than 3,000,000 shares of Common Stock in the aggregate. If an Award is to be
settled in cash, the number of shares of Common Stock on which the Award is based shall count toward the individual share limit
set forth in this Section 4.


4.4             
Any shares of Common Stock subject to an Award that is canceled, forfeited or expires prior to exercise or realization,
either in full or in part, shall again become available for issuance under the Plan. Notwithstanding anything to the contrary contained
herein: shares subject to an Award under the Plan shall not again be made available for issuance or delivery under the Plan if
such shares are (a) shares tendered in payment of an Option, (b) shares delivered or withheld by the Company to satisfy any tax
withholding obligation, or (c) shares covered by a stock-settled Stock Appreciation Right or other Awards that were not issued
upon the settlement of the Award.


5.                 
Eligibility.


5.1             
Eligibility for Specific Awards. Incentive Stock Options may be granted only to Employees. Awards other than Incentive
Stock Options may be granted to Employees, Consultants and Directors and those individuals whom the Committee determines are reasonably
expected to become Employees, Consultants and Directors following the Grant Date.


5.2             
Ten Percent Shareholders. A Ten Percent Shareholder shall not be granted an Incentive Stock Option unless the Option
Exercise Price is at least 110% of the Fair Market Value of the Common Stock at the Grant Date and the Option is not exercisable
after the expiration of five years from the Grant Date.


6.                 
Option Provisions. Each Option granted under the Plan shall be evidenced by an Award Agreement. Each Option
so granted shall be subject to the conditions set forth in this Section 6, and to such other conditions not inconsistent
with the Plan as may be reflected in the applicable Award Agreement. All Options shall be separately designated Incentive Stock
Options or Non-qualified Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates
will be issued for shares of Common Stock purchased on exercise of each type of Option. Notwithstanding the foregoing, the Company
shall have no liability to any Participant or any other person if an Option designated as an Incentive Stock Option fails to qualify
as such at any time or if an Option is determined to constitute "nonqualified deferred compensation" within the meaning
of Section 409A of the Code and the terms of such Option do not satisfy the requirements of Section 409A of the Code. The provisions
of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference
in the Option or otherwise) the substance of each of the following provisions:




    	12



    	 



    

6.1             
 Term. Subject to the provisions of Section 5.2 regarding Ten Percent Shareholders, no Incentive Stock Option
shall be exercisable after the expiration of ten (10) years from the Grant Date. The term of a Non-qualified Stock Option granted
under the Plan shall be determined by the Committee; provided, however, no Non-qualified Stock Option shall be exercisable
after the expiration of ten (10) years from the Grant Date.


6.2             
Exercise Price of An Incentive Stock Option. Subject to the provisions of Section 5.2 regarding Ten Percent
Shareholders, the Option Exercise Price of each Incentive Stock Option shall be not less than 100% of the Fair Market Value of
the Common Stock subject to the Option on the Grant Date. Notwithstanding the foregoing, an Incentive Stock Option may be granted
with an Option Exercise Price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption
or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.


6.3             
Exercise Price of a Non-qualified Stock Option. The Option Exercise Price of each Non-qualified Stock Option shall
be not less than 100% of the Fair Market Value of the Common Stock subject to the Option on the Grant Date. Notwithstanding the
foregoing, a Non-qualified Stock Option may be granted with an Option Exercise Price lower than that set forth in the preceding
sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions
of Section 409A of the Code.


6.4              Consideration.
The Option Exercise Price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable
statutes and regulations, either (a) in cash or by certified or bank check at the time the Option is exercised or (b) in the
discretion of the Committee, upon such terms as the Committee shall approve, the Option Exercise Price may be paid: (i) by
delivery to the Company of other Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value on
the date of delivery equal to the Option Exercise Price (or portion thereof) due for the number of shares being acquired, or
by means of attestation whereby the Participant identifies for delivery specific shares of Common Stock that have an
aggregate Fair Market Value on the date of attestation equal to the Option Exercise Price (or portion thereof) and receives a
number of shares of Common Stock equal to the difference between the number of shares thereby purchased and the number of
identified attestation shares of Common Stock (a "Stock for Stock Exchange"); (ii) a "cashless"
exercise program established with a broker; (iii) by reduction in the number of shares of Common Stock otherwise deliverable
upon exercise of such Option with a Fair Market Value equal to the aggregate Option Exercise Price at the time of exercise;
(iv) any combination of the foregoing methods; or (v) in any other form of legal consideration that may be acceptable to the
Committee. Unless otherwise specifically provided in the Option, the exercise price of Common Stock acquired pursuant to an
Option that is paid by delivery (or attestation) to the Company of other Common Stock acquired, directly or indirectly from
the Company, shall be paid only by shares of the Common Stock of the Company that have been held for more than six months (or
such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes).
Notwithstanding the foregoing, during any period for which the Common Stock is publicly traded (i.e., the Common Stock is
listed on any established stock exchange or a national market system) an exercise by a Director or Officer that involves or may
involve a direct or indirect extension of credit or arrangement of an extension of credit by the Company, directly or indirectly,
in violation of Section 402(a) of the Sarbanes-Oxley Act of 2002 shall be prohibited with respect to any Award under this Plan.




    	13



    	 



    




6.5             
Transferability of An Incentive Stock Option. An Incentive Stock Option shall not be transferable except by will
or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder.
Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the
Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the
Option.


6.6             
Transferability of a Non-qualified Stock Option. A Non-qualified Stock Option may, in the sole discretion of the
Committee, be transferable to a Permitted Transferee, upon written approval by the Committee to the extent provided in the Award
Agreement. If the Non-qualified Stock Option does not provide for transferability, then the Non-qualified Stock Option shall not
be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder
only by the Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in
a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter
be entitled to exercise the Option.


6.7             
Vesting of Options. Each Option may, but need not, vest and therefore become exercisable in periodic installments
that may, but need not, be equal. The Option may be subject to such other terms and conditions on the time or times when it may
be exercised (which may be based on performance or other criteria) as the Committee may deem appropriate. The vesting provisions
of individual Options may vary. No Option may be exercised for a fraction of a share of Common Stock. The Committee may, but shall
not be required to, provide for an acceleration of vesting and exercisability in the terms of any Award Agreement upon the occurrence
of a specified event.


6.8             
Termination of Continuous Service. Unless otherwise provided in an Award Agreement or in an employment agreement
the terms of which have been approved by the Committee, in the event an Optionholder's Continuous Service terminates (other than
upon the Optionholder's death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder
was entitled to exercise such Option as of the date of termination) but only within such period of time ending on the earlier of
(a) the date three months following the termination of the Optionholder's Continuous Service or (b) the expiration of the term
of the Option as set forth in the Award Agreement; provided that, if the termination of Continuous Service is by the Company
for Cause, all outstanding Options (whether or not vested) shall immediately terminate and cease to be exercisable. If, after termination,
the Optionholder does not exercise his or her Option within the time specified in the Award Agreement, the Option shall terminate.







    	14



    	 



    

6.9              Extension
of Termination Date. An Optionholder's Award Agreement may also provide that if the exercise of the Option following the
termination of the Optionholder's Continuous Service for any reason would be prohibited at any time because the issuance of
shares of Common Stock would violate the registration requirements under the Securities Act or any other state or federal
securities law or the rules of any securities exchange or interdealer quotation system, then the Option shall terminate on
the earlier of (a) the expiration of the term of the Option in accordance with Section 6.1 or (b) the expiration of a
period after termination of the Participant's Continuous Service that is three months after the end of the period during
which the exercise of the Option would be in violation of such registration or other securities law requirements.


6.10         
Disability of Optionholder. Unless otherwise provided in an Award Agreement, in the event that an Optionholder's
Continuous Service terminates as a result of the Optionholder's Disability, the Optionholder may exercise his or her Option (to
the extent that the Optionholder was entitled to exercise such Option as of the date of termination), but only within such period
of time ending on the earlier of (a) the date twelve (12) months following such termination or (b) the expiration of the term of
the Option as set forth in the Award Agreement. If, after termination, the Optionholder does not exercise his or her Option within
the time specified herein or in the Award Agreement, the Option shall terminate.


6.11         
Death of Optionholder. Unless otherwise provided in an Award Agreement, in the event an Optionholder's Continuous
Service terminates as a result of the Optionholder's death, then the Option may be exercised (to the extent the Optionholder was
entitled to exercise such Option as of the date of death) by the Optionholder's estate, by a person who acquired the right to exercise
the Option by bequest or inheritance or by a person designated to exercise the Option upon the Optionholder's death, but only within
the period ending on the earlier of (a) the date twelve (12) months following the date of death or (b) the expiration of the term
of such Option as set forth in the Award Agreement. If, after the Optionholder's death, the Option is not exercised within the
time specified herein or in the Award Agreement, the Option shall terminate.


6.12         
Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the
time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder
during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, the Options or portions thereof
which exceed such limit (according to the order in which they were granted) shall be treated as Non-qualified Stock Options.


7.                 
Provisions of Awards Other Than Options.


7.1             
Stock Appreciation Rights.  


(a)               
General. Each Stock Appreciation Right granted under the Plan shall be evidenced by an Award Agreement. Each Stock
Appreciation Right so granted shall be subject to the conditions set forth in this Section 7.1, and to such other conditions
not inconsistent with the Plan as may be reflected in the applicable Award Agreement. Stock Appreciation Rights may be granted
alone ("Free Standing Rights") or in tandem with an Option granted under the Plan ("Related Rights").




    	15



    	 



    

(b)              
 Grant Requirements, Any Related Right that relates to a Non-qualified Stock Option may be granted at the same time
the Option is granted or at any time thereafter but before the exercise or expiration of the Option. Any Related Right that relates
to an Incentive Stock Option must be granted at the same time the Incentive Stock Option is granted.


(c)               
Term of Stock Appreciation Rights. The term of a Stock Appreciation Right granted under the Plan shall be determined
by the Committee; provided, however, no Stock Appreciation Right shall be exercisable later than the tenth anniversary of
the Grant Date.


(d)              
Vesting of Stock Appreciation Rights. Each Stock Appreciation Right may, but need not, vest and therefore become
exercisable in periodic installments that may, but need not, be equal. The Stock Appreciation Right may be subject to such other
terms and conditions on the time or times when it may be exercised as the Committee may deem appropriate. The vesting provisions
of individual Stock Appreciation Rights may vary. No Stock Appreciation Right may be exercised for a fraction of a share of Common
Stock. The Committee may, but shall not be required to, provide for an acceleration of vesting and exercisability in the terms
of any Stock Appreciation Right upon the occurrence of a specified event.


(e)               
Exercise and Payment. Upon exercise of a Stock Appreciation Right, the holder shall be entitled to receive from the
Company an amount equal to the number of shares of Common Stock subject to the Stock Appreciation Right that is being exercised
multiplied by the excess of (i) the Fair Market Value of a share of Common Stock on the date the Award is exercised, over (ii)
the exercise price specified in the Stock Appreciation Right or related Option. Payment with respect to the exercise of a Stock
Appreciation Right shall be made on the date of exercise. Payment shall be made in the form of shares of Common Stock (with or
without restrictions as to substantial risk of forfeiture and transferability, as determined by the Committee in its sole discretion),
cash or a combination thereof, as determined by the Committee.


(f)               
Exercise Price. The exercise price of a Free Standing Stock Appreciation Right shall be determined by the Committee,
but shall not be less than 100% of the Fair Market Value of one share of Common Stock on the Grant Date of such Stock Appreciation
Right. A Related Right granted simultaneously with or subsequent to the grant of an Option and in conjunction therewith or in the
alternative thereto shall have the same exercise price as the related Option, shall be transferable only upon the same terms and
conditions as the related Option, and shall be exercisable only to the same extent as the related Option; provided, however,
that a Stock Appreciation Right, by its terms, shall be exercisable only when the Fair Market Value per share of Common Stock subject
to the Stock Appreciation Right and related Option exceeds the exercise price per share thereof and no Stock Appreciation Rights
may be granted in tandem with an Option unless the Committee determines that the requirements of Section 7.1(b) are satisfied.




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(g)              
 Reduction in the Underlying Option Shares. Upon any exercise of a Related Right, the number of shares of
Common Stock for which any related Option shall be exercisable shall be reduced by the number of shares for which the Stock Appreciation
Right has been exercised. The number of shares of Common Stock for which a Related Right shall be exercisable shall be reduced
upon any exercise of any related Option by the number of shares of Common Stock for which such Option has been exercised. 


7.2             
Restricted Awards.  


(a)               
General. A Restricted Award is an Award of actual shares of Common Stock ("Restricted Stock") or
hypothetical Common Stock units ("Restricted Stock Units") having a value equal to the Fair Market Value of an
identical number of shares of Common Stock, which may, but need not, provide that such Restricted Award may not be sold, assigned,
transferred or otherwise disposed of, pledged or hypothecated as collateral for a loan or as security for the performance of any
obligation or for any other purpose for such period (the "Restricted Period") as the Committee shall determine.
Each Restricted Award granted under the Plan shall be evidenced by an Award Agreement. Each Restricted Award so granted shall be
subject to the conditions set forth in this Section 7.2, and to such other conditions not inconsistent with the Plan as
may be reflected in the applicable Award Agreement.


(b)              
Restricted Stock and Restricted Stock Units


(i)                
Each Participant granted Restricted Stock shall execute and deliver to the Company an Award Agreement with respect to the
Restricted Stock setting forth the restrictions and other terms and conditions applicable to such Restricted Stock. If the Committee
determines that the Restricted Stock shall be held by the Company or in escrow rather than delivered to the Participant pending
the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the
Company (A) an escrow agreement satisfactory to the Committee, if applicable and (B) the appropriate blank stock power with respect
to the Restricted Stock covered by such agreement. If a Participant fails to execute an agreement evidencing an Award of Restricted
Stock and, if applicable, an escrow agreement and stock power, the Award shall be null and void. Subject to the restrictions set
forth in the Award, the Participant generally shall have the rights and privileges of a shareholder as to such Restricted Stock,
including the right to vote such Restricted Stock and the right to receive dividends; provided that, any cash dividends
and stock dividends with respect to the Restricted Stock shall be withheld by the Company for the Participant's account, and interest
may be credited on the amount of the cash dividends withheld at a rate and subject to such terms as determined by the Committee.
The cash dividends or stock dividends so withheld by the Committee and attributable to any particular share of Restricted Stock
(and earnings thereon, if applicable) shall be distributed to the Participant in cash or, at the discretion of the Committee, in
shares of Common Stock having a Fair Market Value equal to the amount of such dividends, if applicable, upon the release of restrictions
on such share and, if such share is forfeited, the Participant shall have no right to such dividends.




    	17



    	 



    

(ii)              
 The terms and conditions of a grant of Restricted Stock Units shall be reflected in an Award Agreement. No shares of Common
Stock shall be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside a fund
for the payment of any such Award. A Participant shall have no voting rights with respect to any Restricted Stock Units granted
hereunder. At the discretion of the Committee, each Restricted Stock Unit (representing one share of Common Stock) may be credited
with cash and stock dividends paid by the Company in respect of one share of Common Stock ("Dividend Equivalents").
Dividend Equivalents shall be withheld by the Company for the Participant's account, and interest may be credited on the amount
of cash Dividend Equivalents withheld at a rate and subject to such terms as determined by the Committee. Dividend Equivalents
credited to a Participant's account and attributable to any particular Restricted Stock Unit (and earnings thereon, if applicable)
shall be distributed in cash or, at the discretion of the Committee, in shares of Common Stock having a Fair Market Value equal
to the amount of such Dividend Equivalents and earnings, if applicable, to the Participant upon settlement of such Restricted Stock
Unit and, if such Restricted Stock Unit is forfeited, the Participant shall have no right to such Dividend Equivalents.


(c)               
Restrictions.


(i)                
Restricted Stock awarded to a Participant shall be subject to the following restrictions until the expiration of the Restricted
Period, and to such other terms and conditions as may be set forth in the applicable Award Agreement: (A) if an escrow arrangement
is used, the Participant shall not be entitled to delivery of the stock certificate; (B) the shares shall be subject to the restrictions
on transferability set forth in the Award Agreement; (C) the shares shall be subject to forfeiture to the extent provided in the
applicable Award Agreement; and (D) to the extent such shares are forfeited, the stock certificates shall be returned to the Company,
and all rights of the Participant to such shares and as a shareholder with respect to such shares shall terminate without further
obligation on the part of the Company.


(ii)              
Restricted Stock Units awarded to any Participant shall be subject to (A) forfeiture until the expiration of the Restricted
Period, and satisfaction of any applicable Performance Goals during such period, to the extent provided in the applicable Award
Agreement, and to the extent such Restricted Stock Units are forfeited, all rights of the Participant to such Restricted Stock
Units shall terminate without further obligation on the part of the Company and (B) such other terms and conditions as may be set
forth in the applicable Award Agreement.


(iii)            
The Committee shall have the authority to remove any or all of the restrictions on the Restricted Stock and Restricted Stock
Units whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the
date the Restricted Stock or Restricted Stock Units are granted, such action is appropriate.




    	18



    	 



    

(d)              
 Restricted Period. With respect to Restricted Awards, the Restricted Period shall commence on the Grant Date and
end at the time or times set forth on a schedule established by the Committee in the applicable Award Agreement.




No Restricted
Award may be granted or settled for a fraction of a share of Common Stock. The Committee may, but shall not be required to, provide
for an acceleration of vesting in the terms of any Award Agreement upon the occurrence of a specified event.


(e)               
Delivery of Restricted Stock and Settlement of Restricted Stock Units. Upon the expiration of the Restricted Period
with respect to any shares of Restricted Stock, the restrictions set forth in Section 7.2(c) and the applicable Award Agreement
shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award Agreement. If an
escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his or her beneficiary, without
charge, the stock certificate evidencing the shares of Restricted Stock which have not then been forfeited and with respect to
which the Restricted Period has expired (to the nearest full share) and any cash dividends or stock dividends credited to the Participant's
account with respect to such Restricted Stock and the interest thereon, if any. Upon the expiration of the Restricted Period with
respect to any outstanding Restricted Stock Units, the Company shall deliver to the Participant, or his or her beneficiary, without
charge, one share of Common Stock for each such outstanding Restricted Stock Unit ("Vested Unit") and cash equal
to any Dividend Equivalents credited with respect to each such Vested Unit in accordance with Section 7.2(b)(ii) hereof
and the interest thereon or, at the discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to
such Dividend Equivalents and the interest thereon, if any; provided, however, that, if explicitly provided in the applicable
Award Agreement, the Committee may, in its sole discretion, elect to pay cash or part cash and part Common Stock in lieu of delivering
only shares of Common Stock for Vested Units. If a cash payment is made in lieu of delivering shares of Common Stock, the amount
of such payment shall be equal to the Fair Market Value of the Common Stock as of the date on which the Restricted Period lapsed
with respect to each Vested Unit.


(f)               
Stock Restrictions. Each certificate representing Restricted Stock awarded under the Plan shall bear a legend in
such form as the Company deems appropriate.


7.3             
Performance Share Awards.  


(a)               
Grant of Performance Share Awards, Each Performance Share Award granted under the Plan shall be evidenced by an Award
Agreement. Each Performance Share Award so granted shall be subject to the conditions set forth in this Section 7.3, and
to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. The Committee shall
have the discretion to determine: (i) the number of shares of Common Stock or stock-denominated units subject to a Performance
Share Award granted to any Participant; (ii) the performance period applicable to any Award; (iii) the conditions that must be
satisfied for a Participant to earn an Award; and (iv) the other terms, conditions and restrictions of the Award.




    	19



    	 



    

(b)              
 Earning Performance Share Awards. The number of Performance Shares earned by a Participant will depend on the extent
to which the performance goals established by the Committee are attained within the applicable Performance Period, as determined
by the Committee. No payout shall be made with respect to any Performance Share Award except upon written certification by the
Committee that the minimum threshold performance goal(s) have been achieved.


7.4             
Performance Compensation Awards.  


(a)               
General. The Committee shall have the authority, at the time of grant of any Award described in this Plan (other
than Options and Stock Appreciation Rights granted with an exercise price equal to or greater than the Fair Market Value per share
of Common Stock on the Grant Date), to designate such Award as a Performance Compensation Award in order to qualify such Award
as "performance-based compensation" under Section 162(m) of the Code. In addition, the Committee shall have the authority
to make an Award of a cash bonus to any Participant and designate such Award as a Performance Compensation Award in order to qualify
such Award as "performance-based compensation" under Section 162(m) of the Code.


(b)              
Eligibility. The Committee will, in its sole discretion, designate within the first 90 days of a Performance Period
(or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code) which Participants will be eligible
to receive Performance Compensation Awards in respect of such Performance Period. However, designation of a Participant eligible
to receive an Award hereunder for a Performance Period shall not in any manner entitle the Participant to receive payment in respect
of any Performance Compensation Award for such Performance Period. The determination as to whether or not such Participant becomes
entitled to payment in respect of any Performance Compensation Award shall be decided solely in accordance with the provisions
of this Section 7.4. Moreover, designation of a Participant eligible to receive an Award hereunder for a particular Performance
Period shall not require designation of such Participant eligible to receive an Award hereunder in any subsequent Performance Period
and designation of one person as a Participant eligible to receive an Award hereunder shall not require designation of any other
person as a Participant eligible to receive an Award hereunder in such period or in any other period.


(c)               
Discretion of Committee with Respect to Performance Compensation Awards, With regard to a particular Performance
Period, the Committee shall have full discretion to select the length of such Performance Period (provided any such Performance
Period shall be not less than one fiscal quarter in duration), the type(s) of Performance Compensation Awards to be issued, the
Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goal(s)
that is (are) to apply to the Company and the Performance Formula. Within the first ninety (90) days of a Performance Period (or,
if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), the Committee shall, with regard to
the Performance Compensation Awards to be issued for such Performance Period, exercise its discretion with respect to each of the
matters enumerated in the immediately preceding sentence of this Section 7.4(c) and record the same in writing.




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(d)              
 Payment of Performance Compensation Awards


(i)                
Condition to Receipt of Payment. Unless otherwise provided in the applicable Award Agreement, a Participant must
be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation
Award for such Performance Period.


(ii)              
Limitation. A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only
to the extent that: (A) the Performance Goals for such period are achieved; and (B) the Performance Formula as applied against
such Performance Goals determines that all or some portion of such Participant's Performance Compensation Award has been earned
for the Performance Period.


(iii)            
Certification. Following the completion of a Performance Period, the Committee shall review and certify in writing
whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, calculate and certify
in writing the amount of the Performance Compensation Awards earned for the period based upon the Performance Formula. The Committee
shall then determine the actual size of each Participant's Performance Compensation Award for the Performance Period and, in so
doing, may apply Negative Discretion in accordance with Section 7.4(d)(iv) hereof, if and when it deems appropriate.


(iv)            
Use of Discretion. In determining the actual size of an individual Performance Compensation Award for a Performance
Period, the Committee may reduce or eliminate the amount of the Performance Compensation Award earned under the Performance Formula
in the Performance Period through the use of Negative Discretion if, in its sole judgment, such reduction or elimination is appropriate.
The Committee shall not have the discretion to (A) grant or provide payment in respect of Performance Compensation Awards for a
Performance Period if the Performance Goals for such Performance Period have not been attained or (B) increase a Performance Compensation
Award above the maximum amount payable under Section 7.4(d)(vi) of the Plan.


(v)              
Timing of Award Payments. Performance Compensation Awards granted for a Performance Period shall be paid to Participants
as soon as administratively practicable following completion of the certifications required by this Section 7.4.


(vi)             Maximum
Award Payable. Notwithstanding any provision contained in this Plan to the contrary, the maximum Performance Compensation
Award payable to any one Participant under the Plan for a Performance Period (excluding any Options and Stock
Appreciation Rights) is 3,000,000 shares of Common Stock or, in the event such Performance Compensation Award is paid in
cash, the equivalent cash value thereof on the first or last day of the Performance Period to which such Award relates, as
determined by the Committee. The maximum amount that can be paid in any calendar year to any Participant pursuant to a cash
bonus Award described in the last sentence of Section 7.4(a) shall be $1,000,000. Furthermore, any Performance
Compensation Award that has been deferred shall not (between the date as of which
the Award is deferred and the payment date) increase (A) with respect to a Performance Compensation Award that is payable in cash,
by a measuring factor for each fiscal year greater than a reasonable rate of interest set by the Committee or (B) with respect
to a Performance Compensation Award that is payable in shares of Common Stock, by an amount greater than the appreciation of a
share of Common Stock from the date such Award is deferred to the payment date.




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8.                 
Securities Law Compliance. Each Award Agreement shall provide that no shares of Common Stock shall be purchased
or sold thereunder unless and until (a) any then applicable requirements of state or federal laws and regulatory agencies have
been fully complied with to the satisfaction of the Company and its counsel and (b) if required to do so by the Company, the Participant
has executed and delivered to the Company a letter of investment intent in such form and containing such provisions as the Committee
may require. The Company shall use reasonable efforts to seek to obtain from each regulatory commission or agency having jurisdiction
over the Plan such authority as may be required to grant Awards and to issue and sell shares of Common Stock upon exercise of the
Awards; provided, however, that this undertaking shall not require the Company to register under the Securities Act the
Plan, any Award or any Common Stock issued or issuable pursuant to any such Award. If, after reasonable efforts, the Company is
unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for
the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue
and sell Common Stock upon exercise of such Awards unless and until such authority is obtained.


9.                 
Use of Proceeds from Stock. Proceeds from the sale of Common Stock pursuant to Awards, or upon exercise thereof,
shall constitute general funds of the Company.


10.             
Miscellaneous.


10.1         
Acceleration of Exercisability and Vesting. The Committee shall have the power to accelerate the time at which an
Award may first be exercised or the time during which an Award or any part thereof will vest in accordance with the Plan, notwithstanding
the provisions in the Award stating the time at which it may first be exercised or the time during which it will vest.


10.2         
Shareholder Rights. Except as provided in the Plan or an Award Agreement, no Participant shall be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to such Award unless and
until such Participant has satisfied all requirements for exercise of the Award pursuant to its terms and no adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions of other rights
for which the record date is prior to the date such Common Stock certificate is issued, except as provided in Section 11
hereof.


10.3         
No Employment or Other Service Rights. Nothing in the Plan or any instrument executed or Award granted pursuant thereto
shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time
the Award was granted or shall affect
the right of the Company or an Affiliate to terminate (a) the employment of an Employee with or without notice and with or without
Cause or (b) the service of a Director pursuant to the By-laws of the Company or an Affiliate, and any applicable provisions of
the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.




    	22



    	 



    




10.4         
Transfer; Approved Leave of Absence. For purposes of the Plan, no termination of employment by an Employee shall
be deemed to result from either (a) a transfer to the employment of the Company from an Affiliate or from the Company to an Affiliate,
or from one Affiliate to another, or (b) an approved leave of absence for military service or sickness, or for any other purpose
approved by the Company, if the Employee's right to reemployment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the Committee otherwise so provides in writing, in either case,
except to the extent inconsistent with Section 409A of the Code if the applicable Award is subject thereto.


10.5         
Withholding Obligations. To the extent provided by the terms of an Award Agreement and subject to the discretion
of the Committee, 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: (a) tendering a cash payment; (b) 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 (c) delivering to the Company previously owned
and unencumbered shares of Common Stock of the Company.


11.             
Adjustments Upon Changes in Stock. In the event of changes in the outstanding Common Stock or in the capital
structure of the Company by reason of any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary
corporate transaction such as any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant
change in capitalization occurring after the Grant Date of any Award, Awards granted under the Plan and any Award Agreements, the
exercise price of Options and Stock Appreciation Rights, the maximum number of shares of Common Stock subject to all Awards stated
in Section 4 and the maximum number of shares of Common Stock with respect to which any one person may be granted Awards
during any period stated in Section 4 and Section 7.4(d)(vi) will be equitably adjusted or substituted, as to the
number, price or kind of a share of Common Stock or other consideration subject to such Awards to the extent necessary to preserve
the economic intent of such Award. In the case of adjustments made pursuant to this Section 11, unless the Committee specifically
determines that such adjustment is in the best interests of the Company or its Affiliates, the Committee shall, in the case of
Incentive Stock Options, ensure that any adjustments under this Section 11 will not constitute a modification, extension
or renewal of the Incentive Stock Options within the meaning of Section 424(h)(3) of the Code and in the case of Non-qualified
Stock Options, ensure that any adjustments under this Section 11 will not constitute a modification of such Non-qualified Stock Options
within the meaning of Section 409A of the Code. Any adjustments made under this Section 11 shall be made in a manner which
does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to Awards
intended to qualify as "performance-based compensation" under Section 162(m) of the Code, any adjustments or substitutions
will not cause the Company to be denied a tax deduction on account of Section 162(m) of the Code. The Company shall give each
Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. 




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12.             
Effect of Change in Control.


12.1         
Unless otherwise provided in an Award Agreement, notwithstanding any provision of the Plan to the contrary:


(a)               
In the event of a Change in Control, all Options and Stock Appreciation Rights shall become immediately exercisable with
respect to 100% of the shares subject to such Options or Stock Appreciation Rights, and/or the Restricted Period shall expire immediately
with respect to 100% of the shares of Restricted Stock or Restricted Stock Units.


(b)              
With respect to Performance Compensation Awards, in the event of a Change in Control, all incomplete Performance Periods
in respect of such Award in effect on the date the Change in Control occurs shall end on the date of such change and the Committee
shall (i) determine the extent to which Performance Goals with respect to each such Performance Period have been met based upon
such audited or unaudited financial information then available as it deems relevant and (ii) cause to be paid to the applicable
Participant partial or full Awards with respect to Performance Goals for each such Performance Period based upon the Committee's
determination of the degree of attainment of Performance Goals or, if not determinable, assuming that the applicable "target"
levels of performance have been attained, or on such other basis determined by the Committee.


To the extent
practicable, any actions taken by the Committee under the immediately preceding clauses (a) and (b) shall occur in a manner and
at a time which allows affected Participants the ability to participate in the Change in Control with respect to the shares of
Common Stock subject to their Awards.


12.2         
In addition, in the event of a Change in Control, the Committee may in its discretion and upon at least 10 days' advance
notice to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination
thereof, the value of such Awards based upon the price per share of Common Stock received or to be received by other shareholders
of the Company in the event. In the case of any Option or Stock Appreciation Right with an exercise price (or SAR Exercise Price
in the case of a Stock Appreciation Right) that equals or exceeds the price paid for a share of Common Stock in connection with
the Change in Control, the Committee may cancel the Option or Stock Appreciation Right without the payment of consideration therefor.




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12.3         
 The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting
from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding
to all or substantially all of the assets and business of the Company and its Affiliates, taken as a whole.


13.             
Amendment of the Plan and Awards.


13.1         
Amendment of Plan. The Board at any time, and from time to time, may amend or terminate the Plan. However, except
as provided in Section11 relating to adjustments upon changes in Common Stock and Section 13.3, no amendment shall
be effective unless approved by the shareholders of the Company to the extent shareholder approval is necessary to satisfy any
Applicable Laws. At the time of such amendment, the Board shall determine, upon advice from counsel, whether such amendment will
be contingent on shareholder approval.


13.2         
Shareholder Approval. The Board may, in its sole discretion, submit any other amendment to the Plan for shareholder
approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code
and the regulations thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility
of compensation paid to certain executive officers.


13.3         
Contemplated Amendments. It is expressly contemplated that the Board may amend the Plan in any respect the Board
deems necessary or advisable to provide eligible Employees, Consultants and Directors with the maximum benefits provided or to
be provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options or
to the nonqualified deferred compensation provisions of Section 409A of the Code and/or to bring the Plan and/or Awards granted
under it into compliance therewith.


13.4         
No Impairment of Rights. Rights under any Award granted before amendment of the Plan shall not be impaired by any
amendment of the Plan unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing.


13.5         
Amendment of Awards. The Committee at any time, and from time to time, may amend the terms of any one or more Awards;
provided, however, that the Committee may not affect any amendment which would otherwise constitute an impairment of the
rights under any Award unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing.


14.             
General Provisions.


14.1         
Forfeiture Events. The Committee may specify in an Award Agreement that the Participant's rights, payments and benefits
with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain events,
in addition to applicable vesting conditions of an Award. Such events may include, without limitation, breach of non-competition,
non-solicitation, confidentiality, or other restrictive covenants that are contained in the Award Agreement or otherwise applicable
to the Participant, a termination of
the Participant's Continuous Service for Cause, or other conduct by the Participant that is detrimental to the business or reputation
of the Company and/or its Affiliates.




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14.2         
Clawback. Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law,
government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required
to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company
pursuant to any such law, government regulation or stock exchange listing requirement).


14.3         
Other Compensation Arrangements. Nothing contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, subject to shareholder approval if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases.


14.4         
Sub-plans. The Committee may from time to time establish sub-plans under the Plan for purposes of satisfying blue
sky, securities, tax or other laws of various jurisdictions in which the Company intends to grant Awards. Any sub-plans shall contain
such limitations and other terms and conditions as the Committee determines are necessary or desirable. All sub-plans shall be
deemed a part of the Plan, but each sub-plan shall apply only to the Participants in the jurisdiction for which the sub-plan was
designed.


14.5         
Deferral of Awards. The Committee may establish one or more programs under the Plan to permit selected Participants
the opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or
other event that absent the election would entitle the Participant to payment or receipt of shares of Common Stock or other consideration
under an Award. The Committee may establish the election procedures, the timing of such elections, the mechanisms for payments
of, and accrual of interest or other earnings, if any, on amounts, shares or other consideration so deferred, and such other terms,
conditions, rules and procedures that the Committee deems advisable for the administration of any such deferral program.


14.6         
Unfunded Plan. The Plan shall be unfunded. Neither the Company, the Board nor the Committee shall be required to
establish any special or separate fund or to segregate any assets to assure the performance of its obligations under the Plan.


14.7         
Recapitalizations. Each Award Agreement shall contain provisions required to reflect the provisions of Section
11.


14.8         
Delivery. Upon exercise of a right granted under this Plan, the Company shall issue Common Stock or pay any amounts
due within a reasonable period of time thereafter. Subject to any statutory or regulatory obligations the Company may otherwise
have, for purposes of this Plan, 30 days shall be considered a reasonable period of time.


14.9         
No Fractional Shares. No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The
Committee shall determine whether cash, additional Awards or other securities
or property shall be issued or paid in lieu of fractional shares of Common Stock or whether any fractional shares should be rounded,
forfeited or otherwise eliminated.




    	26



    	 



    




14.10     
Other Provisions. The Award Agreements authorized under the Plan may contain such other provisions not inconsistent
with this Plan, including, without limitation, restrictions upon the exercise of the Awards, as the Committee may deem advisable.


14.11     
Section 409A. The Plan is intended to comply with Section 409A of the Code to the extent subject thereto, and, accordingly,
to the maximum extent permitted, the Plan shall be interpreted and administered to be in compliance therewith. Any payments described
in the Plan that are due within the "short-term deferral period" as defined in Section 409A of the Code shall not be
treated as deferred compensation unless Applicable Laws require otherwise. Notwithstanding anything to the contrary in the Plan,
to the extent required to avoid accelerated taxation and tax penalties under Section 409A of the Code, amounts that would otherwise
be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6) month period immediately following
the Participant's termination of Continuous Service shall instead be paid on the first payroll date after the six-month anniversary
of the Participant's separation from service (or the Participant's death, if earlier). Notwithstanding the foregoing, neither the
Company nor the Committee shall have any obligation to take any action to prevent the assessment of any excise tax or penalty on
any Participant under Section 409A of the Code and neither the Company nor the Committee will have any liability to any Participant
for such tax or penalty.


14.12     
Disqualifying Dispositions. Any Participant who shall make a "disposition" (as defined in Section 424 of
the Code) of all or any portion of shares of Common Stock acquired upon exercise of an Incentive Stock Option within two years
from the Grant Date of such Incentive Stock Option or within one year after the issuance of the shares of Common Stock acquired
upon exercise of such Incentive Stock Option (a "Disqualifying Disposition") shall be required to immediately
advise the Company in writing as to the occurrence of the sale and the price realized upon the sale of such shares of Common Stock.


14.13     
Section 16. It is the intent of the Company that the Plan satisfy, and be interpreted in a manner that satisfies,
the applicable requirements of Rule 16b-3 as promulgated under Section 16 of the Exchange Act so that Participants will be entitled
to the benefit of Rule 16b-3, or any other rule promulgated under Section 16 of the Exchange Act, and will not be subject to short-swing
liability under Section 16 of the Exchange Act. Accordingly, if the operation of any provision of the Plan would conflict with
the intent expressed in this Section 14.13, such provision to the extent possible shall be interpreted and/or deemed amended
so as to avoid such conflict.


14.14     
Section 162(m). To the extent the Committee issues any Award that is intended to be exempt from the deduction limitation
of Section 162(m) of the Code, the Committee may, without shareholder or grantee approval, amend the Plan or the relevant Award
Agreement retroactively or prospectively to the extent it determines necessary in order to comply with any subsequent clarification
of Section 162(m) of the Code required to preserve the Company's federal income
tax deduction for compensation paid pursuant to any such Award.




    	27



    	 



    




14.15     
Beneficiary Designation. Each Participant under the Plan may from time to time name any beneficiary or beneficiaries
by whom any right under the Plan is to be exercised in case of such Participant's death. Each designation will revoke all prior
designations by the same Participant, shall be in a form reasonably prescribed by the Committee and shall be effective only when
filed by the Participant in writing with the Company during the Participant's lifetime.


14.16     
Expenses. The costs of administering the Plan shall be paid by the Company.


14.17     
Severability. If any of the provisions of the Plan or any Award Agreement is held to be invalid, illegal or unenforceable,
whether in whole or in part, such provision shall be deemed modified to the extent, but only to the extent, of such invalidity,
illegality or unenforceability and the remaining provisions shall not be affected thereby.


14.18     
Plan Headings. The headings in the Plan are for purposes of convenience only and are not intended to define or limit
the construction of the provisions hereof.


14.19     
Non-Uniform Treatment. The Committee's determinations under the Plan need not be uniform and may be made by it selectively
among persons who are eligible to receive, or actually receive, Awards. Without limiting the generality of the foregoing, the Committee
shall be entitled to make non-uniform and selective determinations, amendments and adjustments, and to enter into non-uniform and
selective Award Agreements.


15.             
Effective Date of Plan. The Plan shall become effective as of the Effective Date, but no Award shall be exercised
(or, in the case of a stock Award, shall be granted) unless and until the Plan has been approved by the shareholders of the Company,
which approval shall be within twelve (12) months before or after the date the Plan is adopted by the Board.


16.             
Termination or Suspension of the Plan. The Plan shall terminate automatically on September 20, 2023. No Award
shall be granted pursuant to the Plan after such date, but Awards theretofore granted may extend beyond that date. The Board may
suspend or terminate the Plan at any earlier date pursuant to Section 13.1 hereof. No Awards may be granted under the Plan
while the Plan is suspended or after it is terminated. Unless the Company determines to submit Section 7.4 of the Plan and
the definition of "Performance Goal" and "Performance Criteria" to the Company's shareholders at the first
shareholder meeting that occurs in the fifth year following the year in which the Plan was last approved by shareholders (or any
earlier meeting designated by the Board), in accordance with the requirements of Section 162(m) of the Code, and such shareholder
approval is obtained, then no further Performance Compensation Awards shall be made to Covered Employees under Section 7.4
after the date of such annual meeting, but the Plan may continue in effect for Awards to Participants not in accordance with Section
162(m) of the Code.




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17.             
 Choice of Law. The law of the State of Nevada shall govern all questions concerning the construction, validity
and interpretation of this Plan, without regard to such state's conflict of law rules.


As adopted
by the Board of Directors of Geospatial Holdings, Inc. on September 23, 2013.


As approved
by the shareholders of Geospatial Holdings, Inc. on September 23, 2013.