Strategic Environmental & Energy Resources, Inc 10-K


 


Exhibit 10.6


 


Strategic
Environmental & Energy Resources, Inc.


 


SEER
2013 Equity Incentive Plan


 


Adopted
by the Board of Directors:  November 6, 2013


Approved
by the Stockholders:  ________________


Termination
Date:  November 5, 2023


 


1.           Purpose.


 


The purpose of the SEER
2013 Equity Incentive Plan is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and
independent contractors of the Company and its Related Companies by providing them the opportunity to acquire a proprietary interest
in the Company and to align their interests and efforts to the long-term interests of the Company’s shareholders.


 


2.           General.


 


(a)           Establishment
of the Plan, Effective Date. Strategic Environmental & Energy Resources, Inc, a Nevada corporation (“SEER”), hereby establishes
this incentive compensation plan to be known as the “SEER 2013 Equity Incentive Plan,” as set forth in this document
(the “Plan”). The Plan shall become effective upon the date on which the Plan is approved by the affirmative
vote of the holders of a majority of the Shares which are present or represented and entitled to vote and voted at a meeting (the
“Effective Date”), which approval must occur within the period ending twelve (12) months before or after
the date the Plan is adopted by the Board. The Plan shall remain in effect as provided in Section 6(a).


 


(b)           Eligible
Stock Award Recipients.  The persons eligible to receive Stock Awards are Employees, Directors and Consultants.


 


(c)           Available
Stock Awards.  The Plan provides for the grant of the following Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory
Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, and (v) Restricted Stock Unit Awards.


 


(d)           Purpose.  The
Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive Stock Awards
as set forth in Section 2(b), to provide incentives for such persons to exert maximum efforts for the success of the Company and
any Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit from increases in
value of the Common Stock through the granting of Stock Awards.


 


3.           Administration.


 


(a)           Administration
by Board.  The Board shall administer the Plan unless and until the Board delegates administration of the Plan to
a Committee or Committees, as provided in Section 3(c).


 


(b)           Powers
of Board.  The Board shall have the power, subject to, and within the limitations of, the express provisions of the
Plan:


 


(i)           To
determine from time to time (A) which of the persons eligible under the Plan shall be granted Stock Awards; (B) when
and how each Stock Award shall be granted; (C) what type or combination of types of Stock Award shall be granted; (D) the
provisions of each Stock Award granted (which need not be identical), including the time or times when a person shall be permitted
to receive cash or Common Stock pursuant to a Stock Award; (E) the number of shares of Common Stock with respect to which
a Stock Award shall be granted to each such person; and (F) the Fair Market Value applicable to a Stock Award.


 




    	1



    	 



    

 


(ii)          To
construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and regulations for
administration of the Plan.  The Board, in the exercise of this power, may correct any defect, omission or inconsistency
in the Plan or in any Stock Award Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan
or Stock Award fully effective.


 


(iii)         To
settle all controversies regarding the Plan and Stock Awards granted under it.


 


(iv)          To
accelerate the time at which a Stock Award may first be exercised or the time during which a Stock Award or any part thereof will
vest in accordance with the Plan, notwithstanding the provisions in the Stock Award stating the time at which it may first be exercised
or the time during which it will vest.


 


(v)           To
suspend or terminate the Plan at any time.  Suspension or termination of the Plan shall not impair rights and obligations
under any Stock Award granted while the Plan is in effect except with the written consent of the affected Participant.


 


(vi)          To
amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, amendments relating to Incentive
Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bring the Plan or Stock
Awards granted under the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except
as provided in Section 10(a) relating to Capitalization Adjustments, to the extent required by applicable law, stockholder
approval shall be required for any amendment of the Plan that either (A) materially increases the number of shares of Common
Stock available for issuance under the Plan, (B) materially expands the class of individuals eligible to receive Stock Awards
under the Plan, (C) materially increases the benefits accruing to Participants under the Plan or materially reduces the price
at which shares of Common Stock may be issued or purchased under the Plan, (D) materially extends the term of the Plan, or
(E) expands the types of Stock Awards available for issuance under the Plan.  Except as provided above, rights under
any Stock Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (1) the Company
requests the consent of the affected Participant, and (2) such Participant consents in writing.


 


(vii)         To
submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy
the requirements of Section 422 of the Code regarding Incentive Stock Options.


 


(viii)        To
approve forms of Stock Award Agreements for use under the Plan and to amend the terms of any one or more Stock Awards, including,
but not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Stock Award Agreement,
subject to any specified limits in the Plan that are not subject to Board discretion; provided however, that, the rights
under any Stock Award shall not be impaired by any such amendment unless (i) the Company requests the consent of the affected
Participant, and (ii) such Participant consents in writing.  Notwithstanding the foregoing, subject to the limitations
of applicable law, if any, and without the affected Participant’s consent, the Board may amend the terms of any one or more
Stock Awards if necessary to maintain the qualified status of the Stock Award as an Incentive Stock Option or to bring the Stock
Award into compliance with Section 409A of the Code.


 




    	2



    	 



    

 


(ix)          Generally,
to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the
Company and that are not in conflict with the provisions of the Plan or Stock Awards.


 


(x)           To
adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors
or Consultants who are foreign nationals or employed outside the United States.


 


(xi)          To
effect, at any time and from time to time, with the consent of any adversely affected Participant, (A) the reduction of the
exercise price (or strike price) of any outstanding Option or SAR under the Plan, (B) the cancellation of any outstanding
Option  or SAR under the Plan and the grant in substitution therefore of (1) a new Option or SAR under the Plan
or another equity plan of the Company covering the same or a different number of shares of Common Stock, (2) a Restricted
Stock Award, (3) a Restricted Stock Unit Award, (4) cash and/or (5) other valuable consideration (as determined
by the Board, in its sole discretion), or (C) any other action that is treated as a repricing under generally accepted accounting
principles; provided, however, that no such reduction or cancellation may be effected if it is determined, in the Company’s
sole discretion, that such reduction or cancellation would result in any such outstanding Option becoming subject to the requirements
of Section 409A of the Code.


 


(c)           Delegation
to Committee.  The Board may delegate some or all of the administration of the Plan to a Committee or Committees.  If
administration of the Plan is delegated to a Committee, the Committee shall have, in connection with the administration of the
Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate
to a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise (and references in
this Plan to the Board 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 retain the authority
to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously
delegated.


 


(d)           Delegation
to an Officer.  The Board may delegate to one or more Officers of the Company the authority to do one or both of
the following: (i) designate Officers and Employees of the Company or any of its Subsidiaries to be recipients of Options
and Stock Appreciation Rights (and, to the extent permitted by applicable law, other Stock Awards) and the terms thereof, and (ii) determine
the number of shares of Common Stock to be subject to such Stock Awards granted to such Officers and Employees; provided, however,
that the Board resolutions regarding such delegation shall specify the total number of shares of Common Stock that may be subject
to the Stock Awards granted by such Officer and that such Officer may not grant a Stock Award to himself or herself.  Notwithstanding
the foregoing, the Board may not delegate authority to an Officer to determine the Fair Market Value pursuant to Section 14(t)
below.


 


(e)           Effect
of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith shall not
be subject to review by any person and shall be final, binding and conclusive on all persons.


 


4.           Shares
Subject to the Plan.


 


(a)           Share
Reserve.  Subject to the provisions of Section 10(a) relating to Capitalization Adjustments, the aggregate number
of shares of Common Stock that may be issued pursuant to Stock Awards beginning on the Effective Date shall not exceed 4,000,000
shares (the “Share Reserve”) plus an annual increase to be added as of the first day of the Company’s
fiscal year beginning in 2015 equal to the least of (i) 1%% of the outstanding Common Stock on a fully diluted basis as of the
end of the Company’s immediately preceding fiscal year. Furthermore,
if a Stock Award (i) expires or otherwise terminates without having been exercised in full or (ii) is settled in cash
(i.e., the holder of the Stock Award receives cash rather than stock), such expiration, termination or settlement shall
not reduce (or otherwise offset) the number of shares of Common Stock that may be issued pursuant to the Plan.  For clarity,
the limitation in this Section 4(a) is a limitation in the number of shares of Common Stock that may be issued pursuant to
the Plan.  Accordingly, this Section 4(a) does not limit the granting of Stock Awards except as provided in Section 8(a).


 




    	3



    	 



    

 


(b)           Reversion
of Shares to the Share Reserve.  If any shares of Common Stock issued pursuant to a Stock Award are forfeited back
to the Company because of the failure to meet a contingency or condition required to vest such shares in the Participant, then
the shares which are forfeited shall revert to and again become available for issuance under the Plan.  Also, any shares
reacquired by the Company pursuant to Section 9(g) or as consideration for the exercise of an Option shall again become available
for issuance under the Plan.  Notwithstanding the provisions of this Section 4(b), any such shares shall not be
subsequently issued pursuant to the exercise of Incentive Stock Options.


 


(c)           Incentive
Stock Option Limit.  Notwithstanding anything to the contrary in this Section 4(c), subject to the provisions
of Section 10(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be
issued pursuant to the exercise of Incentive Stock Options shall be 4,000,000 shares of Common Stock.


 


(d)           Source
of Shares.  The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock,
including shares repurchased by the Company on the open market or otherwise.


 


5.           Eligibility.


 


(a)           Eligibility
for Specific Stock Awards.  Incentive Stock Options may be granted only to employees of the Company or a “parent
corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and (f) of
the Code).  Stock Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants; provided,
however, Nonstatutory Stock Options and SARs may not be granted to Employees, Directors and Consultants who are providing Continuous
Service only to any “parent” of the Company, as such term is defined in Rule 405, unless the stock underlying
such Stock Awards is treated as “service recipient stock” under Section 409A of the Code because the Stock Awards
are granted pursuant to a corporate transaction (such as a spin off transaction) or unless such Stock Awards comply with the distribution
requirements of Section 409A of the Code.


 


(b)           Ten
Percent Stockholders.  A Ten Percent Stockholder shall not be granted an Incentive Stock Option unless the exercise
price of such Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Option
is not exercisable after the expiration of five (5) years from the date of grant.


 


(c)           Consultants.   A
Consultant shall not be eligible for the grant of a Stock Award if, at the time of grant, either the offer or the sale of the Company’s
securities to such Consultant is not exempt under Rule 701 because of the nature of the services that the Consultant is providing
to the Company, because the Consultant is not a natural person, or because of any other provision of Rule 701, unless the
Company determines that such grant need not comply with the requirements of Rule 701 and will satisfy another exemption under
the Securities Act as well as comply with the securities laws of all other relevant jurisdictions.


 




    	4



    	 



    

 


6.           Provisions
Relating to Options and Stock Appreciation Rights.


 


Each Option or SAR shall
be in such form and shall contain such terms and conditions as the Board shall deem appropriate.  All Options shall be
separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued,
a separate certificate or certificates shall be issued for shares of Common Stock purchased on exercise of each type of Option.  If
an Option is not specifically designated as an Incentive Stock Option, then the Option shall be a Nonstatutory Stock Option. The
provisions of separate Options or SARs need not be identical; provided, however, that each Option Agreement or Stock Appreciation
Right Agreement shall conform to (through incorporation of provisions hereof by reference in the applicable Stock Award Agreement
or otherwise) the substance of each of the following provisions:


 


(a)           Term.  Subject
to the provisions of Section 5(b) regarding Ten Percent Stockholders, no Option or SAR shall be exercisable after the expiration
of ten (10) years from the date of its grant or such shorter period specified in the Stock Award Agreement.


 


(b)           Exercise
Price.  Subject to the provisions of Section 5(b) regarding Incentive Stock Options granted to Ten Percent Stockholders,
the exercise price (or strike price) of each Option or SAR shall be not less than one hundred percent (100%) of the Fair Market
Value of the Common Stock subject to the Option or SAR on the date the Option or SAR is granted.  Notwithstanding the
foregoing, an Option or SAR may be granted with an exercise price (or strike price) lower than one hundred percent (100%)
of the Fair Market Value of the Common Stock subject to the Option or SAR if such Option or SAR is granted pursuant to an assumption
of or substitution for another option or stock appreciation right pursuant to a Corporate Transaction and in a manner consistent
with the provisions of Sections 409A and 424(a) of the Code (whether or not such Stock Awards are Incentive Stock Options).  Each
SAR will be denominated in shares of Common Stock equivalents.


 


(c)           Consideration
for Options.  The purchase price of Common Stock acquired pursuant to the exercise of an Option shall be paid, to
the extent permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods
of payment set forth below.  The Board shall have the authority to grant Options that do not permit all of the following
methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of
the Company to utilize a particular method of payment.  The permitted methods of payment are as follows:


 


(i)           by
cash, check, bank draft or money order payable to the Company;


 


(ii)          pursuant
to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stock
subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions
to pay the aggregate exercise price to the Company from the sales proceeds;


 


(iii)         by
delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;


 


(iv)          by
a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable
upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price;
provided, however, that the Company shall accept a cash or other payment from the Participant to the extent of any remaining
balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued; provided,
further, that shares of Common Stock will no longer be subject to an Option and will not be exercisable thereafter to the extent
that (A) shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,”
(B) shares are delivered to the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax
withholding obligations;


 


(v)           according
to a deferred payment or similar arrangement with the Optionholder; provided, however, that interest shall compound at least
annually and shall be charged at the minimum rate of interest necessary to avoid (A) the imputation of interest income to
the Company and compensation income to the Optionholder under any applicable provisions of the Code, and (B) the classification
of the Option as a liability for financial accounting purposes; or


 




    	5



    	 



    

 


(vi)          in
any other form of legal consideration that may be acceptable to the Board.


 


(d)           Exercise
and Payment of a SAR.  To exercise any outstanding Stock Appreciation Right, the Participant must provide written
notice of exercise to the Company in compliance with the provisions of the Stock Appreciation Right Agreement evidencing such Stock
Appreciation Right.  The appreciation distribution payable on the exercise of a Stock Appreciation Right will be not
greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the Stock
Appreciation Right) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant
is vested under such Stock Appreciation Right, and with respect to which the Participant is exercising the Stock Appreciation Right
on such date, over (B) the strike price that will be determined by the Board at the time of grant of the Stock Appreciation
Right.  The appreciation distribution in respect to a Stock Appreciation Right may be paid in Common Stock, in cash,
in any combination of the two or in any other form of consideration, as determined by the Board and contained in the Stock Appreciation
Right Agreement evidencing such Stock Appreciation Right.


 


(e)           Transferability
of Options and SARs.  The Board may, in its sole discretion, impose such limitations on the transferability of Options
and SARs as the Board shall determine.  In the absence of such a determination by the Board to the contrary, the following
restrictions on the transferability of Options and SARs shall apply:


 


(i)           Restrictions
on Transfer.  An Option or SAR shall not be transferable except by will or by the laws of descent and distribution
and shall be exercisable during the lifetime of the Participant only by the Participant; provided, however, that the Board
may, in its sole discretion, permit transfer of the Option or SAR to such extent as permitted by Rule 701 and in a manner
consistent with applicable tax and securities laws upon the Participant’s request.


 


(ii)          Domestic
Relations Orders.  Notwithstanding the foregoing, an Option or SAR may be transferred pursuant to a domestic relations
order; provided, however, that if an Option is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory
Stock Option as a result of such transfer.


 


(iii)         Beneficiary
Designation.  Notwithstanding the foregoing, the Participant may, by delivering written notice to the Company, in
a form provided by or otherwise satisfactory to the Company and any broker designated by the Company to effect Option exercises,
designate a third party who, in the event of the death of the Participant, shall thereafter be entitled to exercise the Option
or SAR and receive the Common Stock or other consideration resulting from such exercise.  In the absence of such a designation,
the executor or administrator of the Participant’s estate shall be entitled to exercise the Option or SAR and receive the
Common Stock or other consideration resulting from such exercise.


 


(f)           Vesting
Generally.  The total number of shares of Common Stock subject to an Option or SAR may vest and therefore become
exercisable in periodic installments that may or may not be equal.  The Option or SAR may be subject to such other terms
and conditions on the time or times when it may or may not be exercised (which may be based on the satisfaction of performance
goals or other criteria) as the Board may deem appropriate.  The vesting provisions of individual Options or SARs may
vary.  The provisions of this Section 6(f) are subject to any Option or SAR provisions governing the minimum number
of shares of Common Stock as to which an Option or SAR may be exercised.


 




    	6



    	 



    

 


(g)           Termination
of Continuous Service. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between
the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or
upon the Participant’s death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the
Participant was entitled to exercise such Stock Award as of the date of termination of Continuous Service) but only within such
period of time ending on the earlier of (i) the date three (3) months following the termination of the Participant’s
Continuous Service (or such longer or shorter period specified in the Stock Award Agreement, which period shall not be less than
thirty (30) days if necessary to comply with applicable state laws unless such termination is for Cause) or (ii) the
expiration of the term of the Option or SAR as set forth in the Stock Award Agreement.  If, after termination of Continuous
Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the Stock Award Agreement
(as applicable), the Option or SAR shall terminate.


 


(h)           Extension
of Termination Date. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the
Participant and the Company, if the exercise of an Option or SAR following the termination of the Participant’s Continuous
Service (other than for Cause or upon the Participant’s death or Disability) would be prohibited at any time solely because
the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the Option or
SAR shall terminate on the earlier of (i) the expiration of a period of three (3) months after the termination of
the Participant’s Continuous Service during which the exercise of the Option or SAR would not be in violation of such registration
requirements, or (ii) the expiration of the term of the Option or SAR as set forth in the Stock Award Agreement.  In
addition, unless otherwise provided in a Participant’s Award Agreement, if the sale of any Common Stock received upon exercise
of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause) would violate
the Company’s insider trading policy, then the Option or SAR shall terminate on the earlier of (i) the expiration of
a period equal to the applicable post-termination exercise period after the termination of the Participant’s Continuous Service
during which the exercise of the Option or SAR would not be in violation of the Company’s insider trading policy, or (ii) the
expiration of the term of the Option or SAR as set forth in the applicable Stock Award Agreement.


 


(i)           Disability
of Participant.  Except as otherwise provided in the applicable Stock Award Agreement or other agreement between
the Participant and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s
Disability, the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise
such Option or SAR as of the date of termination of Continuous Service), but only within such period of time ending on the earlier
of (i) the date twelve (12) months following such termination of Continuous Service (or such longer or shorter period
specified in the Stock Award Agreement, which period shall not be less than six (6) months if necessary to comply with
applicable state laws), or (ii) the expiration of the term of the Option or SAR as set forth in the Stock Award Agreement.  If,
after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein
or in the Stock Award Agreement (as applicable), the Option or SAR shall terminate.


 


(j)           Death
of Participant.  Except as otherwise provided in the applicable Stock Award Agreement or other agreement between
the Participant and the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s
death, or (ii) the Participant dies within the period (if any) specified in the Stock Award Agreement after the termination of
the Participant’s Continuous Service for a reason other than death, then the Option or SAR may be exercised (to the extent
the Participant was entitled to exercise such Option or SAR as of the date of death) by the Participant’s estate, by a person
who acquired the right to exercise the Option or SAR by bequest or inheritance or by a person designated to exercise the Option
or SAR upon the Participant’s death, but only within the period ending on the earlier of (i) the date eighteen (18) months
following the date of death (or such longer or shorter period specified in the Stock Award Agreement, which period shall not be
less than six (6) months if necessary to comply with applicable state laws), or (ii) the expiration of the term
of such Option or SAR as set forth in the Stock Award Agreement.  If, after the Participant’s death, the Option
or SAR is not exercised within the time specified herein or in the Stock Award Agreement (as applicable), the Option or SAR shall
terminate.


 




    	7



    	 



    

 


(k)           Termination
for Cause.  Except as explicitly provided otherwise in a Participant’s Stock Award Agreement, if a Participant’s
Continuous Service is terminated for Cause, the Option or SAR shall terminate upon the termination date of such Participant’s
Continuous Service, and the Participant shall be prohibited from exercising his or her Option or SAR from and after the time of
such termination of Continuous Service.


 


(l)           Non-Exempt
Employees.  No Option or SAR granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards
Act of 1938, as amended, shall be first exercisable for any shares of Common Stock until at least six months following the
date of grant of the Option or SAR.  Notwithstanding the foregoing, consistent with the provisions of the Worker Economic
Opportunity Act, in the event of the Participant’s death or Disability, upon a Corporate Transaction or a Change in Control
in which the vesting of such Options or SARs accelerates, or upon the Participant’s retirement (as such term may be defined
in the Participant’s Stock Award Agreement or in another applicable agreement or in accordance with the Company’s then
current employment policies and guidelines) any such vested Options and SARs may be exercised earlier than six months following
the date of grant.  The foregoing provision is intended to operate so that any income derived by a non-exempt employee
in connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay.


 


(m)           Early
Exercise of Options.  An Option may, but need not, include a provision whereby the Optionholder may elect at any
time before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the shares of
Common Stock subject to the Option prior to the full vesting of the Option.  Subject to the “Repurchase Limitation”
in Section 9(l), any unvested shares of Common Stock so purchased may be subject to a repurchase right in favor of the Company
or to any other restriction the Board determines to be appropriate.  Provided that the “Repurchase Limitation”
in Section 9(l) is not violated, the Company shall not be required to exercise its repurchase right until at least six (6) months
(or such longer or shorter period of time required to avoid classification of the Option as a liability for financial accounting
purposes) have elapsed following exercise of the Option unless the Board otherwise specifically provides in the Option Agreement.


 


(n)           Right
of Repurchase.  Subject to the “Repurchase Limitation” in Section 9(l), the Option or SAR may
include a provision whereby the Company may elect to repurchase all or any part of the vested shares of Common Stock acquired by
the Participant pursuant to the exercise of the Option or SAR.


 


(o)           Right
of First Refusal.  The Option or SAR may include a provision whereby the Company may elect to exercise a right of
first refusal following receipt of notice from the Participant of the intent to transfer all or any part of the shares of Common
Stock received upon the exercise of the Option or SAR.  Such right of first refusal shall be subject to the “Repurchase Limitation”
in Section 9(l).  Except as expressly provided in this Section 6(o) or in the Stock Award Agreement, such right
of first refusal shall otherwise comply with any applicable provisions of the Bylaws of the Company.


 


7.           Provisions
of Restricted Stock Awards and Restricted Stock Units.


 


(a)           Restricted
Stock Awards.  Each Restricted Stock Award Agreement shall be in such form and shall contain such terms and conditions
as the Board shall deem appropriate.  To the extent consistent with the Company’s Bylaws, at the Board’s
election, shares of Common Stock may be (x) held in book entry form subject to the Company’s instructions until any
restrictions relating to the Restricted Stock Award lapse; or (y) evidenced by a certificate, which certificate shall be held
in such form and manner as determined by the Board.  The terms and conditions of Restricted Stock Award Agreements may
change from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical; provided,
however, that each Restricted Stock Award Agreement shall conform to (through incorporation of the provisions hereof by reference
in the agreement or otherwise) the substance of each of the following provisions:


 




    	8



    	 



    

 


(i)           Consideration.
A Restricted Stock Award may be awarded in consideration for (A) cash or cash equivalents, (B) past or future services actually
or to be rendered to the Company or an Affiliate, or (C) any other form of legal consideration that may be acceptable to the
Board in its sole discretion and permissible under applicable law.


 


(ii)          Vesting.  Subject
to the “Repurchase Limitation” in Section 9(l), shares of Common Stock awarded under the Restricted Stock
Award Agreement may be subject to forfeiture to the Company in accordance with a vesting schedule to be determined by the Board.


 


(iii)         Termination
of Participant’s Continuous Service.  If a Participant’s Continuous Service terminates, the Company may
receive through a forfeiture condition or a repurchase right, any or all of the shares of Common Stock held by the Participant
that have not vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.


 


(iv)          Transferability.  Rights
to acquire shares of Common Stock under the Restricted Stock Award Agreement shall be transferable by the Participant only upon
such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board shall determine in its sole discretion,
so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted Stock
Award Agreement.


 


(v)           Dividends.  A
Restricted Stock Award Agreement may provide that any dividends paid on Restricted Stock will be subject to the same vesting and
forfeiture restrictions as apply to the shares subject to the Restricted Stock Award to which they relate.


 


(b)           Restricted
Stock Unit Awards.  Each Restricted Stock Unit Award Agreement shall be in such form and shall contain such terms
and conditions as the Board shall deem appropriate.  The terms and conditions of Restricted Stock Unit Award Agreements
may change from time to time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical,
provided, however, that each Restricted Stock Unit Award Agreement shall conform to (through incorporation of the provisions
hereof by reference in the Agreement or otherwise) the substance of each of the following provisions:


 


(i)           Consideration.  At
the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant
upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award.  The consideration to be paid
(if any) by the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of
legal consideration that may be acceptable to the Board in its sole discretion and permissible under applicable law.


 


(ii)          Vesting.  At
the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the vesting of
the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.


 


(iii)         Payment.  A
Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof
or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.


 


(iv)          Additional
Restrictions.  At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may
impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject
to a Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award.


 




    	9



    	 



    

 


(v)           Dividend
Equivalents.  Dividend equivalents may be credited in respect of shares of Common Stock covered by a Restricted Stock
Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.  At the sole discretion
of the Board, such dividend equivalents may be converted into additional shares of Common Stock covered by the Restricted Stock
Unit Award in such manner as determined by the Board.  Any additional shares covered by the Restricted Stock Unit Award
credited by reason of such dividend equivalents will be subject to all the terms and conditions of the underlying Restricted Stock
Unit Award Agreement to which they relate.


 


(vi)          Termination
of Participant’s Continuous Service.  Except as otherwise provided in the applicable Restricted Stock Unit
Award Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s
termination of Continuous Service.


 


(vii)         Compliance
with Section 409A of the Code.   Notwithstanding anything to the contrary set forth herein, any Restricted
Stock Unit Award granted under the Plan that is not exempt from the requirements of Section 409A of the Code shall contain
such provisions so that such Restricted Stock Unit Award will comply with the requirements of Section 409A of the Code.  Such
restrictions, if any, shall be determined by the Board and contained in the Restricted Stock Unit Award Agreement evidencing such
Restricted Stock Unit Award.  For example, such restrictions may include, without limitation, a requirement that any
Common Stock that is to be issued in a year following the year in which the Restricted Stock Unit Award vests must be issued in
accordance with a fixed pre-determined schedule.


 


8.           Covenants
of the Company.


 


(a)           Availability
of Shares.  During the terms of the Stock Awards, the Company shall keep available at all times the number of shares
of Common Stock reasonably required to satisfy such Stock Awards.


 


(b)           Securities
Law Compliance.  The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over
the Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of
the Stock Awards; provided, however, that this undertaking shall not require the Company to register under the Securities
Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award.  If, after reasonable
efforts, the Company is unable to obtain from any such regulatory commission or agency the authority that 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 Stock Awards unless and until such authority is obtained. A Participant
shall not be eligible for the grant of a Stock Award or the subsequent issuance of Common Stock pursuant to the Stock Award if
such grant or issuance would be in violation of any applicable securities law.


 


(c)           No
Obligation to Notify.  The Company shall have no duty or obligation to any Participant to advise such holder as to
the time or manner of exercising such Stock Award.  Furthermore, the Company shall have no duty or obligation to warn
or otherwise advise such holder of a pending termination or expiration of a Stock Award or a possible period in which the Stock
Award may not be exercised.  The Company has no duty or obligation to minimize the tax consequences of a Stock Award
to the holder of such Stock Award.


 




    	10



    	 



    

 


 


9.           Miscellaneous.


 


(a)           Use
of Proceeds from Sales of Common Stock.  Proceeds from the sale of shares of Common Stock pursuant to Stock Awards
shall constitute general funds of the Company.


 


(b)           Corporate
Action Constituting Grant of Stock Awards.  Corporate action constituting a grant by the Company of a Stock Award
to any Participant shall be deemed completed as of the date of such corporate action, unless otherwise determined by the Board,
regardless of when the instrument, certificate, or letter evidencing the Stock Award is communicated to, or actually received or
accepted by, the Participant.


 


(c)           Stockholder
Rights.  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 Stock Award unless and until (i) such Participant has satisfied all requirements
for exercise of the Stock Award pursuant to its terms, if applicable, and (ii) the issuance of the Common Stock subject to
such Stock Award has been entered into the books and records of the Company.


 


(d)           No
Employment or Other Service Rights.  Nothing in the Plan, any Stock Award Agreement or any other instrument executed
thereunder or in connection with any Stock 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 Stock Award was granted or shall affect the right
of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause,
(ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate,
or (iii) the service of a Director pursuant to the Bylaws 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.


 


(e)           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 any Affiliates) exceeds one hundred thousand dollars ($100,000), the
Options or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory
Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s).


 


(f)           Investment
Assurances.  The Company may require a Participant, as a condition of exercising or acquiring Common Stock under
any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience
in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable
and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to the
Company stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own account
and not with any present intention of selling or otherwise distributing the Common Stock.  The foregoing requirements,
and any assurances given pursuant to such requirements, shall be inoperative if (x) the issuance of the shares upon the exercise
or acquisition of Common Stock under the Stock Award has been registered under a then currently effective registration statement
under the Securities Act, or (y) as to any particular requirement, a determination is made by counsel for the Company that
such requirement need not be met in the circumstances under the then applicable securities laws.  The Company may, upon
advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or
appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer
of the Common Stock.


 




    	11



    	 



    

 


(g)           Withholding
Obligations.  Unless prohibited by the terms of a Stock Award Agreement, the Company may, in its sole discretion,
satisfy any federal, state or local tax withholding obligation relating to a Stock Award by any of the following means or by a
combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock
from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Stock 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 such lesser amount as may be necessary to avoid classification of the Stock Award as a liability for financial accounting
purposes); (iii) withholding payment from any amounts otherwise payable to the Participant; (iv) withholding cash from
a Stock Award settled in cash; or (v) by such other method as may be set forth in the Stock Award Agreement.


 


(h)           Electronic
Delivery.  Any reference herein to a “written” agreement or document shall include any agreement or document
delivered electronically or posted on the Company’s intranet.


 


(i)           Deferrals.  To
the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock or the
payment of cash, upon the exercise, vesting or settlement of all or a portion of any Stock Award may be deferred and may establish
programs and procedures for deferral elections to be made by Participants.  Deferrals by Participants will be made in
accordance with Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions
while a Participant is still an employee or otherwise providing services to the Company.  The Board is authorized to
make deferrals of Stock Awards and determine when, and in what annual percentages, Participants may receive payments, including
lump sum payments, following the Participant’s termination of Continuous Service, and implement such other terms and conditions
consistent with the provisions of the Plan and in accordance with applicable law.


 


(j)           Compliance
with Section 409A.  To the extent that the Board determines that any Stock Award granted hereunder is subject to
Section 409A of the Code, the Stock Award Agreement evidencing such Stock Award shall incorporate the terms and conditions
necessary to avoid the consequences specified in Section 409A(a)(1) of the Code.  To the extent applicable, the
Plan and Stock Award Agreements shall be interpreted in accordance with Section 409A of the Code.


 


(k)           Compliance
with Exemption Provided by Rule 12h-1(f).  If: (i) the aggregate of the number of Optionholders and the number
of holders of all other outstanding compensatory employee stock options to purchase shares of Common Stock equals or exceeds five hundred (500),
and (ii) the assets of the Company at the end of the Company’s most recently completed fiscal year exceed $10 million,
then the following restrictions shall apply during any period during which the Company does not have a class of its securities
registered under Section 12 of the Exchange Act and is not required to file reports under Section 15(d) of the Exchange
Act: (A) the Options and, prior to exercise, the shares of Common Stock acquired upon exercise of the Options may not be transferred
until the Company is no longer relying on the exemption provided by Rule 12h-1(f) promulgated under the Exchange Act (“Rule 12h-1(f)”),
except: (1) as permitted by Rule 701(c) promulgated under the Securities Act, (2) to a guardian upon the disability
of the Optionholder, or (3) to an executor upon the death of the Optionholder (collectively, the “Permitted Transferees”);
provided, however, the following transfers are permitted: (i) transfers by the Optionholder to the Company, and (ii) transfers
in connection with a change of control or other acquisition involving the Company, if following such transaction, the Options no
longer remain outstanding and the Company is no longer relying on the exemption provided by Rule 12h-1(f); provided further,
that any Permitted Transferees may not further transfer the Options; (B) except as otherwise provided in (A) above, the
Options and shares of Common Stock acquired upon exercise of the Options are restricted as to any pledge, hypothecation, or other
transfer, including any short position, any “put equivalent position” as defined by Rule 16a-1(h) promulgated
under the Exchange Act, or any “call equivalent position” as defined by Rule 16a-1(b) promulgated under
the Exchange Act by the Optionholder prior to exercise of an Option until the Company is no longer relying on the exemption provided
by Rule 12h-1(f); and (C) at any time that the Company is relying on the exemption provided by Rule 12h-1(f), the
Company shall deliver to Optionholders (whether by physical or electronic delivery or written notice of the availability of the
information on an internet site) the information required by Rule 701(e)(3), (4), and (5) promulgated under the Securities
Act every six (6) months, including financial statements that are not more than one hundred eighty (180) days
old; provided, however, that the Company may condition the delivery of such information upon the Optionholder’s agreement
to maintain its confidentiality.


 




    	12



    	 



    

 


(l)           Repurchase
Limitation.  The terms of any repurchase right shall be specified in the Stock Award Agreement.  The repurchase
price for vested shares of Common Stock shall be the Fair Market Value of the shares of Common Stock on the date of repurchase.  The
repurchase price for unvested shares of Common Stock shall be the lower of (i) the Fair Market Value of the shares of Common
Stock on the date of repurchase or (ii) their original purchase price.  However, the Company shall not exercise
its repurchase right until at least six (6) months (or such longer or shorter period of time necessary to avoid classification
of the Stock Award as a liability for financial accounting purposes) have elapsed following delivery of shares of Common Stock
subject to the Stock Award, unless otherwise specifically provided by the Board.


 


10.          Adjustments
upon Changes in Common Stock; Other Corporate Events.


 


(a)           Capitalization
Adjustments.  In the event of a Capitalization Adjustment, the Board shall appropriately and  proportionately
adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 4(a), (ii) the
class(es) and maximum number of securities that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 4(c),
and (iii) the class(es) and number of securities and price per share of stock subject to outstanding Stock Awards.  The
Board shall make such adjustments, and its determination shall be final, binding and conclusive.


 


(b)           Dissolution
or Liquidation.  Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation
of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock
not subject to a forfeiture condition or the Company’s right of repurchase) shall terminate immediately prior to the completion
of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or subject
to a forfeiture condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock
Award is providing Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all
Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock
Awards have not previously expired or terminated) before the dissolution or liquidation is completed but contingent on its completion.


 


(c)           Corporate
Transaction.   The following provisions shall apply to Stock Awards in the event of a Corporate Transaction unless
otherwise provided in the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate
and the holder of the Stock Award or unless otherwise expressly provided by the Board at the time of grant of a Stock Award.  Except
as otherwise stated in the Stock Award Agreement, in the event of a Corporate Transaction, then, notwithstanding any other provision
of the Plan, the Board shall take one or more of the following actions with respect to Stock Awards, contingent upon the closing
or completion of the Corporate Transaction:


 


(i)           arrange
for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) to assume
or continue the Stock Award or to substitute a similar stock award for the Stock Award (including, but not limited to, an award
to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction);


 




    	13



    	 



    

 


(ii)          arrange
for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to
the Stock Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent
company);


 


(iii)         accelerate
the vesting, in whole or in part, of the Stock Award (and, if applicable, the time at which the Stock Award may be exercised) to
a date prior to the effective time of such Corporate Transaction as the Board shall determine (or, if the Board shall not determine
such a date, to the date that is five (5) days prior to the effective date of the Corporate Transaction), with such Stock
Award terminating if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction;


 


(iv)          arrange
for the lapse of any reacquisition or repurchase rights held by the Company with respect to the Stock Award;


 


(v)           cancel
or arrange for the cancellation of the Stock Award, to the extent not vested or not exercised prior to the effective time of the
Corporate Transaction, in exchange for such cash consideration, if any, as the Board, in its sole discretion, may consider appropriate;
and


 


(vi)          make
a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property the
holder of the Stock Award would have received upon the exercise of the Stock Award, over (B) any exercise price payable by
such holder in connection with such exercise.


 


The Board need not take
the same action with respect to all Stock Awards or with respect to all Participants.


 


(d)           Change
in Control.  A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after
a Change in Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written
agreement between the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration
shall occur.


 


11.          Termination
or Suspension of the Plan.


 


(a)           Plan
Term.  The Board may suspend or terminate the Plan at any time.  Unless sooner terminated by the Board
pursuant to Section 3, the Plan shall automatically terminate on the day before the tenth (10th) anniversary of the earlier
of (i) the date the Plan is adopted by the Board, or (ii) the date the Plan is approved by the stockholders of the Company.  No
Stock Awards may be granted under the Plan while the Plan is suspended or after it is terminated.


 


(b)           No
Impairment of Rights.  Suspension or termination of the Plan shall not impair rights and obligations under any Stock
Award granted while the Plan is in effect except with the written consent of the affected Participant.


 


12.          Effective
Date of Plan.


 


This Plan shall become
effective on the Effective Date.


 


13.          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 that
state’s conflict of laws rules.


 




    	14



    	 



    

 


14.          Definitions.   As
used in the Plan, the following definitions shall apply to the capitalized terms indicated below:


 


(a)           “Affiliate”
means, at the time of determination, any “parent” or “majority-owned subsidiary” of the Company, as such
terms are defined in Rule 405 of the Securities Act.  The Board shall have the authority to determine the time or
times at which “parent” or “majority-owned subsidiary” status is determined within the foregoing definition.


 


(b)           “Board”
means the Board of Directors of the Company.


 


(c)           “Capitalization
Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject
to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company (through
merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash,
large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate
structure, or any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards
No. 123 (revised).  Notwithstanding the foregoing, the conversion of any convertible securities of the Company shall
not be treated as a Capitalization Adjustment.


 


(d)           “Cause” shall
have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and,
in the absence of such agreement, such term means with respect to a Participant, the occurrence of any of the
following events:  (i) such Participant’s commission of any felony or any crime involving fraud, dishonesty
or moral turpitude under the laws of the United States or any state thereof; (ii) such Participant’s attempted commission
of, or participation in, a fraud or act of dishonesty against the Company; (iii) such Participant’s intentional, material
violation of any contract or agreement between the Participant and the Company or of any statutory duty owed to the Company; (iv) such
Participant’s unauthorized use or disclosure of the Company’s confidential information or trade secrets; or (v) such
Participant’s gross misconduct. The determination that a termination of the Participant’s Continuous Service is either
for Cause or without Cause shall be made by the Company in its sole discretion.  Any determination by the Company that
the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Stock Awards held
by such Participant shall have no effect upon any determination of the rights or obligations of the Company or such Participant
for any other purpose.


 


(e)           “Change
in Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more
of the following events:


 


(i)           any
Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%)
of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation
or similar transaction.  Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on
account of the acquisition of securities of the Company directly from the Company, (B) on account of the acquisition of securities
of the Company by an investor, any affiliate thereof or any other Exchange Act Person that acquires the Company’s securities
in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through
the issuance of equity securities or (C) solely because the level of Ownership held by any Exchange Act Person (the “Subject Person”)
exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition
of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur
(but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share
acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition
had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated
percentage threshold, then a Change in Control shall be deemed to occur;


 




    	15



    	 



    

 


(ii)          there
is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after
the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto
do not Own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%)
of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more
than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger,
consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding
voting securities of the Company immediately prior to such transaction;


 


(iii)         the
stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete
dissolution or liquidation of the Company shall otherwise occur, except for a liquidation into a parent corporation;


 


(iv)          there
is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of
the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated
assets of the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of
the voting securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership
of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition; or


 


(v)           individuals
who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment
or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members
of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the
Incumbent Board.


 


Notwithstanding the
foregoing definition or any other provision of this Plan, (A) the term Change in Control shall not include a sale of assets,
merger or other transaction effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition
of Change in Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant
shall supersede the foregoing definition with respect to Stock Awards subject to such agreement; provided, however, that
if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing
definition shall apply.


 


(f)           “Code”
means the Internal Revenue Code of 1986, as amended, as well as any applicable regulations and guidance thereunder.


 


(g)           “Committee”
means a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with Section 3(c).


 


(h)           “Common
Stock” means the common stock of the Company.


 


(i)           “Company”
means Strategic Environmental & Energy Recourses, Inc. (“SEER”), a Nevada corporation.


 


(j)           “Consultant”
means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory
services and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is
compensated for such services.  However, service solely as a Director, or payment of a fee for such service, shall not
cause a Director to be considered a “Consultant” for purposes of the Plan.


 




    	16



    	 



    

 


(k)           “Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director
or Consultant, is not interrupted or terminated.  A change in the capacity in which the Participant renders service to
the Company or an Affiliate as an Employee, Director, or Consultant 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 service with the Company or an Affiliate,
shall not terminate a Participant’s Continuous Service; provided, however, if the Entity for which a Participant is
rendering service ceases to qualify as an Affiliate, as determined by the Board in its sole discretion, such Participant’s
Continuous Service shall be considered to have terminated on the date such Entity ceases to qualify as an Affiliate.  For
example, a change in status from an employee of the Company to a consultant of an Affiliate or to a Director shall not constitute
an interruption of Continuous Service.  To the extent permitted by law, the Board or the chief executive officer of the
Company, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted in the
case of (i) any leave of absence approved by the Board or chief executive officer, including sick leave, military leave or any
other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors.  Notwithstanding the
foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in a Stock Award only to such extent
as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy
applicable to the Participant, or as otherwise required by law.


 


(l)           “Corporate
Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or
more of the following events:


 


(i)           the
consummation of a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion,
of the consolidated assets of the Company and its Subsidiaries;


 


(ii)          the
consummation of a sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company;


 


(iii)         the
consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or


 


(iv)          the
consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation but the
shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged
by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.


 


(m)           “Director”
means a member of the Board.


 


(n)            “Disability”
means the inability of a Participant to engage in any substantially gainful activity by reason of any medically determinable physical
or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period
of not less than twelve (12) months as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code and shall
be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.


 


(o)           “Effective
Date” means the effective date of this Plan, which is the earlier of (i) the date that this Plan is first approved
by the Company’s stockholders, or (ii) the date this Plan is adopted by the Board.


 




    	17



    	 



    

 


(p)           “Employee”
means any person employed by the Company or an Affiliate.  However, service solely as a Director, or payment of a fee
for such services, shall not cause a Director to be considered an “Employee” for purposes of the Plan.


 


(q)           “Entity”
means a corporation, partnership, limited liability company or other entity.


 


(r)           “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


(s)           “Exchange
Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d)
or 14(d) of the Exchange Act), except that “Exchange Act Person” shall not include (i) the Company or
any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee
or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an
underwriter temporarily holding securities pursuant to a registered public offering of such securities, (iv) an Entity Owned,
directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of
the Company; or (v) any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of
the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing
more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities.


 


(t)           “Fair
Market Value” means, the closing price for a share of the Company’s Common Stock on the principal securities
market on which it trades, on any given date during regular trading, or if not trading on that date, such price on the last preceding
date on which the Common Stock was traded, unless determined otherwise by the Committee using such methods or procedures as it
may establish in compliance with Section 409A of the Code or, in the case of an Incentive Stock Option, in compliance with
Section 422 of the Code.


 


(u)           “Incentive
Stock Option” means an option that qualifies as an “incentive stock option” within the meaning of Section 422
of the Code and the regulations promulgated thereunder.


 


(v)           “Nonstatutory
Stock Option” means an Option that does not qualify as an Incentive Stock Option.


 


(w)           “Officer”
means any person designated by the Company as an officer.


 


(x)           “Option”
means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.


 


(y)           “Option
Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and conditions
of an Option grant.  Each Option Agreement shall be subject to the terms and conditions of the Plan.


 


(z)           “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.


 


(aa)         “Own,”
“Owned,” “Owner,” “Ownership” A person
or Entity shall be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired
“Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to
such securities.


 




    	18



    	 



    

 


(bb)         “Participant”
means a person to whom a Stock Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding
Stock Award.


 


(cc)         “Plan”
means this SEER, Inc. 2013 Equity Incentive Plan.


 


(dd)         “Restricted
Stock Award” means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 7(a).


 


(ee)         “Restricted
Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing
the terms and conditions of a Restricted Stock Award.  Each Restricted Stock Award Agreement shall be subject to the
terms and conditions of the Plan.


 


(ff)          “Restricted
Stock Unit Award” means a right to receive shares of Common Stock which is granted pursuant to
the terms and conditions of Section 7(b).


 


(gg)        “Restricted
Stock Unit Award Agreement” means a written agreement between the Company and a holder of a Restricted
Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant.  Each Restricted Stock Unit
Award Agreement shall be subject to the terms and conditions of the Plan.


 


(hh)        “Rule
405” means Rule 405 promulgated under the Securities Act.


 


(ii)          “Rule
701” means Rule 701 promulgated under the Securities Act.


 


(jj)          “Securities
Act” means the Securities Act of 1933, as amended.


 


(kk)        “Stock
Appreciation Right” or “SAR” means a right to receive the appreciation on Common Stock
that is granted pursuant to the terms and conditions of Section 6.


 


(ll)          “Stock
Appreciation Right Agreement” means a written agreement between the Company and a holder of a Stock Appreciation
Right evidencing the terms and conditions of a Stock Appreciation Right grant.  Each Stock Appreciation Right Agreement
shall be subject to the terms and conditions of the Plan.


 


(mm)      “Stock
Award” means any right to receive Common Stock granted under the Plan, including an Incentive Stock Option, a Nonstatutory
Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, or a Stock Appreciation Right.


 


(nn)        “Stock
Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions
of a Stock Award grant.  Each Stock Award Agreement shall be subject to the terms and conditions of the Plan.


 


(oo)         “Subsidiary”
means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding
capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether,
at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening
of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability
company or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation
in profits or capital contribution) of more than fifty percent (50%) .


 


(pp)         “Ten
Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock
possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any
Affiliate.


 


19