EXHIBIT
4.1


 


MAMAMANCINI’S
HOLDINGS, INC.


 


2021
INCENTIVE STOCK AND AWARD PLAN


 


 1. Purpose of the Plan.




 


(a)
This 2021 Incentive Stock and Award Plan (the “Plan”) supersedes the 2013 Incentive Stock and Award Plan and is
intended as an incentive to retain in the employ of and as directors, officers, consultants, attorneys, advisors and employees to
MamaMancini’s Holdings, Inc., a Nevada corporation (the “Company”), and any Subsidiary of the Company,
within the meaning of Section 424(f) of the United States Internal Revenue Code of 1986, as amended (the “Code”),
persons of training, experience and ability, to attract new directors, officers, consultants, attorneys, advisors and employees
whose services are considered valuable, to encourage the sense of proprietorship and to stimulate the active interest of such
persons in the development and financial success of the Company and its Subsidiaries.


 


(b)
It is further intended that certain options granted pursuant to the Plan shall constitute incentive stock options within the meaning
of Section 422 of the Code (the “Incentive Options”) while certain other options granted pursuant to the Plan
shall be nonqualified stock options (the “Nonqualified Options”). Incentive Options and Nonqualified Options are
hereinafter referred to collectively as “Options”.


 


(c)
The Company intends that the Plan meet the requirements of Rule 16b-3 (“Rule 16b-3”) promulgated under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that transactions of the type
specified in subparagraphs (c) to (f) inclusive of Rule 16b-3 by officers and directors of the Company pursuant to the Plan will be
exempt from the operation of Section 16(b) of the Exchange Act. Further, the Plan is intended to satisfy the performance-based
compensation exception to the limitation on the Company’s tax deductions imposed by Section 162(m) of the Code with respect to
those Options for which qualification for such exception is intended. In all cases, the terms, provisions, conditions and
limitations of the Plan shall be construed and interpreted consistent with the Company’s intent as stated in this Section
1.


 


 2. Administration of the Plan.




 


(a)
The Board of Directors of the Company (the “Board”) shall appoint and maintain as administrator of the Plan a
Committee (the “Committee”) consisting of two or more directors who are (i) “Independent Directors”
(as such term is defined under the rules of the NASDAQ Stock Market), (ii) “Non-Employee Directors” (as such term is
defined in Rule 16b-3) and (iii) “Outside Directors” (as such term is defined in Section 162(m) of the Code), which
shall serve at the pleasure of the Board. The Committee, subject to Sections 3, 5 and 6 hereof, shall have full power and authority
to designate recipients of Options and restricted stock (“Restricted Stock”) and to determine the terms and
conditions of the respective Option and Restricted Stock agreements (which need not be identical) and to interpret the provisions
and supervise the administration of the Plan. The Committee shall have the authority, without limitation, to designate which Options
granted under the Plan shall be Incentive Options and which shall be Nonqualified Options. To the extent any Option does not qualify
as an Incentive Option, it shall constitute a separate Nonqualified Option.


 


(b)
Subject to the provisions of the Plan, the Committee shall interpret the Plan and all Options and Restricted Stock granted under the
Plan, shall make such rules as it deems necessary for the proper administration of the Plan, shall make all other determinations
necessary or advisable for the administration of the Plan, and shall correct any defects or supply any omission or reconcile any
inconsistency in the Plan or in any Options or Restricted Stock granted under the Plan in the manner and to the extent that the
Committee deems desirable to carry into effect the Plan or any Options or Restricted Stock. The act or determination of a majority
of the Committee shall be the act or determination of the Committee and any decision reduced to writing and signed by all of the
members of the Committee shall be fully effective as if it had been made by a majority of the Committee at a meeting duly held for
such purpose. Subject to the provisions of the Plan, any action taken or determination made by the Committee pursuant to this and
the other Sections of the Plan shall be conclusive on all parties.


 






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(c)
In the event that for any reason the Committee is unable to act or if the Committee at the time of any grant, award or other
acquisition under the Plan does not consist of two or more Non-Employee Directors, or if there shall be no such Committee, or if the
Board otherwise determines to administer the Plan, then the Plan shall be administered by the Board, and references herein to the
Committee (except in the proviso to this sentence) shall be deemed to be references to the Board, and any such grant, award or other
acquisition may be approved or ratified in any other manner contemplated by subparagraph (d) of Rule 16b-3; provided, however,
that grants to the Company’s Chief Executive Officer or to any of the Company’s other four most highly compensated
officers that are intended to qualify as performance-based compensation under Section 162(m) of the Code may only be granted by the
Committee.


 


3. Designation of Optionees and Grantees.




 


(a)
The persons eligible for participation in the Plan as recipients of Options (the “Optionees”) or Restricted Stock
(the “Grantees” and together with Optionees, the “Participants”) shall include directors,
officers and employees to, and consultants, attorneys and advisors to, the Company or any Subsidiary; provided that Incentive
Options may only be granted to employees of the Company and any Subsidiary. In selecting Participants, and in determining the number
of shares to be covered by each Option or award of Restricted Stock granted to Participants, the Committee may consider any factors
it deems relevant, including, without limitation, the office or position held by the Participant or the Participant’s
relationship to the Company, the Participant’s degree of responsibility for and contribution to the growth and success of the
Company or any Subsidiary, the Participant’s length of service, promotions and potential. A Participant who has been granted
an Option or Restricted Stock hereunder may be granted an additional Option or Options, or Restricted Stock if the Committee shall
so determine.


 


(b)
In the absence of any date specified, the Committee’s grant of Options or award of Restricted Stock, such grant shall be
deemed to have been made effective on the first business day of each March, June, September or December of any calendar year, or on
such other pre-determined dates as may be set by the Committee (the “Pre-Determined Grant Dates”).
Notwithstanding the foregoing, the Committee may grant Options or award Restricted Stock to any employee, officer, director,
consultant, attorney or advisor to the Company as an inducement to such person, in consideration for such person to enter into any
agreement or to provide services to the Company, for prior services rendered to the Company, or for any other reason determined by
the Committee for award, in its sole discretion other than on a Pre-Determined Grant Date.


 


4.
Stock Reserved for the Plan. Subject to adjustment as provided in this Section 4, the aggregate number of shares of Stock which
may be delivered under the Plan shall not exceed a number equal to 10% of the total number of shares of Stock outstanding
immediately following the Effective Time, assuming for this purpose the conversion into Stock of all outstanding securities that are
convertible by their terms (directly or indirectly) into Stock; provided, however, that, as of January 1 of each calendar
year, commencing with the year 2022, the maximum number of shares of Stock which may be delivered under the Plan shall automatically
increase by a number sufficient to cause the number of shares of Stock covered by the Plan to equal 15% of the total number of
shares of Stock then outstanding, assuming for this purpose the conversion into Stock of all outstanding securities that are
convertible by their terms (directly or indirectly) into Stock. The maximum number of shares of Stock that may be subject to
Options shall conform to any requirements applicable to performance- based compensation under Section 162(m) of the Code, if
qualification as performance-based compensation under Section 162(m) of the Code is intended. The shares of Stock subject to the
Plan shall consist of unissued shares, treasury shares or previously issued shares held by any Subsidiary of the Company, and such
number of shares of Stock shall be and is hereby reserved for such purpose. Any of such shares of Stock that may remain unsold and
that are not subject to outstanding Options at the termination of the Plan shall cease to be reserved for the purposes of the Plan,
but until termination of the Plan the Company shall at all times reserve a sufficient number of shares of Stock to meet the
requirements of the Plan. Should any Option or Restricted Stock expire or be canceled prior to its exercise or vesting in full or
should the number of shares of Stock to be delivered upon the exercise or vesting in full of any Option or Restricted Stock be
reduced for any reason, the shares of Stock theretofore subject to such Option or Restricted Stock may be subject to future Options
or Restricted Stock under the Plan, except where such reissuance is inconsistent with the provisions of Section 162(m) of the Code
where qualification as performance-based compensation under Section 162(m) of the Code is intended.


 




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5.
Terms and Conditions of Options. Options granted under the Plan shall be subject to the following conditions and shall contain such
additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable:


 


(a) Option
Price. The purchase price of each share of Stock purchasable under an Incentive Option shall be determined by the Committee at
the time of grant, but shall not be less than 100% of the Fair Market Value (as defined below) of such share of Stock on the date
the Option is granted; provided, however, that with respect to an Optionee who, at the time such Incentive Option is
granted, owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of
stock of the Company or of any Subsidiary, the purchase price per share of Stock shall be at least 110% of the Fair Market Value per
share of Stock on the date of grant. The purchase price of each share of Stock purchasable under a Nonqualified Option shall be at
least 100% of the Fair Market Value of such share of Stock on the date the Option is granted, unless the Committee, in its
sole and absolute discretion, determines to set the purchase price of such Nonqualified Option below Fair Market Value. The exercise
price for each Option shall be subject to adjustment as provided in Section 8 below. “Fair Market Value”
means


 


		(i)	the
                                            closing price on the final trading day immediately prior to the grant of the Stock on (x)
                                            the principal securities exchange on which shares of Stock are listed (if the shares of Stock
                                            are so listed) or (y) on the NASDAQ Stock Market, OTC Markets or OTC Bulletin Board (if the
                                            shares of Stock are regularly listed or quoted on the NASDAQ Stock Market, OTC Markets or
                                            OTC Bulletin Board, as the case may be); or
	 	 	 
		(ii)	if
                                            not so listed or quoted, as applicable, the mean between the closing bid and asked prices
                                            of publicly traded shares of Stock on the over-the-counter market on the final trading day
                                            immediately prior to the grant of the Stock; or
	 	 	 
		(iii)	if
                                            such bid and asked prices shall not be available, as reported by any nationally recognized
                                            quotation service selected by the Company on the final trading day immediately prior to the
                                            grant of the Stock. Anything in this Section 5(a) to the contrary notwithstanding, in no
                                            event shall the purchase price of a share of Stock be less than the minimum price permitted
                                            under the rules and policies of any national securities exchange on which the shares of Stock
                                            are listed, as applicable.



 


		(b)	Option
                                            Term. The term of each Option shall be fixed by the Committee, but no Option shall be
                                            exercisable more than ten (10) years after the date such Option is granted and, in the case
                                            of an Incentive Option granted to an Optionee who, at the time such Incentive Option is granted,
                                            owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined
                                            voting power of all classes of stock of the Company or of any Subsidiary, no such Incentive
                                            Option shall be exercisable more than five (5) years after the date such Incentive Option
                                            is granted.



 




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		(c)	Exercisability.



 


		(i)	Subject
                                            to the terms of Section 5 hereof, Options shall be exercisable at such time or times and
                                            subject to such terms and conditions as shall be determined by the Committee at the time
                                            of grant; provided, however, that in the absence of any Option vesting periods
                                            designated by the Committee at the time of grant, Options shall vest and become exercisable
                                            in equal amounts on each fiscal quarter of the Company through the four (4) year anniversary
                                            of the date of grant; and provided further that no Options shall be exercisable until
                                            such time as any vesting limitation required by Section 16 of the Exchange Act, and related
                                            rules, shall be satisfied if such limitation shall be required for continued validity of
                                            the exemption provided under Rule 16b-3(d)(3).
	 	 	 
		(ii)	Upon
                                            the occurrence of a Change in Control (as hereinafter defined), the Committee may accelerate
                                            the vesting and exercisability of outstanding Options, in whole or in part, as determined
                                            by the Committee in its sole discretion. In its sole discretion, the Committee may also determine
                                            that, upon the occurrence of a Change in Control, each outstanding Option shall terminate
                                            within a specified number of days after notice to the Optionee thereunder, and each such
                                            Optionee shall receive, with respect to each share of Company Stock subject to such Option,
                                            an amount equal to the excess of the Fair Market Value of such shares immediately prior to
                                            such Change in Control over the exercise price per share of such Option; such amount shall
                                            be payable in cash, in one or more kinds of property (including the property, if any, payable
                                            in the transaction) or a combination thereof, as the Committee shall determine in its sole
                                            discretion.
	 	 	 
		(iii)	For
                                            purposes of the Plan, unless otherwise defined in an employment agreement between the Company
                                            and the relevant Optionee, a “Change in Control” shall be deemed
                                            to have occurred if:



 


		(A)	a
                                            tender offer (or series of related offers) shall be made and consummated for the ownership
                                            of fifty percent (50%) or more of the outstanding voting securities of the Company, unless
                                            as a result of such tender offer more than fifty percent (50%) of the outstanding voting
                                            securities of the surviving or resulting corporation shall be owned in the aggregate by the
                                            stockholders of the Company (as of the time immediately prior to the commencement of such
                                            offer), any employee benefit plan of the Company or its Subsidiaries, and their affiliates;
	 	 	 
		(B)	the
                                            Company shall be merged or consolidated with another corporation, unless as a result of such
                                            merger or consolidation more than fifty percent (50%) of the outstanding voting securities
                                            of the surviving or resulting corporation shall be owned in the aggregate by the stockholders
                                            of the Company (as of the time immediately prior to such transaction), any employee benefit
                                            plan of the Company or its Subsidiaries, and their affiliates;



 




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		(C)	the
                                            Company shall sell substantially all of its assets to another corporation that is not wholly
                                            owned by the Company, unless as a result of such sale more than fifty percent (50%) of such
                                            assets shall be owned in the aggregate by the stockholders of the Company (as of the time
                                            immediately prior to such transaction), any employee benefit plan of the Company or its Subsidiaries
                                            and their affiliates; or
	 	 	 
		(D)	a
                                            Person (as defined below) shall acquire fifty percent (50%) or more of the outstanding voting
                                            securities of the Company (whether directly, indirectly, beneficially or of record), unless
                                            as a result of such acquisition more than fifty percent (50%) of the outstanding voting securities
                                            of the surviving or resulting corporation shall be owned in the aggregate by the stockholders
                                            of the Company (as of the time immediately prior to the first acquisition of such securities
                                            by such Person), any employee benefit plan of the Company or its Subsidiaries, and their
                                            affiliates.



 


		(iv)	Notwithstanding
                                            Section 5(c)(iii) above, if Change of Control is defined in an employment agreement between
                                            the Company and the relevant Optionee, then, with respect to such Optionee, Change of Control
                                            shall have the meaning ascribed to it in such employment agreement.
	 	 	 
		(v)	For
                                            purposes of this Section 5(c), ownership of voting securities shall take into account and
                                            shall include ownership as determined by applying the provisions of Rule 13d-3(d)(I)(i) (as
                                            in effect on the date hereof) under the Exchange Act. In addition, for such purposes, “Person”
                                            shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used
                                            in Sections 13(d) and 14(d) thereof; provided, however, that a Person shall
                                            not include (A) the Company or any of its Subsidiaries; (B) a trustee or other fiduciary
                                            holding securities under an employee benefit plan of the Company or any of its Subsidiaries;
                                            (C) an underwriter temporarily holding securities pursuant to an offering of such securities;
                                            or (D) a corporation owned, directly or indirectly, by the stockholders of the Company in
                                            substantially the same proportion as their ownership of stock of the Company.



 


(d) Method
of Exercise. Options, to the extent then exercisable, may be exercised in whole or in part at any time during the option period,
by giving written notice to the Company specifying the number of shares of Stock to be purchased, accompanied by payment in full of
the purchase price, in cash, or by check or such other instrument as may be acceptable to the Committee. As determined by the
Committee, in its sole discretion, at or after grant, payment in full or in part may be made at the election of the Optionee (i) in
the form of Stock owned by the Optionee based on the Fair Market Value of the Stock which is not the subject of any pledge or
security interest, (ii) in the form of shares of Stock withheld by the Company from the shares of Stock otherwise to be received
with such withheld shares of Stock having a Fair Market Value equal to the exercise price of the Option, or (iii) by a combination
of the foregoing, such Fair Market Value determined by applying the principles set forth in Section 5(a), provided that the
combined value of all cash and cash equivalents and the Fair Market Value of any shares surrendered to the Company is at least equal
to such exercise price and except with respect to (ii) above, such method of payment will not cause a disqualifying disposition of
all or a portion of the Stock received upon exercise of an Incentive Option. An Optionee shall have the right to dividends and other
rights of a stockholder with respect to shares of Stock purchased upon exercise of an Option at such time as the Optionee (i) has
given written notice of exercise and has paid in full for such shares, and (ii) has satisfied such conditions that may be imposed by
the Company with respect to the withholding of taxes.


 




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(e) Non-transferability
of Options. Options are not transferable and may be exercised solely by the Optionee during his lifetime or after his death by the
person or persons entitled thereto under his will or the laws of descent and distribution. The Committee, in its sole discretion,
may permit a transfer of a Nonqualified Option to (i) a trust for the benefit of the Optionee, (ii) a member of the Optionee’s
immediate family (or a trust for his or her benefit) or (iii) pursuant to a domestic relations order. Any attempt to transfer,
assign, pledge or otherwise dispose of, or to subject to execution, attachment or similar process, any Option contrary to the
provisions hereof shall be void and ineffective and shall give no right to the purported transferee.


 


(f)
Termination by Death. Unless otherwise determined by the Committee, if any Optionee’s employment with or service to the
Company or any Subsidiary terminates by reason of death, the Option may thereafter be exercised, to the extent then exercisable (or on
such accelerated basis as the Committee shall determine at or after grant), by the legal representative of the estate or by the legatee
of the Optionee under the will of the Optionee, for a period of one (1) year after the date of such death (or, if later, such time as
the Option may be exercised pursuant to Section 14(d) hereof) or until the expiration of the stated term of such Option as provided under
the Plan, whichever period is shorter.


 


(g)
Termination by Reason of Disability. Unless otherwise determined by the Committee, if any Optionee’s employment with or
service to the Company or any Subsidiary terminates by reason of Disability (as defined below), then any Option held by such Optionee
may thereafter be exercised, to the extent it was exercisable at the time of termination due to Disability (or on such accelerated basis
as the Committee shall determine at or after grant), but may not be exercised after ninety (90) days after the date of such termination
of employment or service (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or the expiration
of the stated term of such Option, whichever period is shorter; provided, however, that, if the Optionee dies within such
ninety (90) day period, any unexercised Option held by such Optionee shall thereafter be exercisable to the extent to which it was exercisable
at the time of death for a period of one (1) year after the date of such death (or, if later, such time as the Option may be exercised
pursuant to Section 14(d) hereof) or for the stated term of such Option, whichever period is shorter. “Disability”
shall mean an Optionee’s total and permanent disability; due to his or her inability to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months; provided, however, that if Disability is defined in an employment
agreement between the Company and the relevant Optionee, then, with respect to such Optionee, Disability shall have the meaning ascribed
to it in such employment agreement.


 


		(h)	Termination
                                            by Reason of Retirement.



 


(i)
Unless otherwise determined by the Committee, if any Optionee’s employment with or service to the Company or any Subsidiary
terminates by reason of Normal Retirement or Early Retirement (as such terms are defined below), any Option held by such Optionee
may thereafter be exercised to the extent it was exercisable at the time of such Retirement (or on such accelerated basis as the
Committee shall determine at or after grant), but may not be exercised after ninety (90) days after the date of such termination of
employment or service (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or the expiration of
the stated term of such Option, whichever date is earlier; provided, however, that, if the Optionee dies within such
ninety (90) day period, any unexercised Option held by such Optionee shall thereafter be exercisable, to the extent to which it was
exercisable at the time of death, for a period of one (1) year after the date of such death (or, if later, such time as the Option
may be exercised pursuant to Section 14(d) hereof) or for the stated term of such Option, whichever period is shorter


 




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(ii)
For purposes of this paragraph (h), “Normal Retirement” shall mean retirement from active employment with the Company
or any Subsidiary on or after the normal retirement date specified in the applicable Company or Subsidiary pension plan or if no such
pension plan, age 65, and “Early Retirement” shall mean retirement from active employment with the Company
or any Subsidiary pursuant to the early retirement provisions of the applicable Company or Subsidiary pension plan or if no such pension
plan, age 55.


 


(i)
Other Terminations. Unless otherwise determined by the Committee upon grant, if any Optionee’s employment with or service
to the Company or any Subsidiary is terminated by such Optionee for any reason other than death, Disability, Normal Retirement or Early
Retirement or Good Reason (as defined below), the Option shall thereupon terminate, except that the portion of any Option that was exercisable
on the date of such termination of employment or service may be exercised for the lesser of ninety days after the date of termination
(or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or the balance of such Option’s term,
which ever period is shorter. The transfer of an Optionee from the employ of or service to the Company to the employ of or service to
a Subsidiary, or vice versa, or from one Subsidiary to another, shall not be deemed to constitute a termination of employment or service
for purposes of the Plan.


 


(i)
In the event that the Optionee’s employment or service with the Company or any Subsidiary is terminated by the Company or such
Subsidiary for Cause (as defined below) any unexercised portion of any Option shall immediately terminate in its entirety. For
purposes hereof, unless otherwise defined in an employment agreement between the Company and the relevant Optionee,
“Cause” shall exist upon a good-faith determination by the Board, following a hearing before the Board at which
an Optionee was represented by counsel and given an opportunity to be heard, that such Optionee has been accused of fraud,
dishonesty or act detrimental to the interests of the Company or any Subsidiary of the Company or that such Optionee has been
accused of or convicted of an act of willful and material embezzlement or fraud against the Company or any Subsidiary of the Company
or of a felony under any state or federal statute; provided, however, that it is specifically understood that Cause
shall not include any act of commission or omission in the good faith exercise of such Optionee’s business judgment as a
director, officer or employee of the Company, as the case may be, or upon the advice of counsel to the Company. Notwithstanding the
foregoing, if Cause is defined in an employment agreement between the Company and the relevant Optionee, then, with respect to such
Optionee, Cause shall have the meaning ascribed to it in such employment agreement.


 


(ii)
In the event that an Optionee is removed as a director, officer or employee by the Company at any time other than for Cause or
resigns as a director, officer or employee for Good Reason, the Option granted to such Optionee may be exercised by the Optionee, to
the extent the Option was exercisable on the date such Optionee ceases to be a director, officer or employee. Such Option may be
exercised at any time within one (1) year after the date the Optionee ceases to be a director, officer or employee (or, if later,
such time as the Option may be exercised pursuant to Section 14(d) hereof), or the date on which the Option otherwise expires by its
terms; whichever period is shorter, at which time the Option shall terminate; provided, however, if the Optionee dies
before the Options terminate and are no longer exercisable, the terms and provisions of Section 5(f) shall control. For purposes of
this Section 5(i), and unless otherwise defined in an employment agreement between the Company and the relevant Optionee,
“Good Reason” shall exist upon the occurrence of the following:


 


		(A)	the
                                            assignment to Optionee of any duties inconsistent with the position in the Company that Optionee
                                            held immediately prior to the assignment;



 




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		(B)	a
                                            Change of Control resulting in a significant adverse alteration in the status or conditions
                                            of Optionee’s participation with the Company or other nature of Optionee’s responsibilities
                                            from those in effect prior to such Change of Control, including any significant alteration
                                            in Optionee’s responsibilities immediately prior to such Change in Control; or
	 	 	 
		(C)	the
                                            failure by the Company to continue to provide Optionee with benefits substantially similar
                                            to those enjoyed by Optionee prior to such failure.



 


(iii)
Notwithstanding the foregoing, if Good Reason is defined in an employment agreement between the Company and the relevant Optionee,
then, with respect to such Optionee, Good Reason shall have the meaning ascribed to it in such employment agreement.


 


(j)
Limit on Value of Incentive Option. The aggregate Fair Market Value, determined as of the date the Incentive Option is granted,
of Stock for which Incentive Options are exercisable for the first time by any Optionee during any calendar year under the Plan (and/or
any other stock option plans of the Company or any Subsidiary) shall not exceed $100,000.


 


6.
Terms and Conditions of Restricted Stock. Restricted Stock may be granted under this Plan aside from, or in association with,
any other award and shall be subject to the following conditions and shall contain such additional terms and conditions (including
provisions relating to the acceleration of vesting of Restricted Stock upon a Change of Control), not inconsistent with the terms of
the Plan, as the Committee shall deem desirable:


 


(a) Grantee
rights. A Grantee shall have no rights to an award of Restricted Stock unless and until Grantee accepts the award within
the period prescribed by the Committee and, if the Committee shall deem desirable, makes payment to the Company in cash, or by check
or such other instrument as may be acceptable to the Committee. After acceptance and issuance of a certificate or certificates, as
provided for below, the Grantee shall have the rights of a stockholder with respect to Restricted Stock subject to the non-
transferability and forfeiture restrictions described in Section 6(d) below;


 


(b) Issuance
of Certificates. The Company shall issue in the Grantee’s name a certificate or certificates for the shares of Common
Stock associated with the award promptly after the Grantee accepts such award;


 


(c) Delivery
of Certificates. Unless otherwise provided, any certificate or certificates issued evidencing shares of Restricted Stock shall not
be delivered to the Grantee until such shares are free of any restrictions specified by the Committee at the time of
grant;


 


(d) Forfeitability, Non-transferability
of Restricted Stock. Shares of Restricted Stock are forfeitable until the terms of the Restricted Stock grant have been satisfied.
Shares of Restricted Stock are not transferable until the date on which the Committee has specified such restrictions have lapsed.
Unless otherwise provided by the Committee at or after grant, distributions in the form of dividends or otherwise of additional
shares or property in respect of shares of Restricted Stock shall be subject to the same restrictions as such shares of Restricted
Stock;


 




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(e) Change
of Control. Upon the occurrence of a Change in Control as defined in Section 5(c) above, the Committee may accelerate the
vesting of outstanding Restricted Stock, in whole or in part, as determined by the Committee in its sole discretion; or


 


(f) Termination
of Employment. Unless otherwise determined by the Committee at or after grant, in the event the Grantee ceases to be an
employee or otherwise associated with the Company for any other reason, all shares of Restricted Stock theretofore awarded to him
which are still subject to restrictions shall be forfeited and the Company shall have the right to complete the blank stock power.
The Committee may provide (on or after grant) that restrictions or forfeiture conditions relating to shares of Restricted Stock will
be waived in whole or in part in the event of termination resulting from specified causes, and the Committee may in other cases
waive in whole or in part restrictions or forfeiture conditions relating to Restricted Stock.


 


7.
Term of Plan. No Option or award of Restricted Stock shall be granted pursuant to the Plan on or after the date which is ten
(10) years from the effective date of the Plan, but Options and awards of Restricted Stock theretofore granted may extend beyond
that date.


 


 8. Capital Change of the Company.




 


		(a)	In
                                            the event of any merger, reorganization, consolidation, recapitalization, stock dividend,
                                            or other change in corporate structure affecting the Stock, the Committee shall make an appropriate
                                            and equitable adjustment in the number and kind of shares reserved for issuance under the
                                            Plan and in the number and option price of shares subject to outstanding Options granted
                                            under the Plan, to the end that after such event each Optionee’s proportionate interest
                                            shall be maintained (to the extent possible) as immediately before the occurrence of such
                                            event. The Committee shall, to the extent feasible, make such other adjustments as may be
                                            required under the tax laws so that any Incentive Options previously granted shall not be
                                            deemed modified within the meaning of Section 424(h) of the Code. Appropriate adjustments
                                            shall also be made in the case of outstanding Restricted Stock granted under the Plan.



 


		(b)	The
                                            adjustments described above will be made only to the extent consistent with continued qualification
                                            of the Option under Section 422 of the Code (in the case of an Incentive Option) and Section
                                            409A of the Code.



 


9.
Purchase for Investment/Conditions. Unless the Options and shares covered by the Plan have been registered under the Securities
Act of 1933, as amended (the “Securities Act”), or the Company has determined that such registration is
unnecessary, each person exercising or receiving Options or Restricted Stock under the Plan may be required by the Company to give a
representation in writing that such person is acquiring the securities for such person’s own account for investment and not
with a view to, or for sale in connection with, the distribution of any part thereof. The Committee may impose any additional or
further restrictions on awards of Options or Restricted Stock as shall be determined by the Committee at the time of
award.


 


 10. Taxes.




 


		(a)	The
                                            Company may make such provisions as it may deem appropriate, consistent with applicable law,
                                            in connection with any Options or Restricted Stock granted under the Plan with respect to
                                            the withholding of any taxes (including income or employment taxes) or any other tax matters.



 




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		(b)	If
                                            any Grantee, in connection with the acquisition of Restricted Stock, makes the election permitted
                                            under Section 83(b) of the Code (that is, an election to include in gross income in the year
                                            of transfer the amounts specified in Section 83(b)), such Grantee shall notify the Company
                                            of the election with the Internal Revenue Service pursuant to regulations issued under the
                                            authority of Code Section 83(b).
	 	 	 
		(c)	If
                                            any Grantee shall make any disposition of shares of Stock issued pursuant to the exercise
                                            of an Incentive Option under the circumstances described in Section 421(b) of the Code (relating
                                            to certain disqualifying dispositions), such Grantee shall notify the Company of such disposition
                                            within ten (10) days thereof.



 


11.
Effective Date of Plan. The Plan shall be effective on June 25, 2021; provided, however, that if, and only if,
certain options are intended to qualify as Incentive Stock Options, the Plan must subsequently be approved by majority vote of the
Company’s stockholders no later than June 25, 2021, and further, that in the event certain Option grants hereunder are
intended to qualify as performance-based compensation within the meaning of Section 162(m) of the Code, the requirements as to
stockholder approval set forth in Section 162(m) of the Code are satisfied.


 


 12. Amendment and Termination.




 


(a)
The Board may amend, suspend, or terminate the Plan, except that no amendment shall be made that would impair the rights of any
Participant under any Option or Restricted Stock theretofore granted without the Participant’s consent, and except that no
amendment shall be made which, without the approval of the stockholders of the Company, would:


 


		(i)	materially
                                            increase the number of shares that may be issued under the Plan, except as is provided in
                                            Section 8;
	 	 	 
		(ii)	materially
                                            increase the benefits accruing to the Participants under the Plan;
	 	 	 
		(iii)	materially
                                            modify the requirements as to eligibility for participation in the Plan;
	 	 	 
		(iv)	decrease
                                            the exercise price of an Incentive Option to less than 100% of the Fair Market Value per
                                            share of Stock on the date of grant thereof or the exercise price of a Nonqualified Option
                                            to less than 100% of the Fair Market Value per share of Stock on the date of grant thereof;
	 	 	 
		(v)	extend
                                            the term of any Option beyond that provided for in Section 5(b); or
	 	 	 
		(vi)	except
                                            as otherwise provided in Sections 5(d) and 8 hereof, reduce the exercise price of outstanding
                                            Options or effect repricing through cancellations and re-grants of new Options.



 


(b)
Subject to the forgoing, the Committee may amend the terms of any Option theretofore granted, prospectively or retrospectively, but
no such amendment shall impair the rights of any Optionee without the Optionee’s consent.


 




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(c)
It is the intention of the Board that the Plan comply strictly with the provisions of Section 409A of the Code and Treasury
Regulations and other Internal Revenue Service guidance promulgated thereunder (the “Section 409A Rules”), as
applicable, and the Committee shall exercise its discretion in granting awards hereunder (and the terms of such awards),
accordingly. The Plan and any grant of an award hereunder may be amended from time to time (without, in the case of an award, the
consent of the Participant) as may be necessary or appropriate to comply with the Section 409A Rules. If the timing of any
distribution under this Plan would result in the imposition of tax penalties under Code Section 409A, (i) then such distribution
will be made at the earliest date after the specified payment date on which that distribution can be effected without resulting in
such tax penalties; (ii) the Company shall have no authority to accelerate any payment hereunder except as permitted under Code
Section 409A and regulations thereunder; and (iii) any rights of any Participant or retained authority of the Company with respect
to awards hereunder shall be automatically modified and limited to the extent necessary so that no Grantee will be deemed to be in
constructive receipt of income relating to the deferrals nor subject to any penalty under Code Section 409A.


 


13.
Government Regulations. The Plan, and the grant and exercise of Options or Restricted Stock hereunder, and the obligation of the
Company to sell and deliver shares under such Options and Restricted Stock shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agencies, national securities exchanges and interdealer quotation systems as
may be required.


 


14.
General Provisions.




 


(a) Certificates.
All certificates for shares of Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission,
or other securities commission having jurisdiction, any applicable Federal or state securities law, any stock exchange or
interdealer quotation system upon which the Stock is then listed or traded and the Committee may cause a legend or legends to be
placed on any such certificates to make appropriate reference to such restrictions.


 


(b) Employment
Matters. Neither the adoption of the Plan nor any grant or award under the Plan shall confer upon any Participant who is an
employee of the Company or any Subsidiary any right to continued employment or, in the case of a Participant who is a director,
continued service as a director, with the Company or a Subsidiary, as the case may be, nor shall it interfere in any way with the
right of the Company or any Subsidiary to terminate the employment of any of its employees, the service of any of its directors or
the retention of any of its consultants, attorneys or advisors at any time.


 


(c) Limitation
of Liability. No member of the Committee, or any officer or employee of the Company acting on behalf of the Committee, shall be
personally liable for any action, determination or interpretation taken or made in good faith with respect to the Plan, and all
members of the Committee and each and any officer or employee of the Company acting on their behalf shall, to the extent permitted
by law, be fully indemnified and protected by the Company in respect of any such action, determination or interpretation.


 


(d) Registration
of Stock. Notwithstanding any other provision in the Plan, no Option may be exercised unless and until the Stock to be issued
upon the exercise thereof has been registered under the Securities Act and applicable state securities laws, or are, in the opinion
of counsel to the Company, exempt from such registration in the United States. The Company shall not be under any obligation to
register under applicable federal or state securities laws any Stock to be issued upon the exercise of an Option granted hereunder
in order to permit the exercise of an Option and the issuance and sale of the Stock subject to such Option, although the Company may
in its sole discretion register such Stock at such time as the Company shall determine. If the Company chooses to comply with such
an exemption from registration, the Stock issued under the Plan may, at the direction of the Committee, bear an appropriate
restrictive legend restricting the transfer or pledge of the Stock represented thereby, and the Committee may also give appropriate
stop transfer instructions with respect to such Stock to the Company’s transfer agent.


 


(e) Transferability
in accordance with SEC Release No. 33-7646 entitled “Registration of Securities on Form S-8,” as effective April 7,
1999. Notwithstanding anything to the contrary as may be contained in this Plan regarding rights as to transferability or lack
thereof, all options granted hereunder may and shall be transferable to the extent permitted in accordance with SEC Release No. 33-
7646 entitled “Registration of Securities on Form S-8,” as effective April 7, 1999, and in particular in accordance with
that portion of such Release which expands Form S-8 to include stock option exercised by family members so that the rules governing
the use of Form S-8 (i) do not impede legitimate intra-family transfer of options and (ii) may facilitate transfer for estate
planning purposes, all as more specifically defined in Article III, Sections A and B thereto, the contents of which are herewith
incorporated by reference.


 


15.
Non-Uniform Determinations. The Committee’s determinations under the Plan, including, without limitation, (i) the
determination of the Participants to receive awards, (ii) the form, amount and timing of such awards, (iii) the terms and provisions
of such awards and (ii) the agreements evidencing the same, need not be uniform and may be made by it selectively among Participants
who receive, or who are eligible to receive, awards under the Plan, whether or not such Participants are similarly
situated.


 


16.
Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be
determined in accordance with the internal laws of the State of Jersey, without giving effect to principles of conflicts of laws,
and applicable federal law.


 




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