Exhibit 10.12


MASSROOTS,
INC.


 


2014 STOCK
INCENTIVE PLAN


 


 


1.
Purpose


 


MassRoots,
Inc.’s 2014 Stock Incentive Plan is intended to promote the best interests of MassRoots, Inc. and its stockholders by (i) assisting
the Corporation and its Affiliates in the recruitment and retention of persons with ability and initiative, (ii) providing
an incentive to such persons to contribute to the growth and success of the Corporation’s businesses by affording such persons
equity participation in the Corporation and (iii) associating the interests of such persons with those of the Corporation
and its Affiliates and stockholders.


 


2.
Definitions


 


As
used in this Plan the following definitions shall apply:


 


A.          
“Affiliate” means (i) any Subsidiary, (ii) any Parent, (iii) any corporation, or trade or business
(including, without limitation, a partnership, limited liability company or other entity) which is directly or indirectly controlled
fifty percent (50%) or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by
the Corporation or one of its Affiliates, and (iv) any other entity in which the Corporation or any of its Affiliates has
a material equity interest and which is designated as an “Affiliate” by resolution of the Committee.


 


B.          
“Award” means any Option or Stock Award granted hereunder.


 


C.          
“Board” means the Board of Directors of the Corporation.


 


D.          
“Code” means the Internal Revenue Code of 1986, and any amendments thereto.


 


E.          
“Committee” means the Board or any Committee of the Board to which the Board has delegated any responsibility
for the implementation, interpretation or administration of this Plan.


 


F.           
“Common Stock” means the common stock, $0.001 par value, of the Corporation.


 


G.          
“Consultant” means (i) any person performing consulting or advisory services for the Corporation or any
Affiliate, or (ii) a director of an Affiliate.


 


H.         
“Corporation” means MassRoots, Inc., a Delaware corporation.


 


I.            
“Corporation Law” means the Delaware Revised Statutes, as the same shall be amended from time to time.


 


J.            
“Date of Grant” means the date that the Committee approves an Option grant; provided, that all terms of such
grant, including the amount of shares subject to the grant, exercise price and vesting are defined at such time.


 


K.          
“Deferral Period” means the period of time during which Deferred Shares are subject to deferral limitations
under Section 7.D of this Plan.


 


L.          
“Deferred Shares” means an award pursuant to Section 7.D of this Plan of the right to receive shares of Common
Stock at the end of a specified Deferral Period.


 


 


M.        
“Director” means a member of the Board.


 


N.          
 “Eligible Person” means an employee of the Corporation or an Affiliate (including a corporation that
becomes an Affiliate after the adoption of this Plan), a Director or a Consultant to the Corporation or an Affiliate (including
a corporation that becomes an Affiliate after the adoption of this Plan).


 


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


 


P.           
 “Fair Market Value” means, on any given date, the current fair market value of the shares of Common Stock
as determined as follows:


 


		(i)	If
                                         the Common Stock is traded on a national securities exchange, the closing price for the
                                         day of determination as quoted on such market or exchange, including the NASDAQ Global
                                         Market or NASDAQ Capital Market, which is the primary market or exchange for trading
                                         of the Common Stock or if no trading occurs on such date, the last day on which trading
                                         occurred, or such other appropriate date as determined by the Committee in its discretion,
                                         as reported in The Wall Street Journal or such other source as the Committee deems
                                         reliable;



 


		(ii)	If
                                         the Common Stock is regularly quoted by a recognized securities dealer but selling prices
                                         are not reported, its Fair Market Value shall be the mean between the high and the low
                                         asked prices for the Common Stock for the day of determination; or



 


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



 


Q.          
“Family Member” means a parent, child, spouse or sibling.


 


R.          
“Incentive Stock Option” means an Option (or portion thereof) intended to qualify for special tax treatment
under Section 422 of the Code.


 


S.           
 “Nonqualified Stock Option” means an Option (or portion thereof) which is not intended or does not for
any reason qualify as an Incentive Stock Option.


 


T.          
“Option” means any option to purchase shares of Common Stock granted under this Plan.


 


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


 


V.          
“Participant” means an Eligible Person who (i) is selected by the Committee or an authorized officer of
the Corporation to receive an Award and (ii) is party to an agreement setting forth the terms of the Award, as appropriate.


 


W.        
“Performance Agreement” means an agreement described in Section 8 of this Plan.


 


X.          
“Performance Objectives” means the performance objectives established by the Committee pursuant to this Plan
for Participants who have received grants of Awards. Performance Objectives may be described in terms of Corporation-wide objectives
or objectives that are related to the performance of the individual Participant or the Affiliate, division, department or function
within the Corporation or Affiliate in which the Participant is employed or has responsibility. Any Performance Objectives applicable
to Awards to the extent that such an Award is intended to qualify as “Performance Based Compensation” under Section
162(m) of the Code shall be limited to specified levels of or increases in the Corporation’s or a business unit’s
return on equity, earnings per share, total earnings, earnings growth, return on capital, return on assets, economic value added,
earnings before interest and taxes, earnings before interest, taxes, depreciation and amortization, sales growth, gross margin
return on investment, increase in the Fair Market Price of the shares, net operating profit, cash flow (including, but not limited
to, operating cash flow and free cash flow), cash flow return on investments (which equals net cash flow divided by total capital),
internal rate of return, increase in net present value or expense targets. The Awards intended to qualify as “Performance
Based Compensation” under Section 162(m) of the Code shall be pre-established in accordance with applicable regulations
under Section 162(m) of the Code and the determination of attainment of such goals shall be made by the Committee. If the Committee
determines that a change in the business, operations, corporate structure or capital structure of the Corporation (including an
event described in Section 9), or the manner in which it conducts its business, or other events or circumstances render the Performance
Objectives unsuitable, the Committee may modify such Performance Objectives or the related minimum acceptable level of achievement,
in whole or in part, as the Committee deems appropriate and equitable; provided, however, that no such modification shall be made
to an Award intended to qualify as “Performance Based Compensation” under Section 162(m) of the Code unless the Committee
determines that such modification will not result in loss of such qualification or the Committee determines that loss of such
qualification is in the best interests of the Corporation.


 


Y.          
“Performance Period” means a period of time established under Section 8 of this Plan within which the Performance
Objectives relating to a Stock Award are to be achieved.


 


Z.          
“Performance Share” means an award pursuant to Section 8 of this Plan of the right to receive shares of Common
Stock upon the achievement of specified Performance Objectives.


 


AA.     
“Plan” means this MassRoots, Inc., 2014 Stock Incentive Plan.


 


BB.     
“Repricing” means, other than in connection with an event described in Section 9 of this Plan, (i) lowering
the exercise price of an Option after it has been granted or (ii) canceling an Option at a time when the exercise price exceeds
the then-Fair Market Value of the Common Stock in exchange for another Option.


 


CC.     
“Restricted Stock Award” means an award of Common Stock under Section 7.B.


 


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


 


EE.      
“Stock Award” means a Stock Bonus Award, Restricted Stock Award, Stock Appreciation Right, Deferred Shares,
or Performance Shares.


 


FF.       
“Stock Bonus Award” means an award of Common Stock under Section 7.A.


 


GG.     
“Stock Award Agreement” means a written agreement between the Corporation and a Participant setting forth the
specific terms and conditions of a Stock Award granted to the Participant under Section 7. Each Stock Award Agreement shall be
subject to the terms and conditions of this Plan and shall include such terms and conditions as the Committee shall authorize.


 


HH.    
“Stock Option Agreement” means an agreement (written or electronic) between the Corporation and a Participant
setting forth the specific terms and conditions of an Option granted to the Participant. Each Stock Option Agreement shall be
subject to the terms and conditions of this Plan and shall include such terms and conditions as the Committee shall authorize.


 


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


 


JJ.         
“Ten Percent Owner” means any Eligible Person owning at the time an Option is granted more than ten percent
(10%) of the total combined voting power of all classes of stock of the Corporation or of a Parent or Subsidiary. An individual
shall, in accordance with Section 424(d) of the Code, be considered to own any voting stock owned (directly or indirectly) by
or for such Eligible Person’s brothers, sisters, spouse, ancestors and lineal descendants and any voting stock owned (directly
or indirectly) by or for a corporation, partnership, estate or trust shall be considered as being owned proportionately by or
for its stockholders, partners, or beneficiaries.


 


3.
implementation, interpretation and Administration


 


A.          
Delegation to Board Committee. The Board shall have the sole authority to implement, interpret, and/or administer this
Plan unless the Board delegates all or any portion of its authority to implement, interpret, and/or administer this Plan to a
Committee. To the extent not prohibited by the Certificate of Incorporation or Bylaws of the Corporation, the Board may delegate
all or a portion of its authority to implement, interpret, and/or administer this Plan to a Committee of the Board appointed by
the Board and constituted in compliance with the applicable Corporation Law. The Committee shall consist solely of two (2) or
more Directors who are (i) Non-Employee Directors (within the meaning of Rule 16b-3 under the Exchange Act) for purposes
of exercising administrative authority with respect to Awards granted to Eligible Persons who are subject to Section 16 of
the Exchange Act; (ii) to the extent required by the rules of the market on which the Corporation’s shares are traded
or the exchange on which the Corporation’s shares are listed, “independent” within the meaning of such rules;
and (iii) at such times as an Award under this Plan by the Corporation is subject to Section 162(m) of the Code (to the extent
relief from the limitation of Section 162(m) of the Code is sought with respect to Awards and administration of the Awards by
a committee of “outside directors” is required to receive such relief), “outside directors” within the
meaning of Section 162(m) of the Code.


 


B.          
Delegation to Officers. The Committee may delegate to one or more officers of the Corporation the authority to grant and
administer Awards to Eligible Persons who are not Directors or executive officers of the Corporation; provided that the Committee
shall have fixed the total number of shares of Common Stock that may be subject to such Awards. No officer holding such a delegation
is authorized to grant Awards to himself or herself. In addition to the Committee, the officer or officers to whom the Committee
has delegated the authority to grant and administer Awards shall have all powers delegated to the Committee with respect to such
Awards.


 


C.          
Powers of the Committee. Subject to the provisions of this Plan, and in the case of a Committee appointed by the Board,
the specific duties delegated to such Committee, the Committee (and the officers to whom the Committee has delegated such authority)
shall have the authority:


 


		(i)	To
                                         construe and interpret all provisions of this Plan and all Stock Option Agreements, Stock
                                         Award Agreements, Performance Agreements, or any other agreement under this Plan.



 


		(ii)	To
                                         determine the Fair Market Value of Common Stock in the absence of an established market
                                         for the Common Stock.



 


		(iii)	To
                                         select the Eligible Persons to whom Awards are granted from time to time hereunder.



 


		(iv)	To
                                         determine the number of shares of Common Stock covered by an Award; to determine whether
                                         an Option shall be an Incentive Stock Option or Nonqualified Stock Option; and to determine
                                         such other terms and conditions, not inconsistent with the terms of this Plan, of each
                                         such Award. Such terms and conditions include, but are not limited to, the exercise price
                                         of an Option, purchase price of Common Stock subject to a Stock Award, the time or times
                                         when Options or a Stock Award may be exercised or Common Stock issued thereunder, the
                                         vesting schedule of an Option, the right of the Corporation to repurchase Common Stock
                                         issued pursuant to the exercise of an Option or a Stock Award and other restrictions
                                         or limitations (in addition to those contained in this Plan) on the forfeitability or
                                         transferability of Options, Stock Awards or Common Stock issued upon exercise of an Option
                                         or pursuant to a Stock Award. Such terms may include conditions which shall be determined
                                         by the Committee and need not be uniform with respect to Participants.



 


		(v)	To
                                         accelerate the time at which any Option or Stock Award may be exercised, or the time
                                         at which a Stock Award or Common Stock issued under this Plan may become transferable
                                         or non-forfeitable.



 


		(vi)	To
                                         determine whether and under what circumstances an Option or Stock Award may be settled
                                         in cash, shares of Common Stock or other property under Section 6.H instead of in
                                         Common Stock.



 


		(vii)	To
                                         waive, amend, cancel, extend, renew, accept the surrender of, modify or accelerate the
                                         vesting of or lapse of restrictions on all or any portion of an outstanding Award. Except
                                         as otherwise provided by this Plan, Stock Option Agreement, Stock Award Agreement or
                                         Performance Agreement or as required to comply with applicable law, regulation or rule,
                                         no amendment, cancellation or modification shall, without a Participant’s consent,
                                         adversely affect any rights of the Participant; provided, however, that (x) an amendment
                                         or modification that may cause an Incentive Stock Option to become a Nonqualified Stock
                                         Option shall not be treated as adversely affecting the rights of the Participant and
                                         (y) any other amendment or modification of any Stock Option Agreement, Stock Award
                                         Agreement or Performance Agreement that does not, in the opinion of the Committee, adversely
                                         affect any rights of any Participant, shall not require such Participant’s consent.
                                         Notwithstanding the foregoing, the restrictions on the Repricing of Options, as set forth
                                         in this Plan, may not be waived.



 


		(viii)	To
                                         prescribe the form of Stock Option Agreements, Stock Award Agreements, Performance Agreements,
                                         or any other agreements under this Plan; to adopt policies and procedures for the exercise
                                         of Options or Stock Awards, including the satisfaction of withholding obligations; to
                                         adopt, amend, and rescind policies and procedures pertaining to the administration of
                                         this Plan; and to make all other determinations necessary or advisable for the administration
                                         of this Plan. Except for the due execution of the award agreement by both the Corporation
                                         and the Participant, the Award’s effectiveness will not be dependent on any signature
                                         unless specifically so provided in the award agreement.



 


The express
grant in this Plan of any specific power to the Committee shall not be construed as limiting any power or authority of the Committee;
provided that the Committee may not exercise any right or power reserved to the Board. Any decision made, or action taken, by
the Committee or in connection with the implementation, interpretation, and administration of this Plan shall be final, conclusive
and binding on all persons having an interest in this Plan.


 


4.
Eligibility


 


A.          
Eligibility for Awards. Awards, other than Incentive Stock Options, may be granted to any Eligible Person selected by the
Committee. Incentive Stock Options may be granted only to employees of the Corporation or a Parent or Subsidiary.


 


B.          
Eligibility of Consultants. A Consultant shall be an Eligible Person only if the offer or sale of the Corporation’s
securities would be eligible for registration on Form S-8 Registration Statement (or any successor form) because of the identity
and nature of the service provided by such person, unless the Corporation determines that an offer or sale of the Corporation’s
securities to such person will satisfy another exemption from the registration under the Securities Act and complies with the
securities laws of all other jurisdictions applicable to such offer or sale. Accordingly, an Award may not be granted pursuant
to this Plan for the purpose of the Corporation obtaining financing or for investor relations purposes.


 


C.          
Substitution Awards. The Committee may make Awards under this Plan by assumption, in substitution or replacement of performance
shares, phantom shares, stock awards, stock options or similar awards granted by another entity (including an Affiliate) in connection
with a merger, consolidation, acquisition of property or stock or similar transaction. Notwithstanding any provision of this Plan
(other than the maximum number of shares of Common Stock that may be issued under this Plan), the terms of such assumed, substituted,
or replaced Awards shall be as the Committee, in its discretion, determines is appropriate.


 


5.
Common Stock Subject to Plan


 


A.          
Share Reserve and Limitations on Grants. The maximum aggregate number of shares of Common Stock that may be (i) issued
under this Plan pursuant to the exercise of Options (without regard to whether payment on exercise of the Stock Option is made
in cash or shares of Common Stock), (ii) issued pursuant to Stock Awards shall be 4,000,000 shares. The number of shares of Common
Stock subject to the Plan shall be subject to adjustment as provided in Section 9. Notwithstanding any provision hereto to
the contrary, shares subject to the Plan shall include shares forfeited in a prior year as provided herein. For purposes of determining
the number of shares of Common Stock available under this Plan, shares of Common Stock withheld by the Corporation to satisfy
applicable tax withholding obligations pursuant to Section 10 of this Plan shall be deemed issued under this Plan. No single
participant may receive more than 25% of the total Options awarded in any single year.


 


B.          
Reversion of Shares. If an Option or Stock Award is terminated, expires or becomes unexercisable, in whole or in part,
for any reason, the unissued or unpurchased shares of Common Stock which were subject thereto shall become available for future
grant under this Plan. Shares of Common Stock that have been actually issued under this Plan shall not be returned to the share
reserve for future grants under this Plan; except that shares of Common Stock issued pursuant to a Stock Award which are forfeited
to the Corporation or repurchased by the Corporation at the original purchase price of such shares, shall be returned to the share
reserve for future grant under this Plan.


 


C.          
Source of Shares. Common Stock issued under this Plan may be shares of authorized and unissued Common Stock or shares of
previously issued Common Stock that have been reacquired by the Corporation.


 


6.
Options


 


A.          
Award. In accordance with the provisions of Section 4, the Committee will designate each Eligible Person to whom an
Option is to be granted and will specify the number of shares of Common Stock covered by such Option. The Stock Option Agreement
shall specify whether the Option is an Incentive Stock Option or Nonqualified Stock Option, the exercise price of such Option,
the vesting schedule applicable to such Option, the expiration date of such Option, events of termination of such Option, and
any other terms of such Option. No Option that is intended to be an Incentive Stock Option shall be invalid for failure to qualify
as an Incentive Stock Option.


 


B.          
Option Price. The exercise price per share for Common Stock subject to an Option shall be determined by the Committee,
but shall comply with the following:


 


		(i)	The
                                         exercise price per share for Common Stock subject to an Option shall not be less than
                                         one hundred percent (100%) of the Fair Market Value on the date of grant.



 


		(ii)	The
                                         exercise price per share for Common Stock subject to an Incentive Stock Option granted
                                         to a Participant who is deemed to be a Ten Percent Owner on the date such option is granted,
                                         shall not be less than one hundred ten percent (110%) of the Fair Market Value on the
                                         date of grant.



 


C.          
Maximum Option Period. The maximum period during which an Option may be exercised shall be ten (10) years from the
date such Option was granted. In the case of an Incentive Stock Option that is granted to a Participant who is or is deemed to
be a Ten Percent Owner on the date of grant, such Option shall not be exercisable after the expiration of five (5) years
from the date of grant.


 


D.          
Maximum Value of Options which are Incentive Stock Options. To the extent that the aggregate Fair Market Value of the Common
Stock with respect to which Incentive Stock Options granted to any Participant are exercisable for the first time during any calendar
year (under all stock option plans of the Corporation or any Parent or Subsidiary) exceeds $100,000 (or such other amount provided
in Section 422 of the Code), the Options shall not be deemed to be Incentive Stock Options. For purposes of this section,
the Fair Market Value of the Common Stock will be determined as of the time the Incentive Stock Option with respect to the Common
Stock is granted. This section will be applied by taking Incentive Stock Options into account in the order in which they are granted.


 


E.          
Nontransferability. Options granted under this Plan which are intended to be Incentive Stock Options shall be nontransferable
except by will or by the laws of descent and distribution and, during the lifetime of the Participant, shall be exercisable by
only the Participant to whom the Incentive Stock Option is granted. Except to the extent transferability of a Nonqualified Stock
Option is provided for in the Stock Option Agreement or is approved by the Committee, during the lifetime of the Participant to
whom the Nonqualified Stock Option is granted, such Option may be exercised only by the Participant. If the Stock Option Agreement
so provides or the Committee so approves, a Nonqualified Stock Option may be transferred by a Participant through a gift or domestic
relations order to the Participant’s family members to the extent such transfer complies with applicable securities laws
and regulations and provided that such transfer is not a transfer for value (within the meaning of applicable securities laws
and regulations). The holder of a Nonqualified Stock Option transferred pursuant to this section shall be bound by the same terms
and conditions that governed the Option during the period that it was held by the Participant. No right or interest of a Participant
in any Option shall be liable for, or subject to, any lien, obligation, or liability of such Participant, unless such obligation
is to the Corporation itself or to an Affiliate.


 


F.           
Vesting. Options will vest as provided in the Stock Option Agreement.


 


G.          
Termination. Options will terminate as provided in the Stock Option Agreement.


 


H.         
Exercise. Subject to the provisions of this Plan and the applicable Stock Option Agreement, an Option may be exercised
to the extent vested in whole at any time or in part from time to time at such times and in compliance with such requirements
as the Committee shall determine. A partial exercise of an Option shall not affect the right to exercise the Option from time
to time in accordance with this Plan and the applicable Stock Option Agreement with respect to the remaining shares subject to
the Option. An Option may not be exercised with respect to fractional shares of Common Stock. The Participant may face certain
restrictions on his/her ability to exercise Options and/or sell underlying shares when such Participant is potentially in possession
of insider information. The Corporation will make the Participant aware of any formal insider trading policy it adopts, and the
provisions of such insider trading policy (including any amendments thereto) shall be binding upon the Participant.


 


I.            
Payment. Unless otherwise provided by the Stock Option Agreement, payment of the exercise price for an Option shall be
made in cash or a cash equivalent acceptable to the Committee or if the Common Stock is traded on an established securities market,
by payment of the exercise price by a broker-dealer or by the Option holder with cash advanced by the broker-dealer if the exercise
notice is accompanied by the Option holder’s written irrevocable instructions to deliver the Common Stock acquired upon
exercise of the Option to the broker-dealer or by delivery of the Common Stock to the broker-dealer with an irrevocable commitment
by the broker-dealer to forward the exercise price to the Corporation. With the consent of the Committee, payment of all or a
part of the exercise price of an Option may also be made (i) by surrender to the Corporation (or delivery to the Corporation
of a properly executed form of attestation of ownership) of shares of Common Stock that have been held for such period prior to
the date of exercise as is necessary to avoid adverse accounting treatment to the Corporation, or (ii) any other method acceptable
to the Committee. If Common Stock is used to pay all or part of the exercise price, the sum of the cash or cash equivalent and
the Fair Market Value (determined as of the date of exercise) of the shares surrendered must not be less than the Option price
of the shares for which the Option is being exercised.


 


J.            
Stockholder Rights. No Participant shall have any rights as a stockholder with respect to shares subject to an Option until
the date of exercise of such Option and the certificate for shares of Common Stock to be received on exercise of such Option has
been issued by the Corporation.


 


K.          
Disposition and Stock Certificate Legends for Incentive Stock Option Shares. A Participant shall notify the Corporation
of any sale or other disposition of Common Stock acquired pursuant to an Incentive Stock Option if such sale or disposition occurs
(i) within two years of the grant of an Option or (ii) within one year of the issuance of the Common Stock to the Participant.
Such notice shall be in writing and directed to the Chief Financial Officer of the Corporation or is his/her absence, the Chief
Executive Officer. The Corporation may require that certificates evidencing shares of Common Stock purchased upon the exercise
of Incentive Stock Options issued under this Plan be endorsed with a legend in substantially the following form:


 


THE SHARES
EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO ___, 20___, IN THE ABSENCE OF A WRITTEN STATEMENT FROM THE
CORPORATION TO THE EFFECT THAT THE CORPORATION IS AWARE OF THE FACTS OF SUCH SALE OR TRANSFER.


 


          The
blank contained in this legend shall be filled in with the date that is the later of (i) one year and one day after the date of
the exercise of such Incentive Stock Option or (ii) two years and one day after the grant of such Incentive Stock Option.


 


L.          
No Repricing. In no event shall the Committee permit a Repricing of any Option without the approval of the stockholders
of the Corporation.


 


7.
Stock Awards


 


A.          
Stock Bonus Awards. Stock Bonus Awards may be granted by the Committee. Each Stock Award Agreement for a Stock Bonus Award
shall be in such form and shall contain such terms and conditions (including provisions relating to consideration, vesting, reacquisition
of shares following termination, and transferability of shares) as the Committee shall deem appropriate. The terms and conditions
of Stock Award Agreements for Stock Bonus Awards may change from time to time and need not be uniform with respect to Participants,
and the terms and conditions of separate Stock Bonus Awards need not be identical.


 


B.          
Restricted Stock Awards. Restricted Stock Awards may be granted by the Committee. Each Stock Award Agreement for a Restricted
Stock Award shall be in such form and shall contain such terms and conditions (including provisions relating to purchase price,
consideration, vesting, reacquisition of shares following termination, and transferability of shares) as the Committee shall deem
appropriate. The terms and conditions of the Stock Award Agreements for Restricted Stock Awards may change from time to time and
need not be uniform with respect to Participants, and the terms and conditions of separate Restricted Stock Awards need not be
identical. Vesting of any grant of Restricted Stock Awards may be further conditioned upon the attainment of Performance Objectives
established by the Committee in accordance with the applicable provisions of Section 8 of this Plan regarding Performance Shares.


 


C.          
Deferred Shares. The Committee may authorize grants of Deferred Shares to Participants upon the recommendation of the Corporation’s
management, and upon such terms and conditions as the Committee may determine in accordance with the following provisions:


 


		(i)	Each
                                         grant shall constitute the agreement by the Corporation to issue or transfer shares of
                                         Common Stock to the Participant in the future in consideration of the performance of
                                         services, subject to the fulfillment during the Deferral Period of such conditions as
                                         the Committee may specify.



 


		(ii)	Each
                                         grant may be made without additional consideration from the Participant or in consideration
                                         of a payment by the Participant that is less than the Fair Market Value on the date of
                                         grant.



 


		(iii)	Each
                                         grant shall provide that the Deferred Shares covered thereby shall be subject to a Deferral
                                         Period, which shall be fixed by the Committee on the date of grant, and any grant or
                                         sale may provide for the earlier termination of such period in the event of a change
                                         in control of the Corporation or other similar transaction or event.



 


		(iv)	During
                                         the Deferral Period, the Participant shall not have any right to transfer any rights
                                         under the subject Award, shall not have any rights of ownership in the Deferred Shares
                                         and shall not have any right to vote such shares, but the Committee may on or after the
                                         date of grant, authorize the payment of dividend or other distribution equivalents on
                                         such shares in cash or additional shares on a current, deferred or contingent basis.



 


		(v)	Any
                                         grant, or the vesting thereof, may be further conditioned upon the attainment of Performance
                                         Objectives established by the Committee in accordance with the applicable provisions
                                         of Section 8 of this Plan regarding Performance Shares.



 


		(vi)	Each
                                         grant shall be evidenced by an agreement delivered to and accepted by the Participant
                                         and containing such terms and provisions as the Committee may determine consistent with
                                         this Plan. The terms and conditions of the agreements for Deferred Shares may change
                                         from time to time and need not be uniform with respect to Participants, and the terms
                                         and conditions of separate Deferred Shares need not be identical.



 


8.
Performance Shares 


 


A.          
The Committee may authorize grants of Performance Shares, which shall become payable to the Participant upon the achievement of
specified Performance Objectives, upon such terms and conditions as the Committee may determine in accordance with the following
provisions:


 


		(i)	Each
                                         grant shall specify the number of Performance Shares to which it pertains, which may
                                         be subject to adjustment to reflect changes in compensation or other factors.



 


		(ii)	The
                                         Performance Period with respect to each Performance Share shall commence on the date
                                         established by the Committee and may be subject to earlier termination in the event of
                                         a change in control of the Corporation or similar transaction or event.



 


		(iii)	Each
                                         grant shall specify the Performance Objectives that are to be achieved by the Participant.



 


		(iv)	Each
                                         grant may specify in respect of the specified Performance Objectives a minimum acceptable
                                         level of achievement below which no payment will be made and may set forth a formula
                                         for determining the amount of any payment to be made if performance is at or above such
                                         minimum acceptable level but falls short of the maximum achievement of the specified
                                         Performance Objectives.



 


		(v)	Each
                                         grant shall specify the time and manner of payment of Performance Shares that shall have
                                         been earned, and any grant may specify that any such amount may be paid by the Corporation
                                         in cash, shares of Common Stock or any combination thereof and may either grant to the
                                         Participant or reserve to the Committee the right to elect among those alternatives.



 


		(vi)	Any
                                         grant of Performance Shares may specify that the amount payable with respect thereto
                                         may not exceed a maximum specified by the Committee on the date of grant.



 


		(vii)	Any
                                         grant of Performance Shares may provide for the payment to the Participant of dividend
                                         or other distribution equivalents thereon in cash or additional shares of Common Stock
                                         on a current, deferred or contingent basis.



 


		(viii)	If
                                         provided in the terms of the grant and subject to the requirements of Section 162(m)
                                         of the Code (in the case of awards intended to qualify for exception therefrom), the
                                         Committee may adjust Performance Objectives and the related minimum acceptable level
                                         of achievement if, in the sole judgment of the Committee, events or transactions have
                                         occurred after the date of grant that are unrelated to the performance of the Participant
                                         and result in distortion of the Performance Objectives or the related minimum acceptable
                                         level of achievement.






 


		(ix)	Each
                                         grant shall be evidenced by an agreement that shall be delivered to and accepted by the
                                         Participant, which shall state that the Performance Shares are subject to all of the
                                         terms and conditions of this Plan and such other terms and provisions as the Committee
                                         may determine consistent with this Plan. The terms and conditions of the agreements for
                                         Performance Shares may change from time to time and need not be uniform with respect
                                         to Participants, and the terms and conditions of separate Performance Shares need not
                                         be identical.



 


		(x)	Until
                                         the achievement of the Performance Objectives and the resulting issuance of the Performance
                                         Shares, the Participant shall not have any rights as a stockholder in the Performance
                                         Shares and shall not have any right to vote such shares, but the Committee may on or
                                         after the date of grant, authorize the payment of dividend or other distribution equivalents
                                         on such shares in cash or additional shares on a current, deferred or contingent basis.



 


9.
Changes in Capital Structure


 


A.          
No Limitations of Rights. The existence of outstanding Awards shall not affect in any way the right or power of the Corporation
or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Corporation’s
capital structure or its business, or any merger or consolidation of the Corporation, or any issuance of bonds, debentures, preferred
or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether
of a similar character or otherwise.


 


B.          
Changes in Capitalization. If the Corporation shall effect a subdivision or consolidation of shares or other capital readjustment,
the payment of a stock dividend, or other increase or reduction of the number of shares of the Common Stock outstanding, without
receiving consideration therefore in money, services or property, then (i) the number, class, and per share price of shares of
Common Stock subject to outstanding Options and other Awards hereunder and (ii) the number of and class of shares then reserved
for issuance under this Plan and the maximum number of shares for which Awards may be granted to a Participant during a specified
time period shall be appropriately and proportionately adjusted. The conversion of convertible securities of the Corporation shall
not be treated as effected “without receiving consideration.” The Committee shall make such adjustments, and its determinations
shall be final, binding and conclusive.


 


C.          
Merger, Consolidation or Asset Sale. If the Corporation is merged or consolidated with another entity or sells or otherwise
disposes of substantially all of its assets to another company while Options or Stock Awards remain outstanding under this Plan,
unless provisions are made in connection with such transaction for the continuance of this Plan and/or the assumption or substitution
of such Options or Stock Awards with new options or stock awards covering the stock of the successor company, or parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of shares and prices, then all outstanding Options and Stock Awards
which have not been continued, assumed or for which a substituted award has not been granted shall, whether or not vested or then
exercisable, unless otherwise specified in the Stock Option Agreement or Stock Award Agreement, terminate immediately as of the
effective date of any such merger, consolidation or sale.


 


D.          
Limitation on Adjustment. Except as previously expressly provided, neither the issuance by the Corporation of shares of
stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services
either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations
of the Corporation convertible into such shares or other securities, nor the increase or decrease of the number of authorized
shares of stock, nor the addition or deletion of classes of stock, shall affect, and no adjustment by reason thereof shall be
made with respect to, the number, class or price of shares of Common Stock then subject to outstanding Options or Stock Awards.


 


10.
Withholding of Taxes


 


          The
Corporation or an Affiliate shall have the right, before any certificate for any Common Stock is delivered, to deduct or withhold
from any payment owed to a Participant any amount that is necessary in order to satisfy any withholding requirement that the Corporation
or Affiliate in good faith believes is imposed upon it in connection with U.S federal, state, or local taxes, including transfer
taxes, as a result of the issuance of, or lapse of restrictions on, such Common Stock, or otherwise require such Participant to
make provision for payment of any such withholding amount. Subject to such conditions as may be established by the Committee,
the Committee may permit a Participant to (i) have Common Stock otherwise issuable under an Option or Stock Award withheld
to the extent necessary to comply with minimum statutory withholding rate requirements; (ii) tender back to the Corporation
shares of Common Stock received pursuant to an Option or Stock Award to the extent necessary to comply with minimum statutory
withholding rate requirements for supplemental income; (iii) deliver to the Corporation previously acquired Common Stock;
(iv) have funds withheld from payments of wages, salary or other cash compensation due the Participant; (v) pay the
Corporation or its Affiliate in cash, in order to satisfy part or all of the obligations for any taxes required to be withheld
or otherwise deducted and paid by the Corporation or its Affiliate with respect to the Option of Stock Award; or (vi) establish
a 10b5-1 trading plan for withheld stock designed to facilitate the sale of stock in connection with the vesting of such shares,
the proceeds of which shall be utilized to make all applicable withholding payments in a manner to be coordinated by the Corporation’s
Chief Financial Officer.


 


11.
Compliance with Law and Approval of Regulatory Bodies


 


A.          
General Requirements. No Option or Stock Award shall be exercisable, no Common Stock shall be issued, no certificates for
shares of Common Stock shall be delivered, and no payment shall be made under this Plan except in compliance with all applicable
federal and state laws and regulations (including, without limitation, withholding tax requirements), any listing agreement to
which the Corporation is a party, and the rules of all domestic stock exchanges or quotation systems on which the Corporation’s
shares may be listed. The Corporation shall have the right to rely on an opinion of its counsel as to such compliance. In the
absence of an effective and current registration statement on an appropriate form under the Securities Act, or a specific exemption
from the registration requirements of the Securities Act, shares of Common Stock issued under this Plan shall be restricted shares.
Any share certificate issued to evidence Common Stock when a Stock Award is granted or for which an Option is exercised may bear
such restrictive legends and statements as the Committee may deem advisable to assure compliance with federal and state laws and
regulations. No Option or Stock Award shall be exercisable, no Stock Award shall be granted, no Common Stock shall be issued,
no certificate for shares shall be delivered, and no payment shall be made under this Plan until the Corporation has obtained
such consent or approval as the Committee may deem advisable from regulatory bodies having jurisdiction over such matters.


 


B.          
Participant Representations. The Committee may require that a Participant, as a condition to receipt or exercise of a particular
award, execute and deliver to the Corporation a written statement, in form satisfactory to the Committee, in which the Participant
represents and warrants that the shares are being acquired for such person’s own account, for investment only and not with
a view to the resale or distribution thereof. The Participant shall, at the request of the Committee, be required to represent
and warrant in writing that any subsequent resale or distribution of shares of Common Stock by the Participant shall be made only
pursuant to either (i) a registration statement on an appropriate form under the Securities Act of 1933, which registration statement
has become effective and is current with regard to the shares being sold, or (ii) a specific exemption from the registration
requirements of the Securities Act of 1933, but in claiming such exemption the Participant shall, prior to any offer of sale or
sale of such shares, obtain a prior favorable written opinion of counsel, in form and substance satisfactory to counsel for the
Corporation, as to the application of such exemption thereto.


 


12.
General Provisions


 


A.          
Effect on Employment and Service. Neither the adoption of this Plan, its operation, nor any documents describing or referring
to this Plan (or any part thereof) shall (i) confer upon any individual any right to continue in the employ or service of the
Corporation or an Affiliate, (ii) in any way affect any right and power of the Corporation or an Affiliate to change an individual’s
duties or terminate the employment or service of any individual at any time with or without assigning a reason therefor or (iii) except
to the extent the Committee grants an Option or Stock Award to such individual, confer on any individual the right to participate
in the benefits of this Plan.


 


B.          
Use of Proceeds. The proceeds received by the Corporation from any sale of Common Stock pursuant to this Plan shall be
used for general corporate purposes.


 


C.          
Unfunded Plan. This Plan, insofar as it provides for grants, shall be unfunded, and the Corporation shall not be required
to segregate any assets that may at any time be represented by grants under this Plan. Any liability of the Corporation to any
Participant with respect to any grant under this Plan shall be based solely upon any contractual obligations that may be created
pursuant to this Plan. No such obligation of the Corporation shall be deemed to be secured by any pledge of, or other encumbrance
on, any property of the Corporation.


 


D.          
Rules of Construction. Headings are given to the Sections of this Plan solely as a convenience to facilitate reference.
The reference to any statute, regulation, or other provision of law shall be construed to refer to any amendment to or successor
of such provision of law.


 


E.           
Choice of Law. This Plan and all Stock Option Agreements, Stock Award Agreements, and Performance Agreements (or any other
agreements) entered into under this Plan shall be interpreted under the Corporation Law excluding (to the greatest extent permissible
by law) any rule of law that would cause the application of the laws of any jurisdiction other than the Corporation Law.


 


F.           
Fractional Shares. The Corporation shall not be required to issue fractional shares pursuant to this Plan. The Committee
may provide for elimination of fractional shares or the settlement of such fractional shares in cash.


 


G.          
Foreign Employees. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee
may provide for such special terms for Awards to Participants who are foreign nationals, or who are employed by the Corporation
or any Affiliate outside of the United States, as the Committee may consider necessary or appropriate to accommodate differences
in local law, tax policy or custom. Moreover, the Committee may approve such supplements to, or amendments, restatements or alternative
versions of, this Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of this
Plan, as then in effect, unless this Plan could have been amended to eliminate such inconsistency without further approval by
the stockholders of the Corporation.


 


13.
Amendment and Termination


 


          The
Board may amend or terminate this Plan from time to time; provided, however, stockholder approval shall be required for any amendment
that (i) increases the aggregate number of shares of Common Stock that may be issued under this Plan, except as contemplated
herein; (ii) changes the class of employees eligible to receive Incentive Stock Options; (iii) modifies the restrictions
on Repricings set forth in this Plan; or (iv) is required by the terms of any applicable law, regulation or rule, including
the rules of any market on which the Corporation shares are traded or exchange on which the Corporation shares are listed. Except
as specifically permitted by this Plan, any Stock Option Agreement or any Stock Award Agreement or as required to comply with
applicable law, regulation or rule, no amendment shall, without a Participant’s consent, adversely affect any rights of
such Participant under any Option or Stock Award outstanding at the time such amendment is made; provided, however, that an amendment
that may cause an Incentive Stock Option to become a Nonqualified Stock Option shall not be treated as adversely affecting the
rights of the Participant. Any amendment requiring stockholder approval shall be approved by the stockholders of the Corporation
within twelve (12) months of the date such amendment is adopted by the Board.


 


14.
Effective Date of Plan; Duration of Plan


 


A.          
This Plan shall be effective upon adoption by the Board, subject to approval within twelve (12) months by the stockholders
of the Corporation. Unless and until the Plan has been approved by the stockholders of the Corporation, no Option or Stock Award
may be exercised, no shares of Common Stock may be issued under this Plan. In the event that the stockholders of the Corporation
shall not approve the Plan within such twelve (12) month period, the Plan and any previously granted Options or Stock Awards
shall terminate.


 


B.          
Unless previously terminated, this Plan will terminate ten (10) years after the earlier of (i) the date this Plan is
adopted by the Board, or (ii) the date this Plan is approved by the stockholders, except that Awards that are granted under
this Plan prior to its termination will continue to be administered under the terms of this Plan until the Awards terminate, expire
or are exercised.




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Corporation has caused this Plan to be executed by a duly authorized officer as of the date of adoption
of this Plan by the Board of Directors.


 


MASSROOTS, INC.


 


	By:	/s/ Isaac Dietrich	 	 
	 	Isaac Dietrich	 	 
	 	Cheif Executive Officer