Exhibit 4.1


 





APPTIGO
INTERNATIONAL, INC.


2014
STOCK INCENTIVE PLAN


 


THE 2014 STOCK INCENTIVE
PLAN (the “Plan”) of Apptigo International, Inc., a Nevada corporation, is hereby adopted by its Board of Directors
as of June 19, 2014 (the “Effective Date”).


 


Article
1.


PURPOSES
OF THE PLAN


 


Section 1.01Purposes.
The purposes of the Plan are (a) to enhance the Company’s ability to attract and retain the services of qualified employees,
officers, directors, consultants and other service providers upon whose judgment, initiative and efforts the successful conduct
and development of the Company’s business largely depends, and (b) to provide additional incentives to such persons or entities
to devote their utmost effort and skill to the advancement and betterment of the Company, by providing them an opportunity to participate
in the ownership of the Company and thereby have an interest in the success and increased value of the Company.


 


Article
2.


DEFINITIONS


 


For purposes of this
Plan, terms not otherwise defined herein shall have the meanings indicated below:


 


Section 2.01Administrator.
“Administrator” means the Board or, if the Board delegates responsibility for any matter to the Committee or an officer
or officers of the Company, the term Administrator shall mean the Committee or the Officer or Officers, as applicable.


 


Section 2.02Affiliated
Company. “Affiliated Company” means:


 


a)with respect to
Incentive Options, any “parent corporation” or “subsidiary corporation” of the Company, whether now existing
or hereafter created or acquired, as those terms are defined in Sections 424(e) and 424(f) of the Code, respectively; and


 


b)with respect to
Nonqualified Options, Restricted Stock Units, Stock Appreciation Rights, and Restricted Stock Grants any entity described in paragraph
(a) of this Section 2.02 above, plus any other corporation, limited liability company (“LLC”), partnership or
joint venture, whether now existing or hereafter created or acquired, with respect to which the Company beneficially owns more
than fifty percent (50%) of: (1) the total combined voting power of all outstanding voting securities or (2) the capital or profits
interests of an LLC, partnership or joint venture.


 


Section 2.03Base
Price. “Base Price” means the price per share of Common Stock for purposes of computing the amount payable to a
Participant who holds a Stock Appreciation Right upon exercise thereof.


 


Section 2.04Board.
“Board” means the Board of Directors of the Company.


 


Section 2.05Change
in Control. “Change in Control” means:


 


a)The acquisition,
directly or indirectly, in one transaction or a series of related transactions, by any person or group (within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended) of the beneficial ownership of securities of the Company possessing
more than fifty percent (50%) of the total combined voting power of all outstanding securities of the Company;


 






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b)A merger or consolidation
in which the Company is not the surviving entity, except for a transaction in which the holders of the outstanding voting securities
of the Company immediately prior to such merger or consolidation hold as a result of holding Company securities prior to such transaction,
in the aggregate, securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting
securities of the surviving entity (or the parent of the surviving entity) immediately after such merger or consolidation;


 


c)A reverse merger
in which the Company is the surviving entity but in which the holders of the outstanding voting securities of the Company immediately
prior to such merger hold, in the aggregate, securities possessing less than fifty percent (50%) of the total combined voting power
of all outstanding voting securities of the Company or of the acquiring entity immediately after such merger; or


 


d)The sale, transfer
or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the
Company, except for a transaction in which the holders of the outstanding voting securities of the Company immediately prior to
such transaction(s) receive as a distribution with respect to securities of the Company, in the aggregate, securities possessing
more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the acquiring entity immediately
after such transaction(s).


 


e)In addition, a
Change in Control will be deemed to have occurred if, at any time during any period of twelve (12) consecutive months during the
term of any Option Agreement, Restricted Stock Unit Agreement or Stock Appreciation Right Agreement under this Plan, individuals
who at the beginning of such period constituted the entire Board do not for any reason constitute a majority of the Board, unless
the election, or the nomination for election by the Company’s stockholders, of each new director was approved by a vote of
at least a majority of the directors then still in office who were directors at the beginning of the period (but not including
any new director whose election or nomination is in connection with an actual or threatened proxy contest relating to the election
of directors of the Company).


 


Notwithstanding the foregoing, a transaction
will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section
409A of the Code.


 


Section 2.06Code.
“Code” means the Internal Revenue Code of 1986, as amended from time to time.


 


Section 2.07Committee.
“Committee” means a committee of two or more members of the Board appointed to administer the Plan, as set forth in
Section 9.01.


 


Section 2.08Common
Stock. “Common Stock” means the Common Stock of the Company, subject to adjustment pursuant to Section 4.02.


 


Section 2.09Company.
“Company” means Apptigo International, Inc., a Nevada corporation, or any entity that is a successor to the Company.
Except where the context otherwise requires, the term “Company” shall include any of the Company’s
present or future parent or subsidiary corporations.


 






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Section 2.10Disability.
“Disability” means permanent and total disability as defined in Section 22(e)(3) of the Code. The Administrator’s
determination of a Disability or the absence thereof shall be conclusive and binding on all interested parties.


 


Section 2.11Effective
Date. “Effective Date” means the date on which the Plan was originally adopted by the Board, as set forth on the
first page hereof.


 


Section 2.12Exchange
Act. “Exchange Act” means the Securities and Exchange Act of 1934, as amended.


 


Section 2.13Exercise
Price. “Exercise Price” means the purchase price per share of Common Stock payable by the Optionee to the Company
upon exercise of an Option.


 


Section 2.14Fair
Market Value. “Fair Market Value” on any given date means the value of one share of Common Stock, determined as
follows:


 


a)If the Common Stock
is then listed or admitted to trading on The NASDAQ Stock Market or another stock exchange which reports closing sale prices, the
Fair Market Value shall be the closing sale price on the date of valuation on The NASDAQ Stock Market or principal stock exchange
on which the Common Stock is then listed or admitted to trading, or, if no closing sale price is quoted on such day, then the Fair
Market Value shall be the closing sale price of the Common Stock on The NASDAQ Stock Market or such exchange on the next preceding
day on which a closing sale price is reported.


 


b)If the Common Stock
is not then listed or admitted to trading on The NASDAQ Stock Market or a stock exchange which reports closing sale prices, the
Fair Market Value shall be the average of the closing bid and asked prices of the Common Stock in the over-the-counter market on
the date of valuation.


 


c)If neither (a)
nor (b) is applicable as of the date of valuation, then the Fair Market Value shall be determined by the Administrator in good
faith using any reasonable method of evaluation in a manner consistent with the valuation principles under Section 409A of the
Code, which determination shall be conclusive and binding on all interested parties.


 


Section 2.15FINRA
Dealer. “FINRA Dealer” means a broker-dealer that is a member of the Financial Industry Regulatory Authority.


 


Section 2.16Incentive
Option. “Incentive Option” means any Option designated and qualified as an “incentive stock option”
as defined in Section 422 of the Code.


 


Section 2.17Incentive
Option Agreement. “Incentive Option Agreement” means an Option Agreement with respect to an Incentive Option.


 


Section 2.18Nonqualified
Option. “Nonqualified Option” means any Option that is not an Incentive Option.  To the extent that any Option
designated as an Incentive Option fails in whole or in part to qualify as an Incentive Option, including, without limitation, for
failure to meet the limitations applicable to a 10% Stockholder or because it exceeds the annual limit provided for in Section
5.07 below, it shall to that extent constitute a Nonqualified Option.


 


Section 2.19Nonqualified
Option Agreement. “Nonqualified Option Agreement” means an Option Agreement with respect to a Nonqualified Option.


 






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Section 2.20Officer.
“Officer” means any President, Chief Executive Officer, Chief Financial Officer, or Senior or Executive Vice-President
of the Company.


 


Section 2.21Option.
“Option” means any option to purchase Common Stock granted pursuant to this Plan.


 


Section 2.22Option
Agreement. “Option Agreement” means the written agreement entered into between the Company and the Optionee with
respect to an Option granted under this Plan.


 


Section 2.23Optionee.
“Optionee” means any Participant who holds an Option.


 


Section 2.24Participant.
“Participant” means an individual or entity that holds Options, Restricted Stock Units, Stock Appreciation Rights,
or Restricted Shares under this Plan.


 


Section 2.25Performance
Criteria. “Performance Criteria” means one or more of the following as established by the Administrator, which
may be stated as a target percentage or dollar amount, a percentage increase over a base period percentage or dollar amount or
the occurrence of a specific event or events:


 


		a)	Revenue;



		b)	Gross profit;



		c)	Operating income;



		d)	Pre-tax income;



		e)	Earnings before interest, taxes, depreciation and amortization
(“EBITDA”);



		f)	Earnings per common share on a fully diluted basis (“EPS”);



		g)	Consolidated net income of the Company divided by the average
consolidated common stockholders’ equity (“ROE”);





		h)	Cash and cash equivalents derived from either (i) net cash
flow from operations, or (ii) net cash flow from operations, financings and investing activities (“Cash Flow”);





		i)	Adjusted operating cash flow return on income;



		j)	Cost containment or reduction;



		k)	The percentage increase in the market price of the Company’s
common stock over a stated period; and





		l)	Individual business objectives.



 


Section 2.26Restricted
Shares. “Restricted Shares” means shares issued pursuant to the Stock Issuance Program in Article 8.


 


Section 2.27Restricted
Stock Unit. “Restricted Stock Unit” means a right to receive a share of Common Stock or an amount equal to the
Fair Market Value of one share of Common Stock, or combination thereof, issued pursuant to Article 6, subject to any restrictions
and conditions as are established pursuant to Article 6.


 


Section 2.28Restricted
Stock Unit Agreement. “Restricted Stock Unit Agreement” means the written agreement entered into between the Company
and a Participant evidencing the grant of Restricted Stock Units under the Plan.


 


Section 2.29Service.
“Service” shall mean the provision of services to the Company (or any Parent or Subsidiary) by a person in the capacity
of an employee, a non-employee member of the board of directors or a consultant or independent advisor, except to the extent otherwise
specifically provided in the documents evidencing the option grant.


 






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Section
2.30Service Provider. “Service Provider” means a consultant or other person or entity the Administrator
authorizes to become a Participant in the Plan and who provides services to (i) the Company, (ii) an Affiliated Company, or
(iii) any other business venture designated by the Administrator in which the Company or an Affiliated Company has a
significant ownership interest.


 


Section 2.31Stock
Appreciation Right. “Stock Appreciation Right” means a right issued pursuant to Article 7, subject to any restrictions
and conditions as are established pursuant to Article 7 that is designated as a Stock Appreciation Right.


 


Section 2.32Stock
Appreciation Right Agreement. “Stock Appreciation Right Agreement” means the written agreement entered into between
the Company and a Participant evidencing the grant of Stock Appreciation Rights under the Plan.


 


Section 2.33Stock
Issuance Program. “Stock Issuance Program” means the program to issue restricted shares pursuant to Article 8.


 


Section 2.3410%
Stockholder. “10% Stockholder” means a person who, as of a relevant date, owns or is deemed to own (by reason of
the attribution rules applicable under Section 424(d) of the Code) stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or of an Affiliated Company.


 


Article
3.


ELIGIBILITY


 


Section 3.01Incentive
Options. Only employees of the Company or of an Affiliated Company (including members of the Board if they are employees of
the Company or of an Affiliated Company) are eligible to receive Incentive Options under the Plan.


 


Section 3.02Nonqualified
Options; Restricted Stock Units, Restricted Shares and Stock Appreciation Rights. Employees of the Company or of an Affiliated
Company, members of the Board (whether or not employed by the Company or an Affiliated Company), and Service Providers are eligible
to receive Nonqualified Options, Restricted Stock Units, Restricted Shares, and Stock Appreciation Rights under the Plan.


 


Article
4.


PLAN
SHARES


 


Section 4.01Shares
Subject to the Plan.


 


a)The total number
of shares of Common Stock initially reserved and available for issuance under the Plan shall be 4,500,000 shares. Shares of Common
Stock under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares.


 


b)For purposes of
the limitations set forth in Section 4.01(a) above, in the event that (a) all or any portion of any Options or Stock Appreciation
Rights granted under the Plan can no longer under any circumstances be exercised, (b) any shares of Common Stock are reacquired
by the Company pursuant to an Option Agreement, or (c) all or any portion of any Restricted Stock Units granted under the Plan
are forfeited or can no longer under any circumstances vest, the shares of Common Stock allocable to or covered by the unexercised
or unvested portion of such Options, Stock Appreciation Rights or Restricted Stock Units or the shares of Common Stock so reacquired
shall again be available for grant or issuance under the Plan. The following shares of Common Stock may not again be made available
for issuance as awards under the Plan: (i) shares of Common Stock not issued or delivered as a result of the net settlement of
outstanding Stock Appreciation Rights or Options, (ii) shares of Common Stock used to pay the Exercise Price related to outstanding
Options, (iii) shares of Common Stock used to pay withholding taxes related to outstanding Options, Stock Appreciation Rights or
Restricted Stock Units, or (iv) shares of Common Stock repurchased on the open market with the proceeds of the Option Exercise
Price.


 






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Section
4.02Changes in Capital Structure. In the event that the outstanding shares of Common Stock are hereafter increased
or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by
reason of a recapitalization, stock split, reverse stock split, reclassification, stock dividend, or other change in the
capital structure of the Company, then appropriate adjustments shall be made by the Administrator to the aggregate number and
kind of shares subject to this Plan, the number and kind of shares and the price per share subject to or covered by
outstanding Option Agreements, Restricted Stock Unit Agreements or Stock Appreciation Right Agreements and the limit on the
number of shares under Section 3.03, all in order to preserve, as nearly as practical, but not to increase, the benefits to
Participants.


 


Article
5.


OPTIONS


 


Section 5.01Grant
of Stock Options. The Administrator shall have the right to grant pursuant to this Plan, Options subject to such terms,
restrictions and conditions as the Administrator may determine at the time of grant.  Such conditions may include, but are
not limited to, continued employment or the achievement of specified performance goals or objectives established by the Administrator
with respect to one or more Performance Criteria, which require the Administrator to certify in writing whether and the extent
to which such Performance Criteria were achieved.


 


Section 5.02Option
Agreements. Each Option granted pursuant to this Plan shall be evidenced by an Option Agreement which shall specify the number
of shares subject thereto, vesting provisions relating to such Option, the Exercise Price per share, and whether the Option is
an Incentive Option or Nonqualified Option. As soon as is practical following the grant of an Option, an Option Agreement shall
be duly executed and delivered by or on behalf of the Company to the Optionee to whom such Option was granted.  Each Option
Agreement shall be in such form and contain such additional terms and conditions, not inconsistent with the provisions of this
Plan, as the Administrator shall, from time to time, deem desirable.


 


Section 5.03Exercise
Price. The Exercise Price per share of Common Stock covered by each Option shall be determined by the Administrator, subject
to the following:  (a) the Exercise Price of an Incentive Option shall not be less than 100% of Fair Market Value on the date
the Incentive Option is granted, (b) the Exercise Price of a Nonqualified Option shall not be less than 85% of Fair Market Value
on the date the Nonqualified Option is granted, and (c) if the person to whom an Incentive Option is granted is a 10% Stockholder
on the date of grant, the Exercise Price shall not be less than 110% of Fair Market Value on the date the Incentive Option is granted.
However, an Option may be granted with an Exercise Price lower than that set forth in the preceding sentence if such Option is
granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Sections 409A and
424 of the Code.


 






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Section 5.04Payment
of Exercise Price. Payment of the Exercise Price shall be made upon exercise of an Option and may be made, in the discretion
of the Administrator, subject to any legal restrictions, by: (a) cash; (b) check; (c) the surrender of shares of Common Stock owned
by the Optionee (provided that shares acquired pursuant to the exercise of options granted by the Company must have been held by
the Optionee for the requisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes),
which surrendered shares shall be valued at Fair Market Value as of the date of such exercise; (d) the cancellation of indebtedness
of the Company to the Optionee; (e) the waiver of compensation due or accrued to the Optionee for services rendered; (f) provided
that a public market for the Common Stock exists, a “same day sale” commitment from the Optionee and a FINRA Dealer
whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased to pay for the
Exercise Price and whereby the FINRA Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly
to the Company; (g) provided that a public market for the Common Stock exists, a “margin” commitment from the Optionee
and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the shares so purchased to the
FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby
the FINRA Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Company; or (h)
any combination of the foregoing methods of payment or any other consideration or method of payment as shall be permitted by applicable
law.


 


Section 5.05Term
and Termination of Options. The term and provisions for termination of each Option shall be as fixed by the Administrator,
but no Option may be exercisable more than ten (10) years after the date it is granted.  An Incentive Option granted to a
person who is a 10% Stockholder on the date of grant shall not be exercisable more than five (5) years after the date it is granted.


 


Section 5.06Vesting
and Exercise of Options. Each Option shall vest and become exercisable in one or more installments at such time or times and
subject to such conditions, including without limitation the achievement of specified performance goals or objectives established
with respect to one or more Performance Criteria, as shall be determined by the Administrator.


 


Section 5.07Annual
Limit on Incentive Options. To the extent required for “incentive stock option” treatment under Section 422 of
the Code, the aggregate Fair Market Value (determined as of the time of grant) of the Common Stock with respect to which Incentive
Options granted under this Plan and any other plan of the Company or any Affiliated Company become exercisable for the first time
by an Optionee during any calendar year shall not exceed $100,000.


 


Section 5.08Nontransferability
of Options. Except as otherwise provided in this Section 5.08, Options shall not be assignable or transferable except by will,
the laws of descent and distribution or to a revocable trust, and during the life of the Optionee, Options shall be exercisable
only by the Optionee. At the discretion of the Administrator and in accordance with rules it establishes from time to time, Optionees
may be permitted to transfer some or all of their Nonqualified Options to one or more “family members,” which is not
a “prohibited transfer for value,” provided that (i) the Optionee (or such Optionee’s estate or representative)
shall remain obligated to satisfy all income or other tax withholding obligations associated with the exercise of such Nonqualified
Option; (ii) the Optionee shall notify the Company in writing that such transfer has occurred and disclose to the Company the name
and address of the “family member” or “family members” and their relationship to the Optionee, and (iii)
such transfer shall be effected pursuant to transfer documents in a form approved by the Administrator. For purposes of the foregoing,
the terms “family members” and “prohibited transfer for value” have the meaning ascribed to them in the
General Instructions to Form S-8 (or any successor form) promulgated under the Securities Act of 1933, as amended.


 


Section 5.09Effect
of Termination of Employment.


 


a)The following provisions
shall govern the exercise of any Options held by the Optionee at the time of termination of employment, disability, or death:


 






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(1)Should
the Optionee’s employment be terminated for cause, then the Options shall terminate on the date of employment is terminated.


 


(2)Should
the Optionee’s employment be terminated for disability, then the Optionee shall have a period of six (6) months following
the date of such termination during which to exercise each outstanding Option held by such Optionee at the time of disability.


 


(3)If the
Optionee dies while holding an outstanding Option, then the personal representative of his or her estate or the person or persons
to whom the Option is transferred pursuant to the Optionee’s will or the laws of inheritance shall have six (6) months following
the date of the Optionee’s death to exercise such Option.


 


(4)Should
Optionee’s employment be terminated by reason of his or her own voluntary termination, then the Optionee shall have a period
of thirty (30) days following the date of such voluntary termination during which to exercise each outstanding option held by such
Optionee.


 


(5)Should
Optionee’s employment be terminated by reason other than for cause, disability, death, or Optionee’s voluntary termination,
then the Optionee shall have a period of three (3) months following the date of such termination during which to exercise each
outstanding option held by such Optionee.


 


(6)Under
no circumstances, however, shall any such Option be exercisable after the specified expiration of the option term.


 


(7)During
the applicable post-Service exercise period, the Option may not be exercised in the aggregate for more than the number of vested
shares for which the Option is exercisable on the date of the Optionee’s termination of employment. Upon the expiration of
the applicable exercise period or (if earlier) upon the expiration of the Option term, the Option shall terminate and cease to
be outstanding for any vested shares for which the Option has not been exercised. However, the Option shall, immediately upon the
Optionee’s termination of employment, terminate and cease to be outstanding with respect to any and all Option shares for
which the option is not otherwise at the time exercisable or in which the Optionee is not otherwise at that time vested.


 


b)The Administrator
shall have the discretion, exercisable either at the time an Option is granted or at any time while the Option remains outstanding,
to:


 


(1)extend
the period of time for which the Option is to remain exercisable following Optionee’s termination of employment or death
from the limited period otherwise in effect for that Option to such greater period of time as the Administrator shall deem appropriate,
but in no event beyond the expiration of the Option term; and/or


 


(2)permit
the Option to be exercised, during the applicable post-termination exercise period, not only with respect to the number of vested
shares of Common Stock for which such Option is exercisable at the time of the Optionee’s termination of employment but also
with respect to one or more additional installments in which the Optionee would have vested under the Option had the Optionee continued
employment.


 






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Section 5.10Rights
as a Stockholder. An Optionee or permitted transferee of an Option shall have no rights or privileges as a stockholder with
respect to any shares covered by an Option until such Option has been duly exercised and certificates representing shares purchased
upon such exercise have been issued to such person.


 


Article
6.


RESTRICTED
STOCK UNITS


 


Section 6.01Grants
of Restricted Stock Units. The Administrator shall have the right to grant pursuant to this Plan Restricted Stock Units subject
to such terms, restrictions and conditions as the Administrator may determine at the time of grant.  Such conditions may include,
but are not limited to, continued employment or the achievement of specified performance goals or objectives established by the
Administrator with respect to one or more Performance Criteria, which require the Administrator to certify in writing whether and
the extent to which such Performance Criteria were achieved.


 


Section 6.02Restricted
Stock Unit Agreements. A Participant shall have no rights with respect to the Restricted Stock Units covered by a Restricted
Stock Unit Agreement until the Participant has executed and delivered to the Company the applicable Restricted Stock Unit Agreement.
Each Restricted Stock Unit Agreement shall be in such form, and shall set forth such other terms, conditions and restrictions of
the Restricted Stock Unit Agreement, not inconsistent with the provisions of this Plan, as the Administrator shall, from time to
time, deem desirable. Each such Restricted Stock Unit Agreement may be different from each other Restricted Stock Unit Agreement.


 


Section 6.03Vesting
of Restricted Stock Units. The Restricted Stock Unit Agreement shall specify the date or dates, the performance goals, if any,
established by the Administrator with respect to one or more Performance Criteria that must be achieved, and any other conditions
on which the Restricted Stock Units may vest.


 


Section 6.04Form
and Timing of Settlement. Settlement in respect of vested Restricted Stock Units will be automatic upon vesting thereof. Payment
in respect thereof will be made no later than thirty (30) days thereafter and may, in the discretion of the Administrator, be in
cash, shares of Common Stock of equivalent Fair Market Value as of the date of exercise, or a combination of both, except as specifically
provided in the Restricted Stock Unit Agreement.


 


Section 6.05Rights
as a Stockholder. Holders of Restricted Stock Units shall have no rights or privileges as a stockholder with respect to any
shares of Common Stock covered thereby unless and until they become owners of shares of Common Stock following settlement in respect
of such Restricted Stock Units, in whole or in part, in shares of Common Stock pursuant to their respective Restricted Stock Unit
Agreements and the terms and conditions of the Plan.


 


Section 6.06Restrictions.
Restricted Stock Units may not be sold, pledged or otherwise encumbered or disposed of and shall not be assignable or transferable
except by will, the laws of descent and distribution or pursuant to a domestic relations order entered by a court in settlement
of marital property rights, except as specifically provided in the Restricted Stock Unit Agreement or as authorized by the Administrator.


 






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Article
7.


STOCK
APPRECIATION RIGHTS


 


Section 7.01Grants
of Stock Appreciation Rights. The Administrator shall have the right to grant pursuant to this Plan, Stock Appreciation Rights
subject to such terms, restrictions and conditions as the Administrator may determine at the time of grant. Such conditions may
include, but are not limited to, continued employment or the achievement of specified performance goals or objectives established
by the Administrator with respect to one or more Performance Criteria, which require the Administrator to certify in writing whether
and the extent to which such Performance Criteria were achieved.


 


Section 7.02Stock
Appreciation Right Agreements. A Participant shall have no rights with respect to the Stock Appreciation Rights covered by
a Stock Appreciation Right Agreement until the Participant has executed and delivered to the Company the applicable Stock Appreciation
Right Agreement. Each Stock Appreciation Right Agreement shall be in such form, and shall set forth the Base Price and such other
terms, conditions and restrictions of the Stock Appreciation Right Agreement, not inconsistent with the provisions of this Plan,
as the Administrator shall, from time to time, deem desirable. Each such Stock Appreciation Right Agreement may be different from
each other Stock Appreciation Right Agreement.


 


Section 7.03Base
Price. The Base Price per share of Common Stock covered by each Stock Appreciation Right shall be determined by the Administrator
and will be not less than 100% of Fair Market Value on the date the Stock Appreciation Right is granted.  However, a Stock
Appreciation Right may be granted with a Base Price lower than that set forth in the preceding sentence if such Stock Appreciation
Right is granted pursuant to an assumption or substitution for another stock appreciation right in a manner satisfying the provisions
of Section 409A of the Code.


 


Section 7.04Term
and Termination of Stock Appreciation Rights. The term and provisions for termination of each Stock Appreciation Right shall
be as fixed by the Administrator, but no Stock Appreciation Right may be exercisable more than ten (10) years after the date it
is granted.


 


Section 7.05Vesting
and Exercise of Stock Appreciation Rights. Each Stock Appreciation Right shall vest and become exercisable in one or more installments
at such time or times and subject to such conditions, including without limitation the achievement of specified performance goals
or objectives established with respect to one or more Performance Criteria, as shall be determined by the Administrator.


 


Section 7.06Amount,
Form and Timing of Settlement. Upon exercise of a Stock Appreciation Right, the Participant who holds such Stock Appreciation
Right will be entitled to receive payment from the Company in an amount equal to the product of (a) the difference between the
Fair Market Value of a share of Common Stock on the date of exercise over the Base Price per share of Common Stock covered by such
Stock Appreciation Right and (b) the number of shares of Common Stock with respect to which such Stock Appreciation Right is being
exercised. Payment in respect thereof will be made no later than thirty (30) days after such exercise, provided that such payment
will be made in a manner such that no amount of compensation will be treated as deferred under Treasury Regulation Section 1.409A-1(b)(5)(i)(D).
 Such payment may, in the discretion of the Administrator, be in cash, shares of Common Stock of equivalent Fair Market Value
as of the date of exercise, or a combination of both, except as specifically provided in the Stock Appreciation Right Agreement.


 


Section 7.07Rights
as a Stockholder. Holders of Stock Appreciation Rights shall have no rights or privileges as a stockholder with respect to
any shares of Common Stock covered thereby unless and until they become owners of shares of Common Stock following settlement in
respect of such Stock Appreciation Rights, in whole or in part, in shares of Common Stock pursuant to their respective Stock Appreciation
Right Agreements and the terms and conditions of the Plan.


 


Section 7.08Restrictions.
Stock Appreciation Rights may not be sold, pledged or otherwise encumbered or disposed of and shall not be assignable or transferable
except by will, the laws of descent and distribution or pursuant to a domestic relations order entered by a court in settlement
of marital property rights, except as specifically provided in the Stock Appreciation Right Agreement or as authorized by the Administrator.


 






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Article
8.


STOCK ISSUANCE PROGRAM


 


Section 8.01Stock
Issuance Terms. Shares of Common Stock may be issued under the Stock Issuance Program through direct and immediate issuances
of Restricted Shares without any intervening option grants. Each such stock grant shall be evidenced by a Stock Issuance Agreement
which complies with the terms specified below.


 


Section 8.02Cost
of Shares.  Grants of Restricted Shares under the Stock Issuance Program shall be made at such cost as the Administrator
shall determine and may be issued for no monetary consideration, subject to applicable state law.


 


Section 8.03Vesting
Provisions.


 


a)Restricted Shares
issued under the Stock Issuance Program may, in the discretion of the Administrator, be fully and immediately vested upon issuance
or may vest in one or more installments over the Participant’s period of Service or upon attainment of specified performance
objectives.


 


b)Any new, substituted
or additional securities or other property (including money paid other than as a regular cash dividend) which the Participant may
have the right to receive with respect to the Participant’s unvested Restricted Shares by reason of any stock dividend, stock
split, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a
class without the Company’s receipt of consideration shall be issued subject to (i) the same vesting requirements applicable
to the Participant’s unvested Restricted Shares and (ii) such escrow arrangements as the Administrator shall deem appropriate.


 


c)Unless specified
otherwise in the Stock Issuance Agreement, the Participant shall have full shareholder rights with respect to any Restricted Shares
issued to the Participant under the Stock Issuance Program, whether or not the Participant’s interest in those shares is
vested, and accordingly, the Participant shall have the right to vote such shares and to receive any regular cash dividends paid
on such shares.


 


d)Should the Participant
cease to remain in Service while holding one or more unvested Restricted Shares issued under the Stock Issuance Program or should
the performance objectives not be attained with respect to one or more such unvested Restricted shares, then those shares shall
be immediately surrendered to the Company for cancellation, and the Participant shall have no further shareholder rights with respect
to those shares. To the extent the surrendered shares were previously issued to the Participant for consideration paid in cash
or cash equivalent (including the Participant’s purchase-money indebtedness), the Company shall repay to the Participant
the cash consideration paid for the surrendered shares and shall cancel the unpaid principal balance of any outstanding purchase-money
note of the Participant attributable to such surrendered shares.


 


e)The Administrator
may in its discretion waive the surrender and cancellation of one or more unvested Restricted Shares (or other assets attributable
thereto) which would otherwise occur upon the non-completion of the vesting schedule applicable to such shares. Such waiver shall
result in the immediate vesting of the Participant’s interest in the Restricted Shares as to which the waiver applies. Such
waiver may be effected at any time, whether before or after the Participant’s cessation of Service or the attainment or non-attainment
of the applicable performance objectives.


 






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Section 8.04Non-transferability.
Restricted Shares granted under the Stock Issuance Program shall not be transferable until the shares are vested.


 


Section 8.05Share
Escrow/Legends. Unvested Restricted Shares may, in the Administrator’s discretion, be held in escrow by the Company until
the Participant’s interest in such shares vests or may be issued directly to the Participant with restrictive legends on
the certificates evidencing those unvested shares.


 


Article
9.


ADMINISTRATION
OF THE PLAN


 


Section 9.01Administrator.
Authority to control and manage the operation and administration of the Plan shall be vested in the Board, which may delegate such
responsibilities in whole or in part to a committee consisting of two (2) or more members of the Board (the “Committee”),
each of whom shall meet the independence requirements under the then applicable rules, regulations or listing requirements adopted
by The NASDAQ Stock Market or the principal exchange on which the Company’s shares of Common Stock are then listed or admitted
to trading.  Members of the Committee may be appointed from time to time by, and shall serve at the pleasure of, the Board.
The Board may limit the composition of the Committee to those persons necessary to comply with the requirements of Section 162(m)
of the Code and Section 16 of the Exchange Act. In addition, the Board may authorize one or more Officers of the Company (i) to
designate the persons to be recipients of rights or options awarded pursuant to this Plan, and (ii) to determine the number of
rights or options to be received by such person; provided that the Board shall designate the maximum number of rights or options
such Officer or Officers may award, and further provided that the Board may not authorize an officer to designate himself or herself
as a recipient of the rights or options. As used herein, the term “Administrator” means the Board or, with respect
to any matter as to which responsibility has been delegated to the Committee or one or more Officers, the term Administrator shall
mean the Committee or such Officer or Officers.


 


Section 9.02Powers
of the Administrator. In addition to any other powers or authority conferred upon the Administrator elsewhere in this Plan
or by law, the Administrator shall have full power and authority:  (a) to determine the persons to whom, and the time
or times at which, Incentive Options, Nonqualified Options, Restricted Stock Units, Stock Appreciation Rights, or Restricted Shares
shall be granted, the number of shares to be represented by each Option Agreement or covered by each Restricted Stock Unit Agreement
or Stock Appreciation Right Agreement, and the Exercise Price of such Options and the Base Price of such Stock Appreciation Rights;
(b) to interpret the Plan; (c) to create, amend or rescind rules and regulations relating to the Plan; (d) to determine
the terms, conditions and restrictions contained in, and the form of, Option Agreements, Restricted Stock Unit Agreements, Stock
Appreciation Right Agreements, and Stock Issuance Agreement; (e) to determine the identity or capacity of any persons who
may be entitled to exercise a Participant’s rights under any Option Agreement, Restricted Stock Unit Agreement, Stock Appreciation
Right Agreement, or Stock Issuance Agreement under the Plan; (f) to correct any defect or supply any omission or reconcile
any inconsistency in the Plan or in any Option Agreement, Restricted Stock Unit Agreement, Stock Appreciation Right Agreement,
or Stock Issuance Agreement; (g) to accelerate the vesting of any Option, Restricted Stock Unit, Stock Appreciation Right,
or Restricted Shares; (h) to extend the expiration date of any Option Agreement, Stock Appreciation Right Agreement,
or Stock Issuance Agreement; (i) subject to Section 9.03, to amend outstanding Option Agreements, Restricted Stock Unit Agreements,
Stock Appreciation Right Agreements, or Stock Issuance Agreements to provide for, among other things, any change or modification
which the Administrator could have included in the original agreement or in furtherance of the powers provided for herein; and
(j) to make all other determinations necessary or advisable for the administration of this Plan, but only to the extent not
contrary to the express provisions of this Plan.  Any action, decision, interpretation or determination made in good faith
by the Administrator in the exercise of its authority conferred upon it under this Plan shall be final and binding on the Company
and all Participants.  Notwithstanding any term or provision in this Plan, the Administrator shall not have the power or authority,
by amendment or otherwise to extend the expiration date of an Option or Stock Appreciation Right beyond the tenth (10th) anniversary
of the date such Option or Stock Appreciation Right was granted.


 






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Section 9.03Repricing
Prohibited. Subject to Section 4.02, and except in connection with a corporate transaction involving the Company (including,
without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation,
split-up, spin-off, combination, or exchange of shares), neither the Committee nor the Board shall amend the terms of outstanding
awards to reduce the Exercise Price of outstanding Options or the Base Price of outstanding Stock Appreciation Rights or cancel
outstanding Options, Stock Appreciation Rights, or Restricted Shares in exchange for cash, other awards or Options with an Exercise
Price that is less than the Exercise Price of the original Options or Stock Appreciation Rights with a Base Price that is less
than the Base Price of the original Stock Appreciation Rights, without approval of the Company’s stockholders, evidenced
by a majority of votes cast at a meeting duly called and held or by written consent of shareholders holding a majority of the voting
control of the Company.


 


Section 9.04Limitation
on Liability.  No employee of the Company or member of the Board or Committee shall be subject to any liability with respect
to duties under the Plan unless the person acts fraudulently or in bad faith.  To the extent permitted by law, the Company
shall indemnify each member of the Board or Committee, and any employee of the Company with duties under the Plan, who was or is
a party, or is threatened to be made a party, to any threatened, pending or completed proceeding, whether civil, criminal, administrative
or investigative, by reason of such person’s conduct in the performance of duties under the Plan.


 


Article
10.


CHANGE IN CONTROL


 


Section 10.01Options
and Stock Appreciation Rights. Vesting of all outstanding Options, Stock or Appreciation Rights shall accelerate automatically
effective as of immediately prior to the consummation of the Change in Control. In connection with such acceleration, the Administrator
in its discretion may provide, in connection with the Change in Control transaction, for the purchase or exchange of each Option
or Stock Appreciation Right for an amount of cash or other property having a value equal to (i) with respect to each Option, the
amount (or “spread”) by which, (x) the value of the cash or other property that the Optionee would have received pursuant
to the Change in Control transaction in exchange for the shares issuable upon exercise of the Option had the Option been exercised
immediately prior to the Change in Control, exceeds (y) the Exercise Price of the Option, and (ii) with respect to each Stock Appreciation
Right, the value of the cash or other property that the Participant would have received had the Stock Appreciation Right been exercised
immediately prior to the Change in Control. The Administrator shall have the discretion to provide in each Option Agreement and
Stock Appreciation Right Agreement other terms and conditions that relate to vesting of such Option or Stock Appreciation Right
in the event of a Change in Control. The aforementioned terms and conditions may vary in each Option Agreement and Stock Appreciation
Right Agreement, and may be different from and have precedence over the provisions set forth in this Section 10.01.


 






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Section 10.02Restricted
Stock Units and Restricted Shares. All Restricted Stock Units and unvested Restricted Shares shall vest in full effective as
of immediately prior to the consummation of the Change in Control. Except as otherwise provided in the specific Restricted Stock
Unit Agreement or the Stock Issuance Agreement, in connection with such acceleration, the Administrator in its discretion may provide,
in connection with the Change in Control transaction, for the purchase or exchange of each Restricted Stock Unit or Restricted
Share for an amount of cash or other property having a value equal to the value of the cash or other property that the Participant
would have received had the Restricted Stock Unit or Restricted Share vested immediately prior to the Change in Control. The Administrator
shall have the discretion to provide in each Restricted Stock Unit Agreement and Stock Issuance Agreement other terms and conditions
that relate to vesting of such Restricted Stock Units and Restricted Shares in the event of a Change in Control. The aforementioned
terms and conditions may vary in each Restricted Stock Unit Agreement and Stock Issuance Agreement, and may be different from and
have precedence over the provisions set forth in this Section 10.02.


 


Article
11.


AMENDMENT AND TERMINATION OF THE PLAN


 


Section 11.01Amendments.
The Board may from time to time alter, amend, suspend or terminate this Plan in such respects as the Board may deem advisable.
No such alteration, amendment, suspension or termination shall be made which shall substantially affect or impair the rights of
any Participant under an outstanding Option Agreement, Restricted Stock Unit Agreement, Stock Appreciation Right Agreement, or
Stock Issuance Agreement without such Participant’s consent. The Board may alter or amend the Plan to comply with requirements
under the Code relating to Incentive Options or other types of options which give Optionees more favorable tax treatment than that
applicable to Options granted under this Plan as of the date of its adoption. Upon any such alteration or amendment, any outstanding
Option granted hereunder may, if the Administrator so determines and if permitted by applicable law, be subject to the more favorable
tax treatment afforded to an Optionee pursuant to such terms and conditions.


 


Section 11.02Plan
Termination. Unless this Plan shall theretofore have been terminated, the Plan shall terminate on the tenth (10th) anniversary
of the Effective Date and no Options, Restricted Stock Units, Stock Appreciation Rights, or Restricted Shares may be granted under
the Plan thereafter, but Option Agreements, Restricted Stock Unit Agreements, Stock Appreciation Right Agreements, and Stock Issuance
Agreements then outstanding shall continue in effect in accordance with their respective terms.


 


Article
12.


TAXES


 


Section 12.01Withholding.
The Company shall have the power to withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy
any applicable Federal, state, and local tax withholding requirements with respect to any Options, Restricted Stock Units, Stock
Appreciation Rights, or Restricted Shares. To the extent permissible under applicable tax, securities and other laws, the Administrator
may, in its sole discretion and upon such terms and conditions as it may deem appropriate, permit a Participant to satisfy his
or her obligation to pay any such tax, in whole or in part, up to an amount determined on the basis of the highest marginal tax
rate applicable to such Participant, by (a) directing the Company to apply shares of Common Stock to which the Participant is entitled
as a result of the exercise of an Option or Stock Appreciation Right or vesting of a Restricted Stock Unit or Restricted Share,
or (b) delivering to the Company shares of Common Stock owned by the Participant. The shares of Common Stock so applied or delivered
in satisfaction of the Participant’s tax withholding obligation shall be valued at their Fair Market Value as of the date
of measurement of the amount of income subject to withholding.


 






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Section 12.02Compliance
with Section 409A of the Code. Options, Restricted Stock Units, Stock Appreciation Rights, and Restricted Shares will be designed
and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Section
409A of the Code such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable
under Section 409A of the Code, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Option
Agreement, Restricted Stock Unit Agreement, Stock Appreciation Right Agreement, and Stock Issuance Agreement is intended to meet
the requirements of Section 409A of the Code and will be construed and interpreted in accordance with such intent, except as otherwise
determined in the sole discretion of the Administrator. To the extent that an Option, Restricted Stock Unit, Stock Appreciation
Right, or Restricted Share, or grant, payment, settlement or deferral thereof is subject to Section 409A of the Code such Option,
Restricted Stock Unit, Stock Appreciation Right, or Restricted Share will be granted, paid, settled or deferred in a manner that
will meet the requirements of Section 409A of the Code, such that the grant, payment, settlement or deferral thereof will not be
subject to the additional tax or interest applicable under Section 409A of the Code.


 


Article
13.


MISCELLANEOUS


 


Section 13.01Shareholder
Approval of the Plan. The Plan shall be approved by a majority of the outstanding securities entitled to vote by the later
of (i) within twelve (12) months before or after the date the Plan is adopted, or (2) prior to or within twelve (12) months of
the granting of any Incentive Options or Nonqualified Options, or the issuance of any Restricted Stock Units, Stock Appreciation
Rights, or Restricted Shares. If any Incentive Options or Nonqualified Options is exercised, or any Restricted Stock Units, Stock
Appreciation Rights, or Restricted Shares is issued before security holder approval is obtained shall be rescinded if security
holder approval is not obtained in the manner described in the preceding sentence.


 


Section 13.02Benefits
Not Alienable. Other than as provided above, benefits under this Plan may not be assigned or alienated, whether voluntarily
or involuntarily. Any unauthorized attempt at assignment, transfer, pledge or other disposition shall be without effect.


 


Section 13.03No
Enlargement of Employee Rights. This Plan is strictly a voluntary undertaking on the part of the Company and shall not be deemed
to constitute a contract between the Company and any Participant to be consideration for, or an inducement to, or a condition of,
the employment of any Participant. Nothing contained in the Plan shall be deemed to give the right to any Participant to be retained
as an employee of the Company or any Affiliated Company or to interfere with the right of the Company or any Affiliated Company
to discharge any Participant at any time.


 


Section 13.04Application
of Funds. The proceeds received by the Company from the sale of Common Stock pursuant to Option Agreements, except as otherwise
provided herein, will be used for general corporate purposes.


 


 


[Shareholder approval of the Plan was obtained on June
23, 2014]


 






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