EMPOWERED PRODUCTS, INC.


 


2012 OMNIBUS INCENTIVE PLAN


 


 


 


 


 


 


 


 


 


 


 


 


 


 



    	 



    	 



    

 


EMPOWERED PRODUCTS, INC.


2012 OMNIBUS INCENTIVE PLAN


 


 


ARTICLE I


 


PURPOSE AND ADOPTION OF THE PLAN


 


1.01.Purpose. The purpose of
the Empowered Products, Inc. 2012 Omnibus Incentive Plan (as amended from time to time, the "Plan") is to assist in attracting
and retaining highly competent employees, directors and consultants to act as an incentive in motivating selected employees, directors
and consultants of the Company and its Subsidiaries to achieve long-term corporate objectives and to enable stock-based
and cash-based incentive awards to qualify as performance-based compensation for purposes of the tax deduction limitations under
Section 162(m) of the Code.


 


1.02.Adoption and Term. The Plan
has been approved by the Board to be effective as of April 16, 2012, subject to the approval of the stockholders of the Company,
which occurred on April 19, 2012 (the “Effective Date”). The Plan shall remain in effect until the tenth (10th)
anniversary of the Effective Date, or until terminated by action of the Board, whichever occurs sooner.


 


ARTICLE II


 


DEFINITIONS


 


For the purpose of this Plan, capitalized
terms shall have the following meanings:


 


2.01Affiliate means an entity
in which, directly or indirectly through one or more intermediaries, the Company has at least a fifty percent (50%) ownership interest
or, where permissible under Section 409A of the Code, at least a twenty percent (20%) ownership interest; provided, however,
for purposes of any grant of an Incentive Stock Option, “Affiliate” means a corporation which, for purposes of Section
424 of the Code, is a parent or subsidiary of the Company, directly or indirectly.


 


2.02.Award means any one or a
combination of Non-Qualified Stock Options or Incentive Stock Options described in Article VI, Stock Appreciation Rights described
in Article VI, Restricted Shares and Restricted Stock Units described in Article VII, Performance Awards described in Article VIII,
other stock-based Awards described in Article IX, short-term cash incentive Awards described in Article X or any other Award made
under the terms of the Plan.


 


2.03.Award Agreement means a
written agreement between the Company and a Participant or a written acknowledgment from the Company to a Participant specifically
setting forth the terms and conditions of an Award granted under the Plan.


 






    	2



    	 



    
 


2.04.Award Period means, with
respect to an Award, the period of time, if any, set forth in the Award Agreement during which specified target performance goals
must be achieved or other conditions set forth in the Award Agreement must be satisfied.


 


2.05.Beneficiary means an individual,
trust or estate who or which, by a written designation of the Participant filed with the Company, or if no such written designation
is filed, by operation of law, succeeds to the rights and obligations of the Participant under the Plan and the Award Agreement
upon the Participant's death.


 


2.06.Board means the Board of
Directors of the Company.


 


2.07.Change in Control means,
and shall be deemed to have occurred upon the occurrence of, any one of the following events:


 


(a)The acquisition in one or more transactions,
other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
Act), other than the Company, an Affiliate or any employee benefit plan (or related trust) sponsored or maintained by the Company
or an Affiliate, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a number of Company
Voting Securities in excess of 50% of the Company Voting Securities unless such acquisition has been approved by the Board;


 


(b)Any election has occurred of persons
to the Board that causes two-thirds of the Board to consist of persons other than (i) persons who were members of the Board on
the Effective Date of the Plan and (ii) persons who were nominated for elections as members of the Board at a time when two-thirds
of the Board consisted of persons who were members of the Board on the effective date of the Plan, provided, however, that any
person nominated for election by a Board at least two-thirds of whom constituted persons described in clauses (i) and/or (ii)
or by persons who were themselves nominated by such Board shall, for this purpose, be deemed to have been nominated by a Board
composed of persons described in clause (i);


 


(c)The consummation (i.e. closing)
of a reorganization, merger or consolidation involving the Company, unless, following such reorganization, merger or consolidation,
all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Common Stock
and Company Voting Securities immediately prior to such reorganization, merger or consolidation, following such reorganization,
merger or consolidation beneficially own, directly or indirectly, more than 75% of, respectively, the then outstanding shares
of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election
of directors or trustees, as the case may be, of the entity resulting from such reorganization, merger or consolidation in substantially
the same proportion as their ownership of the Outstanding Common Stock and Company Voting Securities immediately prior to such
reorganization, merger or consolidation, as the case may be;


 


(d)The consummation (i.e. closing) of a sale or other disposition
of all or substantially all the assets of the Company, unless, following such sale or disposition, all or substantially all of
the individuals and entities who were the respective beneficial owners of the Outstanding Common Stock and Company Voting Securities
immediately prior to such sale or disposition, following such sale or disposition beneficially own, directly or indirectly, more
than 75% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors or trustees, as the case may be, of the entity purchasing such
assets in substantially the same proportion as their ownership of the Outstanding Common Stock and Company Voting Securities immediately
prior to such sale or disposition, as the case may be; or


 






    	3



    	 



    
 


(e)a complete liquidation
or dissolution of the Company.


 


2.08.Code means the Internal
Revenue Code of 1986, as amended. References to a section of the Code shall include that section and any comparable section or
sections of any future legislation that amends, supplements or supersedes said section.


 


2.9.Committee has the meaning
specified in Section 3.01.


 


2.10.Common Stock means the common
stock of the Company, par value $0.001 per share.


 


2.11.Company means Empowered
Products, Inc., a Nevada corporation, and its successors.


 


2.12.Company Voting Securities
means the combined voting power of all outstanding voting securities of the Company entitled to vote generally in the election
of directors to the Board.


 


2.13.Date of Grant means the
date designated by the Committee as the date as of which it grants an Award, which shall not be earlier than the date on which
the Committee approves the granting of such Award.


 


2.14.Dividend Equivalent Account
means a bookkeeping account in accordance with under Section 11.17 and related to an Award that is credited with the amount of
any cash dividends or stock distributions that would be payable with respect to the shares of Common Stock subject to such Awards
had such shares been outstanding shares of Common Stock.


 


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


 


2.16.Exercise Price means, with
respect to a Stock Appreciation Right, the amount established by the Committee in the Award Agreement which is to be subtracted
from the Fair Market Value on the date of exercise in order to determine the amount of the payment to be made to the Participant,
as further described in Section 6.02(b).


 


2.17.Fair Market Value means,
as of any applicable date: (i) if the Common Stock is listed on a national securities exchange or is authorized for quotation on
the Nasdaq National Market System (“NMS”), the closing sales price of the Common Stock on the exchange or NMS, as the
case may be, on that date, or, if no sale of the Common Stock occurred on that date, on the next preceding date on which there
was a reported sale; or (ii) if none of the above apply, the closing bid price as reported by the Nasdaq Capital Market on that
date, or if no price was reported for that date, on the next preceding date for which a price was reported; or (iii) if none of
the above apply, the last reported bid price published in the “pink sheets” or displayed on the Financial Industry
Regulatory Authority (“FINRA”), Electronic Bulletin Board, as the case may be; or (iv) if none of the above apply,
the fair market value of the Common Stock as determined under procedures established by the Committee.


 






    	4



    	 



    
 


2.18.Incentive Stock Option means
a stock option within the meaning of Section 422 of the Code.


 


2.19.Merger means any merger,
reorganization, consolidation, exchange, transfer of assets or other transaction having similar effect involving the Company.


 


2.20.Non-Qualified Stock Option
means a stock option which is not an Incentive Stock Option.


 


2.21.Non-Vested Share means shares
of the Company Common Stock issued to a Participant in respect of the non-vested portion of an Option in the event of the early
exercise of such Participant’s Options pursuant to such Participant’s Award Agreement, as permitted in Section 6.06
below.


 


2.22.Options means all Non-Qualified
Stock Options and Incentive Stock Options granted at any time under the Plan.


 


2.23.Outstanding Common Stock
means, at any time, the issued and outstanding shares of Common Stock.


 


2.24.Participant means a person
designated to receive an Award under the Plan in accordance with Section 5.01.


 


2.25.Performance Awards means
Awards granted in accordance with Article VIII.


 


2.26.Performance Goals means
revenues, units sold or growth in units sold, return on stockholders' equity, customer satisfaction or retention, return on investment
or working capital, operating income, economic value added (the amount, if any, by which net operating income after tax exceeds
a reference cost of capital), EBITDA (as net income (loss) before net interest expense, provision (benefit) for income taxes, and
depreciation and amortization), expense targets, net income, earnings per share, share price, reductions in inventory, inventory
turns, on-time delivery performance, operating efficiency, productivity ratios, market share or change in market share, any one
of which may be measured with respect to the Company or any one or more of its Subsidiaries and divisions and either in absolute
terms or as compared to another company or companies, and quantifiable, objective measures of individual performance relevant to
the particular individual's job responsibilities.


 






    	5



    	 



    
 


2.27.Plan has the meaning given
to such term in Section 1.01.


 


2.28.Purchase Price, with respect
to Options, shall have the meaning set forth in Section 6.01(b).


 


2.39.Restricted Shares means
Common Stock subject to restrictions imposed in connection with Awards granted under Article VII.


 


2.30.Restricted Stock Unit
means a unit representing the right to receive Common Stock or the value thereof in the future subject to restrictions
imposed in connection with Awards granted under Article VII.


 


2.31.Rule 16b-3 means Rule 16b-3
promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act, as the same may be amended from time
to time, and any successor rule.


 


2.32.Stock Appreciation Rights
means awards granted in accordance with Article VI.


 


2.33.Termination of Service means
the voluntary or involuntary termination of a Participant’s service as an employee, director or consultant with the Company
or an Affiliate for any reason, including death, disability, retirement or as the result of the divestiture of the Participant's
employer or any similar transaction in which the Participant's employer ceases to be the Company or one of its Subsidiaries. Whether
entering military or other government service shall constitute Termination of Service, or whether and when a Termination of Service
shall occur as a result of disability, shall be determined in each case by the Committee in its sole discretion.


 


ARTICLE III


 


ADMINISTRATION


 


3.01.Administrator. 


 


(a)Duties and Authority. The Plan
shall be administered by the Board, or at the discretion of the Board, by a committee of the Board consisting of not less than
two (2) directors (the “Committee”); provided, however, that if any member of the Committee is not a “Non-Employee
Director” within the meaning of Rule 16b-3, then any Awards granted to individuals subject to the reporting requirements
of Section 16 of the Exchange Act shall be approved by the Board. The Committee shall have exclusive and final authority in each
determination, interpretation or other action affecting the Plan and its Participants.


 


The Committee shall have the sole discretionary
authority to interpret the Plan, to establish and modify administrative rules for the Plan, to impose such conditions and restrictions
on Awards as it determines appropriate, and to make all factual determinations with respect to and take such steps in connection
with the Plan and Awards granted hereunder as it may deem necessary or advisable. The Committee shall not, however, have or exercise
any discretion that would disqualify amounts payable under Article X as performance-based compensation for purposes of Section
162(m) of the Code. The Committee may delegate such of its powers and authority under the Plan as it deems appropriate to a subcommittee
of the Committee or designated officers or employees of the Company. In the event of such delegation of authority or exercise of
authority by the Board, references in the Plan to the Committee shall be deemed to refer, as appropriate, to the delegate of the
Committee or the Board. Actions taken by the Committee or any subcommittee thereof, and any delegation by the Committee to designated
officers or employees, under this Section 3.01 shall comply with Section 16(b) of the Exchange Act, the performance-based provisions
of Section 162(m) of the Code, and the regulations promulgated under each of such statutory provisions, or the respective successors
to such statutory provisions or regulations, as in effect from time to time, to the extent applicable.


 






    	6



    	 



    
 


(b)Indemnification. Each person
who is or shall have been a member of the Board or the Committee, or an officer or employee of the Company to whom authority was
delegated in accordance with the Plan shall be indemnified and held harmless by the Company against and from any loss, cost, liability,
or expense that may be imposed upon or reasonably incurred by such individual in connection with or resulting from any claim, action,
suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure
to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s
approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided
he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes
to handle and defend it on his or her own behalf; provided, however, that the foregoing indemnification shall not apply to any
loss, cost, liability, or expense that is a result of his or her own willful misconduct. The foregoing right of indemnification
shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles
of Incorporation or Bylaws, conferred in a separate agreement with the Company, as a matter of law, or otherwise, or any power
that the Company may have to indemnify them or hold them harmless.


 


ARTICLE IV


 


SHARES


 


4.01.Number of Shares Issuable.
The total number of shares initially authorized to be issued under the Plan shall be FIVE MILLION (5,000,000) shares of
Common Stock. The foregoing share limit shall be subject to adjustment in accordance with Section 11.07. The shares to be offered
under the Plan shall be authorized and unissued Common Stock, or issued Common Stock that shall have been reacquired by the Company.
To the extent applicable, the total number of shares of authorized to be issued under the Plan shall be subject to Section 260.140.45
of Title 10 of the California Code of Regulations.


 


4.02.Shares Subject to Terminated
Awards. Common Stock covered by any unexercised portions of terminated or forfeited Options (including canceled Options) granted
under Article VI, Restricted Stock or Restricted Stock Units forfeited as provided in Article VII, other stock-based Awards terminated
or forfeited as provided under the Plan, and Common Stock subject to any Awards that are otherwise surrendered by the Participant
may again be subject to new Awards under the Plan. Shares of Common Stock surrendered to or withheld by the Company in payment
or satisfaction of the Purchase Price of an Option or tax withholding obligation with respect to an Award shall be available for
the grant of new Awards under the Plan. In the event of the exercise of Stock Appreciation Rights, whether or not granted in tandem
with Options, only the number of shares of Common Stock actually issued in payment of such Stock Appreciation Rights shall be charged
against the number of shares of Common Stock available for the grant of Awards hereunder.


 






    	7



    	 



    
 


ARTICLE V


 


PARTICIPATION


 


5.01.Eligible Participants. Participants
in the Plan shall be such employees, directors and consultants of the Company and its Subsidiaries as the Committee, in its sole
discretion, may designate from time to time. The Committee's designation of a Participant in any year shall not require the Committee
to designate such person to receive Awards or grants in any other year. The designation of a Participant to receive Awards or grants
under one portion of the Plan does not require the Committee to include such Participant under other portions of the Plan. The
Committee shall consider such factors as it deems pertinent in selecting Participants and in determining the type and amount of
their respective Awards. Subject to adjustment in accordance with Section 11.07, in any calendar year, no Participant shall be
granted Awards in respect of more than 1.0 million shares of Common Stock (whether through grants of Options or Stock Appreciation
Rights or other Awards of Common Stock or rights with respect thereto) or cash-based Awards for more than $1 million.


 


ARTICLE VI


 


STOCK OPTIONS AND STOCK APPRECIATION
RIGHTS


 


6.01.Option Awards.


 


(a)Grant of Options. The Committee may grant,
to such Participants as the Committee may select, Options entitling the Participant to purchase shares of Common Stock from the
Company in such number, at such price, and on such terms and subject to such conditions, not inconsistent with the terms of this
Plan, as may be established by the Committee. The terms of any Option granted under this Plan shall be set forth in an Award Agreement.


 


(b)Purchase Price of Options. The
Purchase Price of each share of Common Stock which may be purchased upon exercise of any Option granted under the Plan shall be
determined by the Committee; provided, however, that in no event shall the Purchase Price be less than the Fair Market Value on
the Date of Grant.


 


(c)Designation of Options. The
Committee shall designate, at the time of the grant of each Option, the Option as an Incentive Stock Option or a Non-Qualified
Stock Option; provided, however, that an Option may be designated as an Incentive Stock Option only if the applicable Participant
is an employee of the Company on the Date of Grant.


 






    	8



    	 



    
 


(d)Option Term. The term of each
Option shall be fixed by the Committee, but, subject to the special restrictions applicable to Incentive Stock Options specified
in Section 6.01(e), no Option shall be exercisable more than ten (10) years after the Date of Grant.


 


(e)Special Incentive Stock Option Rules.
No Participant may be granted Incentive Stock Options under the Plan (or any other plans of the Company) that would result in Incentive
Stock Options to purchase shares of Common Stock with an aggregate Fair Market Value (measured on the Date of Grant) of more than
$100,000 first becoming exercisable by the Participant in any one calendar year. Notwithstanding any other provision of the Plan
to the contrary, the Exercise Price of each Incentive Stock Option shall be equal to or greater than the Fair Market Value of the
Common Stock subject to the Incentive Stock Option as of the Date of Grant of the Incentive Stock Option; provided, however,
that no Incentive Stock Option shall be granted to any person who, at the time the Option is granted, owns stock (including stock
owned by application of the constructive ownership rules in Section 424(d) of the Code) possessing more than ten percent (10%)
of the total combined voting power of all classes of stock of the Company, unless at the time the Incentive Stock Option is granted
the price of the Option is at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock subject to the
Incentive Stock Option and the Incentive Stock Option by its terms is not exercisable for more than five years from the Date of
Grant.


 


(f)Rights As a Stockholder. A Participant
or a transferee of an Option pursuant to Section 11.04 shall have no rights as a stockholder with respect to Common Stock covered
by an Option until the Participant or transferee shall have become the holder of record of any such shares, and no adjustment shall
be made for dividends in cash or other property or distributions or other rights with respect to any such Common Stock for which
the record date is prior to the date on which the Participant or a transferee of the Option shall have become the holder of record
of any such shares covered by the Option; provided, however, that Participants are entitled to share adjustments to reflect capital
changes under Section 11.07.


 


(g)Exercise Due to Death or Disability.
If an optionee’s employment with the Company terminates by reason of death or disability, the Option may thereafter be immediately
exercised, to the extent then exercisable (or on such accelerated basis as the Committee shall determine at or after the grant),
by the legal representative of the optionee, by the legal representative of the estate of the optionee, or by the legatee of the
optionee under the will of the optionee, within such period of time as is specified in the Award Agreement (of at least six (6)
months) from the date of such death or disability.


 


(h)Period of Exercise After Termination
of Employment. Except as otherwise provided in this paragraph or otherwise determined by the Committee, if an optionee’s
employment with the Company terminates for any reason other than death or disability (except for termination for cause as defined
by applicable law), the optionee must exercise his or her Options, to the extent then exercisable (or on such accelerated basis
as the Committee shall determine at or after grant), within such period of time as is specified in the Award Agreement (of at least
thirty (30) days) from the date of such termination. If the optionee does not exercise his or her Options within such specified
period, the Options automatically terminate, and such Options become null and void.


 






    	9



    	 



    
 


(i)Acceleration or Extension of Exercise
Time. The Committee, in its sole discretion, shall have the right (but shall not be obligated), exercisable on or at any time
after the Date of Grant, to permit the exercise of an Option or Stock Appreciation Right (i) prior to the time such Option or Stock
Appreciation Right would become exercisable under the terms of the Award Agreement, (ii) after the termination of the Option or
Stock Appreciation Right under the terms of the Award Agreement, or (iii) after the expiration of the Option or Stock Appreciation
Right.


 


6.02.Stock Appreciation Rights.


 


(a)Stock Appreciation Right Awards.
The Committee is authorized to grant to any Participant one or more Stock Appreciation Rights. Such Stock Appreciation Rights
may be granted either independent of or in tandem with Options granted to the same Participant. Stock Appreciation Rights granted
in tandem with Options may be granted simultaneously with, or, in the case of Non-Qualified Stock Options, subsequent to, the
grant to such Participant of the related Option; provided however, that: (i) any Option covering any share of Common Stock shall
expire and not be exercisable upon the exercise of any Stock Appreciation Right with respect to the same share, (ii) any Stock
Appreciation Right covering any share of Common Stock shall expire and not be exercisable upon the exercise of any related Option
with respect to the same share, and (iii) an Option and Stock Appreciation Right covering the same share of Common Stock may not
be exercised simultaneously. Upon exercise of a Stock Appreciation Right with respect to a share of Common Stock, the Participant
shall be entitled to receive an amount equal to the excess, if any, of (A) the Fair Market Value of a share of Common Stock on
the date of exercise over (B) the Exercise Price of such Stock Appreciation Right established in the Award Agreement, which amount
shall be payable as provided in Section 6.02(c).


 


(b)Exercise Price. The Exercise
Price established under any Stock Appreciation Right granted under this Plan shall be determined by the Committee, but in the
case of Stock Appreciation Rights granted in tandem with Options shall not be less than the Purchase Price of the related Option;
provided, however, that in no event shall the Exercise Price be less than the Fair Market Value on the Date of Grant. Upon exercise
of Stock Appreciation Rights granted in tandem with options, the number of shares subject to exercise under any related Option
shall automatically be reduced by the number of shares of Common Stock represented by the Option or portion thereof which are
surrendered as a result of the exercise of such Stock Appreciation Rights.


 


(c)Payment of Incremental Value. Any payment
which may become due from the Company by reason of a Participant's exercise of a Stock Appreciation Right may be paid to the Participant
as determined by the Committee (i) all in cash, (ii) all in Common Stock, or (iii) in any combination of cash and Common Stock.
In the event that all or a portion of the payment is made in Common Stock, the number of shares of Common Stock delivered in satisfaction
of such payment shall be determined by dividing the amount of such payment or portion thereof by the Fair Market Value on the
Exercise Date. No fractional share of Common Stock shall be issued to make any payment in respect of Stock Appreciation Rights;
if any fractional share would be issuable, the combination of cash and Common Stock payable to the Participant shall be adjusted
as directed by the Committee to avoid the issuance of any fractional share.


 






    	10



    	 



    
 


6.03.Terms of Stock Options and Stock
Appreciation Rights.


 


(a)Conditions on Exercise. An Award
Agreement with respect to Options or Stock Appreciation Rights may contain such waiting periods, exercise dates and restrictions
on exercise (including, but not limited to, periodic installments) as may be determined by the Committee at the time of grant.
In the event the Committee grants an Option or Stock Appreciation Right that would be subject to Section 409A of the Code, the
Committee may include such additional terms, conditions and restrictions on the exercise of such Option or Stock Appreciation Right
as the Committee deems necessary or advisable in order to comply with the requirements of Section 409A of the Code.


 


(b)Duration of Options and Stock Appreciation
Rights. Options and Stock Appreciation Rights shall terminate upon the first to occur of the following events:


 


(i)Expiration of the Option
or Stock Appreciation Right as provided in the Award Agreement; or


 


(ii)Termination of the Award
in the event of a Participant's disability, retirement, death or other Termination of Service as provided in the Award Agreement,
subject to Sections 6.01(g) and 6.01(h); or


 


(iii)In the case of an Option,
ten years from the Date of Grant (five years in certain cases, as described in Section 6.01(e)); or


 


(iv)Solely in the case of a
Stock Appreciation Right granted in tandem with an Option, upon the expiration of the related Option.


 


6.04.Exercise Procedures. Each
Option and Stock Appreciation Right granted under the Plan shall be exercised under such procedures and by such methods as the
Board may establish or approve from time to time. The Purchase Price of shares purchased upon exercise of an Option granted under
the Plan shall be paid in full in cash by the Participant pursuant to the Award Agreement; provided, however, that the Committee
may (but shall not be required to) permit payment to be made (a) by delivery to the Company of shares of Common Stock held by
the Participant, (b) by a “net exercise” method under which the Company reduces the number of shares of Common Stock
issued upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate Exercise
Price, or (c) such other consideration as the Committee deems appropriate and in compliance with applicable law (including payment
under an arrangement constituting a brokerage transaction as permitted under the provisions of Regulation T applicable to cashless
exercises promulgated by the Federal Reserve Board, unless prohibited by Section 402 of the Sarbanes-Oxley Act of 2002). In the
event that any Common Stock shall be transferred to the Company to satisfy all or any part of the Purchase Price, the part of
the Purchase Price deemed to have been satisfied by such transfer of Common Stock shall be equal to the product derived by multiplying
the Fair Market Value as of the date of exercise times the number of shares of Common Stock transferred to the Company. The Participant
may not transfer to the Company in satisfaction of the Purchase Price any fractional share of Common Stock. Any part of the Purchase
Price paid in cash upon the exercise of any Option shall be added to the general funds of the Company and may be used for any
proper corporate purpose. Unless the Committee shall otherwise determine, any Common Stock transferred to the Company as payment
of all or part of the Purchase Price upon the exercise of any Option shall be held as treasury shares.


 






    	11



    	 



    
 


6.05.Change in Control.
Unless otherwise provided by the Committee in the applicable Award Agreement, in the event of a Change in Control, no accelerated
vesting of any Options or Stock Appreciation Rights outstanding on the date of such Change in Control shall occur.


 


ARTICLE VII


 


RESTRICTED SHARES AND RESTRICTED STOCK
UNITS


 


7.01.Award of Restricted Stock and
Restricted Stock Units. The Committee may grant to any Participant an Award of Restricted Shares consisting of
a specified number of shares of Common Stock issued to the Participant subject to such terms, conditions and forfeiture and transfer
restrictions, whether based on performance standards, periods of service, retention by the Participant of ownership of specified
shares of Common Stock or other criteria, as the Committee shall establish. The Committee may also grant Restricted Stock Units
representing the right to receive shares of Common Stock in the future subject to such terms, conditions and restrictions, whether
based on performance standards, periods of service, retention by the Participant of ownership of specified shares of Common Stock
or other criteria, as the Committee shall establish. With respect to performance-based Awards of Restricted Shares or Restricted
Stock Units intended to qualify as "performance-based" compensation for purposes of Section 162(m) of the Code, performance
targets will consist of specified levels of one or more of the Performance Goals. The terms of any Restricted Share and Restricted
Stock Unit Awards granted under this Plan shall be set forth in an Award Agreement which shall contain provisions determined by
the Committee and not inconsistent with this Plan.


 


7.02Restricted Shares.


 


(a)Issuance of Restricted Shares.
As soon as practicable after the Date of Grant of a Restricted Share Award by the Committee, the Company shall cause to be transferred
on the books of the Company, or its agent, Common Stock, registered on behalf of the Participant, evidencing the Restricted Shares
covered by the Award, but subject to forfeiture to the Company as of the Date of Grant if an Award Agreement with respect to the
Restricted Shares covered by the Award is not duly executed by the Participant and timely returned to the Company. All Common Stock
covered by Awards under this Article VII shall be subject to the restrictions, terms and conditions contained in the Plan and the
Award Agreement entered into by the Participant. Until the lapse or release of all restrictions applicable to an Award of Restricted
Shares, the share certificates representing such Restricted Shares may be held in custody by the Company, its designee, or, if
the certificates bear a restrictive legend, by the Participant. Upon the lapse or release of all restrictions with respect to an
Award as described in Section 7.02(d), one or more share certificates, registered in the name of the Participant, for an appropriate
number of shares as provided in Section 7.02(d), free of any restrictions set forth in the Plan and the Award Agreement shall be
delivered to the Participant.


 






    	12



    	 



    
 


(b)Stockholder Rights. Beginning on the Date
of Grant of the Restricted Share Award and subject to execution of the Award Agreement as provided in Section 7.02(a), the Participant
shall become a stockholder of the Company with respect to all shares subject to the Award Agreement and shall have all of the rights
of a stockholder, including, but not limited to, the right to vote such shares and the right to receive dividends; provided, however,
that any Common Stock distributed as a dividend or otherwise with respect to any Restricted Shares as to which the restrictions
have not yet lapsed, shall be subject to the same restrictions as such Restricted Shares and held or restricted as provided in
Section 7.02(a).


 


(c)Restriction on Transferability. None of the
Restricted Shares may be assigned or transferred (other than by will or the laws of descent and distribution, or to a revocable
inter vivos trust with respect to which the Participant is treated as the owner under Sections 671 through 677 of the Code, except
to the extent that Section 16 of the Exchange Act limits a Participant's right to make such transfers), pledged or sold prior to
lapse of the restrictions applicable thereto.


 


(d)Delivery of Shares Upon Vesting.
Upon expiration or earlier termination of the forfeiture period without a forfeiture and the satisfaction of or release from any
other conditions prescribed by the Committee, or at such earlier time as provided under the provisions of Section 7.04, the restrictions
applicable to the Restricted Shares shall lapse. As promptly as administratively feasible thereafter, subject to the requirements
of Section 11.05, the Company shall deliver to the Participant or, in case of the Participant's death, to the Participant's Beneficiary,
one or more share certificates for the appropriate number of shares of Common Stock, free of all such restrictions, except for
any restrictions that may be imposed by law.


 


(e)Forfeiture of Restricted Shares.
Subject to Sections 7.02(f) and 7.04, all Restricted Shares shall be forfeited and returned to the Company and all rights of the
Participant with respect to such Restricted Shares shall terminate unless the Participant continues in the service of the Company
or an Affiliate as an employee until the expiration of the forfeiture period for such Restricted Shares and satisfies any and all
other conditions set forth in the Award Agreement. The Committee shall determine the forfeiture period (which may, but need not,
lapse in installments) and any other terms and conditions applicable with respect to any Restricted Share Award.


 


(f)Waiver of Forfeiture Period.
Notwithstanding anything contained in this Article VII to the contrary, the Committee may, in its sole discretion, waive the forfeiture
period and any other conditions set forth in any Award Agreement under appropriate circumstances (including the death, disability
or Retirement of the Participant or a material change in circumstances arising after the date of an Award) and subject to such
terms and conditions (including forfeiture of a proportionate number of the Restricted Shares) as the Committee shall deem appropriate.


 






    	13



    	 



    
 


7.03.Restricted Stock Units.



 


(a)Settlement of Restricted Stock Units.
Payments shall be made to Participants with respect to their Restricted Stock Units as soon as practicable after the Committee
has determined that the terms and conditions applicable to such Award have been satisfied or at a later date if distribution has
been deferred. Payments to Participants with respect to Restricted Stock Units shall be made in the form of Common Stock, or cash
or a combination of both, as the Committee may determine. The amount of any cash to be paid in lieu of Common Stock shall be determined
on the basis of the Fair Market Value of the Common Stock on the date any such payment is processed. As to shares of Common Stock
which constitute all or any part of such payment, the Committee may impose such restrictions concerning their transferability and/or
their forfeiture as may be provided in the applicable Award Agreement or as the Committee may otherwise determine, provided such
determination is made on or before the date certificates for such shares are first delivered to the applicable Participant.


 


(b)Shareholder Rights. Until the
lapse or release of all restrictions applicable to an Award of Restricted Stock Units, no shares of Common Stock shall be issued
in respect of such Awards and no Participant shall have any rights as a shareholder of the Company with respect to the shares of
Common Stock covered by such Award of Restricted Stock Units.


 


(c)Waiver of Forfeiture Period.
Notwithstanding anything contained in this Section 7.03 to the contrary, the Committee may, in its sole discretion, waive the forfeiture
period and any other conditions set forth in any Award Agreement under appropriate circumstances (including the death, disability
or retirement of the Participant or a material change in circumstances arising after the date of an Award) and subject to such
terms and conditions (including forfeiture of a proportionate number of shares issuable upon settlement of the Restricted Stock
Units constituting an Award) as the Committee shall deem appropriate.


 


(d)Deferral of Payment. If approved
by the Committee and set forth in the applicable Award Agreement, a Participant may elect to defer the amount payable with respect
to the Participant’s Restricted Stock Units in accordance with such terms as may be established by the Committee, subject
to the requirements of Section 409A of the Code.


 


7.04Change in Control. Unless
otherwise provided by the Committee in the applicable Award Agreement, no acceleration of the termination of any of the restrictions
applicable to Restricted Shares and Restricted Stock Unit Awards shall occur in the event of a Change in Control.


 






    	14



    	 



    
 


ARTICLE VIII


 


PERFORMANCE AWARDS


 


8.01.Performance Awards.


 


(a)Award Periods and Calculations of
Potential Incentive Amounts. The Committee may grant Performance Awards to Participants. A Performance Award shall consist
of the right to receive a payment (measured by the Fair Market Value of a specified number of shares of Common Stock, increases
in such Fair Market Value during the Award Period and/or a fixed cash amount) contingent upon the extent to which certain predetermined
performance targets have been met during an Award Period. The Award Period shall be two or more fiscal or calendar years as determined
by the Committee. The Committee, in its discretion and under such terms as it deems appropriate, may permit newly eligible Participants,
such as those who are promoted or newly hired, to receive Performance Awards after an Award Period has commenced.


 


(b)Performance Targets. Subject
to Section 11.18, the performance targets applicable to a Performance Award may include such goals related to the performance of
the Company or, where relevant, any one or more of its Subsidiaries or divisions and/or the performance of a Participant as may
be established by the Committee in its discretion. In the case of Performance Awards to "covered employees" (as defined
in Section 162(m) of the Code), the targets will be limited to specified levels of one or more of the Performance Goals. The performance
targets established by the Committee may vary for different Award Periods and need not be the same for each Participant receiving
a Performance Award in an Award Period.


 


(c)Earning Performance Awards.
The Committee, at or as soon as practicable after the Date of Grant, shall prescribe a formula to determine the percentage of the
Performance Award to be earned based upon the degree of attainment of the applicable performance targets.


 


(d)Payment of Earned Performance Awards.
Subject to the requirements of Section 11.05, payments of earned Performance Awards shall be made in cash or Common Stock, or a
combination of cash and Common Stock, in the discretion of the Committee. The Committee, in its sole discretion, may define, and
set forth in the applicable Award Agreement, such terms and conditions with respect to the payment of earned Performance Awards
as it may deem desirable.


 


8.02.Termination of Service.
In the event of a Participant’s Termination of Service during an Award Period, the Participant’s Performance Awards
shall be forfeited except as may otherwise be provided in the applicable Award Agreement.


 


8.03.Change in Control. Unless
otherwise provided by the Committee in the applicable Award Agreement, in the event of a Change in Control, no accelerated vesting
of any Performance Awards outstanding on the date of such Change in Control shall occur.


 






    	15



    	 



    
 


ARTICLE IX


 


OTHER STOCK-BASED AWARDS


 


9.01.Grant of Other Stock-Based Awards.
Other stock-based awards, consisting of stock purchase rights (with or without loans to Participants by the Company containing
such terms as the Committee shall determine), Awards of Common Stock, or Awards valued in whole or in part by reference to, or
otherwise based on, Common Stock, may be granted either alone or in addition to or in conjunction with other Awards under the Plan.
Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the persons to whom and
the time or times at which such Awards shall be made, the number of shares of Common Stock to be granted pursuant to such Awards,
and all other conditions of the Awards. Any such Award shall be confirmed by an Award Agreement executed by the Committee and the
Participant, which Award Agreement shall contain such provisions as the Committee determines to be necessary or appropriate to
carry out the intent of this Plan with respect to such Award.


 


9.02.Terms of Other Stock-Based Awards.
In addition to the terms and conditions specified in the Award Agreement, Awards made pursuant to this Article IX shall be subject
to the following:


 


(a)Any Common Stock subject to Awards
made under this Article IX may not be sold, assigned, transferred, pledged or otherwise encumbered prior to the date on which the
shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses; and


 


(b)If specified by the Committee in the
Award Agreement, the recipient of an Award under this Article IX shall be entitled to receive, currently or on a deferred basis,
interest or dividends or dividend equivalents with respect to the Common Stock or other securities covered by the Award; and


 


(c)The Award Agreement with respect to
any Award shall contain provisions dealing with the disposition of such Award in the event of a Termination of Service prior to
the exercise, payment or other settlement of such Award, whether such termination occurs because of Retirement, disability, death
or other reason, with such provisions to take account of the specific nature and purpose of the Award.


 






    	16



    	 



    
 


ARTICLE X


 


SHORT-TERM CASH INCENTIVE AWARDS


 


10.01.Eligibility. Executive
officers of the Company who are from time to time determined by the Committee to be "covered employees" for purposes
of Section 162(m) of the Code will be eligible to receive short-term cash incentive awards under this Article X.


 


10.02.Awards.


 


(a)Performance Targets. The Committee
shall establish objective performance targets based on specified levels of one or more of the Performance Goals. Such performance
targets shall be established by the Committee on a timely basis to ensure that the targets are considered "preestablished"
for purposes of Section 162(m) of the Code.


 


(b)Amounts of Awards. In conjunction
with the establishment of performance targets for a fiscal year or such other short-term performance period established by the
Committee, the Committee shall adopt an objective formula (on the basis of percentages of Participants' salaries, shares in a bonus
pool or otherwise) for computing the respective amounts payable under the Plan to Participants if and to the extent that the performance
targets are attained. Such formula shall comply with the requirements applicable to performance-based compensation plans under
Section 162(m) of the Code and, to the extent based on percentages of a bonus pool, such percentages shall not exceed 100% in the
aggregate.


 


(c)Payment of Awards. Awards will
be payable to Participants in cash each year upon prior written certification by the Committee of attainment of the specified performance
targets for the preceding fiscal year or other applicable performance period.


 


(d)Negative Discretion. Notwithstanding
the attainment by the Company of the specified performance targets, the Committee shall have the discretion, which need not be
exercised uniformly among the Participants, to reduce or eliminate the award that would be otherwise paid.


 


(e)Guidelines. The Committee may
adopt from time to time written policies for its implementation of this Article X. Such guidelines shall reflect the intention
of the Company that all payments hereunder qualify as performance-based compensation under Section 162(m) of the Code.


 


(f)Non-Exclusive Arrangement. The
adoption and operation of this Article X shall not preclude the Board or the Committee from approving other short-term incentive
compensation arrangements for the benefit of individuals who are Participants hereunder as the Board or Committee, as the case
may be, deems appropriate and in the best of the Company.


 






    	17



    	 



    
 


ARTICLE XI


 


TERMS APPLICABLE GENERALLY TO AWARDS


GRANTED UNDER THE PLAN


 


11.01.Plan Provisions Control Award
Terms. Except as provided in Section 11.16, the terms of the Plan shall govern all Awards granted under the Plan, and in no
event shall the Committee have the power to grant any Award under the Plan which is contrary to any of the provisions of the Plan.
In the event any provision of any Award granted under the Plan shall conflict with any term in the Plan as constituted on the Date
of Grant of such Award, the term in the Plan as constituted on the Date of Grant of such Award shall control. Except as provided
in Section 11.03 and Section 11.07, the terms of any Award granted under the Plan may not be changed after the Date of Grant of
such Award so as to materially decrease the value of the Award without the express written approval of the holder.


 


11.02.Award Agreement. No person shall have any
rights under any Award granted under the Plan unless and until the Company and the Participant to whom such Award shall have been
granted shall have executed and delivered an Award Agreement or received any other Award acknowledgment authorized by the Committee
expressly granting the Award to such person and containing provisions setting forth the terms of the Award.


 


11.03.Modification of Award After
Grant. No Award granted under the Plan to a Participant may be modified (unless such modification does not materially decrease
the value of the Award) after the Date of Grant except by express written agreement between the Company and the Participant, provided
that any such change (a) shall not be inconsistent with the terms of the Plan, and (b) shall be approved by the Committee.


 


11.04.Limitation on Transfer.
Except as provided in Section 7.02(c) in the case of Restricted Shares, a Participant's rights and interest under the Plan may
not be assigned or transferred other than by will or the laws of descent and distribution, and during the lifetime of a Participant,
only the Participant personally (or the Participant's personal representative) may exercise rights under the Plan. The Participant's
Beneficiary may exercise the Participant's rights to the extent they are exercisable under the Plan following the death of the
Participant.


 


11.05.Taxes. The Company shall
be entitled, if the Committee deems it necessary or desirable, to withhold (or secure payment from the Participant in lieu of withholding)
the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any amount payable
and/or shares issuable under such Participant's Award, or with respect to any income recognized upon a disqualifying disposition
of shares received pursuant to the exercise of an Incentive Stock Option, and the Company may defer payment or issuance of the
cash or shares upon exercise or vesting of an Award unless indemnified to its satisfaction against any liability for any such tax.
The amount of such withholding or tax payment shall be determined by the Committee and shall be payable by the Participant at such
time as the Committee determines in accordance with the following rules:


 


(a)The Participant shall have the right
to elect to meet his or her withholding requirement (i) by having withheld from such Award at the appropriate time that number
of shares of Common Stock, rounded down to the nearest whole share, whose Fair Market Value is equal to the amount of withholding
taxes due, (ii) by direct payment to the Company in cash of the amount of any taxes required to be withheld with respect to such
Award or (iii) by a combination of shares and cash.


 


(b)In the case of Participants who are subject to Section
16 of the Exchange Act, the Committee may impose such limitations and restrictions as it deems necessary or appropriate with respect
to the delivery or withholding of shares of Common Stock to meet tax withholding obligations.


 






    	18



    	 



    
 


11.06.Surrender of Awards; Authorization
of Repricing. Any Award granted under the Plan may be surrendered to the Company for cancellation on such terms as the Committee
and the holder approve. Without requiring shareholder approval, the Committee may substitute a new Award under this Plan in connection
with the surrender by the Participant of an equity compensation award previously granted under this Plan or any other plan sponsored
by the Company, including the substitution or grant of (i) an Option or Stock Appreciation Right with a lower exercise price than
the Option or Stock Appreciation Right being surrendered, (ii) a different type of Award upon the surrender or cancellation of
an Option or Stock Appreciation Right with an exercise price above the Fair Market Value of the underlying Common Stock on the
date of such substitution or grant, or (iii) any other Award constituting a repricing of an Option or Stock Appreciation Right.


 


11.07.Adjustments to Reflect Capital
Changes.


 


(a)Recapitalization. In the event
of any corporate event or transaction (including, but not limited to, a change in the Common Stock or the capitalization of the
Company) such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock
dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, a combination
or exchange of Common Stock, dividend in kind, or other like change in capital structure, number of outstanding shares of Common
Stock, distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction,
the Committee, in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall make equitable
and appropriate adjustments and substitutions, as applicable, to or of the number and kind of shares subject to outstanding Awards,
the Purchase Price or Exercise Price for such shares, the number and kind of shares available for future issuance under the Plan
and the maximum number of shares in respect of which Awards can be made to any Participant in any calendar year, and other determinations
applicable to outstanding Awards. The Committee shall have the power and sole discretion to determine the amount of the adjustment
to be made in each case.


 


(b)Merger. In the event that the
Company is a party to a Merger, outstanding Awards shall be subject to the agreement of merger or reorganization. Such agreement
may provide, without limitation, for the continuation of outstanding Awards by the Company (if the Company is a surviving corporation),
for their assumption by the surviving corporation or its parent or subsidiary, for the substitution by the surviving corporation
or its parent or subsidiary of its own awards for such Awards, for accelerated vesting and accelerated expiration, or for settlement
in cash or cash equivalents.


 


(c)Options to Purchase Shares or Stock
of Acquired Companies. After any Merger in which the Company or an Affiliate shall be a surviving corporation, the Committee
may grant substituted options under the provisions of the Plan, pursuant to Section 424 of the Code, replacing old options granted
under a plan of another party to the Merger whose shares or stock subject to the old options may no longer be issued following
the Merger. The foregoing adjustments and manner of application of the foregoing provisions shall be determined by the Committee
in its sole discretion. Any such adjustments may provide for the elimination of any fractional shares which might otherwise become
subject to any Options.


 


11.08.No Right to Continued Service.
No person shall have any claim of right to be granted an Award under this Plan. Neither the Plan nor any action taken hereunder
shall be construed as giving any Participant any right to be retained in the service of the Company or any of its Subsidiaries.


 






    	19



    	 



    
 


11.09.Awards Not Includable for Benefit
Purposes. Payments received by a Participant pursuant to the provisions of the Plan shall not be included in the determination
of benefits under any pension, group insurance or other benefit plan applicable to the Participant which is maintained by the Company
or any of its Subsidiaries, except as may be provided under the terms of such plans or determined by the Board.


 


11.10.Governing Law. All determinations
made and actions taken pursuant to the Plan shall be governed by the laws of Nevada and construed in accordance therewith.


 


11.11.No Strict Construction.
No rule of strict construction shall be implied against the Company, the Committee, or any other person in the interpretation of
any of the terms of the Plan, any Award granted under the Plan or any rule or procedure established by the Committee.


 


11.12.Compliance with Rule 16b-3.
It is intended that, unless the Committee determines otherwise, Awards under the Plan be eligible for exemption under Rule 16b-3.
The Board is authorized to amend the Plan and to make any such modifications to Award Agreements to comply with Rule 16b-3, as
it may be amended from time to time, and to make any other such amendments or modifications as it deems necessary or appropriate
to better accomplish the purposes of the Plan in light of any amendments made to Rule 16b-3.


 


11.13.Captions. The captions
(i.e., all Section headings) used in the Plan are for convenience only, do not constitute a part of the Plan, and shall not be
deemed to limit, characterize or affect in any way any provisions of the Plan, and all provisions of the Plan shall be construed
as if no captions have been used in the Plan.


 


11.14.Severability. Whenever
possible, each provision in the Plan and every Award at any time granted under the Plan shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of the Plan or any Award at any time granted under the Plan
shall be held to be prohibited by or invalid under applicable law, then (a) such provision shall be deemed amended to accomplish
the objectives of the provision as originally written to the fullest extent permitted by law and (b) all other provisions of the
Plan and every other Award at any time granted under the Plan shall remain in full force and effect.


 


11.15.Amendment and
Termination.


 


(a)Amendment. The Board shall have
complete power and authority to amend the Plan at any time; provided, however, that the Board shall not, without the requisite
affirmative approval of stockholders of the Company, make any amendment which requires stockholder approval under the Code or under
any other applicable law or rule of any stock exchange which lists Common Stock or Company Voting Securities. No termination or
amendment of the Plan may, without the consent of the Participant to whom any Award shall theretofore have been granted under the
Plan, adversely affect the right of such individual under such Award.


 


(b)Termination. The Board shall
have the right and the power to terminate the Plan at any time. No Award shall be granted under the Plan after the termination
of the Plan, but the termination of the Plan shall not have any other effect and any Award outstanding at the time of the termination
of the Plan may be exercised after termination of the Plan at any time prior to the expiration date of such Award to the same extent
such Award would have been exercisable had the Plan not terminated.


 






    	20



    	 



    
 


11.16.Foreign Qualified Awards.
Awards under the Plan may be granted to such employees of the Company and its Subsidiaries who are residing in foreign jurisdictions
as the Committee in its sole discretion may determine from time to time. The Committee may adopt such supplements to the Plan as
may be necessary or appropriate to comply with the applicable laws of such foreign jurisdictions and to afford Participants favorable
treatment under such laws; provided, however, that no Award shall be granted under any such supplement with terms or conditions
inconsistent with the provision set forth in the Plan.


 


11.17.Dividend Equivalents. For
any Award granted under the Plan, the Committee shall have the discretion, upon the Date of Grant or thereafter, to establish a
Dividend Equivalent Account with respect to the Award, and the applicable Award Agreement or an amendment thereto shall confirm
such establishment. If a Dividend Equivalent Account is established, the following terms shall apply:


 


(a)Terms and Conditions.
Dividend Equivalent Accounts shall be subject to such terms and conditions as the Committee shall determine and as shall be set
forth in the applicable Award Agreement. Such terms and conditions may include, without limitation, for the Participant’s
Account to be credited as of the record date of each cash dividend on the Common Stock with an amount equal to the cash dividends
which would be paid with respect to the number of shares of Common Stock then covered by the related Award if such shares of Common
Stock had been owned of record by the Participant on such record date.


 


(b)Unfunded Obligation. Dividend
Equivalent Accounts shall be established and maintained only on the books and records of the Company and no assets or funds of
the Company shall be set aside, placed in trust, removed from the claims of the Company's general creditors, or otherwise made
available until such amounts are actually payable as provided hereunder.


 






    	21



    	 



    
 


11.18Adjustment of Performance Goals
and Targets. Notwithstanding any provision of the Plan to the contrary, the Committee shall have the authority to adjust any
Performance Goal, performance target or other performance-based criteria established with respect to any Award under the Plan if
circumstances occur (including, but not limited to, unusual or nonrecurring events, changes in tax laws or accounting principles
or practices or changed business or economic conditions) that cause any such Performance Goal, performance target or performance-based
criteria to be inappropriate in the judgment of the Committee; provided, that with respect to any Award that is intended to qualify
for the "performance-based compensation" exception under Section 162(m) of the Code and the regulations thereunder, any
adjustment by the Committee shall be consistent with the requirements of Section 162(m) and the regulations thereunder.


 


11.19Legality of Issuance. Notwithstanding
any provision of this Plan or any applicable Award Agreement to the contrary, the Committee shall have the sole discretion to impose
such conditions, restrictions and limitations (including suspending exercises of Options or Stock Appreciation Rights and the tolling
of any applicable exercise period during such suspension) on the issuance of Common Stock with respect to any Award unless and
until the Committee determines that such issuance complies with (i) any applicable registration requirements under the Securities
Act of 1933, as amended, or the Committee has determined that an exemption therefrom is available, (ii) any applicable listing
requirement of any stock exchange on which the Common Stock is listed, (iii) any applicable Company policy or administrative rules,
and (iv) any other applicable provision of state, federal or foreign law, including foreign securities laws where applicable.


 


11.20Restrictions on Transfer.
Regardless of whether the offering and sale of Common Stock under the Plan have been registered under the Securities Act of 1933,
as amended, or have been registered or qualified under the securities laws of any state, the Company may impose restrictions upon
the sale, pledge, or other transfer of such Common Stock (including the placement of appropriate legends on stock certificates)
if, in the judgment of the Company and its counsel, such restrictions are necessary or desirable to achieve compliance with the
provisions of the Securities Act of 1933, as amended, the securities laws of any state, the United States or any other applicable
foreign law.


 


11.21Further Assurances. As a
condition to receipt of any Award under the Plan, a Participant shall agree, upon demand of the Company, to do all acts and execute,
deliver and perform all additional documents, instruments and agreements which may be reasonably required by the Company, to implement
the provisions and purposes of the Plan.


 


11.22Financial Statements. To
the extent required by Section 260.140.46 of Title 10 of the California Code of Regulations, the Company shall deliver financial
statements to all persons to whom an Award is granted pursuant to the Plan or to all persons who otherwise hold an outstanding
Option or other Award under the Plan at least annually. This Section 11.22 shall not apply to key persons whose duties in connection
with the Company and its Affiliates assure them access to equivalent information.


 



    	22