AMERICAN EAGLE ENERGY CORPORATION


2012 EQUITY INCENTIVE PLAN


SECTION 1.  Purpose.
The purposes of the American Eagle Energy Corporation 2012 Equity Incentive Plan (the “Plan”) are to motivate
and reward those employees and other individuals, who are expected to contribute significantly to the success of American Eagle
Energy Corporation (the “Company”) and its Affiliates, to perform at the highest level and to further the best
interests of the Company and its stockholders.


SECTION 2.  Definitions.
As used in the Plan, the following terms shall have the meanings set forth below:


(a)“Affiliate”
means (i) any entity that, directly or indirectly, is controlled by the Company and (ii) any entity in which the Company
has a significant equity interest, in each case as determined by the Committee.


(b)“Award”
means any Option, SAR, Restricted Stock, Restricted Stock Unit, Performance Award, or Other Stock-Based Award granted under the
Plan, including a Substitute Award.


(c)“Award
Agreement” means any agreement, contract, or other instrument or document, which may be in electronic format, evidencing
any Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant. Each Award Agreement shall
be subject to the terms and conditions of the Plan.


(d)“Beneficial
Owner” has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act.


(e)“Beneficiary”
means a person named by a Participant to be entitled to receive payments or other benefits or exercise rights that are available
under the Plan in the event of such Participant’s death. If no such person is named by a Participant, or if no Beneficiary
designated by such Participant is eligible to receive payments or other benefits or exercise rights that are available under the
Plan at such Participant’s death, such Participant’s Beneficiary shall be such Participant’s estate.


(f)“Board”
means the board of directors of the Company.


(g)“Change
of Control” means the occurrence of any one or more of the following events (unless otherwise specified in an Award Agreement
that is subject to Section 409A of the Code):


(i)any
Person (other than the Company, any trustee, or other fiduciary holding securities under any employee benefit plan of the Company
or any entity owned, directly or indirectly, by the stockholders of the Company immediately prior to the occurrence with respect
to which the evaluation is being made in substantially the same proportions as their ownership of the common stock of the Company)
becomes the Beneficial Owner (except that a Person shall be deemed to be the Beneficial Owner of all shares that any such Person
has the right to acquire pursuant to any agreement or arrangement or upon exercise of conversion rights, warrants, or options or
otherwise, without regard to the 60-day period referred to in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities
of the Company, representing 35% or more of the combined voting power of the Company’s then-outstanding securities;



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(ii)during
any twelve-month period, a majority of the members of the Board is replaced by individuals, who were not members of the Board at
the Effective Date and whose election by the Board or nomination for election by the Company’s stockholders was not approved
by a vote of at least a majority of the directors then still in office, who either were directors at the Effective Date or whose
election or nomination for election was previously so approved;


(iii)the
consummation of a merger or consolidation of the Company with any other entity, other than a merger or consolidation that would
result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving or resulting entity) 35% or more of the combined voting
power of the surviving or resulting entity outstanding immediately after such merger or consolidation; or


(iv)the
consummation of a sale or disposition of all or substantially all of the assets of the Company (other than such a sale or disposition
immediately after which such assets will be owned directly or indirectly by the stockholders of the Company in substantially the
same proportions as their ownership of the common stock of the Company immediately prior to such sale or disposition).


(h)“Code”
means the Internal Revenue Code of 1986, as amended from time to time, and the rules, regulations, and guidance thereunder. Any
reference to a provision in the Code shall include any successor provision thereto.


(i)“Consultant”
means any person, including an advisor, who is providing consulting or advisory services to the Company or any Affiliate.


(j)“Continuous
Service Status” means the absence of any interruption or termination of service as an Employee, Director, or Consultant.
Continuous Service Status shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; (iii) any
other leave of absence approved by the Committee, provided that such leave is for a period of not more than ninety (90) days,
unless reemployment upon the expiration of such leave is guaranteed by contract or statute or unless provided otherwise pursuant
to Company policy adopted from time to time; or (iv) in the case of transfers between locations of the Company or between
the Company, its Affiliates, or their respective successors. A change in status from an Employee to a Consultant (or Director),
from a Consultant to an Employee (or Director) or from Director to a Consultant (or Employee) will not constitute an interruption
of Continuous Service Status.


(k)“Director”
means any member of the Board.


(l)“Disability”
means, with respect to any Participant, “disability” as defined in such Participant’s Employment Agreement, if
any, or if not so defined, except as otherwise provided in such Participant’s Award Agreement, at any time that the Company
or any Affiliate sponsors a long-term disability plan that covers such Participant, “disability” as defined in such
plan for the purpose of determining such Participant’s eligibility for benefits; provided that, if such plan contains
multiple definitions of disability, then “Disability” shall refer to that definition of disability, which, if Participant
qualified for such benefits, would provide coverage for the longest period. The determination of whether Participant has a Disability
shall be made by the person or persons required to make final disability determinations under such plan. At any time that a Participant
is not a party to an Employment Agreement and the Company and its Affiliates do not sponsor a long-term disability plan that covers
such Participant, Disability shall mean Participant’s physical or mental incapacity that renders him or her unable for a
period of 90 consecutive days or an aggregate of 120 days in any consecutive 12-month period to perform his or her duties to the
Company or any Affiliate. With respect to any Incentive Stock Option, “Disability” shall mean “permanent and
total disability” as defined in Section 22(e)(3) of the Code.



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(m)“Effective
Date” means the date as of which this Plan is adopted by the Board.


(n)“Employee”
means any person employed by the Company or any Affiliate, with the status of employment determined based upon such factors as
are deemed appropriate by the Committee in its sole and absolute discretion, subject to any requirements of the Code or applicable
laws.


(o)“Employment
Agreement” means any employment, severance, consulting, or similar agreement between the Company or any of its Affiliates
and a Participant.


(p)“Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules, regulations, and guidance
thereunder. Any reference to a provision in the Exchange Act shall include any successor provision thereto.


(q)“Fair
Market Value” means, with respect to Shares, the closing price of a Share on the date in question (or, if there is no
reported sale on such date, on the last preceding date on which any reported sale occurred) on the principal stock market or exchange
on which the Shares are quoted or traded, or if Shares are not so quoted or traded, fair market value as determined by the Committee,
and, with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures
as shall be established from time to time by the Committee.


(r)“Incentive
Stock Option” means an option representing the right to purchase Shares from the Company, granted pursuant to Section 6,
that meets the requirements of Section 422 of the Code.


(s)“Non-Employee
Director” mans a Director who is a “non-employee director” within the meaning of Rule 16b-3 of the Exchange
Act.


(t)“Nonqualified
Stock Option” means an option representing the right to purchase Shares from the Company, granted pursuant to Section 6,
that is not an Incentive Stock Option. Awards of Options may include the right to receive dividend equivalent payments with respect
to vested Options and payments contingent on vesting with respect to unvested Options.


(u)“Option”
means an Incentive Stock Option or a Nonqualified Stock Option.



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(v)“Other
Stock-Based Award” means an Award granted pursuant to Section 10.


(w)“Outside
Director” means a Director who is an “outside director” within the meaning of Section 162(m) of the Code
of Treasury Regulations Section 1.162-27(e)(3) or any successor to such statute and regulation.


(x)“Participant”
means the recipient of an Award granted under the Plan.


(y)“Performance
Award” means an Award granted pursuant to Section 9.


(z)“Performance
Measure” means one of the following performance measures with respect to the Company: net sales; revenue;
revenue growth or product revenue growth; operating income (before or after taxes); pre- or after-tax income or loss (before or
after allocation of corporate overhead and bonus); net earnings; earnings per share; net income or loss (before or after taxes);
return on equity; total stockholder return; return on assets or net assets; appreciation in and/or maintenance of stock price;
market share; gross profits; earnings or loss (including earnings or loss before taxes, before interest and taxes, or before earnings
before interest, taxes, depreciation, and amortization); economic value-added models or equivalent metrics; comparisons with various
stock market indices; reductions in costs; cash-flow or cash-flow per share (before or after dividends); return on capital (including
return on total capital or return on invested capital); cash-flow return on investment; improvement in or attainment of expense
levels or working capital levels, including cash, inventory, and accounts receivable; operating margin; gross margin; cash margin;
year-end cash; debt reduction; stockholder equity; operating efficiencies; market share; employee satisfaction; exploration, research,
and development achievements; exploration, research and development costs; regulatory achievements (including submitting or filing
applications or other documents with regulatory authorities or receiving approval of any such applications or other documents and
passing pre-approval inspections; financial ratios, including those measuring liquidity, activity, profitability, or leverage;
financing and other capital raising transactions (including sales of the Company’s equity or debt securities; sales or licenses
of the Company’s assets, whether in a particular jurisdiction, territory, or globally or through partnering transactions);
implementation, completion, or attainment of measurable objectives with respect to research, development, drilling, production
volume levels, acquisitions, and divestitures; reserve additions; reserve value or reserve value per share; factoring transactions;
and recruiting and maintaining personnel.


(aa)“Person”
has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including “group” as defined in Section 13(d) thereof.


(bb)“Restricted
Stock” means any Shares granted pursuant to Section 8.


(cc)“Restricted
Stock Unit” means a contractual right granted pursuant to Section 8 that is denominated in Shares. Each Restricted
Stock Unit represents a right to receive the value of one Share (or a percentage of such value) in cash, Shares, or a combination
thereof. Awards of Restricted Stock Units may include the right to receive dividend equivalents.



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(dd)“SAR”
means any right granted pursuant to Section 7 to receive, upon exercise by a Participant or settlement, in cash, Shares, or
a combination thereof, the excess of (i) the Fair Market Value of one Share on the date of exercise or settlement over (ii) the
exercise or hurdle price of the right on the date of grant, or, if granted in connection with an Option, on the date of grant of
the Option.


(ee)“Section
162(m) Compensation” means “qualified performance-based compensation” under Section 162(m) of the Code.


(ff)“Shares”
means shares of the Company’s common stock, par value $0.001 per share.


(gg)“Substitute
Award” means an Award granted in assumption of, or in substitution for, an outstanding award previously granted by an
entity acquired by the Company or with which the Company combines.


SECTION 3.  Eligibility.


(a)Awards
may be granted to Employees, Consultants, and Directors.


(b)Holders
of equity-based awards granted by an entity acquired by the Company or with which the Company combines are eligible for grants
of Substitute Awards under the Plan to the extent permitted under applicable listing standards of any stock exchange on which the
Company is listed.


SECTION 4.  Administration.


(a)Administration
of the Plan. The Plan shall be administered by the Compensation Committee of the Board (the “Committee”),
or in the Board’s sole discretion, by the Board. All decisions of the Committee shall be final, conclusive, and binding upon
all parties, including the Company, its stockholders, and Participants and any Beneficiaries thereof. The Committee shall issue
rules and regulations for administration of the Plan.


(b)Delegation.
The Committee, or if Board has not established the Committee, the Board, may delegate administration of the Plan to a committee
or committees of one or more members of the Committee or the Board, as applicable, and the term “Committee” shall apply
to any person or persons whom such authority has been delegated. The Committee shall have the authority to delegate to a subcommittee
any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board or the Committee
shall thereafter be to the committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions
of the Plan as may be adopted from time to time by the Board. The members of the Committee shall be appointed by and serve at the
pleasure of the Board. From time to time, the Board may increase or decrease the size of the Committee, add additional members
to, remove members (with or without cause) from, appoint new members in substitution therefor, and fill vacancies, however caused,
in the Committee. The Committee shall act by the unanimous vote or by unanimous written consent of its members, and minutes shall
be kept of all of its meetings and copies thereof shall be provided to the Board.


(c)Composition
of Committee. To the extent necessary or desirable to comply with applicable regulatory regimes, including, without limitation,
Section 162(m) of the Code, any action by the Board or the Committee, as applicable, shall require the approval of the Directors
or Committee members, as applicable, who are (i) independent, within the meaning of and to the extent required by applicable
rulings and interpretations of the applicable stock market or exchange on which the Shares are quoted or traded; (ii) Non-Employee
Directors; and (iii) Outside Directors. The Board may designate one or more directors as alternate members of the Committee
who may replace any absent or disqualified member at any meeting of the Committee. To the extent permitted by applicable law, the
Committee may delegate to one or more officers of the Company the authority to grant Options and SARs, except that such delegation
shall not be applicable to any Award for a person then covered by Section 16 of the Exchange Act.



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(d)Authority
of the Committee. Subject to the terms of the Plan and applicable law, the Committee (or its delegate) shall have full power
and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to each Participant
under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights, or other
matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award; (v) determine
whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other Awards, other property,
net settlement, or any combination thereof, or canceled, forfeited, or suspended, and the method or methods by which Awards may
be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances
a tax withholding obligation may be satisfied in cash, Shares, other Awards, or other property; (vii) determine whether, to what
extent and under what circumstances cash, Shares, other Awards, other property, and other amounts payable with respect to an Award
under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (viii) interpret
and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (ix) establish, amend,
suspend, or waive such rules, and regulations and appoint such agents as it shall deem appropriate for the proper administration
of the Plan; and (x) make any other determination and take any other action that the Committee deems necessary or desirable
for the administration of the Plan.


(e)Dodd-Frank
Clawback. The Committee shall full authority to implement any policies and procedures necessary to comply with Section 10D
of the Exchange Act and any rules promulgated thereunder. Without limiting the foregoing, the Committee may provide in Award Agreements
that, in the event of a financial restatement that reduces the amount of previously awarded incentive compensation that would not
have been earned had results been properly reported, outstanding Awards will be cancelled and the Company may clawback (i.e.,
recapture) realized Option/SAR gains and realized value for vested Restricted Stock or Restricted Stock Units or earned Performance
Awards.


(f)Restrictive
Covenants. The Committee may impose restrictions on any Award with respect to non-competition, confidentiality, and other restrictive
covenants as it deems necessary or appropriate in its sole discretion.


SECTION 5.  Shares
Available for Awards.


(a)Subject
to adjustment as provided in Section 5(d) and except for Substitute Awards, the maximum number of Shares available for issuance
under the Plan shall not exceed in the aggregate 3,121,456 shares of Common Stock.



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(b)Any
Shares subject to an Award (other than a Substitute Award), that expires, is canceled, forfeited, or otherwise terminates without
the delivery of such Shares, including (i) the number of Shares surrendered or withheld in payment of any grant, purchase,
exercise, or hurdle price of an Award or taxes related to an Award (other than Shares already issued and surrendered for payment
of taxes) and (ii) any Shares subject to an Award to the extent that Award is settled without the issuance of Shares, shall
again be, or shall become, available for issuance under the Plan.


(c)In
the event that, as a result of any dividend or other distribution (whether in the form of cash, Shares, or other securities), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange
of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the
Company, issuance of Shares pursuant to the anti-dilution provisions of securities of the Company, or other similar corporate transaction
or event affecting the Shares, an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan, then the Committee shall adjust equitably any or all of:


(i)the
number and type of Shares (or other securities) that thereafter may be made the subject of Awards, including the aggregate limits
specified in Section 5(a) and the individual limits specified in Section 5(f);


(ii)the
number and type of Shares (or other securities) subject to outstanding Awards;


(iii)the
grant, purchase, exercise, or hurdle price with respect to any Award or, if deemed appropriate, make provision for a cash payment
to the holder of an outstanding Award; and


(iv)Performance
Measures set forth in any Performance Awards that are based on, derived from, or related to Share value;


provided, however,
that the number of Shares subject to any Award denominated in Shares shall always be a whole number.


(d)With
respect to any Award intended to be Section 162(m) Compensation, the following limits shall apply to the amount that may be
awarded to any Participant during any calendar year, subject to adjustment as provided in Section 5(c): (A) Options and
SARs that relate to no more than 250,000 Shares; (B) Performance Awards that relate to no more than 250,000 Shares; and (C) cash-based
Awards that relate to no more than $500,000.


SECTION 6.  Options.
The Committee may grant Options to Participants with the following terms and conditions and with such additional terms and
conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:


(a)The
exercise price per Share under an Option shall be determined by the Committee; provided, however, that, except in
the case of Substitute Awards, such exercise price shall not be less than the Fair Market Value of a Share on the date of grant
of such Option.


(b)The
term of each Option shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such Option; provided
that the Committee may (but shall not be required to) provide in an Award Agreement for an extension of such 10-year term in the
event the exercise of the Option would be prohibited by law on the expiration date.



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(c)The
Committee shall determine the time or times at which an Option become vested and exercisable in whole or in part. The Committee
may specify in an Award Agreement that an “in-the-money” Option shall be automatically exercised on its expiration
date.


(d)The
consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined
by the Committee. Such consideration, to the extent permitted by applicable laws, may consist of one or a combination of: (i) cash
or check or combination thereof or broker-assisted cashless exercise or (ii) to the extent expressly permitted by the Committee,
(A) other Shares that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares
as to which said Option shall be exercised or (B) such other consideration and method of payment for the issuance of Shares
to the extent permitted by applicable laws.


(e)The
terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422
of the Code. Incentive Stock Options may be granted only to employees of the Company or of a parent or subsidiary corporation (as
defined in Section 424(a) of the Code). Notwithstanding any designation as an Incentive Stock Option, to the extent that the
aggregate Fair Market Value of Shares subject to a Participant’s incentive stock options that become exercisable for the
first time during any calendar year exceeds $100,000, such excess Options shall be treated as Nonqualified Stock Options. For purposes
of the foregoing, Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market
Value of the Shares shall be determined as of the time of grant. No Incentive Stock Options may be issued more than ten years following
the earlier of (i) the date of adoption or (ii) the most recent date of approval of this Plan by the Company’s
stockholders.


(f)Unless
otherwise determined by the Committee or unless otherwise set forth in an Award Agreement, the following provisions shall be applicable
upon termination of a Participant’s Continuous Service Status:


(i)If
termination of the Participant’s Continuous Service Status is as a result of the Participant’s Disability, the Participant
may exercise the Option at any time within twelve months following the date of termination (but in no event later than the expiration
of the term of such Option as set forth in the Award Agreement), but only to the extent the Option was vested and exercisable as
of the date of termination of Continuous Service Status, after which time the Option shall terminate.


(ii)If
a Participant dies (a) during the term of the Option and while in Continuous Service Status or (b) within twelve months
after termination of Continuous Service Status, the Option may be exercised at any time within six months following the date of
death (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) by the Participant’s
estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent the Option
was vested and exercisable as of the termination of Continuous Service Status, after which time the Option shall terminate.



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(iii)If
a Participant’s Continuous Service Status terminates for any other reason, the Participant may exercise his or her Option
at any time within three months after such termination (but in no event later than the expiration of the term of such Option as
set forth in the Award Agreement), but only to the extent that the Option was vested and exercisable at the date of such termination.


(iv)To
the extent that a Participant’s Option was not vested and exercisable at the date of termination of the Participant’s
Continuous Service Status, the Option shall terminate immediately upon such termination of Continuous Service Status.


SECTION 7.  Stock
Appreciation Rights. The Committee may grant SARs to Participants with the following terms and conditions and with
such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:


(a)The
exercise or hurdle price per Share under a SAR shall be determined by the Committee; provided, however, that, except
in the case of Substitute Awards, such exercise or hurdle price shall not be less than the Fair Market Value of a Share on the
date of grant of such SAR.


(b)The
term of each SAR shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such SAR.


(c)The
Committee shall determine the time or times at which a SAR may be exercised or settled in whole or in part. Unless otherwise determined
by the Committee or unless otherwise set forth in an Award Agreement, the provisions set forth in Section 6(f) above with
respect to exercise of an Award following termination of Continuous Service Status shall apply to any SAR. The Committee may specify
in an Award Agreement that an “in-the-money” SAR shall be automatically exercised on its expiration date.


SECTION 8.  Restricted
Stock and Restricted Stock Units. The Committee may grant Awards of Restricted Stock and Restricted Stock Units
to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent
with the provisions of the Plan, as the Committee shall determine:


(a)The
Award Agreement shall specify the vesting schedule and, with respect to Restricted Stock Units, the delivery schedule (which may
include deferred delivery later than the vesting date).


(b)Shares
of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee may impose (including any
limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend, dividend equivalent, or other
right), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as
the Committee may deem appropriate.


(c)Any
share of Restricted Stock granted under the Plan may be evidenced in such manner as the Committee may deem appropriate, including
book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect
of shares of Restricted Stock granted under the Plan, such certificate shall be registered in the name of such Participant and
shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock.



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SECTION 9.  Performance
Awards. The Committee may grant Performance Awards to Participants with the following terms and conditions and with such
additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:


(a)Performance
Awards may be denominated as a cash amount, number of Shares, or a combination thereof and are Awards which may be earned upon
achievement or satisfaction of performance conditions specified by the Committee. In addition, the Committee may specify that any
other Award shall constitute a Performance Award by conditioning the right of a Participant to exercise the Award or have it settled,
and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee. The
Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance
conditions. Subject to the terms of the Plan, the performance goals to be achieved during any performance period, the length of
any performance period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant
to any Performance Award shall be determined by the Committee.


(b)If
the Committee intends that a Performance Award should constitute Section 162(m) Compensation, such Performance Award shall
include a pre-established formula, such that payment, retention, or vesting of the Award is subject to the achievement during a
Performance Period or Performance Periods, as determined by the Committee, of a level or levels of, or increases in, in each case
as determined by the Committee, one or more Performance Measures. Performance Measures may be established on an absolute (e.g.,
plan or budget) or relative basis, and may be established on a corporate-wide basis or with respect to one or more business units,
divisions, subsidiaries, or business segments. Relative performance may be measured against a group of peer companies, a financial
market index, or other acceptable objective and quantifiable indices. The Award Agreement may provide that if the Committee determines
that a change in the business, operations, corporate structure, or capital structure of the Company, or the manner in which the
Company conducts its business, or other events or circumstances render the performance objectives unsuitable, the Committee may
modify the performance objectives, or the related minimum acceptable level of achievement, in whole or in part, as the Committee
deems appropriate and equitable. Performance Measures may vary from Performance Award to Performance Award, respectively, and from
Participant to Participant, and may be established on a stand-alone basis, in tandem or in the alternative. The Committee shall
have the power to impose such other restrictions on Awards subject to this Section 9(b) as it may deem necessary or appropriate
to ensure that such Awards satisfy all requirements for Section 162(m) Compensation. Notwithstanding any provision of the
Plan to the contrary, with respect to any Award intended to be Section 162(m) Compensation, the Committee shall not be authorized
to increase the amount payable under any Award to which this Section 9(b) applies upon attainment of such pre-established
formula, except as provided in Section 5(c)(iv).


(c)Settlement
of Performance Awards shall be in cash, Shares, other Awards, other property, net settlement, or any combination thereof, in the
discretion of the Committee. The Committee shall specify the circumstances in which, and the extent to which, Performance Awards
shall be paid or forfeited in the event of termination of a Continuous Service Status.



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(d)Performance
Awards will be settled only after the end of the relevant Performance Period. Any settlement that changes the form of payment from
that originally specified shall be implemented in a manner such that the Performance Award and other related Awards do not, solely
for that reason, fail to qualify as Section 162(m) Compensation.


SECTION 10.  Other
Stock-Based Awards. The Committee may, subject to limitations under applicable law, grant to Participants such other Awards
that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares
or factors that may influence the value of Shares, including convertible or exchangeable debt securities, other rights convertible
or exchangeable into Shares, purchase rights for Shares, Awards with value and payment contingent upon performance of the Company
or business units thereof or any other factors designated by the Committee. The Committee shall determine the terms and conditions
of such Awards. Shares delivered pursuant to an Award in the nature of a purchase right granted under this Section 10 shall
be purchased for such consideration, paid for at such times, by such methods and in such forms, including cash, Shares, other Awards,
other property, or any combination thereof, as the Committee shall determine. Cash awards, as an element of or supplement to any
other Award under the Plan, may also be granted pursuant to this Section 10.


SECTION 11.  Automatic
Grants to Outside Directors. The Board or a committee thereof may institute, by resolution, automatic Award grants to new
and to continuing members of the Board, with the number and type of such Awards, with such terms and conditions, and based upon
such criteria, if any, as is determined by the Board or its committee, in their sole discretion.


SECTION 12.  Effect
of a Change of Control on Awards.


(a)The
Committee may (but shall not be required to) provide for accelerated vesting of an Award upon, or as a result of specified events
following, a Change of Control, either in an Award Agreement or in connection with the Change of Control.


(b)In
the event of a Change of Control, the Committee may cause any Award:


(i)to
be canceled in consideration of a payment in cash or other consideration to such Participant who holds such Award in an amount
per share equal to the excess, if any, of the price or implied price per Share in a Change in Control over the per Share exercise
or purchase price of such Award, which may be paid immediately or over the vesting schedule of the Award; or


(ii)to
be assumed or a substantially equivalent Award shall be substituted by the successor corporation or a parent or subsidiary of such
successor corporation (the “Successor Corporation”), unless the Successor Corporation does not agree to assume
the award or to substitute an equivalent option or right (or agree to cashout the Award as provided in clause (i)), in which case
such Award shall become fully vested immediately prior to the Change of Control and shall thereafter terminate. An Award shall
be considered assumed, without limitation, if, at the time of issuance of the stock or other consideration upon a Change of Control,
as the case may be, each holder of an Award would be entitled to receive upon exercise of the award the same number and kind of
shares of stock or the same amount of property, cash, or securities as such holder would have been entitled to receive upon the
occurrence of the transaction if the holder had been, immediately prior to such transaction, the holder of the number of Shares
covered by the award at such time; provided that, if such consideration received in the transaction is not solely common
stock of the Successor Corporation, the Committee may, with the consent of the Successor Corporation, provide for the consideration
to be received upon exercise of the assumed award to be solely common stock of the Successor Corporation.



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SECTION 13.  General
Provisions Applicable to Awards.


(a)Awards
shall be granted for such cash or other consideration, if any, as the Committee determines; provided that, in no event,
shall Awards be issued for less than such minimal consideration as may be required by applicable law.


(b)Awards
may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with any other Award or any award
granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or
in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a different
time from the grant of such other Awards or awards.


(c)Subject
to the terms of the Plan, payments or transfers to be made by the Company upon the grant, exercise, or settlement of an Award may
be made in the form of cash, Shares, other Awards, other property, net settlement, or any combination thereof, as determined by
the Committee in its discretion, whether at the time of grant, at the time of exercise or settlement or otherwise, and may be made
in a single payment or transfer, in installments or on a deferred basis, in each case in accordance with rules and procedures established
by the Committee. Such rules and procedures may include provisions for the payment or crediting of reasonable interest on installment
or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments.


(d)Except
as may be permitted by the Committee (except with respect to Incentive Stock Options) or as specifically provided in an Award Agreement,
(i) no Award and no right under any Award shall be assignable, alienable, saleable, or transferable by a Participant otherwise
than by will or pursuant to Section 13(e) and (ii) during a Participant’s lifetime, each Award, and each right
under any Award, shall be exercisable only by such Participant or, if permissible under applicable law, by such Participant’s
guardian or legal representative. The provisions of this Section 13(d) shall not preclude forfeiture of an Award in accordance
with the terms thereof.


(e)A
Participant may designate a Beneficiary or change a previous Beneficiary designation at such times prescribed by the Committee
by using forms and following procedures approved or accepted by the Committee for that purpose.


(f)All
certificates for Shares and/or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be
subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations,
and other requirements of the Securities and Exchange Commission, any stock market or exchange upon which such Shares or other
securities are then quoted, traded, or listed, and any applicable securities laws, and the Committee may cause a legend or legends
to be put on any such certificates to make appropriate reference to such restrictions.



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SECTION 14.  Amendments
and Termination.


(a)Amendment
of Plan. Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or
in the Plan, the Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided,
however, that no such amendment, alteration, suspension, discontinuation, or termination shall be made without (i) stockholder
approval if such approval is required by applicable law or the rules of the stock market or exchange, if any, on which the Shares
are principally quoted or traded or (ii) the consent of the affected Participant, if such action would materially adversely
affect the rights of such Participant under any outstanding Award, except (x) to the extent any such amendment, alteration,
suspension, discontinuance, or termination is made to cause the Plan to comply with applicable law, stock market, or exchange rules
and regulations or accounting or tax rules and regulations or (y) to impose any “clawback” or recoupment provisions
on any Awards in accordance with Section 4(d) of the Plan. Notwithstanding anything to the contrary in the Plan, the Committee
may amend the Plan, or create sub-plans, in such manner as may be necessary for the purpose of qualifying for preferred tax treatment
under non-U.S. tax laws or complying with local rules and regulations. The Committee may correct any defect, supply any omission,
or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan
into effect.


(b)Dissolution
or Liquidation. In the event of the dissolution or liquidation of the Company, each Award will terminate immediately prior
to the consummation of such action, unless otherwise determined by the Committee.


(c)Terms
of Awards. The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue,
or terminate any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or
holder or Beneficiary of an Award; provided, however, that no such action shall materially adversely affect the rights of
any affected Participant or holder or Beneficiary under any Award theretofore granted under the Plan, except (x) to the extent
any such action is made to cause the Plan to comply with applicable law, stock market or exchange rules and regulations, or accounting
or tax rules and regulations or (y) to impose any “clawback” or recoupment provisions on any Awards in accordance
with Section 4(d) of the Plan.


(d)No
Repricing. Notwithstanding the foregoing, except as provided in Section 5(d), no amendment to the terms of outstanding
Options or SARs that reduces the exercise or hurdle price of such Options or SARs and no cancellation of any outstanding options
or SARs in exchange for Options or SARs with an exercise price that is less than the exercise price of the original Options or
SARs shall be made without approval of the Company’s stockholders.


SECTION 15.  Miscellaneous.


(a)No
employee, Participant or other person shall have any claim to be granted any Award under the Plan, and there is no obligation for
uniformity of treatment of employees, Participants, or holders or Beneficiaries of Awards under the Plan. The terms and conditions
of Awards need not be the same with respect to each recipient. Any Award granted under the Plan shall be a one-time Award that
does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future
grants under the Plan.



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(b)The
grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or to continue to provide
services to, the Company or any Affiliate. Further, the Company or the applicable Affiliate may at any time dismiss a Participant,
free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement
or in any other agreement binding the parties. The receipt of any Award under the Plan is not intended to confer any rights on
the receiving Participant except as set forth in the applicable Award Agreement.


(c)Nothing
contained in the Plan shall prevent the Company from adopting or continuing in effect other or additional compensation arrangements,
and such arrangements may be either generally applicable or applicable only in specific cases.


(d)The
Company shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the
Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other Awards, other property,
net settlement, or any combination thereof) of applicable withholding taxes due in respect of an Award, its exercise or settlement
or any payment or transfer under such Award or under the Plan and to take such other action (including providing for elective payment
of such amounts in cash or Shares by such Participant) as may be necessary in the opinion of the Company to satisfy all obligations
for the payment of such taxes; provided that, if the Committee allows the withholding or surrender of Shares to satisfy
a Participant’s tax withholding obligations, the Company shall not allow Shares to be withheld in an amount that exceeds
the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes.


(e)If
any provision of the Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction,
or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended
without, in the determination of the Committee, materially altering the intent of the Plan or the Award Agreement, such provision
shall be stricken as to such jurisdiction, person, or Award and the remainder of the Plan and any such Award Agreement shall remain
in full force and effect.


(f)Neither
the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship
between the Company and a Participant or any other person. To the extent that any person acquires a right to receive payments from
the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.


(g)No
fractional Shares shall be issued or delivered pursuant to the Plan or any Award and the Committee shall determine whether cash
or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights
thereto shall be canceled, terminated, or otherwise eliminated.



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(h)Non-Transferability
of Awards. No Award shall be transferable by any Participant other than by will or by the laws of descent and distribution
or pursuant to a qualified domestic relations order (as defined in the Code or the Employment Retirement Income Security Act of
1974, as amended) except that, if so provided in the Award Agreement, the Participant may transfer the Award, other than an Incentive
Stock Option, during the Participant’s lifetime to one or more members of the Participant’s family, to one or more
trusts for the benefit of one or more of the Participant’s family, to a partnership or partnerships of members of the Participant’s
family, or to a charitable organization as defined in Section 501(c)(3) of the Code, but only if the transfer would not result
in the loss of any exemption under Rule 16b-3 of the Exchange Act with respect to any Award. The transferee of an Award will be
subject to all restrictions, terms, and conditions applicable to the Award prior to its transfer, except that the Award will not
be further transferable by the transferee other than by will or by the laws of descent and distribution.


SECTION 16.  Effective
Date of the Plan. The Plan shall be effective as of the Effective Date.


SECTION 17.  Term
of the Plan. No Award shall be granted under the Plan after the earliest to occur of (i) the tenth year anniversary
of the Effective Date; provided that, to the extent permitted by the listing rules of any stock exchange on which a class
or series of equity or debt of the Company is listed, such ten-year term may be extended indefinitely so long as the maximum number
of Shares available for issuance under the Plan have not been issued; (ii) the maximum number of Shares available for issuance
under the Plan have been issued; or (iii) the Board terminates the Plan in accordance with Section 14(a). However, unless
otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such
date and the authority of the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award, or to waive
any conditions or rights under any such Award, and the authority of the Board to amend the Plan, shall extend beyond such date.


SECTION 18.  Section 409A
of the Code. With respect to Awards subject to Section 409A of the Code, the Plan is intended to comply with
the requirements of Section 409A of the Code and the regulations thereunder (“Section 409A”); the provisions
of the Plan and any Award Agreement shall be interpreted in a manner that satisfies the requirements of Section 409A; and
the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise frustrate
or conflict with this intent, the provision, term, or condition will be interpreted and deemed amended so as to avoid this conflict.
Notwithstanding anything else in the Plan, if the Board determines a Participant to be one of the Company’s “specified
employees” under Section 409A(2)(B)(i) of the Code at the time of such Participant’s separation from service (as
defined in Section 409A(2)(A)(i)) in accordance with the identification date specified in Section 1.409A-1(d)(i)(4) of the
Treasury Regulations and the amount hereunder is “deferred compensation” subject to Section 409A, then any distribution
that otherwise would be made to such Participant with respect to this Award as a result of such termination shall not be made until
the date that is six months after such separation from service or , if earlier, the date of the death of the Participant.


SECTION
19.  Governing Law. The Plan and each Award Agreement shall be governed by the laws of the State of
Nevada, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of
this Plan to the substantive law of another jurisdiction.








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