AIR INDUSTRIES GROUP


2017 EQUITY INCENTIVE PLAN


 


1. Purposes of the Plan.


 


      The
purposes of this Equity Incentive Plan are to attract and retain the best available personnel, to provide additional incentive
to Employees, Directors and Consultants and to promote the success of the Company's business.


 


      2.
Definitions.


 


      As
used herein, the following definitions shall apply:


 


      (a)
"Administrator" means the Board or any Committee appointed to administer the Plan.


 


      (b)
"Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated
under the Exchange Act.


 


      (c)
"Applicable Laws" means the legal requirements relating to the administration of stock incentive plans, if any, under
applicable provisions of federal securities laws, state corporate and securities laws, the Code, the rules of any applicable stock
exchange or national market system, and the rules of any foreign jurisdiction applicable to Awards granted to residents therein.


 


      (d)
"Award" means the grant of an Option, SAR, Dividend Equivalent Right, Restricted Stock, Performance Unit, Performance
Share, or other right or benefit under the Plan.


 


      (e)
"Award Agreement" means the written agreement evidencing the grant of an Award executed by the Company and the Grantee,
including any amendments thereto.


 


      (f)
"Board" means the Board of Directors of the Company.


 


      (g)
"Cause" means, with respect to the termination by the Company or a Related Entity of the Grantee's Continuous Service,
that such termination is for "Cause" as such term is expressly defined in a then-effective written agreement between
the Grantee and the Company or such Related Entity, or in the absence of such then-effective written agreement and definition,
is based on, in the determination of the Administrator, the Grantee's:


 


            (i)
refusal or failure to act in accordance with any specific, lawful direction or order of the Company or a Related Entity;


 


            (ii)
unfitness or unavailability for service or unsatisfactory performance (other than as a result of Disability);


 


            (iii)
performance of any act or failure to perform any act, in bad faith and to the detriment of the Company or a Related Entity;


 


            (iv)
dishonesty, intentional misconduct or material breach of any agreement with the Company or a Related Entity; or


 


            (v)
commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person.


 


      (h)
"Code" means the Internal Revenue Code of 1986, as amended.


 


      (i)
"Committee" means any committee appointed by the Board to administer the Plan.


 






    


    


    

 


 


      (j)
"Common Stock" means the common stock of the Company.


 


     (k) "Company"
means Air Industries Group, a Nevada corporation.


 


      (l)
"Consultant" means any person (other than an Employee or a Director, solely with respect to rendering services in such
person's capacity as a Director) who is engaged by the Company or any Related Entity to render consulting or advisory services
to the Company or such Related Entity.


 


      (m)
"Continuous Service" means that the provision of services to the Company or a Related Entity in any capacity of Employee,
Director or Consultant, is not interrupted or terminated. Continuous Service shall not be considered interrupted in the case of
(i) any leave of absence approved by the Company or Related Entity, (ii) transfers between locations of the Company or among the
Company, any Related Entity, or any successor, in any capacity of Employee, Director or Consultant, or (iii) any change in status
as long as the individual remains in the service of the Company or a Related Entity in any capacity of Employee, Director or Consultant
(except as otherwise provided in the Award Agreement). For purposes of Incentive Stock Options, no such approved leave of absence
may exceed ninety (90) days, unless re-employment upon expiration of such leave is guaranteed by statute or contract.


 


      (n)
"Corporate Transaction" means any of the following transactions:


 


            (i)
a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which
is to change the state in which the Company is incorporated;


 


            (ii)
the sale, transfer or other disposition of all or substantially all of the assets of the Company (including the capital stock of
the Company's subsidiary corporations) in connection with the complete liquidation or dissolution of the Company;


 


            (iii)
any reverse merger in which the Company is the surviving entity but in which securities possessing more than eighty percent (80%)
of the total combined voting power of the Company's outstanding securities are transferred to a person or persons different from
those who held such securities immediately prior to such merger; or


 


            (iv) an acquisition by any person
or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within
the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than eighty percent (80%) of the total combined voting
power of the Company's outstanding securities, but excluding any such transaction that the Administrator determines shall not
be a Corporate Transaction.


 


      (o)
"Director" means a member of the Board or the board of directors of any Related Entity.


 


      (p)
"Disability" means that a Grantee is permanently unable to carry out the responsibilities and functions of the position
held by the Grantee by reason of any medically determinable physical or mental impairment. A Grantee will not be considered to
have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Administrator in its discretion.


 


      (q)
"Dividend Equivalent Right" means a right entitling the Grantee to compensation measured by dividends paid with respect
to Common Stock.


 


      (r)
"Employee" means any person, including an Officer or Director, who is an employee of the Company or any Related Entity.
The payment of a director's fee by the Company or a Related Entity shall not be sufficient to constitute "employment"
by the Company.


 






    


    


    

 


      (s)
"Exchange Act" means the Securities Exchange Act of 1934, as amended.




              (t) "Fair Market Value" means, as of any date, the value of Common Stock determined
as follows:  (i) Where there exists a public market for the Common Stock, the Fair Market Value shall be (A) the closing
price for a Share for the last market trading day prior to the time of the determination (or, if no closing price was reported
on that date, on the last trading date on which a closing price was reported) on the stock exchange or national market system
determined by the Administrator to be the primary market for the Common Stock, or (B) if the Common Stock is not traded on any
such exchange or national market system, the average of the closing bid and asked prices of a share on the OTC Bulletin Board
or other inter-dealer quotation service for the day prior to the time of the determination (or, if no such prices were reported
on that date, on the last date on which such prices were reported), in each case, as reported in The Wall Street Journal or such
other source as the Administrator deems reliable; or (ii) in the absence of an established market for the Common Stock of the
type described in subparagraph (i), above, the Fair Market Value shall be determined by the Administrator in good faith.


 


      (u)
"Grantee" means an Employee, Director or Consultant who receives an Award pursuant to an Award Agreement under the Plan.


 


      (v)
"Incentive Stock Option" means an Option intended to qualify as an incentive stock option within the meaning of Section
422 of the Code.


 


      (w)
"Non-Qualified Stock Option" means an Option not intended to qualify as an Incentive Stock Option.


 


      (x)
"Officer" means a person who is an officer of the Company or a Related Entity within the meaning of Section 16 of the
Exchange Act and the rules and regulations promulgated thereunder.


 


      (y)
"Option" means an option to purchase Shares pursuant to an Award Agreement granted under the Plan.


 


      (z)
"Parent" means a "parent corporation", whether now or hereafter existing, as defined in Section 424(e) of the
Code.


 


      (aa)
"Performance Shares" means Shares or an Award denominated in Shares which may be earned in whole or in part upon attainment
of performance criteria established by the Administrator.


 


      (bb)
"Performance Units" means an Award which may be earned in whole or in part upon attainment of performance criteria established
by the Administrator and which may be settled for cash, Shares or other securities or a combination of cash, Shares or other securities
as established by the Administrator.


 


      (cc)
"Plan" means this 2017 Equity Incentive Plan.


 


      (dd)
"Related Entity" means any Parent, Subsidiary and any business, corporation, partnership, limited liability company or
other entity in which the Company, a Parent or a Subsidiary holds a substantial ownership interest, directly or indirectly.


 


      (ee)
"Restricted Stock" means Shares issued under the Plan to the Grantee for such consideration, if any, and subject to such
restrictions on transfer, rights of first refusal, repurchase provisions, forfeiture provisions, and other terms and conditions
as established by the Administrator.


 


      (ff)
"Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act or any successor thereto.


 


      (gg)
"SAR" means a stock appreciation right entitling the Grantee to Shares or cash compensation, as established by the Administrator,
measured by appreciation in the value of Common Stock.


 


      (hh)
"Share" means a share of the Common Stock.


 






    


    


    

 


      (ii)
"Subsidiary" means a "subsidiary corporation", whether now or hereafter existing, as defined in Section 424(f)
of the Code.


 


      (jj)
"Related Entity Disposition" means the sale, distribution or other disposition by the Company of all or substantially
all of the Company's interests in any Related Entity effected by a sale, merger or consolidation or other transaction involving
that Related Entity or the sale of all or substantially all of the assets of that Related Entity.


 


  3. Stock Subject to the Plan.


 


      (a)
Subject to the provisions of Section 10, below, the maximum aggregate number of Shares which may be issued pursuant to all Awards
(including Incentive Stock Options) is 1,200,000 Shares. The Shares to be issued pursuant to Awards may be authorized, but unissued,
or reacquired Common Stock.


 


      (b)
Any Shares covered by an Award (or portion of an Award) which is forfeited or canceled, expires or is settled in cash, shall be
deemed not to have been issued for purposes of determining the maximum aggregate number of Shares which may be issued under the
Plan. If any unissued Shares are retained by the Company upon exercise of an Award in order to satisfy the exercise price for such
Award or any withholding taxes due with respect to such Award, such retained Shares subject to such Award shall become available
for future issuance under the Plan (unless the Plan has terminated). Shares that actually have been issued under the Plan pursuant
to an Award shall not be returned to the Plan and shall not become available for future issuance under the Plan, except that if
unvested Shares are forfeited, or repurchased by the Company at their original purchase price, such Shares shall become available
for future grant under the Plan.


 


4. Administration of the Plan.


 


      (a)
Plan Administrator.


 


            (i)
Administration with Respect to Directors and Officers. With respect to grants of Awards to Directors or Employees who are also
Officers or Directors of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated by the
Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws and to permit such grants and related
transactions under the Plan to be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed,
such Committee shall continue to serve in its designated capacity until otherwise directed by the Board.


 


            (ii)
Administration with Respect to Consultants and Other Employees. With respect to grants of Awards to Employees or Consultants who
are neither Directors nor Officers of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated
by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws. Once appointed, such Committee
shall continue to serve in its designated capacity until otherwise directed by the Board. The Board may authorize one or more Officers
to grant such Awards and may limit such authority as the Board determines from time to time. Except for the power to amend the
Plan as provided in Section 13 and except for determinations regarding Employees who are subject to Section 16 of the Exchange
Act or certain key Employees who are, or may become, as determined by the Board or the Committee, subject to Section 162(m) of
the Code compensation deductibility limit, and except as may otherwise be required under applicable stock exchange rules, the Board
or the Committee may delegate any or all of its duties, powers and authority under the Plan pursuant to such conditions or limitations
as the Board or the Committee may establish to any Officer or Officers of the Company


 


            (iii)
Administration Errors. In the event an Award is granted in a manner inconsistent with the provisions of this subsection, such Award
shall be presumptively valid as of its grant date to the extent permitted by Applicable Laws.


 






    


    


    

 


      (b)
Powers of the Administrator. Subject to Applicable Laws and the provisions of the Plan (including any other powers given to the
Administrator hereunder), and except as otherwise provided by the Board, the Administrator shall have the authority, in its discretion:


 


            (i)
to select the Employees, Directors and Consultants to whom Awards may be granted from time to time hereunder;


 


            (ii)
to determine whether and to what extent Awards are granted hereunder;




                          (iii) to determine the number of Shares or the amount
of other consideration to be covered by each Award granted hereunder;


 


            (iv)
to approve forms of Award Agreements for use under the Plan;


 


            (v)
to determine the terms and conditions of any Award granted hereunder;




                          (vi) to amend the terms of any outstanding Award granted
under the Plan, provided that any amendment that would adversely affect the Grantee's rights under an outstanding Award shall
not be made without the Grantee's written consent;


 


            (vii)
to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan, including without limitation, any notice
of Award or Award Agreement, granted pursuant to the Plan;


 


            (viii)
to establish additional terms, conditions, rules or procedures to accommodate the rules or laws of applicable foreign jurisdictions
and to afford Grantees favorable treatment under such laws; provided, however, that no Award shall be granted under any such
additional terms, conditions, rules or procedures with terms or conditions which are inconsistent with the provisions of the Plan;
and


 


            (ix)
to take such other action, not inconsistent with the terms of the Plan, as the Administrator deems appropriate.


 


      (c)
Effect of Administrator's Decision. All decisions, determinations and interpretations of the Administrator shall be conclusive
and binding on all persons.


 


5. Eligibility, Awards other than Incentive Stock Options may
be granted to Employees, Directors and Consultants. Incentive Stock Options may be granted only to Employees of the Company, a
Parent or a Subsidiary. An Employee, Director or Consultant who has been granted an Award may, if otherwise eligible, be granted
additional Awards. Awards may be granted to Employees, Directors or Consultants who are residing in foreign jurisdictions.


 


6. Terms and Conditions of Awards.


 


      (a)
Type of Awards. The Administrator is authorized under the Plan to award any type of arrangement to an Employee, Director or Consultant
that is not inconsistent with the provisions of the Plan and that by its terms involves or might involve the issuance of (i) Shares,
(ii) an Option, a SAR or similar right with a fixed or variable price related to the Fair Market Value of the Shares and with an
exercise or conversion privilege related to the passage of time, the occurrence of one or more events, or the satisfaction of performance
criteria or other conditions, or (iii) any other security with the value derived from the value of the Shares. Such awards include,
without limitation, Options, SARs, sales or bonuses of Restricted Stock, Dividend Equivalent Rights, Performance Units or Performance
Shares, and an Award may consist of one such security or benefit, or two (2) or more of them in any combination or alternative.


 






    


    


    

 


     (b) Designation
of Award. Each Award shall be designated in the Award Agreement. In the case of an Option, the Option shall be designated as either
an Incentive Stock Option or a Non-Qualified Stock Option. However, notwithstanding such designation, to the extent that the aggregate
Fair Market Value of Shares subject to Options designated as Incentive Stock Options which become exercisable for the first time
by a Grantee during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess
Options, to the extent of the Shares covered thereby in excess of the foregoing limitation, shall be treated as Non-Qualified Stock
Options. For this purpose, 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 date the Option with respect to such Shares is granted.


 


      (c)
Conditions of Award. Subject to the terms of the Plan, the Administrator shall determine the provisions, terms, and conditions
of each Award including, but not limited to, the Award vesting schedule, repurchase provisions, rights of first refusal, forfeiture
provisions, form of payment (cash, Shares, or other consideration, including cashless exercise) upon settlement of the Award, payment
contingencies, and satisfaction of any performance criteria. The performance criteria established by the Administrator may be based
on any one of, or combination of, increase in share price, earnings per share, total stockholder return, return on equity, return
on assets, return on investment, net operating income, cash flow, revenue, economic value added, personal management objectives,
or other measure of performance selected by the Administrator. Partial achievement of the specified criteria may result in a partial
payment or vesting as specified in the Award Agreement.


 


      (d)
Acquisitions and Other Transactions. The Administrator may issue Awards under the Plan in settlement, assumption or substitution
for, outstanding awards or obligations to grant future awards in connection with the Company or a Related Entity acquiring another
entity, an interest in another entity or an additional interest in a Related Entity whether by merger, stock purchase, asset purchase
or other form of transaction.


 


      (e)
Deferral of Award Payment. The Administrator may establish one or more programs under the Plan to permit selected Grantees the
opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other
event that absent the election would entitle the Grantee to payment or receipt of Shares or other consideration under an Award.
The Administrator may establish the election procedures, the timing of such elections, the mechanisms for payments of, and accrual
of interest or other earnings, if any, on amounts, Shares or other consideration so deferred, and such other terms, conditions,
rules and procedures that the Administrator deems advisable for the administration of any such deferral program.


 


      (f)
Award Exchange Programs. The Administrator may establish one or more programs under the Plan to permit selected Grantees to exchange
an Award under the Plan for one or more other types of Awards under the Plan on such terms and conditions as determined by the
Administrator from time to time.


 


     (g) Separate
Programs. The Administrator may establish one or more separate programs under the Plan for the purpose of issuing particular forms
of Awards to one or more classes of Grantees on such terms and conditions as determined by the Administrator from time to time.


 


      (h)
Early Exercise. The Award Agreement may, but need not, include a provision whereby the Grantee may elect at any time while an Employee,
Director or Consultant to exercise any part or all of the Award prior to full vesting of the Award. Any unvested Shares received
pursuant to such exercise may be subject to a repurchase right in favor of the Company or a Related Entity or to any other restriction
the Administrator determines to be appropriate.


 


      (i)
Term of Award. The term of each Award shall be the term stated in the Award Agreement, provided, however, that the term of an Incentive
Stock Option shall be no more than ten (10) years from the date of grant thereof. However, in the case of an Incentive Stock Option
granted to a Grantee who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting
power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option shall be five
(5) years from the date of grant thereof or such shorter term as may be provided in the Award Agreement.


 






    


    


    

 


      (j)
Transferability of Awards. Except as otherwise provided in this Section, all Awards under the Plan shall be nontransferable and
shall not be assignable, alienable, saleable or otherwise transferable by the Grantee other than by will or the laws of descent
and distribution except pursuant to a domestic relations order entered by a court of competent jurisdiction. Notwithstanding the
preceding sentence, the Board or the Committee may provide that any Award of Non-Qualified Stock Options may be transferable by
the recipient to family members or family trusts established by the Grantee. The Board or the Committee may also provide that,
in the event that a Grantee terminates employment with the Company to assume a position with a governmental, charitable, educational
or similar non-profit institution, a third party, including but not limited to a "blind" trust, may be authorized by
the Board or the Committee to act on behalf of and for the benefit of the respective Grantee with respect to any outstanding Awards.
Except as otherwise provided in this Section, during the life of the Grantee, Awards under the Plan shall be exercisable only by
him or her except as otherwise determined by the Board or the Committee. In addition, if so permitted by the Board or the Committee,
a Grantee may designate a beneficiary or beneficiaries to exercise the rights of the Grantee and receive any distributions under
the Plan upon the death of the Grantee.


 


      (k)
Time of Granting Awards. The date of grant of an Award shall for all purposes be the date on which the Administrator makes the
determination to grant such Award, or such other date as is determined by the Administrator. Notice of the grant determination
shall be given to each Employee, Director or Consultant to whom an Award is so granted within a reasonable time after the date
of such grant.


 


 7. Award Exercise or Purchase Price, Consideration, Taxes
and Reload Options.


 


      (a)
Exercise or Purchase Price. The exercise or purchase price, if any, for an Award shall be as follows:


 


           (i)
In the case of an Incentive Stock Option: (A) granted to an Employee who, at the time of the grant of such Incentive Stock Option
owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price shall be not less than one hundred ten percent (110%) of the Fair Market Value per Share
on the date of grant; or (B) granted to any Employee other than an Employee described in the preceding clause, the per Share exercise
price shall be not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.


 


            (ii)
In the case of a Non-Qualified Stock Option, the per Share exercise price shall be not less than one hundred percent (100%) of
the Fair Market Value per Share on the date of grant unless otherwise determined by the Administrator.


 


            (iii)
In the case of other Awards, such price as is determined by the Administrator.


 


            (iv)
Notwithstanding the foregoing provisions of this Section 7(a),in the case of an Award issued pursuant to Section 6(d), above, the
exercise or purchase price for the Award shall be determined in accordance with the principles of Section 424(a) of the Code.


 


      (b)
Consideration. Subject to Applicable Laws, the consideration to be paid for the Shares to be issued upon exercise or purchase of
an Award including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option,
shall be determined at the time of grant). In addition to any other types of consideration the Administrator may determine, the
Administrator is authorized to accept as consideration for Shares issued under the Plan the following, provided that the portion
of the consideration equal to the par value of the Shares must be paid in cash or other legal consideration permitted by the applicable
laws of the jurisdiction in which the Company is then incorporated.


 


            (i)
cash;


 


            (ii)
check;


 


            (iii)
delivery of Grantee's promissory note with such recourse, interest, security, and redemption provisions as the Administrator determines
is appropriate;


 






    


    


    

 


            (iv)
surrender of Shares or delivery of a properly executed form of attestation of ownership of Shares as the Administrator may require
including withholding of Shares otherwise deliverable upon exercise of the Award) which have a Fair Market Value on the date of
surrender or attestation equal to the aggregate exercise price of the Shares as to which said Award shall be exercised (but only
to the extent that such exercise of the Award would not result in an accounting compensation charge with respect to the Shares
used to pay the exercise price unless otherwise determined by the Administrator);


 


            (v)
with respect to options, payment through a broker-dealer sale and remittance procedure pursuant to which the Grantee (A) shall
provide written instructions to a Company designated brokerage firm to effect the immediate sale of some or all of the purchased
Shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate
exercise price payable for the purchased Shares and (B) shall provide written directives to the Company to deliver the certificates
for the purchased Shares directly to such brokerage firm in order to complete the sale transaction; or


 


            (vi)
with respect to options provided there is then an established market for the Common Stock, by a “cashless exercise”
as a result of which the Grantee shall be entitled to receive that number of shares of Common Stock equal to the quotient of (i)
the number of Options surrendered for exercise and (ii) the difference between the Fair Market Value (determined in accordance
with clause (i) of Section 2(t) hereof) and the exercise price of the Option, in which case the number of Options surrendered for
exercise shall be cancelled;


 


              (vii)
any combination of the foregoing methods of payment.


 


      (c)
Taxes. No Shares shall be delivered under the Plan to any Grantee or other person until such Grantee or other person has made arrangements
acceptable to the Administrator for the satisfaction of any foreign, federal, state, or local income and employment tax withholding
obligations, including, without limitation, obligations incident to the receipt of Shares or the disqualifying disposition of Shares
received on exercise of an Incentive Stock Option. Upon exercise of an Award, the Company shall withhold or collect from Grantee
an amount sufficient to satisfy such tax obligations.


 


      (d)
Reload Options. In the event the exercise price or tax withholding of an Option is satisfied by the Company or the Grantee's employer
withholding Shares otherwise deliverable to the Grantee, the Administrator may issue the Grantee an additional Option, with terms
identical to the Award Agreement under which the Option was exercised, but at an exercise price as determined by the Administrator
in accordance with the Plan.


 


8. Exercise of Award.


 


      (a)
Procedure for Exercise; Rights as a Stockholder.


 


            (i)
Any Award granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator under
the terms of the Plan and specified in the Award Agreement.


 


            (ii)
An Award shall be deemed to be exercised upon the later of (x) receipt by the Company of written notice of such exercise in accordance
with the terms of the Award by the person entitled to exercise the Award and (y) full payment for the Shares with respect to which
the Award is exercised, including, to the extent selected, use of the broker-dealer sale and remittance procedure to pay the purchase
price as provided in Section 7(b)(v).


 


            (iii)
Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of
the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder
shall exist with respect to Shares subject to an Award, notwithstanding the exercise of an Option or other Award. The Company shall
issue (or cause to be issued) such stock certificate promptly upon exercise of the Award. No adjustment will be made for a dividend
or other right for which the record date is prior to the date the stock certificate is issued, except as provided in the Award
Agreement or Section 10, below.


 






    


    


    

 


      (b) Exercise of Award Following Termination of Continuous Service.


 


            (i)
An Award may not be exercised after the termination date of such Award set forth in the Award Agreement and may be exercised following
the termination of a Grantee's Continuous Service only to the extent provided in the Award Agreement.


 


            (ii)
Where the Award Agreement permits a Grantee to exercise an Award following the termination of the Grantee's Continuous Service
for a specified period, the Award shall terminate to the extent not exercised on the last day of the specified period or the last
day of the original term of the Award, whichever occurs first.


 


            (iii)
Any Award designated as an Incentive Stock Option to the extent not exercised within the time permitted by law for the exercise
of Incentive Stock Options following the termination of a Grantee's Continuous Service shall convert automatically to a Non-Qualified
Stock Option and thereafter shall be exercisable as such to the extent exercisable by its terms for the period specified in the
Award Agreement.


 


      (c)
Buyout Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares, an Award previously granted,
based on such terms and conditions as the Administrator shall establish and communicate to the Grantee at the time that such offer
is made.


 


9. Conditions Upon Issuance of Shares.


 


      (a)
Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery
of such Shares pursuant thereto shall comply with all Applicable Laws, and shall be further subject to the approval of counsel
for the Company with respect to such compliance.


 


      (b)
As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at
the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell
or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any Applicable Laws.


 


10. Adjustments Upon Changes in Capitalization. Subject to any
required action by the stockholders of the Company, the Administrator may, in its discretion, proportionately adjust the number
of Shares covered by each outstanding Award, and the number of Shares which have been authorized for issuance under the Plan but
as to which no Awards have yet been granted or which have been returned to the Plan, the exercise or purchase price of each such
outstanding Award, as well as any other terms that the Administrator determines require adjustment for (a) any increase or decrease
in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification
of the Shares, (b) any other increase or decrease in the number of issued Shares effected without receipt of consideration by the
Company, or (c) as the Administrator may determine in its discretion, any other transaction with respect to Common Stock to which
Section 424(a) of the Code applies; provided, however that conversion of any convertible securities of the Company shall not be
deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Administrator and
its determination shall be final, binding and conclusive. Except as the Administrator determines, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason
hereof shall be made with respect to, the number or price of Shares subject to an Award.


 


11. Corporate Transactions and Related Entity Dispositions.
Except as may be provided in an Award Agreement:


 


      (a)
The Administrator shall have the authority, exercisable either in advance of any actual or anticipated Corporate Transaction or
Related Entity Disposition or at the time of an actual Corporate Transaction or Related Entity Disposition and exercisable at the
time of the grant of an Award under the Plan or any time while an Award remains outstanding, to provide for the full automatic
vesting and exercisability of one or more outstanding unvested Awards under the Plan and the release from restrictions on transfer
and repurchase or forfeiture rights of such  Awards in connection with a Corporate Transaction or Related Entity Disposition,
on such terms and conditions as the Administrator may specify. The Administrator also shall have the authority to condition any
such Award vesting and exercisability or release from such limitations upon the subsequent termination of the Continuous Service
of the Grantee within a specified period following the effective date of the Corporate Transaction or Related Entity Disposition.
Effective upon the consummation of a Corporate Transaction or Related Entity Disposition, all outstanding Awards under the Plan,
shall remain fully exercisable until the expiration or sooner termination of the Award.


 






    


    


    

 


      (b)
The portion of any Incentive Stock Option accelerated under this Section 11 in connection with a Corporate Transaction or Related
Entity Disposition shall remain exercisable as an Incentive Stock Option under the Code only to the extent the $ 100,000 dollar
limitation of Section 422(d) of the Code is not exceeded. To the extent such dollar limitation is exceeded, the accelerated excess
portion of such Option shall be exercisable as a Non-Qualified Stock Option.


 


12. Effective Date and Term of Plan. The Plan shall become effective
upon the earlier to occur of its adoption by the Board or its approval by the stockholders of the Company. It shall continue in
effect for a term of ten (10) years unless sooner terminated. Subject to Section 13 below, and Applicable Laws, Awards may be granted
under the Plan upon its becoming effective.


 


13. Amendment, Suspension or Termination of the Plan.


 


      (a)
The Board may at any time amend, suspend or terminate the Plan. To the extent necessary to comply with Applicable Laws, the Company
shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as required.


 


      (b)
No Award may be granted during any suspension of the Plan or after termination of the Plan.


 


      (c)
Any amendment, suspension or termination of the Plan (including termination of the Plan under Section 12, above) shall not affect
Awards already granted, and such Awards shall remain in full force and effect as if the Plan had not been amended, suspended or
terminated, unless mutually agreed otherwise between the Grantee and the Administrator, which agreement must be in writing and
signed by the Grantee and the Company.


 


14. Reservation of Shares.


 


      (a)
The Company, during the term of the Plan, will at all times reserve and keep available such number of Shares as shall be sufficient
to satisfy the requirements of the Plan.


 


      (b)
The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the
Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability
in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.


 


15. No Effect on Terms of Employment/Consulting Relationship.
The Plan shall not confer upon any Grantee any right with respect to the Grantee's Continuous Service, nor shall it interfere in
any way with his or her right or the Company's right to terminate the Grantee's Continuous Service at any time, with or without
cause.


 


16. Unfunded Plan. Unless otherwise determined by the Board
or the Committee, the Plan shall be unfunded and shall not create (or construed to create) a trust or a separate fund or funds.
The Plan shall not establish any fiduciary relationship between the Company and any Grantee or other person. To the extent any
person holds any rights by virtue of an Award granted under the Plan, such right (unless otherwise determined by the Board or the
Committee) shall be no greater than the right of an unsecured general creditor of the Company.


 






    


    


    

 


17. No Effect on Retirement and Other Benefit Plans. Except
as specifically provided in a retirement or other benefit plan of the Company or a Related Entity, Awards shall not be deemed compensation
for purposes of computing benefits or contributions under any retirement plan of the Company or a Related Entity, and shall not
affect any benefits under any other benefit plan of any kind or any benefit plan subsequently instituted under which the availability
or amount of benefits is related to level of compensation. The Plan is not a "Retirement Plan" or "Welfare Plan"
under the Employee Retirement Income Security Act of 1974, as amended.


 


18. Stockholder Approval. The grant of Incentive Stock Options
under the Plan shall be subject to approval by the stockholders of the Company within twelve (12) months before or after the date
the Plan is adopted by the Board excluding Incentive Stock Options issued in substitution for outstanding Incentive Stock Options
pursuant to Section 424(a) of the Code. Such stockholder approval shall be obtained in the degree and manner required under Applicable
Laws. The Administrator may grant Incentive Stock Options under the Plan prior to approval by the stockholders, but until such
approval is obtained, no such Incentive Stock Option shall be exercisable. In the event that stockholder approval is not obtained
within the twelve (12) month period provided above, all Incentive Stock Options previously granted under the Plan shall be exercisable
as Non-Qualified Stock Options.