Exhibit 10.1


 


AYTU BIOSCIENCE, INC.


 


2015 STOCK OPTION AND INCENTIVE PLAN


 


		SECTION 1.	GENERAL PURPOSE OF THE PLAN; DEFINITIONS



 


The name of the plan is the Aytu Bioscience,
Inc. 2015 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers,
employees, Non-Employee Directors and Consultants of Aytu Bioscience, Inc. (the “Company”) and its Subsidiaries upon
whose judgment, initiative and efforts the Company largely depends for the successful conduct of its businesses to acquire a proprietary
interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will
assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts
on the Company’s behalf and strengthening their desire to remain with the Company.


 


The following terms shall be defined as
set forth below:


 


“Act” means the Securities
Act of 1933, as amended, and the rules and regulations thereunder.


 


“Administrator” means
either the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation
committee and which is comprised of not less than two Non-Employee Directors who are independent.


 


“Award” or “Awards,”
except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards, Cash-Based Awards,
Performance Share Awards and Dividend Equivalent Rights.


 


“Award Certificate” means
a written or electronic document setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award
Certificate is subject to the terms and conditions of the Plan.


 


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


 


“Cash-Based Award” means
an Award entitling the recipient to receive a cash-denominated payment.


 


“Code” means the Internal
Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.


 


“Consultant” means any
natural person that provides bona fide services to the Company, and such services are not in connection with the offer or sale
of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s
securities.


 






    	 



     


    

 


“Covered Employee” means
an employee who is a “Covered Employee” within the meaning of Section 162(m) of the Code.


 


“Dividend Equivalent Right”
means an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock
specified in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued to and held by the
grantee.


 


“Effective Date” means
the date on which the Plan is approved by stockholders as set forth in Section 21.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 


“Fair Market Value” of
the Stock on any given date means the fair market value of the Stock determined in good faith by the Administrator; provided, however,
that if the Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”),
NASDAQ Global Market or another national securities exchange, the determination shall be made by reference to market quotations.
If there are no market quotations for such date, the determination shall be made by reference to the last date preceding such date
for which there are market quotations.


 


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


 


“Non-Employee Director”
means a member of the Board who is not also an employee of the Company or any Subsidiary.


 


“Non-Qualified Stock Option”
means any Stock Option that is not an Incentive Stock Option.


 


“Option” or “Stock
Option” means any option to purchase shares of Stock granted pursuant to Section 5.


 


“Performance-Based Award”
means any Restricted Stock Award, Restricted Stock Units, Performance Share Award or Cash-Based Award granted to a Covered Employee
that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code and the regulations
promulgated thereunder.


 


“Performance Criteria”
means the criteria that the Administrator selects for purposes of establishing the Performance Goal or Performance Goals for an
individual for a Performance Cycle. The Performance Criteria (which shall be applicable to the organizational level specified by
the Administrator, including, but not limited to, the Company or a unit, division, group, or Subsidiary of the Company) that will
be used to establish Performance Goals are limited to the following: achievement of research and development, publication, clinical
and/or regulatory milestones, total shareholder return, earnings before interest, taxes, depreciation and amortization, net income
(loss) (either before or after interest, taxes, depreciation and/or amortization), changes in the market price of the Stock, economic
value-added, funds from operations or similar measure, sales or revenue, acquisitions or strategic transactions, operating income
(loss), cash flow (including, but not limited to, operating cash flow and free cash flow), return on capital, assets, equity, or
investment, return on sales, gross or net profit levels, productivity, expense, margins, operating efficiency, customer satisfaction,
working capital, earnings (loss) per share of Stock, sales or market shares and number of customers, any of which may be measured
either in absolute terms or as compared to any incremental increase or as compared to results of a peer group. The Committee may
appropriately adjust any evaluation performance under a Performance Criterion to exclude any of the following events that occurs
during a Performance Cycle: (i) asset write-downs or impairments, (ii) litigation or claim judgments or settlements, (iii) the
effect of changes in tax law, accounting principles or other such laws or provisions affecting reporting results, (iv) accruals
for reorganizations and restructuring programs, (v) any extraordinary non-recurring items, including those described in the Financial
Accounting Standards Board’s authoritative guidance and/or in management’s discussion and analysis of financial condition
of operations appearing the Company’s annual report to stockholders for the applicable year, and (vi) any other extraordinary
items adjusted from the Company U.S. GAAP results.


 






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“Performance Cycle” means
one or more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the
attainment of one or more Performance Criteria will be measured for the purpose of determining a grantee’s right to and the
payment of a Restricted Stock Award, Restricted Stock Units, Performance Share Award or Cash-Based Award, the vesting and/or payment
of which is subject to the attainment of one or more Performance Goals. Each such period shall not be less than 12 months.


 


“Performance Goals” means,
for a Performance Cycle, the specific goals established in writing by the Administrator for a Performance Cycle based upon the
Performance Criteria.


 


“Performance Share Award”
means an Award entitling the recipient to acquire shares of Stock upon the attainment of specified performance goals.


 


“Restricted Shares” means
the shares of Stock underlying a Restricted Stock Award that remain subject to a risk of forfeiture or the Company’s right
of repurchase.


 


“Restricted Stock Award”
means an Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time
of grant.


 


“Restricted Stock Units”
means an Award of stock units subject to such restrictions and conditions as the Administrator may determine at the time of grant.


 


“Sale Event” shall mean
(i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity,
(ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and
outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock
or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion
of such transaction, (iii) the sale of all of the Stock of the Company to an unrelated person, entity or group thereof acting in
concert, or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to
such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately
upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.


 






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“Sale Price” means the
value as determined by the Administrator of the consideration payable, or otherwise to be received by stockholders, per share of
Stock pursuant to a Sale Event.


 


“Section 409A” means
Section 409A of the Code and the regulations and other guidance promulgated thereunder.


 


“Stock” means the Common
Stock, par value $0.0001 per share, of the Company, subject to adjustments pursuant to Section 3.


 


“Stock Appreciation Right”
means an Award entitling the recipient to receive shares of Stock having a value equal to the excess of the Fair Market Value of
the Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of
Stock with respect to which the Stock Appreciation Right shall have been exercised.


 


“Subsidiary” means any
corporation or other entity (other than the Company) in which the Company has at least a 50 percent interest, either directly or
indirectly.


 


“Ten Percent Owner” means
an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent
of the combined voting power of all classes of stock of the Company or any parent or subsidiary corporation.


 


“Unrestricted Stock Award”
means an Award of shares of Stock free of any restrictions.


 


		SECTION 2.	ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE
AWARDS



 


(a)           Administration of Plan. The Plan shall be administered by the Administrator.


 


(b)           Powers of Administrator. The Administrator shall have the power and authority to grant Awards consistent with the
terms of the Plan, including the power and authority:


 


(i)           to select the individuals to whom Awards may from time to time be granted;


 


(ii)           to determine the time or times of grant, and the extent, if any, of Incentive Stock Options, Non-Qualified Stock Options,
Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Unrestricted Stock Awards, Cash-Based Awards, Performance
Share Awards and Dividend Equivalent Rights, or any combination of the foregoing, granted to any one or more grantees;


 


(iii)           to determine the number of shares of Stock to be covered by any Award;


 


(iv)           to determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms
of the Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the forms
of Award Certificates;


 






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(v)           to accelerate at any time the exercisability or vesting of all or any portion of any Award;


 


(vi)           subject to the provisions of Section 5(c), to extend at any time the period in which Stock Options may be exercised;
and


 


(vii)           at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own
acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related
written instruments); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes
arising in connection with the Plan; and to otherwise supervise the administration of the Plan.


 


All decisions and interpretations of the
Administrator shall be binding on all persons, including the Company and Plan grantees.


 


(c)           Delegation of Authority to Grant Awards. Subject to applicable law, the Administrator, in its discretion, may delegate
to the Chief Executive Officer of the Company all or part of the Administrator’s authority and duties with respect to the
granting of Awards to individuals who are (i) not subject to the reporting and other provisions of Section 16 of the Exchange
Act and (ii) not Covered Employees. Any such delegation by the Administrator shall include a limitation as to the amount of Stock
underlying Awards that may be granted during the period of the delegation and shall contain guidelines as to the determination
of the exercise price and the vesting criteria. The Administrator may revoke or amend the terms of a delegation at any time but
such action shall not invalidate any prior actions of the Administrator’s delegate or delegates that were consistent with
the terms of the Plan.


 


(d)           Award Certificate. Awards under the Plan shall be evidenced by Award Certificates that set forth the terms, conditions
and limitations for each Award which may include, without limitation, the term of an Award and the provisions applicable in the
event employment or service terminates.


 


(e)           Indemnification. Neither the Board nor the Administrator, nor any member of either or any delegate thereof, shall
be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan,
and the members of the Board and the Administrator (and any delegate thereof) shall be entitled in all cases to indemnification
and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’
fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Company’s articles or bylaws
or any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification
agreement between such individual and the Company.


 


(f)           Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the
laws in other countries in which the Company and its Subsidiaries operate or have employees or other individuals eligible for Awards,
the Administrator, in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries shall be covered
by the Plan; (ii) determine which individuals outside the United States are eligible to participate in the Plan; (iii) modify the
terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; (iv)
establish subplans and modify exercise procedures and other terms and procedures, to the extent the Administrator determines such
actions to be necessary or advisable (and such subplans and/or modifications shall be attached to this Plan as appendices); provided,
however, that no such subplans and/or modifications shall increase the share limitations contained in Section 3(a) hereof; and
(v) take any action, before or after an Award is made, that the Administrator determines to be necessary or advisable to obtain
approval or comply with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Administrator
may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other applicable
United States securities law, the Code, or any other applicable United States governing statute or law.


 






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		SECTION 3.	STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION



 


(a)           Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be
three million (3,000,000) shares, subject to adjustment as provided in this Section 3. For purposes of this limitation, the
shares of Stock underlying any Awards that are forfeited, canceled, held back upon exercise of an Option or settlement of an Award
to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Stock
or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the Plan.
In the event the Company repurchases shares of Stock on the open market, such shares shall not be added to the shares of Stock
available for issuance under the Plan. Subject to such overall limitations, shares of Stock may be issued up to such maximum number
pursuant to any type or types of Award; provided, however, that Stock Options or Stock Appreciation Rights with respect to no more
than two million (2,000,000) shares of Stock may be granted to any one individual grantee during any one calendar year period,
and no more than three million (3,000,000) shares of the Stock may be issued in the form of Incentive Stock Options. The shares
available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.


 


(b)           Effect of Awards. The grant of an Award shall be deemed, for purposes of determining the number of shares of Stock
available for issuance under Section 3(a), as an Award for one share of Stock for each such share of Stock actually subject to
the Award. Any forfeitures, cancellations or other terminations (other than by exercise) of such Awards shall be returned to the
reserved pool of shares of Stock under the Plan in the same manner.


 


(c)           Changes in Stock. Subject to Section 3(d) hereof, if, as a result of any reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding
shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the
Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed
with respect to such shares of Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially
all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company
or any successor entity (or a parent or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment
in (i) the maximum number of shares reserved for issuance under the Plan, including the maximum number of shares that may be issued
in the form of Incentive Stock Options, (ii) the number of Stock Options or Stock Appreciation Rights that can be granted to any
one individual grantee and the maximum number of shares that may be granted under a Performance-Based Award, (iii) the number and
kind of shares or other securities subject to any then outstanding Awards under the Plan, (iv) the repurchase price, if any, per
share subject to each outstanding Restricted Stock Award, and (v) the exercise price for each share subject to any then outstanding
Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price
multiplied by the number of Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation
Rights remain exercisable. The Administrator shall also make equitable or proportionate adjustments in the number of shares subject
to outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration cash dividends paid
other than in the ordinary course or any other extraordinary corporate event. The adjustment by the Administrator shall be final,
binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the
Administrator in its discretion may make a cash payment in lieu of fractional shares.


 






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(d)           Mergers and Other Transactions. In the case of and subject to the consummation of a Sale Event, the parties thereto
may cause the assumption or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards
with new Awards of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and,
if appropriate, the per share exercise prices, as such parties shall agree. To the extent the parties to such Sale Event do not
provide for the assumption, continuation or substitution of Awards, upon the effective time of the Sale Event, the Plan and all
outstanding Awards granted hereunder shall terminate. In such case, except as may be otherwise provided in the relevant Award Certificate,
all Options and Stock Appreciation Rights that are not exercisable immediately prior to the effective time of the Sale Event shall
become fully exercisable as of the effective time of the Sale Event, all other Awards with time-based vesting, conditions or restrictions
shall become fully vested and nonforfeitable as of the effective time of the Sale Event, and all Awards with conditions and restrictions
relating to the attainment of performance goals may become vested and nonforfeitable in connection with a Sale Event in the Administrator’s
discretion or to the extent specified in the relevant Award Certificate. In the event of such termination, (i) the Company shall
have the option (in its sole discretion) to make or provide for a cash payment to the grantees holding Options and Stock Appreciation
Rights, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the Sale Price multiplied by
the number of shares of Stock subject to outstanding Options and Stock Appreciation Rights (to the extent then exercisable at prices
not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding Options and Stock Appreciation Rights;
or (ii) each grantee shall be permitted, within a specified period of time prior to the consummation of the Sale Event as determined
by the Administrator, to exercise all outstanding Options and Stock Appreciation Rights (to the extent then exercisable) held by
such grantee.


 


(e)           In the event that the Company effects
a reverse stock split prior to November 14, 2018, in accordance with shareholder approval granted on July 26, 2018, immediately
after the effective time of such reverse stock split, (i) the maximum number of shares of Stock reserved and available for issuance
under the Plan shall be automatically increased to three million (3,000,000) shares, subject to adjustment as provided in this
Section 3, (ii) the maximum number of shares of Stock that may be issued pursuant to any type or types of Award shall be automatically
increased to three million (3,000,000) shares, (iii) the number of shares that may be granted to any one individual grantee during
any one calendar year period as Stock Options or Stock Appreciation Rights shall be automatically increased to two million (2,000,000)
shares of Stock, and (iv) the number of shares of Stock that may be issued in the form of Incentive Stock Options shall be automatically
increased to three million (3,000,000) shares of Stock.


 






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		SECTION 4.	ELIGIBILITY



 


Grantees under the Plan will be such full
or part-time officers and other employees, Non-Employee Directors and Consultants of the Company and its Subsidiaries as are selected
from time to time by the Administrator in its sole discretion.


 


		SECTION 5.	STOCK OPTIONS



 


(a)           Award of Stock Options. The Administrator may grant Stock Options under the Plan. Any Stock Option granted under
the Plan shall be in such form as the Administrator may from time to time approve.


 


Stock Options granted under the Plan may
be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees of the
Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code.
To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option.


 


Stock Options granted pursuant to this Section 5
shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent
with the terms of the Plan, as the Administrator shall deem desirable. If the Administrator so determines, Stock Options may be
granted in lieu of cash compensation at the optionee’s election, subject to such terms and conditions as the Administrator
may establish.


 


(b)           Exercise Price. The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5
shall be determined by the Administrator at the time of grant but shall not be less than 100 percent of the Fair Market Value on
the date of grant. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the option price of such Incentive
Stock Option shall be not less than 110 percent of the Fair Market Value on the grant date.


 


(c)           Option Term. The term of each Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable
more than ten years after the date the Stock Option is granted. In the case of an Incentive Stock Option that is granted to a Ten
Percent Owner, the term of such Stock Option shall be no more than five years from the date of grant.


 


(d)           Exercisability; Rights of a Stockholder. Stock Options shall become exercisable at such time or times, whether or
not in installments, as shall be determined by the Administrator at or after the grant date. The Administrator may at any time
accelerate the exercisability of all or any portion of any Stock Option. An optionee shall have the rights of a stockholder only
as to shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options.


 






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(e)           Method of Exercise. Stock Options may be exercised in whole or in part, by giving written or electronic notice of
exercise to the Company, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more
of the following methods except to the extent otherwise provided in the Option Award Certificate:


 


(i)           In cash, by certified or bank check or other instrument acceptable to the Administrator;


 


(ii)           Through the delivery (or attestation to the ownership following such procedures as the Company may prescribe) of shares
of Stock that are not then subject to restrictions under any Company plan. Such surrendered shares shall be valued at Fair Market
Value on the exercise date;


 


(iii)           By the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to
a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided
that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with
such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition
of such payment procedure; or


 


(iv)           With respect to Stock Options that are not Incentive Stock Options, by a “net exercise” arrangement pursuant
to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with
a Fair Market Value that does not exceed the aggregate exercise price.


 


Payment instruments will be received subject to collection.
The transfer to the optionee on the records of the Company or of the transfer agent of the shares of Stock to be purchased pursuant
to the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser acting in his stead in accordance
with the provisions of the Stock Option) by the Company of the full purchase price for such shares and the fulfillment of any other
requirements contained in the Option Award Certificate or applicable provisions of laws (including the satisfaction of any withholding
taxes that the Company is obligated to withhold with respect to the optionee). In the event an optionee chooses to pay the purchase
price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the optionee
upon the exercise of the Stock Option shall be net of the number of attested shares. In the event that the Company establishes,
for itself or using the services of a third party, an automated system for the exercise of Stock Options, such as a system using
an internet website or interactive voice response, then the paperless exercise of Stock Options may be permitted through the use
of such an automated system.


 


(f)           Annual Limit on Incentive Stock Options. To the extent required for “incentive stock option” treatment
under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock
with respect to which Incentive Stock Options granted under this Plan and any other plan of the Company or its parent and subsidiary
corporations become exercisable for the first time by an optionee during any calendar year shall not exceed $100,000. To the extent
that any Stock Option exceeds this limit, it shall constitute a Non-Qualified Stock Option.


 






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		SECTION 6.	STOCK APPRECIATION RIGHTS



 


(a)           Award of Stock Appreciation Rights. The Administrator may grant Stock Appreciation Rights under the Plan. A Stock
Appreciation Right is an Award entitling the recipient to receive shares of Stock having a value equal to the excess of the Fair
Market Value of a share of Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by
the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised.


 


(b)           Exercise Price of Stock Appreciation Rights. The exercise price of a Stock Appreciation Right shall not be less than
100 percent of the Fair Market Value of the Stock on the date of grant.


 


(c)           Grant and Exercise of Stock Appreciation Rights. Stock Appreciation Rights may be granted by the Administrator independently
of any Stock Option granted pursuant to Section 5 of the Plan.


 


(d)           Terms and Conditions of Stock Appreciation Rights. Stock Appreciation Rights shall be subject to such terms and conditions
as shall be determined from time to time by the Administrator. The term of a Stock Appreciation Right may not exceed ten years.


 


		SECTION 7.	RESTRICTED STOCK AWARDS



 


(a)           Nature of Restricted Stock Awards. The Administrator may grant Restricted Stock Awards under the Plan. A Restricted
Stock Award is any Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at
the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established
performance goals and objectives. The terms and conditions of each such Award Certificate shall be determined by the Administrator,
and such terms and conditions may differ among individual Awards and grantees.


 


(b)           Rights as a Stockholder. Upon the grant of the Restricted Stock Award and payment of any applicable purchase price,
a grantee shall have the rights of a stockholder with respect to the voting of the Restricted Shares and receipt of dividends;
provided that if the lapse of restrictions with respect to the Restricted Stock Award is tied to the attainment of performance
goals, any dividends paid by the Company during the performance period shall accrue and shall not be paid to the grantee until
and to the extent the performance goals are met with respect to the Restricted Stock Award. Unless the Administrator shall otherwise
determine, (i) uncertificated Restricted Shares shall be accompanied by a notation on the records of the Company or the transfer
agent to the effect that they are subject to forfeiture until such Restricted Shares are vested as provided in Section 7(d) below,
and (ii) certificated Restricted Shares shall remain in the possession of the Company until such Restricted Shares are vested as
provided in Section 7(d) below, and the grantee shall be required, as a condition of the grant, to deliver to the Company
such instruments of transfer as the Administrator may prescribe.


 






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(c)           Restrictions. Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed
of except as specifically provided herein or in the Restricted Stock Award Certificate. Except as may otherwise be provided by
the Administrator either in the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, if a grantee’s
employment (or other service relationship) with the Company and its Subsidiaries terminates for any reason, any Restricted Shares
that have not vested at the time of termination shall automatically and without any requirement of notice to such grantee from
or other action by or on behalf of, the Company be deemed to have been reacquired by the Company at its original purchase price
(if any) from such grantee or such grantee’s legal representative simultaneously with such termination of employment (or
other service relationship), and thereafter shall cease to represent any ownership of the Company by the grantee or rights of the
grantee as a stockholder. Following such deemed reacquisition of Restricted Shares that are represented by physical certificates,
a grantee shall surrender such certificates to the Company upon request without consideration.


 


(d)           Vesting of Restricted Shares. The Administrator at the time of grant shall specify the date or dates and/or the attainment
of pre-established performance goals, objectives and other conditions on which the non-transferability of the Restricted Shares
and the Company’s right of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of
such pre-established performance goals, objectives and other conditions, the shares on which all restrictions have lapsed shall
no longer be Restricted Shares and shall be deemed “vested.”


 


		SECTION 8.	RESTRICTED STOCK UNITS



 


(a)           Nature of Restricted Stock Units. The Administrator may grant Restricted Stock Units under the Plan. A Restricted
Stock Unit is an Award of stock units that may be settled in shares of Stock upon the satisfaction of such restrictions and conditions
at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established
performance goals and objectives. The terms and conditions of each such Award Certificate shall be determined by the Administrator,
and such terms and conditions may differ among individual Awards and grantees. Except in the case of Restricted Stock Units with
a deferred settlement date that complies with Section 409A, at the end of the vesting period, the Restricted Stock Units, to the
extent vested, shall be settled in the form of shares of Stock. Restricted Stock Units with deferred settlement dates are subject
to Section 409A and shall contain such additional terms and conditions as the Administrator shall determine in its sole discretion
in order to comply with the requirements of Section 409A.


 


(b)           Election to Receive Restricted Stock Units in Lieu of Compensation. The Administrator may, in its sole discretion,
permit a grantee to elect to receive a portion of future cash compensation otherwise due to such grantee in the form of an award
of Restricted Stock Units. Any such election shall be made in writing and shall be delivered to the Company no later than the date
specified by the Administrator and in accordance with Section 409A and such other rules and procedures established by the Administrator.
Any such future cash compensation that the grantee elects to defer shall be converted to a fixed number of Restricted Stock Units
based on the Fair Market Value of Stock on the date the compensation would otherwise have been paid to the grantee if such payment
had not been deferred as provided herein. The Administrator shall have the sole right to determine whether and under what circumstances
to permit such elections and to impose such limitations and other terms and conditions thereon as the Administrator deems appropriate.
Any Restricted Stock Units that are elected to be received in lieu of cash compensation shall be fully vested, unless otherwise
provided in the Award Certificate.


 






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(c)           Rights as a Stockholder. A grantee shall have the rights as a stockholder only as to shares of Stock acquired by
the grantee upon settlement of Restricted Stock Units; provided, however, that the grantee may be credited with Dividend Equivalent
Rights with respect to the stock units underlying his Restricted Stock Units, subject to the provisions of Section 11 and such
terms and conditions as the Administrator may determine.


 


(d)           Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject
to Section 18 below, in writing after the Award is issued, a grantee’s right in all Restricted Stock Units that have
not vested shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship)
with the Company and its Subsidiaries for any reason.


 


		SECTION 9.	UNRESTRICTED STOCK AWARDS



 


Grant or Sale of Unrestricted Stock.
The Administrator may grant (or sell at par value or such higher purchase price determined by the Administrator) an Unrestricted
Stock Award under the Plan. An Unrestricted Stock Award is an Award pursuant to which the grantee may receive shares of Stock free
of any restrictions under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid consideration,
or in lieu of cash compensation due to such grantee.


 


		SECTION 10.	CASH-BASED AWARDS



 


Grant of Cash-Based Awards. The Administrator
may grant Cash-Based Awards under the Plan. A Cash-Based Award is an Award that entitles the grantee to a payment in cash upon
the attainment of specified Performance Goals. The Administrator shall determine the maximum duration of the Cash-Based Award,
the amount of cash to which the Cash-Based Award pertains, the conditions upon which the Cash-Based Award shall become vested or
payable, and such other provisions as the Administrator shall determine. Each Cash-Based Award shall specify a cash-denominated
payment amount, formula or payment ranges as determined by the Administrator. Payment, if any, with respect to a Cash-Based Award
shall be made in accordance with the terms of the Award and may be made in cash.


 


		SECTION 11.	PERFORMANCE SHARE AWARDS



 


(a)           Nature of Performance Share Awards. The Administrator may grant Performance Share Awards under the Plan. A Performance
Share Award is an Award entitling the grantee to receive shares of Stock upon the attainment of performance goals. The Administrator
shall determine whether and to whom Performance Share Awards shall be granted, the performance goals, the periods during which
performance is to be measured, which may not be less than one year except in the case of a Sale Event, and such other limitations
and conditions as the Administrator shall determine.


 






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(b)           Rights as a Stockholder. A grantee receiving a Performance Share Award shall have the rights of a stockholder only
as to shares of Stock actually received by the grantee under the Plan and not with respect to shares subject to the Award but not
actually received by the grantee. A grantee shall be entitled to receive shares of Stock under a Performance Share Award only upon
satisfaction of all conditions specified in the Performance Share Award Certificate (or in a performance plan adopted by the Administrator).


 


(c)           Termination. Except as may otherwise be provided by the Administrator either in the Award agreement or, subject to
Section 18 below, in writing after the Award is issued, a grantee’s rights in all Performance Share Awards shall automatically
terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries
for any reason.


 


		SECTION 12.	PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES



 


(a)           Performance-Based Awards. The Administrator may grant one or more Performance-Based Awards in the form of a Restricted
Stock Award, Restricted Stock Units, Performance Share Awards or Cash-Based Award payable upon the attainment of Performance Goals
that are established by the Administrator and relate to one or more of the Performance Criteria, in each case on a specified date
or dates or over any period or periods determined by the Administrator. The Administrator shall define in an objective fashion
the manner of calculating the Performance Criteria it selects to use for any Performance Cycle. Depending on the Performance Criteria
used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the
performance of a division, business unit, or an individual. Each Performance-Based Award shall comply with the provisions set forth
below.


 


(b)           Grant of Performance-Based Awards. With respect to each Performance-Based Award granted to a Covered Employee, the
Administrator shall select, within the first 90 days of a Performance Cycle (or, if shorter, within the maximum period allowed
under Section 162(m) of the Code) the Performance Criteria for such grant, and the Performance Goals with respect to each
Performance Criterion (including a threshold level of performance below which no amount will become payable with respect to such
Award). Each Performance-Based Award will specify the amount payable, or the formula for determining the amount payable, upon achievement
of the various applicable performance targets. The Performance Criteria established by the Administrator may be (but need not be)
different for each Performance Cycle and different Performance Goals may be applicable to Performance-Based Awards to different
Covered Employees.


 


(c)           Payment of Performance-Based Awards. Following the completion of a Performance Cycle, the Administrator shall meet
to review and certify in writing whether, and to what extent, the Performance Goals for the Performance Cycle have been achieved
and, if so, to also calculate and certify in writing the amount of the Performance-Based Awards earned for the Performance Cycle.
The Administrator shall then determine the actual size of each Covered Employee’s Performance-Based Award.


 






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(d)           Maximum Award Payable. The maximum Performance-Based Award payable to any one Covered Employee under the Plan for
a Performance Cycle is two million (2,000,000) shares of Stock (subject to adjustment as provided in Section 3(c) hereof)
or five million dollars ($5,000,000) in the case of a Performance-Based Award that is a Cash-Based Award.


 


		SECTION 13.	DIVIDEND EQUIVALENT RIGHTS



 


(a)           Dividend Equivalent Rights. The Administrator may grant Dividend Equivalent Rights under the Plan. A Dividend Equivalent
Right is an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock
specified in the Dividend Equivalent Right (or other Award to which it relates) if such shares had been issued to the grantee.
A Dividend Equivalent Right may be granted hereunder to any grantee as a component of an award of Restricted Stock Units, Restricted
Stock Award or Performance Share Award or as a freestanding award. The terms and conditions of Dividend Equivalent Rights shall
be specified in the Award Certificate. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently
or may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue additional equivalents. Any such reinvestment
shall be at Fair Market Value on the date of reinvestment or such other price as may then apply under a dividend reinvestment plan
sponsored by the Company, if any. Dividend Equivalent Rights may be settled in cash or shares of Stock or a combination thereof,
in a single installment or installments. A Dividend Equivalent Right granted as a component of an Award of Restricted Stock Units
or Performance Share Award shall provide that such Dividend Equivalent Right shall be settled only upon settlement or payment of,
or lapse of restrictions on, such other Award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled
under the same conditions as such other Award.


 


(b)           Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject
to Section 18 below, in writing after the Award is issued, a grantee’s rights in all Dividend Equivalent Rights shall
automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company
and its Subsidiaries for any reason.


 


		SECTION 14.	Transferability of Awards



 


(a)           Transferability. Except as provided in Section 14(b) below, during a grantee’s lifetime, his or her Awards
shall be exercisable only by the grantee, or by the grantee’s legal representative or guardian in the event of the grantee’s
incapacity. No Awards shall be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will
or by the laws of descent and distribution or pursuant to a domestic relations order. No Awards shall be subject, in whole or in
part, to attachment, execution, or levy of any kind, and any purported transfer in violation hereof shall be null and void.


 


(b)           Administrator Action. Notwithstanding Section 14(a), the Administrator, in its discretion, may provide either
in the Award Certificate regarding a given Award or by subsequent written approval that the grantee (who is an employee or director)
may transfer his or her Non-Qualified Options to his or her immediate family members, to trusts for the benefit of such family
members, or to partnerships in which such family members are the only partners, provided that the transferee agrees in writing
with the Company to be bound by all of the terms and conditions of this Plan and the applicable Award. In no event may an Award
be transferred by a grantee for value.


 






    	 	14	 



     


    

 


(c)           Family Member. For purposes of Section 14(b), “family member” shall mean a grantee’s child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the grantee’s
household (other than a tenant of the grantee), a trust in which these persons (or the grantee) have more than 50 percent of the
beneficial interest, a foundation in which these persons (or the grantee) control the management of assets, and any other entity
in which these persons (or the grantee) own more than 50 percent of the voting interests.


 


(d)           Designation of Beneficiary. To the extent permitted by the Company, each grantee to whom an Award has been made under
the Plan may designate a beneficiary or beneficiaries to exercise any Award or receive any payment under any Award payable on or
after the grantee’s death. Any such designation shall be on a form provided for that purpose by the Administrator and shall
not be effective until received by the Administrator. If no beneficiary has been designated by a deceased grantee, or if the designated
beneficiaries have predeceased the grantee, the beneficiary shall be the grantee’s estate.


 


		SECTION 15.	TAX WITHHOLDING



 


(a)           Payment by Grantee. Each grantee shall, no later than the date as of which the value of an Award or of any Stock
or other amounts received thereunder first becomes includable in the gross income of the grantee for Federal income tax purposes,
pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of, any Federal, state, or local taxes
of any kind required by law to be withheld by the Company with respect to such income. The Company and its Subsidiaries shall,
to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee.
The Company’s obligation to deliver evidence of book entry (or stock certificates) to any grantee is subject to and conditioned
on tax withholding obligations being satisfied by the grantee.


 


(b)           Payment in Stock. Subject to approval by the Administrator, a grantee may elect to have the Company’s minimum
required tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold from shares of Stock
to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected)
that would satisfy the withholding amount due. The Administrator may also require Awards to be subject to mandatory share withholding
up to the required withholding amount. For purposes of share withholding, the Fair Market Value of withheld shares shall be determined
in the same manner as the value of Stock includible in income of the Participants.


 






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		SECTION 16.	Section 409A awards



 


To the extent that any Award is determined
to constitute “nonqualified deferred compensation” within the meaning of Section 409A (a “409A Award”),
the Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order
to comply with Section 409A. In this regard, if any amount under a 409A Award is payable upon a “separation from service”
(within the meaning of Section 409A) to a grantee who is then considered a “specified employee” (within the meaning
of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after
the grantee’s separation from service, or (ii) the grantee’s death, but only to the extent such delay is necessary
to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. Further,
the settlement of any such Award may not be accelerated except to the extent permitted by Section 409A.


 


		SECTION 17.	TERMINATION OF EMPLOYMENT, TRANSFER, LEAVE OF ABSENCE, ETC.



 


(a)           Termination of Employment. If the grantee’s employer ceases to be a Subsidiary, the grantee shall be deemed
to have terminated employment for purposes of the Plan.


 


(b)           For purposes of the Plan, the following events shall not be deemed a termination of employment:


 


(i)           a transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary
to another; or


 


(ii)           an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the
employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which
the leave of absence was granted or if the Administrator otherwise so provides in writing.


 


		SECTION 18.	AMENDMENTS AND TERMINATION



 


The Board may, at any time, amend or discontinue
the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in
law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the holder’s
consent. The Administrator is specifically authorized to exercise its discretion to reduce the exercise price of outstanding Stock
Options or Stock Appreciation Rights or effect the repricing of such Awards through cancellation and re-grants. To the extent required
under the rules of any securities exchange or market system on which the Stock is listed, to the extent determined by the Administrator
to be required by the Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of
the Code, or to ensure that compensation earned under Awards qualifies as performance-based compensation under Section 162(m)
of the Code, Plan amendments shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders.
Nothing in this Section 18 shall limit the Administrator’s authority to take any action permitted pursuant to Section 3(c)
or 3(d).


 






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		SECTION 19.	STATUS OF PLAN



 


With respect to the portion of any Award
that has not been exercised and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall have
no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine
in connection with any Award or Awards. In its sole discretion, the Administrator may authorize the creation of trusts or other
arrangements to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder, provided
that the existence of such trusts or other arrangements is consistent with the foregoing sentence.


 


		SECTION 20.	GENERAL PROVISIONS



 


(a)           No Distribution. The Administrator may require each person acquiring Stock pursuant to an Award to represent to and
agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof.


 


(b)           Delivery of Stock Certificates. Stock certificates to grantees under this Plan shall be deemed delivered for all
purposes when the Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail,
addressed to the grantee, at the grantee’s last known address on file with the Company. Uncertificated Stock shall be deemed
delivered for all purposes when the Company or a Stock transfer agent of the Company shall have given to the grantee by electronic
mail (with proof of receipt) or by United States mail, addressed to the grantee, at the grantee’s last known address on file
with the Company, notice of issuance and recorded the issuance in its records (which may include electronic “book entry”
records). Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates
evidencing shares of Stock pursuant to the exercise of any Award, unless and until the Administrator has determined, with advice
of counsel (to the extent the Administrator deems such advice necessary or advisable), that the issuance and delivery of such certificates
is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any
exchange on which the shares of Stock are listed, quoted or traded. All Stock certificates delivered pursuant to the Plan shall
be subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with
federal, state or foreign jurisdiction, securities or other laws, rules and quotation system on which the Stock is listed, quoted
or traded. The Administrator may place legends on any Stock certificate to reference restrictions applicable to the Stock. In addition
to the terms and conditions provided herein, the Administrator may require that an individual make such reasonable covenants, agreements,
and representations as the Administrator, in its discretion, deems necessary or advisable in order to comply with any such laws,
regulations, or requirements. The Administrator shall have the right to require any individual to comply with any timing or other
restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in
the discretion of the Administrator.


 


(c)           Stockholder Rights. Until Stock is deemed delivered in accordance with Section 20(b), no right to vote or receive
dividends or any other rights of a stockholder will exist with respect to shares of Stock to be issued in connection with an Award,
notwithstanding the exercise of a Stock Option or any other action by the grantee with respect to an Award.


 






    	 	17	 



     


    

 


(d)           Other Compensation Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from
adopting other or additional compensation arrangements, including trusts, and such arrangements may be either generally applicable
or applicable only in specific cases. The adoption of this Plan and the grant of Awards do not confer upon any employee any right
to continued employment with the Company or any Subsidiary.


 


(e)           Trading Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s
insider trading policies and procedures, as in effect from time to time.


 


(f)           Clawback Policy. Awards under the Plan shall be subject to the Company’s clawback policy, as in effect from
time to time.


 


		SECTION 21.	EFFECTIVE DATE
OF PLAN



 


This Plan shall become effective upon stockholder
approval in accordance with applicable state law, the Company’s bylaws and articles of incorporation, and applicable stock
exchange rules. No grants of Stock Options and other Awards may be made hereunder after the tenth anniversary of the Effective
Date and no grants of Incentive Stock Options may be made hereunder after the tenth anniversary of the date the Plan is approved
by the Board.


 


		SECTION 22.	GOVERNING LAW



 


This Plan and all Awards and actions taken
thereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware, applied without regard to
conflict of law principles.


 


DATE APPROVED BY BOARD OF DIRECTORS: April 16, 2015


 


DATE APPROVED BY STOCKHOLDERS: June 1, 2015


 


DATE AMENDED BY BOARD OF DIRECTORS: August 25, 2016


 


DATE AMENDED BY STOCKHOLDERS: November 15, 2016


 


DATE AMENDED BY BOARD OF DIRECTORS: April 25, 2017


 


DATE AMENDED BY STOCKHOLDERS: July 26, 2017


 






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