Exhibit
10.3


 


Adopted
by board – July 28, 2017


 


INTERNATIONAL
WESTERN PETROLEUM, INC.


 


2017
INCENTIVE STOCK AND AWARD PLAN


 





1.       Purpose
of the Plan.


 


The
purpose of this 2017 Incentive Stock and Award Plan (the “Plan”) of International Western Petroleum, Inc. (the
“Company”) is to enable the Company to offer to its employees, officers, directors, advisors and consultants
whose past, present and/or potential contributions to the Company and/or any Subsidiary of the Company, within the meaning of
Section 424(f) of the United States Internal Revenue Code of 1986, as amended (the “Code”), have been, are
or will be important to the success of the Company, an opportunity to acquire an equity interest in the Company. It is further
intended that certain options granted pursuant to the Plan shall constitute incentive stock options within the meaning of Section
422 of the Code (the “Incentive Options”) while certain other options granted pursuant to the Plan shall be
nonqualified stock options (the “Nonqualified Options”). Incentive Options and Nonqualified Options are hereinafter
referred to collectively as “Options.”


 


The
Company intends that the Plan meet the requirements of Rule 16b-3 (“Rule 16b-3”) promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and that transactions of the type specified in subparagraphs
(c) to (f) inclusive of Rule 16b-3 by officers and directors of the Company pursuant to the Plan will be exempt from the operation
of Section 16(b) of the Exchange Act. Further, the Plan is intended to satisfy the performance-based compensation exception to
the limitation on the Company’s tax deductions imposed by Section 162(m) of the Code with respect to those Options, awards
of Restricted Stock (as defined below), and awards of Restricted Stock Units (as defined below) for which qualification for such
exception is intended. In all cases, the terms, provisions, conditions and limitations of the Plan shall be construed and interpreted
consistent with the Company’s intent as stated in this Section 1.


 


2.       Administration
of the Plan.


 


The
Board of Directors of the Company (the “Board”) shall appoint and maintain as administrator of the Plan a Committee
(the “Committee”) consisting of two or more directors who are (i) “Independent Directors” (as such
term is defined under the rules of the NASDAQ Stock Market), (ii) “Non-Employee Directors” (as such term is defined
in Rule 16b¬3) and (iii) “Outside Directors” (as such term is defined in Section 162(m) of the Code), which shall
serve at the pleasure of the Board. The Committee, subject to Sections 3, 5, 6 and 7 hereof, shall have full power and authority
to designate recipients of Options, restricted stock (“Restricted Stock”) and restricted stock units (“Restricted
Stock Units”) and to determine the terms and conditions of the respective Option, Restricted Stock and Restricted Stock
Unit agreements (which need not be identical) and to interpret the provisions and supervise the administration of the Plan. The
Committee shall have the authority, without limitation, to designate which Options granted under the Plan shall be Incentive Options
and which shall be Nonqualified Options. To the extent any Option does not qualify as an Incentive Option, it shall constitute
a separate Nonqualified Option.


 




    	 	1	 



     


    

 


Subject
to the provisions of the Plan, the Committee shall interpret the Plan and all Options, Restricted Stock and Restricted Stock Units
granted under the Plan, shall make such rules as it deems necessary for the proper administration of the Plan, shall make all
other determinations necessary or advisable for the administration of the Plan and shall correct any defects or supply any omission
or reconcile any inconsistency in the Plan or in any Options, Restricted Stock or Restricted Stock Units granted under the Plan
in the manner and to the extent that the Committee deems desirable to carry into effect the Plan or any Options, Restricted Stock
or Restricted Stock Units. The act or determination of a majority of the Committee shall be the act or determination of the Committee
and any decision reduced to writing and signed by all of the members of the Committee shall be fully effective as if it had been
made by a majority of the Committee at a meeting duly held for such purpose. Subject to the provisions of the Plan, any action
taken or determination made by the Committee pursuant to this and the other Sections of the Plan shall be conclusive on all parties.


 


In
the event that for any reason the Committee is unable to act or if the Committee at the time of any grant, award or other acquisition
under the Plan does not consist of two or more Non-Employee Directors, or if there shall be no such Committee, or if the Board
otherwise determines to administer the Plan, then the Plan shall be administered by the Board, and references herein to the Committee
(except in the proviso to this sentence) shall be deemed to be references to the Board, and any such grant, award or other acquisition
may be approved or ratified in any other manner contemplated by subparagraph (d) of Rule 16b-3; provided, however,
that grants to the Company’s Chief Executive Officer or to any of the Company’s other four most highly compensated
officers that are intended to qualify as performance-based compensation under Section 162(m) of the Code may only be granted by
the Committee.


 


3.       Designation
of Optionees and Grantees.


 


The
persons eligible for participation in the Plan as recipients of Options (the “Optionees”) or Restricted Stock
or Restricted Stock Units (the “Grantees” and together with Optionees, the “Participants”)
shall include directors, officers and employees of, and consultants and advisors to, the Company or any Subsidiary; provided that
Incentive Options may only be granted to employees of the Company and any Subsidiary. In selecting Participants, and in determining
the number of shares to be covered by each Option or award of Restricted Stock or Restricted Stock Units granted to Participants,
the Committee may consider any factors it deems relevant, including, without limitation, the office or position held by the Participant
or the Participant’s relationship to the Company, the Participant’s degree of responsibility for and contribution
to the growth and success of the Company or any Subsidiary, the Participant’s length of service, promotions and potential.
A Participant who has been granted an Option, Restricted Stock or Restricted Stock Units hereunder may be granted an additional
Option or Options, Restricted Stock or Restricted Stock Units if the Committee shall so determine.


 




    	 	2	 



     


    

 


4.       Stock
Reserved for the Plan.


 


(a)       Subject
to adjustment as provided in Section 9 hereof, a total of 5,000,000 shares of the Company’s common stock, par value $0.001
per share (the “Stock”), shall be subject to the Plan. The shares of Stock subject to the Plan shall consist of unissued
shares, treasury shares or previously issued shares held by any Subsidiary of the Company, and such number of shares of Stock
shall be and is hereby reserved for such purpose. Any of such shares of Stock that may remain unissued and that are not subject
to outstanding Options or Restricted Stock Units at the termination of the Plan shall cease to be reserved for the purposes of
the Plan, but until termination of the Plan the Company shall at all times reserve a sufficient number of shares of Stock to meet
the requirements of the Plan. Should any Option or award of Restricted Stock or Restricted Stock Units expire or be canceled prior
to its exercise or vesting in full or should the number of shares of Stock to be delivered upon the exercise or vesting in full
of an Option or award of Restricted Stock or Restricted Stock Units be reduced for any reason, the shares of Stock theretofore
subject to such Option, Restricted Stock or Restricted Stock Units may be subject to future Options, Restricted Stock or Restricted
Stock Units under the Plan.


 


(b)       The
maximum number of shares of Stock with respect to which Options may be granted to any Optionee in any calendar year shall be one
million two hundred thousand (1,200,000) shares. In connection with an Optionee’s commencement of employment or service
with the Company or any Subsidiary, an Optionee may be granted Options for up to an additional two hundred thousand (250,000)
shares which shall not count against the limit set forth in the previous sentence. The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company’s capitalization pursuant to Section 9, below. To the extent
required by Section 162(m) of the Code or the regulations thereunder, in applying the foregoing limitations with respect to an
Optionee, if any Option is canceled, the canceled Option shall continue to count against the maximum number of Shares with respect
to which Options may be granted to the Optionee. For this purpose, the repricing of an Option shall be treated as the cancellation
of the existing Option and the grant of a new Option.


 


(c)       For
awards of Restricted Stock or Restricted Stock Units that are intended to qualify as “performance-based compensation”
under Section 162(m) of the Code, the maximum number of shares of Stock with respect to which such awards may be granted to any
Grantee in any calendar year shall be one million two hundred thousand (1,200,000) shares. The foregoing limitation shall be adjusted
proportionately in connection with any change in the Company’s capitalization pursuant to Section 9, below. Subject to the
terms of the Plan, awards of Restricted Stock or Restricted Stock Units that are intended to qualify as performance-based compensation
under Section 162(m) of the Code shall be subject to satisfaction of performance criteria. The performance criteria established
by the Committee may be based on any one of, or combination of, the following: (i) increase in share price, (ii) earnings per
share, (iii) total stockholder return, (iv) operating margin, (v) gross margin, (vi) return on equity, (vii) return on assets,
(viii) return on investment (ix) operating income, (x) net operating income, (xi) pre-tax profit (xii) cash flow, (xiii) revenue,
(xiv) expenses, (xv) earnings before interest, taxes and depreciation, (xvi) economic value added, and (xvii) market share, or
other factors considered appropriate. The performance criteria may be applicable to the Company, Subsidiaries and/or any individual
business units of the Company or any Subsidiary. Partial achievement of the specified criteria may result in a payment or vesting
corresponding to the degree of achievement as specified in the Restricted Stock or Restricted Stock Unit agreement. In addition,
the performance criteria shall be calculated in accordance with generally accepted accounting principles, but excluding the effect
(whether positive or negative) of any change in accounting standards and any extraordinary, unusual or nonrecurring item, as determined
by the Committee, occurring after the establishment of the performance criteria applicable to the award intended to be performance-based
compensation. Each such adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period to
period for the calculation of performance criteria in order to prevent the dilution or enlargement of the Grantee’s rights
with respect to an award intended to be performance-based compensation.


 




    	 	3	 



     


    

 


5.       Terms
and Conditions of Options.


 


Options
granted under the Plan shall be subject to the following conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:


 


(a)       Option
Price. The purchase price of each share of Stock purchasable, under an Incentive Option shall be determined by the Committee
at the time of grant, but shall not be less than 100% of the Fair Market Value (as defined below) of such share of Stock on the
date the Option is granted; provided, however, that with respect to an Optionee who, at the time such Incentive Option is granted,
owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock
of the Company or of any Subsidiary, the purchase price per share of Stock shall be at least 110% of the Fair Market Value per
share of Stock on the date of grant. The purchase price of each share of Stock purchasable under a Nonqualified Option shall not
be less than 100% of the Fair Market Value, of such share of Stock on the date the Option is granted. The exercise price for each
Option shall be subject to adjustment as provided in Section 9 below. “Fair Market Value” means: (i) if the Stock
is listed on one or more established stock exchanges or national market systems, including without limitation The NASDAQ Global
Select Market, The NASDAQ Global Market or The NASDAQ Capital Market of The NASDAQ Stock Market LLC, the closing sales price for
such Stock (or the closing bid, if no sales were reported) as quoted on the principal exchange or system on which the Stock is
listed (as determined by the Committee) on the date of grant of the Option or Stock (or, if no closing sales price or closing
bid was reported on that date, as applicable, on the last trading date such closing sales price or closing bid was reported),
as reported in The Wall Street Journal or such other source as the Committee deems reliable; (ii) if the Stock is regularly quoted
on an automated quotation system (including but not limited to the OTC Bulletin Board) or by a recognized securities dealer, the
closing sales price for such Stock as quoted on such system or by such securities dealer on the date of grant of the Option or
Stock, but if selling prices are not reported, the Fair Market Value of a share of Stock shall be the mean between the high bid
and low asked prices for the Stock on the date of grant of the Option or Stock (or, if no such prices were reported on that date,
on the last date such prices were reported), as reported in The Wall Street Journal or, such other source as the Committee deems
reliable; or (iii) in the absence of an established market for the Stock of the type described in (i) and (ii), above, the Fair
Market Value thereof shall be determined by the Committee in good faith. Anything in this Section 5(a) to the contrary notwithstanding,
in no event shall the purchase price of a share of Stock be less than the minimum price permitted under the rules and policies
of any national securities exchange on which the shares of Stock are listed.


 




    	 	4	 



     


    

 


(b)       Option
Term. The term of each Option shall be fixed by the Committee, but no Option shall be exercisable more than ten years after
the date such Option is granted and in the case of an Incentive Option granted to an Optionee who, at the time such Incentive
Option is granted, owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of
all classes of stock of the Company or of any Subsidiary, no such Incentive Option shall be exercisable more than five years after
the date such Incentive Option is granted.


 


(c)       Exercisability.
Subject to Section 5(j) hereof, Options shall be exercisable at such time or times and subject to such terms and conditions as
shall be determined by the Committee at the time of grant; provided, however, that in the absence of any Option
vesting periods designated by the Committee at the time of grant, Options shall vest and become exercisable as to one-third of
the total number of shares subject to the Option on each of the first, second and third anniversaries of the date of grant; and
provided further that no Options shall be exercisable until such time as any vesting limitation required by Section 16 of the
Exchange Act, and related rules, shall be satisfied if such limitation shall be required for continued validity of the exemption
provided under Rule 16b-3(d)(3).


 


Upon
the occurrence of a “Change in Control” (as hereinafter defined), the Committee may accelerate the vesting and exercisability
of outstanding Options, in whole or in part, as determined by the Committee in its sole discretion. In its sole discretion, the
Committee may also determine that, upon the occurrence of a Change in Control, each outstanding Option shall terminate within
a specified number of days after notice to the Optionee thereunder, and each such Optionee shall receive, with respect to each
share of Company Stock subject to such Option, an amount equal to the excess of the Fair Market Value of such shares immediately
prior to such Change in Control over the exercise price per share of such Option; such amount shall be payable in cash, in one
or more kinds of property (including the property, if any, payable in the transaction) or a combination thereof, as the Committee
shall determine in its sole discretion.


 


For
purposes of the Plan, unless otherwise defined in an employment agreement between the Company and the relevant Optionee, a Change
in Control shall be deemed to have occurred if:


 


(i)       a
tender offer (or series of related offers) shall be made and consummated for the ownership of 50% or more of the outstanding voting
securities of the Company, unless as a result of such tender offer more than 50% of the outstanding voting securities of the surviving
or resulting corporation shall be owned in the aggregate by the stockholders of the Company (as of the time immediately prior
to the commencement of such offer), any employee benefit plan of the Company or its Subsidiaries, and their affiliates;


 


(ii)       the
Company shall be merged or consolidated with another corporation, unless as a result of such merger or consolidation more than
50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the stockholders
of the Company (as of the time immediately prior to such transaction), any employee benefit plan of the Company or its Subsidiaries,
and their affiliates;


 




    	 	5	 



     


    

 


(iii)       the
Company shall sell substantially all of its assets to another corporation that is not wholly owned by the Company, unless as a
result of such sale more than 50% of such assets shall be owned in the aggregate by the stockholders of the Company (as of the
time immediately prior to such transaction), any employee benefit plan of the Company or its Subsidiaries and their affiliates;
or


 


(iv)       a
Person (as defined below) shall acquire 50% or more of the outstanding voting securities of the Company (whether directly, indirectly,
beneficially or of record), unless as a result of such acquisition more than 50% of the outstanding voting securities of the surviving
or resulting corporation shall be owned in the aggregate by the stockholders of the Company (as of the time immediately prior
to the first acquisition of such securities by such Person), any employee benefit plan of the Company or its Subsidiaries, and
their affiliates.


 


Notwithstanding
the foregoing, if Change of Control is defined in an employment agreement between the Company and the relevant Optionee, then,
with respect to such Optionee, Change of Control shall have the meaning ascribed to it in such employment agreement.


 


For
purposes of this Section 5(c), ownership of voting securities shall take into account and shall include ownership as determined
by applying the provisions of Rule 13d-3(d)(I)(i) (as in effect on the date hereof) under the Exchange Act. In addition, for such
purposes, “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections
13(d) and 14(d) thereof; provided, however, that a Person shall not include (A) the Company or any of its Subsidiaries;
(B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries;
(C) an underwriter temporarily holding securities pursuant to an offering of such securities; or (D) a corporation owned, directly
or indirectly, by the stockholders of the Company in substantially the same proportion as their ownership of stock of the Company.


 


(d)       Method
of Exercise. Options to the extent then exercisable may be exercised in whole or in part at any time during the option period,
by giving written notice to the Company specifying the number of shares of Stock to be purchased, accompanied by payment in full
of the purchase price, in cash, or by check or such other instrument as may be acceptable to the Committee. As determined by the
Committee, in its sole discretion, at or after grant, payment in full or in part may be made at the election of the Optionee (i)
in the form of Stock owned by the Optionee (based on the Fair Market Value of the Stock which is not the subject of any pledge
or security interest, (ii) in the form of shares of Stock withheld by the Company from the shares of Stock otherwise to be received
with such withheld shares of Stock having a Fair Market Value equal to the exercise price of the Option, or (iii) by a combination
of the foregoing, such Fair Market Value determined by applying the principles set forth in Section 5(a), provided that the combined
value of all cash and cash equivalents and the Fair Market Value of any shares surrendered to the Company is at least equal to
such exercise price and except with respect to (ii) above, such method of payment will not cause a disqualifying disposition of
all or a portion of the Stock received upon exercise of an Incentive Option. An Optionee shall have the right to dividends and
other rights of a stockholder with respect to shares of Stock purchased upon exercise of an Option at such time as the Optionee
(i) has given written notice of exercise and has paid in full for such shares, and (ii) has satisfied such conditions that may
be imposed by the Company with respect to the withholding of taxes.


 




    	 	6	 



     


    

 


(e)       Non-transferability
of Options. Options are not transferable and may be exercised solely by the Optionee during his lifetime or after his death
by the person or persons entitled thereto under his will or the laws of descent and distribution. The Committee, in its sole discretion,
may permit a transfer of a Nonqualified Option to (i) a trust for the benefit of the Optionee, (ii) a member of the Optionee’s
immediate family (or a trust for his or her benefit) or (iii) pursuant to a domestic relations order. Any attempt to transfer,
assign, pledge or otherwise dispose of, or to subject to execution, attachment or similar process, any Option contrary to the
provisions hereof shall be void and ineffective and shall give no right to the purported transferee.


 


(f)       Termination
by Death. Unless otherwise determined by the Committee, if any Optionee’s employment with or service to the Company
or any Subsidiary terminates by reason of death, the Option may thereafter be exercised, to the extent then exercisable (or on
such accelerated basis as the Committee shall determine at or after grant), by the legal representative of the estate or by the
legatee of the Optionee under the will of the Optionee, for a period of one (1) year after the date of such death (or, if later,
such time as the Option may be exercised pursuant to Section 15(d) hereof) or until the expiration of the stated term of such
Option as provided under the Plan, whichever period is shorter.


 


(g)       Termination
by Reason of Disability. Unless otherwise determined by the Committee, if any Optionee’s employment with or service
to the Company or any Subsidiary terminates by reason of Disability (as defined below), then any Option held by such Optionee
may thereafter be exercised, to the extent it was exercisable at the time of termination due to Disability (or on such accelerated
basis as the Committee shall determine at or after grant), but may not be exercised after ninety (90) days after the date of such
termination of employment or service (or, if later, such time as the Option may be exercised pursuant to Section 15(d) hereof)
or the expiration of the stated term of such Option, whichever period is shorter; provided, however, that, if the
Optionee dies within such ninety (90) day period, any unexercised Option held by such Optionee shall thereafter be exercisable
to the extent to which it was exercisable at the time of death for a period of one (1) year after the date of such death (or,
if later, such time as the Option may be exercised pursuant to Section 15(d) hereof) or for the stated term of such Option, whichever
period is shorter. “Disability” shall mean an Optionee’s total and permanent disability; provided, that
if Disability is defined in an employment agreement between the Company and the relevant Optionee, then, with respect to such
Optionee, Disability shall have the meaning ascribed to it in such employment agreement.


 


(h)       Termination
by Reason of Retirement. Unless otherwise determined by the Committee, if any Optionee’s employment with or service
to the Company or any Subsidiary terminates by reason of Normal or Early Retirement (as such terms are defined below), any Option
held by such Optionee may thereafter be exercised to the extent it was exercisable at the time of such Retirement (or on such
accelerated basis as the Committee shall determine at or after grant), but may not be exercised after ninety (90) days after the
date of such termination of employment or service (or, if later, such time as the Option may be exercised pursuant to Section
15(d) hereof) or the expiration of the stated term of such Option, whichever date is earlier; provided, however,
that, if the Optionee dies within such ninety (90) day period, any unexercised Option held by such Optionee shall thereafter be
exercisable, to the extent to which it was exercisable at the time of death, for a period of one (1) year after the date of such
death (or, if later, such time as the Option may be exercised pursuant to Section 15(d) hereof) or for the stated term of such
Option, whichever period is shorter.


 




    	 	7	 



     


    

 


For
purposes of this paragraph (h), “Normal Retirement” shall mean retirement from active employment with the Company
or any Subsidiary on or after the normal retirement date specified in the applicable Company or Subsidiary pension plan or if
no such pension plan, age 65, and “Early Retirement” shall mean retirement from active employment with the
Company or any Subsidiary pursuant to the early retirement provisions of the applicable Company or Subsidiary pension plan or
if no such pension plan, age 55.


 


(i)       Other
Terminations. Unless otherwise determined by the Committee upon grant, if any Optionee’s employment with or service
to the Company or any Subsidiary is terminated by such Optionee for any reason other than death, Disability, Normal or Early Retirement
or Good Reason (as defined below), the Option shall thereupon terminate, except that the portion of any Option that was exercisable
on the date of such termination of employment or service may be exercised for the lesser of ninety (90) days after the date of
termination (or, if later, such time as the Option may be exercised pursuant to Section 15(d) hereof) or the balance of such Option’s
term, which ever period is shorter. The transfer of an Optionee from the employ of or service to the Company to the employ of
or service to a Subsidiary, or vice versa, or from one Subsidiary to another, shall not be deemed to constitute a termination
of employment or service for purposes of the Plan.


 


(i)       In
the event that the Optionee’s employment or service with the Company or any Subsidiary is terminated by the Company or such
Subsidiary for “cause” any unexercised portion of any Option shall immediately terminate in its entirety. For purposes
hereof, unless otherwise defined in an employment agreement between the Company and the relevant Optionee, “Cause”
shall exist upon a good-faith determination by the Board, following a hearing before the Board at which an Optionee was represented
by counsel and given an opportunity to be heard, that such Optionee has been accused of fraud, dishonesty or act detrimental to
the interests of the Company or any Subsidiary of Company or that such Optionee has been accused of or convicted of an act of
willful and material embezzlement or fraud against the Company or of a felony under any state or federal statute; provided,
however, that it is specifically understood that “Cause” shall not include any act of commission or omission
in the good-faith exercise of such Optionee’s business judgment as a director, officer or employee of the Company, as the
case may be, or upon the advice of counsel to the Company. Notwithstanding the foregoing, if Cause is defined in an employment
agreement between the Company and the relevant Optionee, then, with respect to such Optionee, Cause shall have the meaning ascribed
to it in such employment agreement.


 




    	 	8	 



     


    

 


(ii)       In
the event that an Optionee is removed as a director, officer or employee by the Company at any time other than for “Cause”
or resigns as a director, officer or employee for “Good Reason” the Option granted to such Optionee may be exercised
by the Optionee, to the extent the Option was exercisable on the date such Optionee ceases to be a director, officer or employee.
Such Option may be exercised at any time within one (1) year after the date the Optionee ceases to be a director, officer or employee
(or, if later, such time as the Option may be exercised pursuant to Section 15(d) hereof), or the date on which the Option otherwise
expires by its terms; whichever period is shorter, at which time the Option shall terminate; provided, however,
if the Optionee dies before the Options terminate and are no longer exercisable, the terms and provisions of Section 5(1) shall
control. For purposes of this Section 5(i), and unless otherwise defined in an employment agreement between the Company and the
relevant Optionee, Good Reason shall exist upon the occurrence of the following:


 


	 	(A)	the
    assignment to Optionee of any duties inconsistent with the position in the Company that Optionee held immediately prior to
    the assignment;
	 	 	 
	 	(B)	a
    Change of Control resulting in a significant adverse alteration in the status or conditions of Optionee’s participation
    with the Company or other nature of Optionee’s responsibilities from those in effect prior to such Change of Control,
    including any significant alteration in Optionee’s responsibilities immediately prior to such Change in Control; and
	 	 	 
	 	(C)	the
    failure by the Company to continue to provide Optionee with benefits substantially similar to those enjoyed by Optionee prior
    to such failure.


 


Notwithstanding
the foregoing, if Good Reason is defined in an employment agreement between the Company and the relevant Optionee, then, with
respect to such Optionee, Good Reason shall have the meaning ascribed to it in such employment agreement.


 


(j)       Limit
on Value of Incentive Option. The aggregate Fair Market Value, determined as of the date the Incentive Option is granted,
of Stock for which Incentive Options are exercisable for the first time by any Optionee during any calendar year under the Plan
(and/or any other stock option plans of the Company or any Subsidiary) shall not exceed $100,000.


 


6.       Terms
and Conditions of Restricted Stock.


 


Restricted
Stock may be granted under this Plan aside from, or in association with, any other award and shall be subject to the following
conditions and shall contain such additional terms and conditions (including provisions relating to the acceleration of vesting
of Restricted Stock upon a Change of Control), not inconsistent with the terms of the Plan, as the Committee shall deem desirable:


 


(a)       Grantee
rights. A Grantee shall have no rights to an award of Restricted Stock unless and until Grantee accepts the award within the
period prescribed by the Committee and, if the Committee shall deem desirable, makes payment to the Company in cash, or by check
or such other instrument as may be acceptable to the Committee. After acceptance and issuance of a certificate or certificates,
as provided for below, the Grantee shall have the rights of a stockholder with respect to Restricted Stock subject to the non-transferability
and forfeiture restrictions described in Section 6(d) below.


 




    	 	9	 



     


    

 


(b)       Issuance
of Certificates. The Company shall issue in the Grantee’s name a certificate or certificates for the shares of Common
Stock associated with the award promptly after the Grantee accepts such award.


 


(c)       Delivery
of Certificates. Unless otherwise provided, any certificate or certificates issued evidencing shares of Restricted Stock shall
not be delivered to the Grantee until such shares are free of any restrictions specified by the Committee at the time of grant.


 


(d)       Forfeitability,
Non-transferability of Restricted Stock. Shares of Restricted Stock are forfeitable until the terms of the Restricted Stock
grant have been satisfied. Shares of Restricted Stock are not transferable until the date on which the Committee has specified
such restrictions have lapsed. Unless otherwise provided by the Committee at or after grant, distributions in the form of dividends
or otherwise of additional shares or property in respect of shares of Restricted Stock shall be subject to the same restrictions
as such shares of Restricted Stock.


 


(e)       Change
of Control. Upon the occurrence of a Change in Control as defined in Section 5(c), the Committee may accelerate the vesting
of outstanding Restricted Stock, in whole or in part, as determined by the Committee, in its sole discretion.


 


(f)       Termination
of Employment. Unless otherwise determined by the Committee at or after grant, in the event the Grantee ceases to be an employee
or otherwise associated with the Company for any other reason, all shares of Restricted Stock theretofore awarded to him which
are still subject to restrictions shall be forfeited and the Company shall have the right to complete the blank stock power. The
Committee may provide (on or after grant) that restrictions or forfeiture conditions relating to shares of Restricted Stock will
be waived in whole or in part in the event of termination resulting from specified causes, and the Committee may in other cases
waive in whole or in part restrictions or forfeiture conditions relating to Restricted Stock.


 


7.       Terms
and Conditions of Restricted Stock Units.


 


Restricted
Stock Units may be granted under this Plan aside from, or in association with, any other award and shall be subject to the following
conditions and shall contain such additional terms and conditions (including provisions relating to the acceleration of vesting
of Restricted Stock Units upon a Change of Control), not inconsistent with the terms of the Plan, as the Committee shall deem
desirable:


 


(a)       Grantee
rights. A Grantee shall have no rights to an award of Restricted Stock Units unless and until Grantee accepts the award within
the period prescribed by the Committee.


 




    	 	10	 



     


    

 


(b)       Form
and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) determined
by the Committee and set forth in the Restricted Stock Unit agreement. The Committee, in its sole discretion, may only settle
earned Restricted Stock Units in cash, shares of Common Stock, or a combination of both.


 


(c)       Forfeitability,
Non-transferability of Restricted Stock Units. Restricted Stock Units are forfeitable until the terms of the Restricted Stock
Unit grant have been satisfied. Restricted Stock Units are not transferable until the date on which the Committee has specified
such restrictions have lapsed.


 


(d)       Change
of Control. Upon the occurrence of a Change in Control as defined in Section 5(c), the Committee may accelerate the vesting
of outstanding Restricted Stock Units, in whole or in part, as determined by the Committee, in its sole discretion.


 


(e)       Termination
of Employment. Unless otherwise determined by the Committee at or after grant, in the event the Grantee ceases to be an employee
or otherwise associated with the Company for any other reason, all unvested Restricted Stock Units theretofore awarded to him
shall be forfeited. The Committee may provide (on or after grant) that forfeiture conditions relating to Restricted Stock Units
will be waived in whole or in part in the event of termination resulting from specified causes, and the Committee may in other
cases waive in whole or in part forfeiture conditions relating to Restricted Stock Units.


 


8.       Term
of Plan.


 


No
Option or award of Restricted Stock or Restricted Stock Units shall be granted pursuant to the Plan on or after the date which
is ten years from the effective date of the Plan, but Options and awards of Restricted Stock and Restricted Stock Units theretofore
granted may extend beyond that date.


 


9.       Capital
Change of the Company.


 


In
the event of any merger, reorganization, consolidation, recapitalization, stock dividend, or other change in corporate structure
affecting the Stock, the Committee shall make an appropriate and equitable adjustment in the number and kind of shares reserved
for issuance under the Plan and in the number and option price of shares subject to outstanding Options granted under the Plan,
to the end that after such event each Optionee’s proportionate interest shall be maintained (to the extent possible) as
immediately before the occurrence of such event. The Committee shall, to the extent feasible, make such other adjustments as may
be required under the tax laws so that any Incentive Options previously granted shall not be deemed modified within the meaning
of Section 424(h) of the Code. Appropriate adjustments shall also be made in the case of outstanding Restricted Stock and Restricted
Stock Units granted under the Plan.


 


The
adjustments described above will be made only to the extent consistent with continued qualification of the Option under Section
422 of the Code (in the case of an Incentive Option) and Section 409A of the Code.


 




    	 	11	 



     


    

 


10.       Purchase
for Investment/Conditions.


 


Unless
the Options and shares covered by the Plan have been registered under the Securities Act of 1933, as amended (the “Securities
Act”), or the Company has determined that such registration is unnecessary, each person exercising or receiving Options,
Restricted Stock or Restricted Stock Units under the Plan may be required by the Company to give a representation in writing that
he is acquiring the securities for his own account for investment and not with a view to, or for sale in connection with, the
distribution of any part thereof. The Committee may impose any additional or further restrictions on awards of Options, Restricted
Stock or Restricted Stock Units as shall be determined by the Committee at the time of award.


 


11.       Taxes.


 


(a)       The
Company may make such provisions as it may deem appropriate, consistent with applicable law, in connection with any Options, Restricted
Stock or Restricted Stock Units granted under the Plan with respect to the withholding of any taxes (including income or employment
taxes) or any other tax matters. Unless provision is made, all tax obligations are the responsibility of the recipient of an Option,
Restricted Stock or Restricted Stock Unit award hereunder.


 


(b)       If
any Grantee, in connection with the acquisition of Restricted Stock, makes the election permitted under Section 83(b) of the Code
(that is, an election to include in gross income in the year of transfer the amounts specified in Section 83(b)), such Grantee
shall notify the Company of the election with the Internal Revenue Service pursuant to regulations issued under the authority
of Code Section 83(b).


 


(c)       If
any Grantee shall make any disposition of shares of Stock issued pursuant to the exercise of an Incentive Option under the circumstances
described in Section 421(b) of the Code (relating to certain disqualifying dispositions), such Grantee shall notify the Company
of such disposition within ten (10) days hereof.


 


12.       Effective
Date of Plan.


 


The
Plan shall be effective upon the earlier to occur of its adoption by the Board or its approval by the stockholders of the Company;
provided, however, that if, and only if, certain options are intended to qualify as Incentive Stock Options, the Plan is to be
approved by the Company’s stockholders no later than one-year after approval by the Board, and further, that in the event
certain Option, Restricted Stock or Restricted Stock Unit grants hereunder are intended to qualify as performance-based compensation
within the meaning of Section 162(m) of the Code, the requirements as to stockholder approval set forth in Section 162(m) of the
Code are satisfied. If the Plan is not adopted by the stockholders, then any grant of an Option that may continue by its terms,
will be considered a non-qualified stock option rather than a qualified option.


 


13.       Amendment
and Termination.


 


The
Board may amend, suspend, or terminate the Plan, except that no amendment shall be made that would impair the rights of any Participant
under any Option, Restricted Stock or Restricted Stock Units theretofore granted without the Participant’s consent, and
except that no amendment shall be made which, without the approval of the stockholders of the Company would:


 




    	 	12	 



     


    

 


(a)       materially
increase the number of shares that may be issued under the Plan, except as is provided in Section 8;


 


(b)       materially
increase the benefits accruing to the Participants under the Plan;


 


(c)       materially
modify the requirements as to eligibility for participation in the Plan;


 


(d)       decrease
the exercise price of an Incentive Option to less than 100% of the Fair Market Value per share of Stock on the date of grant thereof
or the exercise price of a Nonqualified Option to less than 100% of the Fair Market Value per share of Stock on the date of grant
thereof; or


 


(e)       extend
the term of any Option beyond that provided for in Section 5(b).


 


(f)       except
as otherwise provided in Sections 5(d) and 8 hereof, reduce the exercise price of outstanding Options or effect repricing through
cancellations and re-grants of new Options.


 


Subject
to the forgoing, the Committee may amend the terms of any Option, Restricted Stock or Restricted Stock Units theretofore granted,
prospectively or retrospectively, but no such amendment shall impair the rights of any Participant without the Participant’s
consent.


 


It
is the intention of the Board that the Plan comply strictly with the provisions of Section 409A of the Code and Treasury Regulations
and other Internal Revenue Service guidance promulgated thereunder (the “Section 409A Rules”) and the Committee
shall exercise its discretion in granting awards hereunder (and the terms of such awards), accordingly. The Plan and any grant
of an award hereunder may be amended from time to time (without, in the case of an award, the consent of the Participant) as may
be necessary or appropriate to comply with the Section 409A Rules.


 


14.       Government
Regulations.


 


The
Plan, and the grant and exercise of Options, Restricted Stock or Restricted Stock Units hereunder, and the obligation of the Company
to sell and deliver shares under such Options, Restricted Stock and Restricted Stock Units shall be subject to all applicable
laws, rules and regulations, and to such approvals by any governmental agencies, national securities exchanges and interdealer
quotation systems as may be required.


 


15.       General
Provisions.


 


(a)       Certificates.
All certificates for shares of Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission,
or other securities commission having jurisdiction, any applicable Federal or state securities law, any stock exchange or interdealer
quotation system upon which the Stock is then listed or traded and the Committee may cause a legend or legends to be placed on
any such certificates to make appropriate reference to such restrictions.


 




    	 	13	 



     


    

 


(b)       Employment
Matters. Neither the adoption of the Plan nor any grant or award under the Plan shall confer upon any Participant who is an
employee of the Company or any Subsidiary any right to continued employment or, in the case of a Participant who is a director,
continued service as a director, with the Company or a Subsidiary, as the case may be, nor shall it interfere in any way with
the right of the Company or any Subsidiary to terminate the employment of any of its employees, the service of any of its directors
or the retention of any of its consultants or advisors at any time.


 


(c)       Limitation
of Liability. No member of the Committee, or any officer or employee of the Company acting on behalf of the Committee, shall
be personally liable for any action, determination or interpretation taken or made in good faith with respect to the Plan, and
all members of the Committee and each and any officer or employee of the Company acting on their behalf shall, to the extent permitted
by law, be fully indemnified and protected by the Company in respect of any such action, determination or interpretation.


 


(d)       Registration
of Stock. Notwithstanding any other provision in the Plan, no Option may be exercised unless and until the Stock to be issued
upon the exercise thereof has been registered under the Securities Act and applicable state securities laws, or are, in the opinion
of counsel to the Company, exempt from such registration in the United States. The Company shall not be under any obligation to
register under applicable federal or state securities laws any Stock to be issued upon the exercise of an Option or vesting of
Restricted Stock Units granted hereunder in order to permit the exercise of an Option or vesting of Restricted Stock Units and
the issuance and sale of the Stock subject to such Option or Restricted Stock Units, although the Company may in its sole discretion
register such Stock at such time as the Company shall determine. If the Company chooses to comply with such an exemption from
registration, the Stock issued under the Plan may, at the direction of the Committee, bear an appropriate restrictive legend restricting
the transfer or pledge of the Stock represented thereby, and the Committee may also give appropriate stop transfer instructions
with respect to such Stock to the Company’s transfer agent.


 


16.       Non-Uniform
Determinations.


 


The
Committee’s determinations under the Plan, including, without limitation, (i) the determination of the Participants to receive
awards, (ii) the form, amount and timing of such awards, (iii) the terms and provisions of such awards and (iii) the agreements
evidencing the same, need not be uniform and may be made by it selectively among Participants who receive, or who are eligible
to receive, awards under the Plan, whether or not such Participants are similarly situated.


 




    	 	14	 



     


    

 


17.       Governing
Law.


 


The
validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance
with the internal laws of the State of Nevada, without giving effect to principles of conflicts of laws, and applicable federal
law.


 




    	 	15