Exhibit 10.1


 


CYCLACEL PHARMACEUTICALS, INC.


 


2015 EQUITY INCENTIVE PLAN


 


Effective May 22, 2015


 


Revised May 30, 2017


 


		1.	DEFINITIONS.



 


Unless otherwise specified or unless the context
otherwise requires, the following terms, as used in this Cyclacel Pharmaceuticals, Inc. 2015 Equity Incentive Plan, have the following
meanings:


 


Administrator means the Board of Directors, unless
it has delegated power to act on its behalf to the Committee, in which case the Administrator means the Committee.


 


Affiliate means a corporation which, for purposes
of Section 424 of the Code, is a parent or subsidiary of the Company, direct or indirect.


 


Agreement means an agreement between the Company
and a Participant pertaining to a Stock Right delivered pursuant to the Plan in such form as the Administrator shall approve.


 


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


 


Cause means, with respect to a Participant (a)
dishonesty with respect to the Company or any Affiliate, (b) insubordination, substantial malfeasance or non-feasance of duty,
(c) unauthorized disclosure of confidential information, (d) breach by a Participant of any provision of any employment, consulting,
advisory, nondisclosure, non-competition or similar agreement between the Participant and the Company or any Affiliate, and (e)
conduct substantially prejudicial to the business of the Company or any Affiliate; provided, however, that any provision in an
agreement between a Participant and the Company or an Affiliate, which contains a conflicting definition of Cause for termination
and which is in effect at the time of such termination, shall supersede this definition with respect to that Participant. The determination
of the Administrator as to the existence of Cause will be conclusive on the Participant and the Company.


 


Change of Control means the occurrence of any
of the following events: (a) any person, partnership, joint venture, corporation or other entity, or two or more of any of the
foregoing acting as a group (or any “person” within the meaning of Sections 13(d) and 14(d) of the Exchange Act), other
than the Company, an Affiliate, or an employee benefit plan (or related trust) of the Company or an Affiliate, become(s) the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act) of 30% or more of the then-outstanding voting stock of the Company;
(b) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors
(together with any new director whose election by the Board of Directors or whose nomination for election by the Company’s
stockholders, was approved by a vote of at least two-thirds of the directors then still in office who either were directors at
the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute
a majority of the directors then in office; (c) all or substantially all of the business of the Company is disposed of pursuant
to a merger, consolidation or other transaction in which the Company is not the surviving corporation or the Company combines with
another company and is the surviving corporation (unless the stockholders of the Company immediately following such merger, consolidation,
combination, or other transaction beneficially own, directly or indirectly, more than 50% of the aggregate voting stock or other
ownership interests of  (x) the entity or entities, if any, that succeed to the business of the Company or (y) the combined
company); (d) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as
a consequence of which the Board of Directors in office immediately prior to such transaction or event constitutes less than a
majority of the Board of Directors thereafter; or (e) the stockholders of the Company approve a sale of all or substantially all
of the assets of the Company or a liquidation or dissolution of the Company; provided, that if any payment or benefit payable hereunder
upon or following a Change of Control would be required to comply with the limitations of Section 409A(a)(2)(A)(v) of the Code
in order to avoid an additional tax under Section 409A of the Code, such payment or benefit shall be made only if such Change in
Control constitutes a change in ownership or control of the Company, or a change in ownership of the Company’s assets in
accordance with Section 409A of the Code.


 




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Code means the United States Internal Revenue
Code of 1986, as amended including any successor statute, regulation and guidance thereto.


 


Committee means the committee of the Board of
Directors to which the Board of Directors has delegated power to act under or pursuant to the provisions of the Plan the composition
of which shall at all times satisfy the provisions of Section 162(m) of the Code.


 


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


 


Company means Cyclacel Pharmaceuticals, Inc.,
a Delaware corporation.


 


Consultant means any natural person who is an
advisor or consultant that provides bona fide services to the Company or its Affiliates, provided that 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 or its Affiliates’ securities.


 


Disability or Disabled means permanent
and total disability as defined in Section 22(e)(3) of the Code.


 


Employee means any employee of the Company or
of an Affiliate (including, without limitation, an employee who is also serving as an officer or director of the Company or of
an Affiliate), designated by the Administrator to be eligible to be granted one or more Stock Rights under the Plan.


 


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


 


Fair Market Value of a Share of Common Stock means:


 


(1)   If the Common
Stock is listed on a national securities exchange or traded in the over-the-counter market and sales prices are regularly reported
for the Common Stock, the closing or, if not applicable, the last price of the Common Stock on the composite tape or other comparable
reporting system for the trading day on the applicable date and if such applicable date is not a trading day, the last market trading
day prior to such date;


 


(2)   If the Common
Stock is not traded on a national securities exchange but is traded on the over-the-counter market, if sales prices are not regularly
reported for the Common Stock for the trading day referred to in clause (1), and if bid and asked prices for the Common Stock are
regularly reported, the mean between the bid and the asked price for the Common Stock at the close of trading in the over-the-counter
market for the trading day on which Common Stock was traded on the applicable date and if such applicable date is not a trading
day, the last market trading day prior to such date; and


 


(3)   If the Common
Stock is neither listed on a national securities exchange nor traded in the over-the-counter market, such value as the Administrator,
in good faith, shall determine in compliance with applicable laws.


 


ISO means an option intended to qualify as an
incentive stock option under Section 422 of the Code.


 


Non-Qualified Option means an option which is
not intended to qualify as an ISO.


 


Option means an ISO or Non-Qualified Option granted
under the Plan.


 


Participant means an Employee, director or Consultant
of the Company or an Affiliate to whom one or more Stock Rights are granted under the Plan. As used herein, “Participant”
shall include “Participant’s Survivors” where the context requires.


 




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Performance Based Award means a Stock Grant or
Stock-Based Award which vests based on the attainment of written Performance Goals as set forth in Paragraph 9 hereof.


 


Performance Goals means performance goals based
on one or more of the following criteria: (i) pre-tax income or after-tax income; (ii) income or earnings including operating income,
earnings before or after taxes, interest, depreciation, amortization, and/or extraordinary or special items; (iii) net income excluding
amortization of intangible assets, depreciation and impairment of goodwill and intangible assets and/or excluding charges attributable
to the adoption of new accounting pronouncements; (iv) earnings or book value per share (basic or diluted); (v) return on assets
(gross or net), return on investment, return on capital, return on invested capital or return on equity; (vi) return on revenues;
(vii) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or
cash flow in excess of cost of capital; (viii) economic value created; (ix) operating margin or profit margin; (x) stock price
or total shareholder return; (xi) income or earnings from continuing operations; (xii) cost targets, reductions and savings, expense
management, productivity and efficiencies; (xiii) operational objectives, consisting of one or more objectives based on achieving
progress in research and development programs or achieving regulatory milestones related to development and or approval of products;
and (xiv) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration or market
share of one or more products or customers, geographic business expansion, customer satisfaction, employee satisfaction, human
resources management, supervision of litigation, information technology, and goals relating to acquisitions, divestitures, joint
ventures and similar transactions. Where applicable, the Performance Goals may be expressed in terms of a relative measure against
a set of identified peer group companies, attaining a specified level of the particular criterion or the attainment of a percentage
increase or decrease in the particular criterion, and may be applied to one or more of the Company or an Affiliate of the Company,
or a division or strategic business unit of the Company, all as determined by the Committee. The Performance Goals may include
a threshold level of performance below which no Performance-Based Award will be issued or no vesting will occur, levels of performance
at which Performance-Based Awards will be issued or specified vesting will occur, and a maximum level of performance above which
no additional issuances will be made or at which full vesting will occur. Each of the foregoing Performance Goals shall be evaluated
in an objectively determinable manner in accordance with Section 162(m) of the Code and in accordance with generally accepted accounting
principles where applicable, unless otherwise specified by the Committee, and shall be subject to certification by the Committee.
The Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring
events affecting the Company or any Affiliate or the financial statements of the Company or any Affiliate, in response to changes
in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in
nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles
provided that any such change shall at all times satisfy the provisions of Section 162(m) of the Code.


 


Plan means this Cyclacel Pharmaceuticals, Inc.
2015 Equity Incentive Plan.


 


Securities Act means the Securities Act of 1933,
as amended.


 


Shares means shares of the Common Stock as to
which Stock Rights have been or may be granted under the Plan or any shares of capital stock into which the Shares are changed
or for which they are exchanged within the provisions of Paragraph 3 of the Plan. The Shares issued under the Plan may be authorized
and unissued shares or shares held by the Company in its treasury, or both.


 


Stock-Based Award means a grant by the Company
under the Plan of an equity award or an equity based award which is not an Option or a Stock Grant, which the Committee may, in
its sole discretion, structure to qualify in whole or in part as “performance-based compensation” under Section 162(m)
of the Code.


 


Stock Grant means a grant by the Company of Shares
under the Plan, which the Committee may, in its sole discretion, structure to qualify in whole or in part as “performance-based
compensation” under Section 162(m) of the Code.


 




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Stock Right means a right to Shares or the value
of Shares of the Company granted pursuant to the Plan—an ISO, a Non-Qualified Option, a Stock Grant or a Stock-Based Award.


 


Survivor means a deceased Participant’s
legal representatives and/or any person or persons who acquired the Participant’s rights to a Stock Right by will or by the
laws of descent and distribution.


 


		2.	PURPOSES OF THE PLAN.



 


​The Plan is intended to encourage ownership of Shares by
Employees and directors of and certain Consultants to the Company and its Affiliates in order to attract and retain such people,
to induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive for them to promote
the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs, Non-Qualified Options, Stock Grants
and Stock-Based Awards.


 


		3.	SHARES SUBJECT TO THE PLAN.



 


(a)   The number of Shares which
may be issued from time to time pursuant to this Plan shall be the sum of: (i) [891,666] shares of Common Stock and (ii) any shares
of Common Stock that are represented by awards granted under the Company’s Amended and Restated 2006 Equity Incentive Plan
that are forfeited, expire or are cancelled without delivery of shares of Common Stock or which result in the forfeiture of shares
of Common Stock back to the Company on or after May 22, 2015, or the equivalent of such number of Shares after the Administrator,
in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar
transaction in accordance with Paragraph 25 of this Plan; provided, however, that no more than [102,662] Shares shall be added
to the Plan pursuant to subsection (ii).


 


(b)   If an Option ceases to
be “outstanding”, in whole or in part (other than by exercise), or if the Company shall reacquire (at not more than
its original issuance price) any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock Right expires or
is forfeited, cancelled, or otherwise terminated or results in any Shares not being issued, the unissued or reacquired Shares which
were subject to such Stock Right shall again be available for issuance from time to time pursuant to this Plan. Notwithstanding
the foregoing, if a Stock Right is exercised, in whole or in part, by tender of Shares or if the Company or an Affiliate’s
tax withholding obligation is satisfied by withholding Shares, the number of Shares deemed to have been issued under the Plan for
purposes of the limitation set forth in Paragraph 3(a) above shall be the number of Shares that were subject to the Stock Right
or portion thereof, and not the net number of Shares actually issued. However, in the case of ISOs, the foregoing provisions shall
be subject to any limitations under the Code.


 


		4.	ADMINISTRATION OF THE PLAN.



 


​The Administrator of the Plan will be the Board of Directors,
except to the extent the Board of Directors delegates its authority to the Committee, in which case the Committee shall be the
Administrator. Notwithstanding the foregoing, the Board of Directors may not take any action that would cause any outstanding Stock
Right that would otherwise qualify as performance-based compensation under Section 162(m) of the Code to fail to so qualify. Subject
to the provisions of the Plan, the Administrator is authorized to:


 


(a)   Interpret the provisions
of the Plan and all Stock Rights and to make all rules and determinations which it deems necessary or advisable for the administration
of the Plan;


 


(b)   Determine which Employees,
directors and Consultants shall be granted Stock Rights;


 


(c)   Determine the number of
Shares for which a Stock Right or Stock Rights shall be granted, provided, however, that in no event shall Stock Rights with respect
to more than [62,500] Shares be granted to any Participant in any fiscal year;


 


(d)   Specify the terms and
conditions upon which a Stock Right or Stock Rights may be granted;


 




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(e)   Determine Performance
Goals no later than such time as required to ensure that a Performance-Based Award which is intended to comply with the requirements
of Section 162(m) of the Code so complies;


 


(f)   Amend any term or condition
of any outstanding Stock Right, other than reducing the exercise price or purchase price, provided that (i) such term or condition
as amended is not prohibited by the Plan; (ii) any such amendment shall not impair the rights of a Participant under any Stock
Right previously granted without such Participant’s consent or in the event of death of the Participant the Participant’s
Survivors; and (iii) any such amendment shall be made only after the Administrator determines whether such amendment would cause
any adverse tax consequences to the Participant, including, but not limited to, the annual vesting limitation contained in Section
422(d) of the Code and described in Paragraph 6(b)(iv) below with respect to ISOs and pursuant to Section 409A of the Code;


 


(g)   Make any adjustments in
the Performance Goals included in any Performance-Based Awards provided that such adjustments comply with the requirements of Section
162(m) of the Code; and


 


(h)   Adopt any sub-plans applicable
to residents of any specified jurisdiction as it deems necessary or appropriate in order to comply with or take advantage of any
tax or other laws applicable to the Company, any Affiliate or to Participants or to otherwise facilitate the administration of
the Plan, which sub-plans may include additional restrictions or conditions applicable to Stock Rights or Shares issuable pursuant
to a Stock Right;


 


provided, however, that all such interpretations, rules, determinations,
terms and conditions shall be made and prescribed in the context of not causing any adverse tax consequences under Section 409A
of the Code and preserving the tax status under Section 422 of the Code of those Options which are designated as ISOs and in accordance
with Section 162(m) of the Code for all other Stock Rights to which the Committee has determined Section 162(m) is applicable.
Subject to the foregoing, the interpretation and construction by the Administrator of any provisions of the Plan or of any Stock
Right granted under it shall be final, unless otherwise determined by the Board of Directors, if the Administrator is the Committee.
In addition, if the Administrator is the Committee, the Board of Directors may take any action under the Plan that would otherwise
be the responsibility of the Committee.


 


To the extent permitted under applicable law,
the Board of Directors or the Committee may allocate all or any portion of its responsibilities and powers to any one or more of
its members and may delegate all or any portion of its responsibilities and powers to any other person selected by it. The Board
of Directors or the Committee may revoke any such allocation or delegation at any time. Notwithstanding the foregoing, only the
Board of Directors or the Committee shall be authorized to grant a Stock Right to any director of the Company or to any “officer”
of the Company as defined by Rule 16a-1 under the Exchange Act.


 


		5.	ELIGIBILITY FOR PARTICIPATION.



 


​The Administrator will, in its sole discretion, name the
Participants in the Plan; provided, however, that each Participant must be an Employee, director or Consultant of the Company or
of an Affiliate at the time a Stock Right is granted. Notwithstanding the foregoing, the Administrator may authorize the grant
of a Stock Right to a person not then an Employee, director or Consultant of the Company or of an Affiliate; provided, however,
that the actual grant of such Stock Right shall be conditioned upon such person becoming eligible to become a Participant at or
prior to the time of the execution of the Agreement evidencing such Stock Right. ISOs may be granted only to Employees who are
deemed to be residents of the United States for tax purposes. Non-Qualified Options, Stock Grants and Stock-Based Awards may be
granted to any Employee, director or Consultant of the Company or an Affiliate. The granting of any Stock Right to any individual
shall neither entitle that individual to, nor disqualify him or her from, participation in any other grant of Stock Rights or any
grant under any other benefit plan established by the Company or any Affiliate for Employees, directors or Consultants.


 


		6.	TERMS AND CONDITIONS OF OPTIONS.



 


​Each Option shall be set forth in writing in an Option Agreement,
duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Administrator
may provide that Options be granted subject to such terms and conditions, consistent with the terms and conditions specifically
required under this Plan, as the Administrator may deem appropriate including, without limitation, subsequent approval by the shareholders
of the Company of this Plan or any amendments thereto. The Option Agreements shall be subject to at least the following terms and
conditions:


 




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(a)   Non-Qualified Options:   Each
Option intended to be a Non-Qualified Option shall be subject to the terms and conditions which the Administrator determines to
be appropriate and in the best interest of the Company, subject to the following minimum standards for any such Non-Qualified Option:


 


		(i)	Exercise Price:   Each Option Agreement shall state the exercise price (per share) of the Shares covered
by each Option, which exercise price shall be determined by the Administrator and shall be at least equal to the Fair Market Value
per share of Common Stock on the date of grant of the Option.



 


		(ii)	Number of Shares:   Each Option Agreement shall state the number of Shares to which it pertains.



 


		(iii)	Vesting:   Each Option Agreement shall state the date or dates on which it first is exercisable and the
date after which it may no longer be exercised, and may provide that the Option rights accrue or become exercisable in installments
over a period of months or years, or upon the occurrence of certain performance conditions or the attainment of stated goals or
events.



 


		(iv)	Additional Conditions:   Exercise of any Option may be conditioned upon the Participant’s execution
of a Share purchase agreement in form satisfactory to the Administrator providing for certain protections for the Company and its
other shareholders, including requirements that:



 


		A.	The Participant’s or the Participant’s Survivors’ right to sell or transfer the Shares may be restricted;
and



 


		B.	The Participant or the Participant’s Survivors may be required to execute letters of investment intent and must also
acknowledge that the Shares will bear legends noting any applicable restrictions.



 


		(v)	Term of Option:   Each Option shall terminate not more than ten years from the date of the grant or at
such earlier time as the Option Agreement may provide.



 


(b)   ISOs:   Each
Option intended to be an ISO shall be issued only to an Employee who is deemed to be a resident of the United States for tax purposes,
and shall be subject to the following terms and conditions, with such additional restrictions or changes as the Administrator determines
are appropriate but not in conflict with Section 422 of the Code and relevant regulations and rulings of the Internal Revenue Service:


 


		(i)	Minimum standards:   The ISO shall meet the minimum standards required of Non-Qualified Options, as described
in Paragraph 6(a) above, except clause (i) and (v) thereunder.



 


		(ii)	Exercise Price:   Immediately before the ISO is granted, if the Participant owns, directly or by reason
of the applicable attribution rules in Section 424(d) of the Code:



 


		A.	10% or less of the total combined voting power of all classes of stock of the Company or an Affiliate, the exercise
price per share of the Shares covered by each ISO shall not be less than 100% of the Fair Market Value per share of the Common
Stock on the date of grant of the Option; or



 


		B.	More than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate, the exercise price
per share of the Shares covered by each ISO shall not be less than 110% of the Fair Market Value per share of the Common Stock
on the date of grant of the Option.



 




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		(iii)	Term of Option:   For Participants who own:



 


		A.	10% or less of the total combined voting power of all classes of stock of the Company or an Affiliate, each ISO shall
terminate not more than ten years from the date of the grant or at such earlier time as the Option Agreement may provide; or



 


		B.	More than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate, each ISO shall terminate
not more than five years from the date of the grant or at such earlier time as the Option Agreement may provide.



 


		(iv)	Limitation on Yearly Exercise:   The Option Agreements shall restrict the amount of ISOs which may become
exercisable in any calendar year (under this or any other ISO plan of the Company or an Affiliate) so that the aggregate Fair Market
Value (determined on the date each ISO is granted) of the stock with respect to which ISOs are exercisable for the first time by
the Participant in any calendar year does not exceed $100,000.



 


		7.	TERMS AND CONDITIONS OF STOCK GRANTS.



 


Each Stock Grant to a Participant shall state
the principal terms in an Agreement duly executed by the Company and, to the extent required by law or requested by the Company,
by the Participant. The Agreement shall be in a form approved by the Administrator and shall contain terms and conditions which
the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum standards:


 


		(i)	Each Agreement shall state the purchase price per share, if any, of the Shares covered by each Stock Grant, which purchase
price shall be determined by the Administrator but shall not be less than the minimum consideration required by the Delaware General
Corporation Law, if any, on the date of the grant of the Stock Grant;



 


		(ii)	Each Agreement shall state the number of Shares to which the Stock Grant pertains; and



 


		(iii)	Each Agreement shall include the terms of any right of the Company to restrict or reacquire the Shares subject to the Stock
Grant, including the time period or attainment of Performance Goals or such other performance criteria upon which such rights shall
accrue and the purchase price therefor, if any.



 


		8.	TERMS AND CONDITIONS OF OTHER STOCK-BASED AWARDS.



 


The Administrator shall have the right to grant
other Stock-Based Awards based upon the Common Stock having such terms and conditions as the Administrator may determine, including,
without limitation, the grant of Shares based upon certain conditions, the grant of securities convertible into Shares and the
grant of stock appreciation rights, phantom stock awards or stock units. The principal terms of each Stock-Based Award shall be
set forth in an Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the
Participant. The Agreement shall be in a form approved by the Administrator and shall contain terms and conditions which the Administrator
determines to be appropriate and in the best interest of the Company. Each Agreement shall include the terms of any right of the
Company including the right to terminate the Stock-Based Award without the issuance of Shares, the terms of any vesting conditions,
Performance Goals or events upon which Shares shall be issued. Under no circumstances may the Agreement covering stock appreciation
rights (a) have an exercise price (per share) that is less than the Fair Market Value per share of Common Stock on the date of
grant or (b) expire more than ten years following the date of grant.


 


The Company intends that the Plan and any Stock-Based
Awards granted hereunder be exempt from the application of Section 409A of the Code or meet the requirements of paragraphs (2),
(3) and (4) of subsection (a) of Section 409A of the Code, to the extent applicable, and be operated in accordance with Section
409A so that any compensation deferred under any Stock-Based Award (and applicable investment earnings) shall not be included in
income under Section 409A of the Code. Any ambiguities in the Plan shall be construed to effect the intent as described in this
Paragraph 8.


 




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		9.	PERFORMANCE BASED AWARDS.



 


Notwithstanding anything to the contrary herein,
during any period when Section 162(m) of the Code is applicable to the Company and the Plan, Stock Rights granted under Paragraph
7 and Paragraph 8 may be granted by the Committee in a manner which is deductible by the Company under Section 162(m) of the Code
(“Performance-Based Awards”). A Participant’s Performance-Based Award shall be determined based on the attainment
of written Performance Goals, which must be objective and approved by the Committee for a performance period of between one and
five years established by the Committee (I) while the outcome for that performance period is substantially uncertain and (II) no
more than 90 days after the commencement of the performance period to which the Performance Goal relates or, if less, the number
of days which is equal to 25% of the relevant performance period. The Committee shall determine whether, with respect to a performance
period, the applicable Performance Goals have been met with respect to a given Participant and, if they have, to so certify and
ascertain the amount of the applicable Performance-Based Award. No Performance-Based Awards will be issued for such performance
period until such certification is made by the Committee. The number of shares issued in respect of a Performance-Based Award to
a given Participant may be less than the amount determined by the applicable Performance Goal formula, at the discretion of the
Committee. The number of shares issued in respect of a Performance-Based Award determined by the Committee for a performance period
shall be paid to the Participant at such time as determined by the Committee in its sole discretion after the end of such performance
period. Nothing in this Section shall prohibit the Company from granting Stock-Based Awards subject to performance criteria that
do not comply with this Paragraph.


 


		10.	EXERCISE OF OPTIONS AND ISSUE OF SHARES.



 


An Option (or any part or installment thereof)
shall be exercised by giving written notice to the Company or its designee (in a form acceptable to the Administrator, which may
include electronic notice), together with provision for payment of the aggregate exercise price in accordance with this Paragraph
for the Shares as to which the Option is being exercised, and upon compliance with any other condition(s) set forth in the Option
Agreement. Such notice shall be signed by the person exercising the Option (which signature may be provided electronically in a
form acceptable to the Administrator), shall state the number of Shares with respect to which the Option is being exercised and
shall contain any representation required by the Plan or the Option Agreement. Payment of the exercise price for the Shares as
to which such Option is being exercised shall be made (a) in United States dollars in cash or by check; or (b) at the discretion
of the Administrator, through delivery of shares of Common Stock held for at least six months (if required to avoid negative accounting
treatment) having a Fair Market Value equal as of the date of the exercise to the aggregate cash exercise price for the number
of Shares as to which the Option is being exercised; or (c) at the discretion of the Administrator, by having the Company retain
from the Shares otherwise issuable upon exercise of the Option, a number of Shares having a Fair Market Value equal as of the date
of exercise to the aggregate exercise price for the number of Shares as to which the Option is being exercised; or (d) at the discretion
of the Administrator, in accordance with a cashless exercise program established with a securities brokerage firm, and approved
by the Administrator; or (e) at the discretion of the Administrator, by any combination of  (a), (b), (c) and (d) above
or (f) at the discretion of the Administrator, by payment of such other lawful consideration as the Administrator may determine.
Notwithstanding the foregoing, the Administrator shall accept only such payment on exercise of an ISO as is permitted by Section
422 of the Code.


 


The Company shall then reasonably promptly
deliver the Shares as to which such Option was exercised to the Participant (or to the Participant’s Survivors, as the case
may be). In determining what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery
of the Shares may be delayed by the Company in order to comply with any law or regulation (including, without limitation, state
securities or “blue sky” laws) which requires the Company to take any action with respect to the Shares prior to their
issuance. The Shares shall, upon delivery, be fully paid, non-assessable Shares.


 




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		11.	PAYMENT IN CONNECTION WITH THE ISSUANCE OF STOCK GRANTS AND STOCK-BASED AWARDS AND ISSUE OF SHARES.



 


Any Stock Grant or Stock-Based Award requiring
payment of a purchase price for the Shares as to which such Stock Grant or Stock-Based Award is being granted shall be made (a)
in United States dollars in cash or by check; or (b) at the discretion of the Administrator, through delivery of shares of Common
Stock held for at least six months (if required to avoid negative accounting treatment) and having a Fair Market Value equal as
of the date of payment to the purchase price of the Stock Grant or Stock-Based Award; or (c) at the discretion of the Administrator,
by any combination of  (a) and (b) above; or (d) at the discretion of the Administrator, by payment of such other lawful
consideration as the Administrator may determine.


 


The Company shall when required by the applicable
Agreement, reasonably promptly deliver the Shares as to which such Stock Grant or Stock-Based Award was made to the Participant
(or to the Participant’s Survivors, as the case may be), subject to any escrow provision set forth in the applicable Agreement.
In determining what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery of
the Shares may be delayed by the Company in order to comply with any law or regulation (including, without limitation, state securities
or “blue sky” laws) which requires the Company to take any action with respect to the Shares prior to their issuance.


 


		12.	RIGHTS AS A SHAREHOLDER.



 


No Participant to whom a Stock Right has been
granted shall have rights as a shareholder with respect to any Shares covered by such Stock Right except after due exercise of
an Option or issuance of Shares as set forth in any Agreement, tender of the aggregate exercise or purchase price, if any, for
the Shares being purchased and registration of the Shares in the Company’s share register in the name of the Participant.


 


		13.	ASSIGNABILITY AND TRANSFERABILITY OF STOCK RIGHTS.



 


By its terms, a Stock Right granted to a Participant
shall not be transferable by the Participant other than (i) by will or by the laws of descent and distribution, or (ii) as approved
by the Administrator in its discretion and set forth in the applicable Agreement provided that no Stock Right may be transferred
by a Participant for value. Notwithstanding the foregoing, an ISO transferred except in compliance with clause (i) above shall
no longer qualify as an ISO. The designation of a beneficiary of a Stock Right by a Participant, with the prior approval of the
Administrator and in such form as the Administrator shall prescribe, shall not be deemed a transfer prohibited by this Paragraph.
Except as provided above during the Participant’s lifetime a Stock Right shall only be exercisable by or issued to such Participant
(or his or her legal representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation of law
or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge,
hypothecation or other disposition of any Stock Right or of any rights granted thereunder contrary to the provisions of this Plan,
or the levy of any attachment or similar process upon a Stock Right, shall be null and void.


 


		14.	EFFECT ON OPTIONS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE OR DEATH OR DISABILITY.



 


Except as otherwise provided in a Participant’s
Option Agreement, in the event of a termination of service (whether as an Employee, director or Consultant) with the Company or
an Affiliate before the Participant has exercised an Option, the following rules apply:


 


		(i)	A Participant who ceases to be an Employee, director or Consultant of the Company or of an Affiliate (for any reason other
than termination for Cause, Disability, or death for which events there are special rules in Paragraphs 15, 16, and 17, respectively),
may exercise any Option granted to him or her to the extent that the Option is exercisable on the date of such termination of service,
but only within such term as the Administrator has designated in a Participant’s Option Agreement.



 


		(ii)	Except as provided in Subparagraph (iii) below, or Paragraph 16 or 17, in no event may an Option intended to be an ISO, be
exercised later than three months after the Participant’s termination of employment.



 


		(iii)	The provisions of this Paragraph, and not the provisions of Paragraph 16 or 17, shall apply to a Participant who subsequently
becomes Disabled or dies after the termination of employment, director status or consultancy; provided, however, in the case of
a Participant’s Disability or death within three months after the termination of employment, director status or consultancy,
the Participant or the Participant’s Survivors may exercise the Option within one year after the date of the Participant’s
termination of service, but in no event after the date of expiration of the term of the Option.



 




    	 	9	 



     


    

 


		(iv)	Notwithstanding anything herein to the contrary, if subsequent to a Participant’s termination of employment, termination
of director status or termination of consultancy, but prior to the exercise of an Option, the Administrator determines that, either
prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then
such Participant shall forthwith cease to have any right to exercise any Option.



 


		(v)	A Participant to whom an Option has been granted under the Plan who is absent from the Company or an Affiliate because of temporary
disability (any disability other than a Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose,
shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant’s
employment, director status or consultancy with the Company or with an Affiliate, except as the Administrator may otherwise expressly
provide; provided, however, that, for ISOs, any leave of absence granted by the Administrator of greater than ninety days, unless
pursuant to a contract or statute that guarantees the right to reemployment, shall cause such ISO to become a Non-Qualified Option
on the 181st day following such leave of absence.



 


		(vi)	Except as required by law or as set forth in a Participant’s Option Agreement, Options granted under the Plan shall not
be affected by any change of a Participant’s status within or among the Company and any Affiliates, so long as the Participant
continues to be an Employee, director or Consultant of the Company or any Affiliate.



 


		15.	EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR CAUSE.



 


Except as otherwise provided in a Participant’s
Option Agreement, the following rules apply if the Participant’s service (whether as an Employee, director or Consultant)
with the Company or an Affiliate is terminated for Cause prior to the time that all his or her outstanding Options have been exercised:


 


		(i)	All outstanding and unexercised Options as of the time the Participant is notified his or her service is terminated for Cause
will immediately be forfeited.



 


		(ii)	Cause is not limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary
that the Administrator’s finding of Cause occur prior to termination. If the Administrator determines, subsequent to a Participant’s
termination of service but prior to the exercise of an Option, that either prior or subsequent to the Participant’s termination
the Participant engaged in conduct which would constitute Cause, then the right to exercise any Option is forfeited.



 


		16.	EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY.



 


Except as otherwise provided in a Participant’s
Option Agreement:


 


		(i)	A Participant who ceases to be an Employee, director or Consultant of the Company or of an Affiliate by reason of Disability
may exercise any Option granted to such Participant to the extent that the Option has become exercisable but has not been exercised
on the date of the Participant’s termination of service due to Disability;



 


		(ii)	In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the
Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next
vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current
vesting period prior to the date of the Participant’s termination of service due to Disability;



 


		(iii)	A Disabled Participant may exercise the Option only within the period ending one year after the date of the Participant’s
termination of service due to Disability, notwithstanding that the Participant might have been able to exercise the Option as to
some or all of the Shares on a later date if the Participant had not been terminated due to Disability and had continued to be
an Employee, director or Consultant or, if earlier, within the originally prescribed term of the Option; and



 




    	 	10	 



     


    

 


		(iv)	The Administrator shall make the determination both of whether Disability has occurred and the date of its occurrence (unless
a procedure for such determination is set forth in another agreement between the Company and such Participant, in which case such
procedure shall be used for such determination). If requested, the Participant shall be examined by a physician selected or approved
by the Administrator, the cost of which examination shall be paid for by the Company.



 


		17.	EFFECT ON OPTIONS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.



 


Except as otherwise provided in a Participant’s
Option Agreement:


 


		(i)	In the event of the death of a Participant while the Participant is an Employee, director or Consultant of the Company or of
an Affiliate, such Option may be exercised by the Participant’s Survivors to the extent that the Option has become exercisable
but has not been exercised on the date of death;



 


		(ii)	In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death
of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall
be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death; and



 


		(iii)	If the Participant’s Survivors wish to exercise the Option, they must take all necessary steps to exercise the Option
within one year after the date of death of such Participant, notwithstanding that the decedent might have been able to exercise
the Option as to some or all of the Shares on a later date if he or she had not died and had continued to be an Employee, director
or Consultant or, if earlier, within the originally prescribed term of the Option.



 


		18.	EFFECT OF TERMINATION OF SERVICE ON STOCK GRANTS AND STOCK-BASED AWARDS.



 


In the event of a termination of service (whether
as an Employee, director or Consultant) with the Company or an Affiliate for any reason before the Participant has accepted a Stock
Grant or a Stock-Based Award and paid the purchase price, if required, such grant shall terminate.


 


For purposes of this Paragraph 18 and Paragraph
19 below, a Participant to whom a Stock Grant or a Stock-Based Award has been issued under the Plan who is absent from work with
the Company or with an Affiliate because of temporary disability (any disability other than a Disability as defined in Paragraph
1 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue
of such absence alone, to have terminated such Participant’s employment, director status or consultancy with the Company
or with an Affiliate, except as the Administrator may otherwise expressly provide.


 


In addition, for purposes of this Paragraph
18 and Paragraph 19 below, any change of employment or other service within or among the Company and any Affiliates shall not be
treated as a termination of employment, director status or consultancy so long as the Participant continues to be an Employee,
director or Consultant of the Company or any Affiliate.


 


		19.	EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE, DEATH OR DISABILITY.



 


Except as otherwise provided in a Participant’s
Agreement, in the event of a termination of service for any reason (whether as an Employee, director or Consultant), other than
termination for Cause, death or Disability for which there are special rules in Paragraphs 20, 21, and 22 below, before all forfeiture
provisions or Company rights of repurchase shall have lapsed, then the Company shall have the right to cancel or repurchase that
number of Shares subject to a Stock Grant or Stock-Based Award as to which the Company’s forfeiture or repurchase rights
have not lapsed.


 




    	 	11	 



     


    

 


		20.	EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE FOR CAUSE.



 


Except as otherwise provided in a Participant’s
Agreement, the following rules apply if the Participant’s service (whether as an Employee, director or Consultant) with the
Company or an Affiliate is terminated for Cause:


 


		(i)	All Shares subject to any Stock Grant or Stock-Based Award that remain subject to forfeiture provisions or as to which the
Company shall have a repurchase right shall be immediately forfeited to the Company as of the time the Participant is notified
his or her service is terminated for Cause.



 


		(ii)	Cause is not limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary
that the Administrator’s finding of Cause occur prior to termination. If the Administrator determines, subsequent to a Participant’s
termination of service, that either prior or subsequent to the Participant’s termination the Participant engaged in conduct
which would constitute Cause, then all Shares subject to any Stock Grant or Stock-Based Award that remained subject to forfeiture
provisions or as to which the Company had a repurchase right on the date of termination shall be immediately forfeited to the Company.



 


		21.	EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE FOR DISABILITY.



 


Except as otherwise provided in a Participant’s
Agreement, the following rules apply if a Participant ceases to be an Employee, director or Consultant of the Company or of an
Affiliate by reason of Disability: to the extent the forfeiture provisions or the Company’s rights of repurchase have not
lapsed on the date of Disability, they shall be exercisable; provided, however, that in the event such forfeiture provisions or
rights of repurchase lapse periodically, such provisions or rights shall lapse to the extent of a pro rata portion of the Shares
subject to such Stock Grant or Stock-Based Award through the date of Disability as would have lapsed had the Participant not become
Disabled. The proration shall be based upon the number of days accrued prior to the date of Disability.


 


The Administrator shall make the determination
both as to whether Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth
in another agreement between the Company and such Participant, in which case such procedure shall be used for such determination).
If requested, the Participant shall be examined by a physician selected or approved by the Administrator, the cost of which examination
shall be paid for by the Company.


 


		22.	EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.



 


Except as otherwise provided in a Participant’s
Agreement, the following rules apply in the event of the death of a Participant while the Participant is an Employee, director
or Consultant of the Company or of an Affiliate: to the extent the forfeiture provisions or the Company’s rights of repurchase
have not lapsed on the date of death, they shall be exercisable; provided, however, that in the event such forfeiture provisions
or rights of repurchase lapse periodically, such provisions or rights shall lapse to the extent of a pro rata portion of the Shares
subject to such Stock Grant or Stock-Based Award through the date of death as would have lapsed had the Participant not died. The
proration shall be based upon the number of days accrued prior to the Participant’s date of death.


 


		23.	PURCHASE FOR INVESTMENT.



 


Unless the offering and sale of the Shares
shall have been effectively registered under the Securities Act, the Company shall be under no obligation to issue Shares under
the Plan unless and until the following conditions have been fulfilled:


 


		(i)	The person who receives a Stock Right shall warrant to the Company, prior to the receipt of Shares, that such person is acquiring
such Shares for his or her own account, for investment, and not with a view to, or for sale in connection with, the distribution
of any such Shares, in which event the person acquiring such Shares shall be bound by the provisions of the following legend (or
a legend in substantially similar form) which shall be endorsed upon the certificate evidencing the Shares issued pursuant to such
exercise or such grant:



 




    	 	12	 



     


    

 


“The shares represented by
this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including a pledgee,
unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933,
as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration
under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws.”


 


		(ii)	At the discretion of the Administrator, the Company shall have received an opinion of its counsel that the Shares may be issued
in compliance with the Securities Act without registration thereunder.



 


		24.	DISSOLUTION OR LIQUIDATION OF THE COMPANY.



 


Upon the dissolution or liquidation of the
Company, all Options granted under this Plan which as of such date shall not have been exercised and all Stock Grants and Stock-Based
Awards which have not been accepted, to the extent required under the applicable Agreement, will terminate and become null and
void; provided, however, that if the rights of a Participant or a Participant’s Survivors have not otherwise terminated and
expired, the Participant or the Participant’s Survivors will have the right immediately prior to such dissolution or liquidation
to exercise or accept any Stock Right to the extent that the Stock Right is exercisable or subject to acceptance as of the date
immediately prior to such dissolution or liquidation. Upon the dissolution or liquidation of the Company, any outstanding Stock-Based
Awards shall immediately terminate unless otherwise determined by the Administrator or specifically provided in the applicable
Agreement.


 


		25.	ADJUSTMENTS.



 


Upon the occurrence of any of the following
events, a Participant’s rights with respect to any Stock Right granted to him or her hereunder shall be adjusted as hereinafter
provided, unless otherwise specifically provided in a Participant’s Agreement.


 


(a)   Stock Dividends and
Stock Splits.   If  (i) the shares of Common Stock shall be subdivided or combined into a greater or
smaller number of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common
Stock, or (ii) 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 Common Stock, each Stock Right and the number of shares of Common Stock deliverable thereunder shall
be appropriately increased or decreased proportionately, and appropriate adjustments shall be made including, in the exercise or
purchase price per share, to reflect such events. The number of Shares subject to the limitations in Paragraph 3(a) and 4(c)shall
also be proportionately adjusted upon the occurrence of such events and the Performance Goals applicable to outstanding Performance-Based
Awards.


 


(b)   Corporate Transactions.   If
the Company is to be consolidated with or acquired by another entity in a merger, consolidation, or sale of all or substantially
all of the Company’s assets other than a transaction to merely change the state of incorporation (a “Corporate Transaction”),
the Administrator or the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor
Board”), shall, as to outstanding Options, either (i) make appropriate provision for the continuation of such Options by
substituting on an equitable basis for the Shares then subject to such Options either the consideration payable with respect to
the outstanding shares of Common Stock in connection with the Corporate Transaction or securities of any successor or acquiring
entity; or (ii) upon written notice to the Participants, provide that such Options must be exercised (either (A) to the extent
then exercisable or, (B) at the discretion of the Administrator, any such Options being made partially or fully exercisable for
purposes of this Subparagraph), within a specified number of days of the date of such notice, at the end of which period such Options
which have not been exercised shall terminate; or (iii) terminate such Options in exchange for payment of an amount equal to the
consideration payable upon consummation of such Corporate Transaction to a holder of the number of shares of Common Stock into
which such Option would have been exercisable (either (A) to the extent then exercisable or, (B) at the discretion of the Administrator,
any such Options being made partially or fully exercisable for purposes of this Subparagraph) less the aggregate exercise
price thereof. For purposes of determining the payments to be made pursuant to Subclause (iii) above, in the case of a Corporate
Transaction the consideration for which, in whole or in part, is other than cash, the consideration other than cash shall be valued
at the fair value thereof as determined in good faith by the Board of Directors.


 




    	 	13	 



     


    

 


With respect to outstanding Stock Grants, the
Administrator or the Successor Board, shall make appropriate provision for the continuation of such Stock Grants on the same terms
and conditions by substituting on an equitable basis for the Shares then subject to such Stock Grants either the consideration
payable with respect to the outstanding Shares of Common Stock in connection with the Corporate Transaction or securities of any
successor or acquiring entity. In lieu of the foregoing, in connection with any Corporate Transaction, the Administrator may provide
that, upon consummation of the Corporate Transaction, each outstanding Stock Grant shall be terminated in exchange for payment
of an amount equal to the consideration payable upon consummation of such Corporate Transaction to a holder of the number of shares
of Common Stock comprising such Stock Grant (to the extent such Stock Grant is no longer subject to any forfeiture or repurchase
rights then in effect or, at the discretion of the Administrator, all forfeiture and repurchase rights being waived upon such Corporate
Transaction).


 


In taking any of the actions permitted under
this Paragraph 25(b), the Administrator shall not be obligated by the Plan to treat all Stock Rights, all Stock Rights held by
a Participant, or all Stock Rights of the same type, identically.


 


(c)   Recapitalization or
Reorganization.   In the event of a recapitalization or reorganization of the Company other than a Corporate
Transaction pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares
of Common Stock, a Participant upon exercising an Option or accepting a Stock Grant after the recapitalization or reorganization
shall be entitled to receive for the price paid upon such exercise or acceptance if any, the number of replacement securities which
would have been received if such Option had been exercised or Stock Grant accepted prior to such recapitalization or reorganization.


 


(d)   Adjustments to Stock-Based
Awards.   Upon the happening of any of the events described in Subparagraphs (a), (b) or (c) above, any outstanding
Stock-Based Award shall be appropriately adjusted to reflect the events described in such Subparagraphs. The Administrator or the
Successor Board shall determine the specific adjustments to be made under this Paragraph 25, including, but not limited to the
effect of any, Corporate Transaction and, subject to Paragraph 4, its determination shall be conclusive.


 


(e)   Modification of Options.   Notwithstanding
the foregoing, any adjustments made pursuant to Subparagraph (a), (b) or (c) above with respect to Options shall be made only after
the Administrator determines whether such adjustments would (i) constitute a “modification” of any ISOs (as that term
is defined in Section 424(h) of the Code) or (ii) cause any adverse tax consequences for the holders of Options, including, but
not limited to, pursuant to Section 409A of the Code. If the Administrator determines that such adjustments made with respect to
Options would constitute a modification or other adverse tax consequence, it may refrain from making such adjustments, unless the
holder of an Option specifically agrees in writing that such adjustment be made and such writing indicates that the holder has
full knowledge of the consequences of such “modification” on his or her income tax treatment with respect to the Option.
This paragraph shall not apply to the acceleration of the vesting of any ISO that would cause any portion of the ISO to violate
the annual vesting limitation contained in Section 422(d) of the Code, as described in Paragraph 6(b)(iv).


 


(f)   Modification of Performance-Based
Awards.   Notwithstanding the foregoing, with respect to any Performance-Based Award that is intended to comply
as “performance based compensation” under Section 162(m) of the Code, the Committee may adjust downwards, but not upwards,
the number of Shares payable pursuant to a Performance-Based Award, and the Committee may not waive the achievement of the applicable
Performance Goals except in the case of death or disability of the Participant.


 




    	 	14	 



     


    

 


(g)   Change of Control.   In
the event that the successor corporation refuses to assume or substitute the Stock Right as set forth in this Paragraph 25, the
Participant shall fully vest and become exercisable or earned, if applicable, in each outstanding Stock Right as to which it would
not otherwise be vested, exercisable or earned. If a Stock Right becomes fully vested and exercisable or earned, as applicable
in lieu of assumption or substitution in the event of a Corporate Transaction or Change of Control, the Administrator shall notify
each Participant in writing or electronically that (i) the Stock Right shall be fully vested and exercisable for a period determined
by the Administrator, and all outstanding Stock Rights shall terminate upon the expiration of such period and (ii) any Stock Rights
to which shares or other payment shall be due shall be paid out immediately prior to the Corporate Transaction or Change of Control
as if fully vested or earned. For the purposes of this paragraph, the Stock Right shall be considered assumed if, following the
Corporate Transaction or Change of Control, the assumed Stock Right confers the right to purchase or receive, for each Share subject
to a Stock Right immediately prior to the Corporate Transaction or Change of Control, the consideration (whether stock, cash, or
other securities or property) received in the Corporate Transaction or Change of Control by holders of Common Stock for each share
of Common Stock they hold on the effective date of the transaction (and if holders are offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such
consideration received in the Corporate Transaction or Change of Control is not solely common stock of the successor corporation
or its parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received
upon the exercise (or payout or vesting, as applicable) of the Stock Right, for each Share subject to the Stock Right, to be solely
common stock of the successor corporation or its parent equal in Fair Market Value to the per share consideration received by holders
of Common Stock in the Corporate Transaction or Change of Control.


 


		26.	ISSUANCES OF SECURITIES.



 


Except as expressly provided herein, no issuance
by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and
no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Stock Rights. Except as
expressly provided herein, no adjustments shall be made for dividends paid in cash or in property (including without limitation,
securities) of the Company prior to any issuance of Shares pursuant to a Stock Right.


 


		27.	FRACTIONAL SHARES.



 


No fractional shares shall be issued under
the Plan and the person exercising a Stock Right shall receive from the Company cash in lieu of such fractional shares equal to
the Fair Market Value thereof.


 


		28.	CONVERSION OF ISOs INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOs.



 


The Administrator, at the written request of
any Participant, may in its discretion take such actions as may be necessary to convert such Participant’s ISOs (or any portions
thereof) that have not been exercised on the date of conversion into Non-Qualified Options at any time prior to the expiration
of such ISOs, regardless of whether the Participant is an Employee of the Company or an Affiliate at the time of such conversion.
At the time of such conversion, the Administrator (with the consent of the Participant) may impose such conditions on the exercise
of the resulting Non-Qualified Options as the Administrator in its discretion may determine, provided that such conditions shall
not be inconsistent with this Plan. Nothing in the Plan shall be deemed to give any Participant the right to have such Participant’s
ISOs converted into Non-Qualified Options, and no such conversion shall occur until and unless the Administrator takes appropriate
action. The Administrator, with the consent of the Participant, may also terminate any portion of any ISO that has not been exercised
at the time of such conversion.


 


		29.	WITHHOLDING.



 


In the event that any federal, state, or local
income taxes, employment taxes, Federal Insurance Contributions Act (“F.I.C.A.”) withholdings or other amounts are
required by applicable law or governmental regulation to be withheld from the Participant’s salary, wages or other remuneration
in connection with the issuance of a Stock Right or Shares under the Plan or for any other reason required by law, the Company
may withhold from the Participant’s compensation, if any, or may require that the Participant advance in cash to the Company,
or to any Affiliate of the Company which employs or employed the Participant, the statutory minimum amount of such withholdings
unless a different withholding arrangement, including the use of shares of the Company’s Common Stock or a promissory note,
is authorized by the Administrator (and permitted by law). For purposes hereof, the fair market value of the shares withheld for
purposes of payroll withholding shall be determined in the manner set forth under the definition of Fair Market Value provided
in Paragraph 1 above, as of the most recent practicable date prior to the date of exercise. If the Fair Market Value of the shares
withheld is less than the amount of payroll withholdings required, the Participant may be required to advance the difference in
cash to the Company or the Affiliate employer. The Administrator in its discretion may condition the exercise of an Option for
less than the then Fair Market Value on the Participant’s payment of such additional withholding.


 




    	 	15	 



     


    

 


		30.	NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.



 


Each Employee who receives an ISO must agree
to notify the Company in writing immediately after the Employee makes a Disqualifying Disposition of any Shares acquired pursuant
to the exercise of an ISO. A Disqualifying Disposition is defined in Section 424(c) of the Code and includes any disposition (including
any sale or gift) of such Shares before the later of  (a) two years after the date the Employee was granted the ISO, or
(b) one year after the date the Employee acquired Shares by exercising the ISO, except as otherwise provided in Section 424(c)
of the Code. If the Employee has died before such Shares are sold, these holding period requirements do not apply and no Disqualifying
Disposition can occur thereafter.


 


		31.	TERMINATION OF THE PLAN.



 


The Plan will terminate on May 22, 2025, the
date which is ten years from the earlier of the date of its adoption by the Board of Directors and the date of its approval
by the shareholders of the Company. The Plan may be terminated at an earlier date by vote of the shareholders or the Board of Directors
of the Company; provided, however, that any such earlier termination shall not affect any Agreements executed prior to the effective
date of such termination. Termination of the Plan shall not affect any Stock Rights theretofore granted.


 


		32.	AMENDMENT OF THE PLAN AND AGREEMENTS.



 


The Plan may be amended by the shareholders
of the Company. The Plan may also be amended by the Administrator, including, without limitation, to the extent necessary to qualify
any or all outstanding Stock Rights granted under the Plan or Stock Rights to be granted under the Plan for favorable federal income
tax treatment as may be afforded incentive stock options under Section 422 of the Code (including deferral of taxation upon exercise),
and to the extent necessary to qualify the Shares issuable under the Plan for listing on any national securities exchange or quotation
in any national automated quotation system of securities dealers and in order to continue to comply with Section 162(m) of the
Code; provided that any amendment approved by the Administrator which the Administrator determines is of a scope that requires
shareholder approval shall be subject to obtaining such shareholder approval. Other than as set forth in Paragraph 25 of the Plan,
the Administrator may not without shareholder approval reduce the exercise price of an Option or cancel any outstanding Option
in exchange for a replacement option having a lower exercise price, any Stock Grant, any other Stock-Based Award or for cash. In
addition, the Administrator not take any other action that is considered a direct or indirect “repricing” for purposes
of the shareholder approval rules of the applicable securities exchange or inter-dealer quotation system on which the Shares are
listed, including any other action that is treated as a repricing under generally accepted accounting principles. Any modification
or amendment of the Plan shall not, without the consent of a Participant, adversely affect his or her rights under a Stock Right
previously granted to him or her. With the consent of the Participant affected, the Administrator may amend outstanding Agreements
in a manner which may be adverse to the Participant but which is not inconsistent with the Plan. In the discretion of the Administrator,
outstanding Agreements may be amended by the Administrator in a manner which is not adverse to the Participant. Nothing in this
Paragraph 32 shall limit the Administrator’s authority to take any action permitted pursuant to Paragraph 25.


 


		33.	EMPLOYMENT OR OTHER RELATIONSHIP.



 


Nothing in this Plan or any Agreement shall
be deemed to prevent the Company or an Affiliate from terminating the employment, consultancy or director status of a Participant,
nor to prevent a Participant from terminating his or her own employment, consultancy or director status or to give any Participant
a right to be retained in employment or other service by the Company or any Affiliate for any period of time.


 




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		34.	SECTION 409A.



 


If a Participant is a “specified employee”
as defined in Section 409A of the Code (and as applied according to procedures of the Company and its Affiliates) as of his separation
from service, to the extent any payment under this Plan or pursuant to the grant of a Stock-Based Award constitutes deferred compensation
(after taking into account any applicable exemptions from Section 409A of the Code), and to the extent required by Section 409A
of the Code, no payments due under this Plan or pursuant to a Stock-Based Award may be made until the earlier of: (i) the first
day of the seventh month following the Participant’s separation from service, or (ii) the Participant’s date of death;
provided, however, that any payments delayed during this six-month period shall be paid in the aggregate in a lump sum, without
interest, on the first day of the seventh month following the Participant’s separation from service.


 


The Administrator shall administer the Plan
with a view toward ensuring that Stock Rights under the Plan that are subject to Section 409A of the Code comply with the requirements
thereof and that Options under the Plan be exempt from the requirements of Section 409A of the Code, but neither the Administrator
nor any member of the Board, nor the Company nor any of its Affiliates, nor any other person acting hereunder on behalf of the
Company, the Administrator or the Board shall be liable to a Participant or any Survivor by reason of the acceleration of any income,
or the imposition of any additional tax or penalty, with respect to a Stock Right, whether by reason of a failure to satisfy the
requirements of Section 409A of the Code or otherwise.


 


		35.	INDEMNITY.



 


Neither the Board nor the Administrator, nor
any members of either, nor any employees of the Company or any parent, subsidiary, or other Affiliate, shall be liable for any
act, omission, interpretation, construction or determination made in good faith in connection with their responsibilities with
respect to this Plan, and the Company hereby agrees to indemnify the members of the Board, the members of the Committee, and the
employees of the Company and its parent or subsidiaries in respect of any claim, loss, damage, or expense (including reasonable
counsel fees) arising from any such act, omission, interpretation, construction or determination to the full extent permitted by
law.


 


		36.	GOVERNING LAW.



 


This Plan shall be construed and enforced in
accordance with the law of the State of Delaware.


 




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