AKERS
BIOSCIENCES, INC.


 


2017
EQUITY INCENTIVE PLAN


 


SECTION
1. GENERAL PURPOSE OF THE PLAN: DEFINITIONS


 


The
name of the plan is the AKERS BIOSCIENCES, INC. 2017 EQUITY INCENTIVE PLAN (the “Plan”). The purpose of the Plan is
to encourage and enable the officers, employees, directors, Consultants (as defined below) and other key persons of AKERS BIOSCIENCES,
INC., a New Jersey corporation (including any successor entity, the “Company”) and its Subsidiaries (as defined below),
upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business, to acquire
a proprietary interest in the Company.


 


The
following terms have the definitions set forth below:


 


“Affiliate”
of any Person means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or
is under common control with the first mentioned Person. A Person shall be deemed to control another Person if such first Person
possesses directly or indirectly the power to direct, or cause the direction of, the management and policies of the second Person,
whether through the ownership of voting securities, by contract or otherwise.


 


“Award”
or “Awards,” except where referring to a particular category of grant under the Plan, shall include Incentive
Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights (“SAR”), Restricted Stock Awards (including
preferred stock), Unrestricted Stock Awards, Restricted Stock Units or any combination of the foregoing.


 


“Award
Agreement” means a written or electronic agreement setting forth the terms and provisions applicable to an Award granted
under the Plan. Each Award Agreement may contain terms and conditions in addition to those set forth in the Plan; provided, however,
in the event of any conflict in the terms of the Plan and the Award Agreement, the terms of the Plan shall govern.


 


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


 


“Cause”
has the meaning as set forth in the Award Agreement(s). In the case that any Award Agreement does not contain a definition
of “Cause,” it shall mean (i) the grantee’s dishonest statements or acts with respect to the Company or any
Affiliate of the Company, or any current or prospective customers, suppliers vendors or other third parties with which such entity
does business; (ii) the grantee’s commission of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty
or fraud; (iii) the grantee’s failure to perform his assigned duties and responsibilities to the reasonable satisfaction
of the Company which failure continues, in the reasonable judgment of the Company, after written notice given to the grantee by
the Company; (iv) the grantee’s gross negligence, willful misconduct or insubordination with respect to the Company or any
Affiliate of the Company; or (v) the grantee’s material violation of any provision of any agreement(s) between the grantee
and the Company relating to noncompetition, nonsolicitation, nondisclosure and/or assignment of inventions.


 


“Chief
Executive Officer” means the Chief Executive Officer of the Company or, if there is no Chief Executive Officer, then
the President of the Company.


 


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


 


“Committee”
means the Committee of the Board referred to in Section 2.


 


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


 




    	 



    	 	 	 



    

 


“Disability”
means “disability” as defined in Section 422(c) of the Code.


 


“Effective
Date” means the date on which the Plan is adopted as set forth in this Plan.


 


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


 


“Fair
Market Value” of the Stock on any given date means the fair market value of the Stock determined in good faith by the
Committee based on the reasonable application of a reasonable valuation method that is consistent with Section 409A of the Code.
If the Stock is admitted to trade on a national securities exchange, the determination shall be made by reference to the closing
price reported on such exchange. If there is no closing price for such date, the determination shall be made by reference to the
last date preceding such date for which there is a closing price. If the date for which Fair Market Value is determined is the
first day when trading prices for the Stock are reported on a national securities exchange, the Fair Market Value shall be the
“Price to the Public” (or equivalent).


 


“Good
Reason” shall have the meaning as set forth in the Award Agreement(s). In the case that any Award Agreement does not
contain a definition of “Good Reason,” it shall mean (i) a material diminution in the grantee’s base salary
except for across-the-board salary reductions similarly affecting all or substantially all similarly situated employees of the
Company or (ii) a change of more than 100 miles in the geographic location at which the grantee provides services to the Company,
so long as the grantee provides at least 90 days’ notice to the Company following the initial occurrence of any such event
and the Company fails to cure such event within 30 days thereafter.


 


“Grant
Date” means the date that the Committee designates in its approval of an Award in accordance with applicable law as
the date on which the Award is granted, which date may not precede the date of such Committee approval.


 


“Holder”
means, with respect to an Award or any Shares, the Person holding such Award or Shares, including the initial recipient of
the Award.


 


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


 


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


 


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


 


“Person”
shall mean any individual, corporation, partnership (limited or general), limited liability company, limited liability partnership,
association, trust, joint venture, unincorporated organization or any similar entity.


 


“Restricted
Stock Award” means Awards granted pursuant to Section 7 and “Restricted Stock” means Shares issued pursuant
to such Awards.


 


“Restricted
Stock Unit” means an Award of phantom stock units to a grantee, which may be settled in cash or Shares as determined
by the Committee, pursuant to Section 8.


 


“Sale
Event” means the consummation of (i) the dissolution or liquidation of the Company, (ii) the sale of all or substantially
all of the assets of the Company on a consolidated basis to an unrelated person or entity, (iii) a merger, reorganization or consolidation
pursuant to which the holders of the Company’s outstanding voting power immediately prior to such transaction do not own
a majority of the outstanding voting power of the surviving or resulting entity (or its ultimate parent, if applicable), (iv)
the acquisition of all or a majority of the outstanding voting stock of the Company in a single transaction or a series of related
transactions by a Person or group of Persons, or (v) any other acquisition of the business of the Company, as determined by the
Board; provided, however, that any capital raising event, or a merger effected solely to change the Company’s domicile shall
not constitute a “Sale Event.”


 




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


 


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


 


“Service
Relationship” means any relationship as a full-time employee, part-time employee, director or other key person (including
Consultants) of the Company or any Subsidiary or any successor entity (e.g., a Service Relationship shall be deemed to continue
without interruption in the event an individual’s status changes from full-time employee to part-time employee or Consultant).


 


“Shares”
means shares of Stock.


 


“Stock”
means the Common Stock, having no par value, of the Company.


 


“Stock
Appreciation Right” means any right to receive from the Company upon exercise by an optionee or settlement, in cash, Shares,
or a combination thereof, the excess of (i) the Fair Market Value of one Share on the date of exercise or settlement over (ii)
the exercise price of the right on the date of grant, or if granted in connection with an Option, on the date of grant of the
Option.


 


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


 


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


 


“Termination
Event” means the termination of the Award recipient’s Service Relationship with the Company and its Subsidiaries
for any reason whatsoever, regardless of the circumstances thereof, and including, without limitation, upon death, disability,
retirement, discharge or resignation for any reason, whether voluntarily or involuntarily. The following shall not constitute
a Termination Event: (i) a transfer to the service of the Company from a Subsidiary or from the Company to a Subsidiary, or from
one Subsidiary to another Subsidiary or (ii) an approved leave of absence for military service or sickness, or for any other purpose
approved by the Committee, if the individual’s right to re-employment is guaranteed either by a statute or by contract or
under the policy pursuant to which the leave of absence was granted or if the Committee otherwise so provides in writing.


 


“Unrestricted
Stock Award” means any Award granted pursuant to Section 7 and “Unrestricted Stock” means Shares issued
pursuant to such Awards.


 


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


 


(a)
Administration of Plan. The Plan shall be administered by the Board, or at the discretion of the Board, by a committee
of the Board, comprised of not less than two directors. All references herein to the “Committee” shall be deemed to
refer to the group then responsible for administration of the Plan at the relevant time (i.e., either the Board or a committee
or committees of the Board, as applicable).


 


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


 


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


 


(ii)
to determine the time or times of grant, and the amount, if any, of Incentive Stock Options, Non-Qualified Stock Options, SARs,
Restricted Stock Awards, Unrestricted Stock Awards, Restricted Stock Units, or any combination of the foregoing, granted to any
one or more grantees;


 



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(iii)
to determine the number and types of Shares to be covered by any Award and, subject to the provisions of the Plan, the price,
exercise price, conversion ratio or other price relating thereto;


 


(iv)
to determine and, subject to Section 13, to modify from time to time the terms and conditions, including restrictions, not inconsistent
with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve
the form of Award Agreements;


 


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


 


(vi)
to impose any limitations on Awards, including limitations on transfers, repurchase provisions and the like, and to exercise repurchase
rights or obligations;


 


(vii)
subject to Section 5(a)(ii) and any restrictions imposed by Section 409A, to extend at any time the period in which Stock Options
may be exercised; and


 


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


 


All
decisions and interpretations of the Committee shall be binding on all persons, including the Company and all Holders.


 


(c)
Award Agreement. Awards under the Plan may be evidenced by Award Agreements that set forth the terms, conditions and limitations
for each Award. In the event an Award is granted under the Plan absent an Award Agreement, the Award will be governed by the terms
and conditions of the Plan.


 


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


 


(e)
Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in
other countries in which the Company and any Subsidiary operate or have employees or other individuals eligible for Awards, the
Committee, in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries, if any, shall be covered
by the Plan; (ii) determine which individuals, if any, outside the United States are eligible to participate in the Plan; (iii)
modify the terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign
laws; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent the Committee determines
such actions to be necessary or advisable (and such subplans and/or modifications shall be attached to the Plan as appendices);
provided, however, that no such subplans and/or modifications shall increase the share limitation contained in Section 3(a) hereof;
and (v) take any action, before or after an Award is made, that the Committee determines to be necessary or advisable to obtain
approval or comply with any local governmental regulatory exemptions or approvals.


 




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	SECTION
    3.	STOCK
    ISSUABLE UNDER THE PLAN; MERGERS AND OTHER TRANSACTIONS; SUBSTITUTION 


 


(a)
Stock Issuable. The maximum number of Shares reserved and available for issuance under the Plan shall be 1,350,000 Shares,
subject to adjustment as provided in Section 3(b). For purposes of this limitation, the Shares underlying any Awards that are
forfeited, canceled, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated
(other than by exercise) shall be added back to the Shares available for issuance under the Plan. Subject to such overall limitations,
Shares may be issued up to such maximum number pursuant to any type or types of Award, and no more than 250,000 Shares may be
issued pursuant to Incentive Stock Options. The Shares available for issuance under the Plan may be authorized but unissued Shares
or Shares reacquired by the Company. Beginning on the date that the Company becomes subject to Section 162(m) of the Code, (i)
Options with respect to no more than 250,000 Shares shall be granted to any one individual in any calendar year period and (ii)
no more than 500,000 Shares shall be granted to any one individual in any calendar year period. The value of any Shares granted
to a non-employee director of the Company, when added to any annual cash payments or awards, shall not exceed an aggregate value
of two hundred fifty thousand dollars ($250,000) in any calendar year.


 


(b)
Changes in Stock. Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding
Shares are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company,
or additional Shares or new or different shares or other securities of the Company or other non-cash assets are distributed with
respect to such Shares or other securities, in each case, without the receipt of consideration by the Company, or, if, as a result
of any merger or consolidation, or sale of all or substantially all of the assets of the Company, the outstanding Shares are converted
into or exchanged for other securities of the Company or any successor entity (or a parent or subsidiary thereof), the Committee
may make an appropriate and proportionate adjustment in (i) the maximum number of Shares reserved for issuance under the Plan,
(ii) the number and kind of Shares or other securities subject to any then outstanding Awards under the Plan, (iii) the repurchase
price, if any, per Share subject to each outstanding Award, and (iv) the exercise price for each Share subject to any then outstanding
Stock Options under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number
of Stock Options) as to which such Stock Options remain exercisable. The Committee shall in any event make such adjustments as
may be required by the laws of New Jersey and the rules and regulations promulgated thereunder. The adjustment by the Committee
shall be final, binding and conclusive. No fractional Shares shall be issued under the Plan resulting from any such adjustment,
but the Committee in its discretion may make a cash payment in lieu of fractional shares.


 


(c)
Sale Events.


 


(i)
Options.


 


(A)
In the case of and subject to the consummation of a Sale Event, the Plan and all outstanding Options and SARs issued hereunder
shall become one hundred percent (100%) vested upon the effective time of any such Sale Event. New stock options or other awards
of the successor entity or parent thereof shall be substituted therefor, with an equitable or proportionate adjustment as to the
number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree (after taking into account
any acceleration hereunder and/or pursuant to the terms of any Award Agreement).


 


(B)
In the event of the termination of the Plan and all outstanding Options and SARs issued hereunder, each Holder of Options shall
be permitted, within a period of time prior to the consummation of the Sale Event as specified by the Committee, to exercise all
such Options or SARs which are then exercisable or will become exercisable as of the effective time of the Sale Event; provided,
however, that the exercise of Options not exercisable prior to the Sale Event shall be subject to the consummation of the Sale
Event.


 


(C)
Notwithstanding anything to the contrary in Section 3(c)(i)(A), in the event of a Sale Event, the Company shall have the right,
but not the obligation, to make or provide for a cash payment to the Holders of Options, without any consent of the Holders, in
exchange for the cancellation thereof, in an amount equal to the difference between (A) the value as determined by the Committee
of the consideration payable per share of Stock pursuant to the Sale Event (the “Sale Price”) times the number of
Shares subject to outstanding Options being cancelled (to the extent then vested and exercisable, including by reason of acceleration
in connection with such Sale Event, at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such
outstanding vested and exercisable Options.


 




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(ii)
Restricted Stock and Restricted Stock Unit Awards.


 


(A)
In the case of and subject to the consummation of a Sale Event, all unvested Restricted Stock and unvested Restricted Stock Unit
Awards issued hereunder shall become one hundred percent (100%) vested, with an equitable or proportionate adjustment as to the
number and kind of shares subject to such awards as such parties shall agree (after taking into account any acceleration hereunder
and/or pursuant to the terms of any Award Agreement).


 


(B)
Such Restricted Stock shall be repurchased from the Holder thereof at the then Fair Market Value of such shares, (subject to adjustment
as provided in Section 3(b)) for such Shares.


 


(C)
Notwithstanding anything to the contrary in Section 3(c)(ii)(A), in the event of a Sale Event, the Company shall have the right,
but not the obligation, to make or provide for a cash payment to the Holders of Restricted Stock or Restricted Stock Unit Awards,
without consent of the Holders, in exchange for the cancellation thereof, in an amount equal to the Sale Price times the number
of Shares subject to such Awards, to be paid at the time of such Sale Event or upon the later vesting of such Awards.


 


SECTION
4. ELIGIBILITY


 


Grantees
under the Plan will be such full or part-time officers and other employees, directors, Consultants and key persons of the Company
and any Subsidiary who are selected from time to time by the Committee in its sole discretion; provided, however, that Awards
shall be granted only to those individuals described in Rule 701(c) of the Securities Act.


 


SECTION
5. STOCK OPTIONS 


 


Upon
the grant of a Stock Option, the Company and the grantee shall enter into an Award Agreement. The terms and conditions of each
such Award Agreement shall be determined by the Committee, and such terms and conditions may differ among individual Awards and
grantees. In the event a Stock Option is granted under the Plan absent an Award Agreement, the Stock Option will be governed by
the terms and conditions of the Plan.


 


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


 


(a)
Terms of Stock Options. The Committee in its discretion may grant Stock Options to those individuals who meet the eligibility
requirements of Section 4. Stock Options shall be subject to the following terms and conditions and shall contain such additional
terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable.


 


(i)
Exercise Price. The exercise price per share for the Shares covered by a Stock Option shall be determined by the Committee
at the time of grant but shall not be less than 100 percent of the Fair Market Value on the Grant Date. In the case of an Incentive
Stock Option that is granted to a Ten Percent Owner, the exercise price per share for the Shares covered by such Incentive Stock
Option shall not be less than 110 percent of the Fair Market Value on the Grant Date.


 


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


 




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(iii)
Exercisability; Rights of a Stockholder. Stock Options shall become exercisable and/or vested at such time or times, whether
or not in installments, as shall be determined by the Committee at or after the Grant Date. The Award Agreement may permit a grantee
to exercise all or a portion of a Stock Option immediately at grant; provided that the Shares issued upon such exercise shall
be subject to restrictions and a vesting schedule identical to the vesting schedule of the related Stock Option, such Shares shall
be deemed to be Restricted Stock for purposes of the Plan, and the optionee may be required to enter into an additional or new
Award Agreement as a condition to exercise of such Stock Option. An optionee shall have the rights of a stockholder only as to
Shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options. An optionee shall not be deemed to
have acquired any Shares unless and until a Stock Option shall have been exercised pursuant to the terms of the Award Agreement
and this Plan and the optionee’s name has been entered on the books of the Company as a stockholder.


 


(iv)
Method of Exercise. Stock Options may be exercised by an optionee in whole or in part, by the optionee giving written or
electronic notice of exercise to the Company, specifying the number of Shares to be purchased. Payment of the purchase price may
be made by one or more of the following methods (or any combination thereof) to the extent provided in the Award Agreement:


 


(A)
In cash, by certified or bank check, by wire transfer of immediately available funds, or other instrument acceptable to the Committee;


 


(B)
If permitted by the Committee, by the optionee delivering to the Company a promissory note, if the Board has expressly authorized
the loan of funds to the optionee for the purpose of enabling or assisting the optionee to effect the exercise of his or her Stock
Option; provided, that at least so much of the exercise price as represents the par value of the Stock shall be paid in cash if
required by state law;


 


(C)
If permitted by the Committee, through the delivery (or attestation to the ownership) of Shares that have been purchased by the
optionee on the open market or that are beneficially owned by the optionee and are not then subject to restrictions under any
Company plan. To the extent required to avoid variable accounting treatment under applicable accounting rules, such surrendered
Shares if originally purchased from the Company shall have been owned by the optionee for at least six months. Such surrendered
Shares shall be valued at Fair Market Value on the exercise date;


 


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


 


(E)
If permitted by the Committee, and only with respect to Stock Options that are not Incentive Stock Options, by a “net exercise”
arrangement pursuant to which the Company will reduce the number of Shares issuable upon exercise by the largest whole number
of Shares with a Fair Market Value that does not exceed the aggregate exercise price.


 


Payment
instruments will be received subject to collection. No certificates for Shares so purchased will be issued to the optionee or,
with respect to uncertificated Stock, no transfer to the optionee on the records of the Company will take place, until the Company
has completed all steps it has deemed necessary to satisfy legal requirements relating to the issuance and sale of the Shares,
which steps may include, without limitation, (i) receipt of a representation from the optionee at the time of exercise of the
Option that the optionee is purchasing the Shares for the optionee’s own account and not with a view to any sale or distribution
of the Shares or other representations relating to compliance with applicable law governing the issuance of securities, (ii) the
legending of the certificate (or notation on any book entry) representing the Shares to evidence the foregoing restrictions, and
(iii) obtaining from optionee payment or provision for all withholding taxes due as a result of the exercise of the Option. The
delivery of certificates representing the shares of Stock (or the transfer to the optionee on the records of the Company with
respect to uncertificated Stock) to be purchased pursuant to the exercise of a Stock Option will be contingent upon (A) receipt
from the optionee (or a purchaser acting in his or her stead in accordance with the provisions of the Stock Option) by the Company
of the full purchase price for such Shares and the fulfillment of any other requirements contained in the Award Agreement or applicable
provisions of laws and (B) if required by the Company, the optionee shall have entered into any stockholders agreements or other
agreements with the Company and/or certain other of the Company’s stockholders relating to the Stock. In the event an optionee
chooses to pay the purchase price by previously-owned Shares through the attestation method, the number of Shares transferred
to the optionee upon the exercise of the Stock Option shall be net of the number of Shares attested to by the optionee.


 




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


 


(c)
Termination. Any portion of a Stock Option that is not vested and exercisable on the date of termination of an optionee’s
Service Relationship shall immediately expire and be null and void. Once any portion of the Stock Option becomes vested and exercisable,
the optionee’s right to exercise such portion of the Stock Option (or the optionee’s representatives and legatees
as applicable) in the event of a termination of the optionee’s Service Relationship shall continue until the earliest of:
(i) the date which is: (A) 12 months following the date on which the optionee’s Service Relationship terminates due to death
or Disability (or such longer period of time as determined by the Committee and set forth in the applicable Award Agreement),
or (B) three months following the date on which the optionee’s Service Relationship terminates if the termination is due
to any reason other than death or Disability (or such longer period of time as determined by the Committee and set forth in the
applicable Award Agreement), or (ii) the Expiration Date set forth in the Award Agreement; provided that notwithstanding the foregoing,
an Award Agreement may provide that if the optionee’s Service Relationship is terminated for Cause, the Stock Option shall
terminate immediately and be null and void upon the date of the optionee’s termination and shall not thereafter be exercisable.


 


SECTION
6. STOCK APPRECIATION RIGHTS.


 


The
Committee is authorized to grant SARs to optionees with the following terms and conditions and with such additional terms and
conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine.


 


(a)
SARs may be granted under the Plan to optionees either alone or in addition to other Awards granted under the Plan and may, but
need not, relate to specific Option granted under Section 5.


 


(b)
The exercise price per Share under a SAR shall be determined by the Committee, provided, however, that except in the case of a
substitute Award, such exercise price shall not be less than the fair market value of a Share on the date of grant of such SAR.


 


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


 


(d)
The Committee shall determine the time or times at which a SAR may be exercised or settled in whole or in part. Unless otherwise
determined by the Committee or unless otherwise set forth in an Award Agreement, the provisions set forth in Section 5 above with
respect to exercise of an Award following termination of service shall apply to any SAR. The Committee may specify in an Award
Agreement that an “in-the-money” SAR shall be automatically exercised on its expiration date.


 


SECTION
7. RESTRICTED STOCK AWARDS


 


(a)
Nature of Restricted Stock Awards. The Committee may, in its sole discretion, grant (or sell at a purchase price determined
by the Committee) to an eligible individual under Section 4 hereof a Restricted Stock Award under the Plan. The Committee shall
determine the restrictions and conditions applicable to each Restricted Stock Award at the time of grant. Conditions may be based
on the type of stock upon which restrictions are placed, continuing employment (or other Service Relationship), achievement of
pre-established performance goals and objectives and/or such other criteria as the Committee may determine. Upon the grant of
a Restricted Stock Award, the Company and the grantee shall enter into an Award Agreement. The terms and conditions of each such
Award Agreement shall be determined by the Committee, and such terms and conditions may differ among individual Awards and grantees.


 




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(b)
Rights as a Stockholder. Upon the grant of the Restricted Stock Award and payment of any applicable purchase price, a grantee
of Restricted Stock shall be considered the record owner of and shall be entitled to vote the Restricted Stock if, and to the
extent, such Shares are entitled to voting rights, subject to such conditions contained in the Award Agreement. The grantee shall
be entitled to receive all dividends and any other distributions declared on the Shares; provided, however, that the Company is
under no duty to declare any such dividends or to make any such distribution. Unless the Committee shall otherwise determine,
certificates evidencing the Restricted Stock shall remain in the possession of the Company until such Restricted Stock is vested
as provided in subsection (d) below of this Section, and the grantee shall be required, as a condition of the grant, to deliver
to the Company a stock power endorsed in blank and such other instruments of transfer as the Committee may prescribe.


 


(c)
Restrictions. Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except
as specifically provided herein or in the Award Agreement. Except as may otherwise be provided by the Committee either in the
Award Agreement or, subject to Section 10 below, in writing after the Award Agreement is issued, if a grantee’s Service
Relationship with the Company and any Subsidiary terminates, the Company or its assigns shall have the right, as may be specified
in the relevant instrument, to repurchase some or all of the Shares subject to the Award at such purchase price as is set forth
in the Award Agreement.


 


(d)
Vesting of Restricted Stock. The Committee at the time of grant shall specify in the Award Agreement the date or dates
and/or the attainment of pre-established performance goals, objectives and other conditions on which the substantial risk of forfeiture
imposed shall lapse and the Restricted Stock shall become vested, subject to such further rights of the Company or its assigns
as may be specified in the Award Agreement.


 


SECTION
8. UNRESTRICTED STOCK AWARDS


 


The
Committee may, in its sole discretion, grant (or sell at a purchase price determined by the Committee) to an eligible person under
Section 4 hereof an Unrestricted Stock Award under the Plan. Unrestricted Stock Awards may be granted in respect of past services
or other valid consideration, or in lieu of cash compensation due to such grantee.


 


SECTION
9. RESTRICTED STOCK UNITS


 


(a)
Nature of Restricted Stock Units. The Committee may, in its sole discretion, grant to an eligible person under Section
4 hereof Restricted Stock Units under the Plan. The Committee shall determine the restrictions and conditions applicable to each
Restricted Stock Unit at the time of grant. Vesting conditions may be based on continuing employment (or other Service Relationship),
achievement of pre-established performance goals and objectives which may be based on targets for revenue, revenue growth, EBITDA,
net income, earnings per share and/or other such criteria as the Committee may determine. Upon the grant of Restricted Stock Units,
the grantee and the Company shall enter into an Award Agreement. The terms and conditions of each such Award Agreement shall be
determined by the Committee and may differ among individual Awards and grantees. On or promptly following the vesting date or
dates applicable to any Restricted Stock Unit, but in no event later than March 15 of the year following the year in which such
vesting occurs, such Restricted Stock Unit(s) shall be settled in the form of cash or shares of Stock, as specified in the Award
Agreement. Restricted Stock Units may not be sold, assigned, transferred, pledged, or otherwise encumbered or disposed of.


 


(b)
Rights as a Stockholder. A grantee shall have the rights of a stockholder only as to Shares, if any, acquired upon settlement
of Restricted Stock Units. A grantee shall not be deemed to have acquired any such Shares unless and until the Restricted Stock
Units shall have been settled in Shares pursuant to the terms of the Plan and the Award Agreement, the Company shall have issued
and delivered a certificate representing the Shares to the grantee (or transferred on the records of the Company with respect
to uncertificated stock), and the grantee’s name has been entered in the books of the Company as a stockholder.


 


(c)
Termination. Except as may otherwise be provided by the Committee either in the Award Agreement or in writing after the
Award Agreement is issued, a grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate
upon the grantee’s cessation of Service Relationship with the Company and any Subsidiary for any reason.


 




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SECTION
10. CERTAIN TRANSFER RESTRICTIONS 


 


Restricted
Stock awards granted under Section 7, Stock Options, SARs and, prior to exercise, the Shares issuable upon exercise of such Stock
Options, shall not be transferable by the optionee otherwise than by will, or by the laws of descent and distribution, and all
Stock Options shall be exercisable, during the optionee’s lifetime, only by the optionee, or by the optionee’s legal
representative or guardian in the event of the optionee’s incapacity. Notwithstanding the foregoing, the Committee, in its
sole discretion, may provide in the Award Agreement regarding a given Stock Option or Restricted Stock award that the optionee
may transfer by gift, without consideration for the transfer, his or her Non-Qualified Stock Options to his or her family members
(as defined in Rule 701 of the Securities Act), to trusts for the benefit of such family members, or to partnerships in which
such family members are the only partners (to the extent such trusts or partnerships are considered “family members”
for purposes of Rule 701 of the Securities Act), provided that the transferee agrees in writing with the Company to be bound by
all of the terms and conditions of this Plan and the applicable Award Agreement, including the execution of a stock power upon
the issuance of Shares. Stock Options, SARs and the Shares issuable upon exercise of such Stock Options, shall be restricted as
to any pledge, hypothecation, or other transfer, including any short position, any “put equivalent position” (as defined
in the Exchange Act) or any “call equivalent position” (as defined in the Exchange Act) prior to exercise.


 


SECTION
11. TAX WITHHOLDING


 


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


 


(b)
Payment in Stock. The Company’s minimum required tax withholding obligation may be satisfied, in whole or in part,
by the Company withholding from Shares to be issued pursuant to an Award a number of Shares having an aggregate Fair Market Value
(as of the date the withholding is effected) that would satisfy the minimum withholding amount due.


 


SECTION
12. SECTION 409A AWARDS.


 


To
the extent that any Award is determined to constitute “nonqualified deferred compensation” within the meaning of Section
409A (a “409A Award”), the Award shall be subject to such additional rules and requirements as may be specified by
the Committee from time to time. In this regard, if any amount under a 409A Award is payable upon a “separation from service”
(within the meaning of Section 409A) to a grantee who is considered a “specified employee” (within the meaning of
Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the
grantee’s separation from service, or (ii) the grantee’s death, but only to the extent such delay is necessary to
prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. The Company
makes no representation or warranty and shall have no liability to any grantee under the Plan or any other Person with respect
to any penalties or taxes under Section 409A that are, or may be, imposed with respect to any Award.


 




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SECTION
13. AMENDMENTS AND TERMINATION


 


The
Board may, at any time, amend or discontinue the Plan and the Committee may, at any time, amend or cancel any outstanding Award
for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights
under any outstanding Award without the consent of the holder of the Award. The Committee may exercise its discretion to reduce
the exercise price of outstanding Stock Options or effect repricing through cancellation of outstanding Stock Options and by granting
such holders new Awards in replacement of the cancelled Stock Options. To the extent determined by the Committee to be required
either by the Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of the Code or
otherwise, Plan amendments shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders.
Nothing in this Section 13 shall limit the Board’s or Committee’s authority to take any action permitted pursuant
to Section 3(c). The Board reserves the right to amend the Plan and/or the terms of any outstanding Stock Options to the extent
reasonably necessary to comply with the requirements of the exemption pursuant to Rule 12h-1 of the Exchange Act.


 


SECTION
14. STATUS OF PLAN


 


With
respect to the portion of any Award that has not been exercised and any payments in cash, Stock or other consideration not received
by a grantee, a grantee shall have no rights greater than those of a general creditor of the Company unless the Committee shall
otherwise expressly so determine in connection with any Award.


 


SECTION
15. GENERAL PROVISIONS


 


(a)
No Distribution; Compliance with Legal Requirements. The Committee may require each person acquiring Shares pursuant to
an Award to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to distribution
thereof. No Shares shall be issued pursuant to an Award until all applicable securities law and other legal and stock exchange
or similar requirements have been satisfied. The Committee may require the placing of such stop-orders and restrictive legends
on certificates for Stock and Awards, as it deems appropriate.


 


(b)
Delivery of Stock Certificates. Stock certificates to grantees under the Plan shall be deemed delivered for all purposes
when the Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed
to the grantee, at the grantee’s last known address on file with the Company. Uncertificated Stock shall be deemed delivered
for all purposes when the Company or a stock transfer agent of the Company shall have given to the grantee by electronic mail
(with proof of receipt) or by United States mail, addressed to the grantee, at the grantee’s last known address on file
with the Company, notice of issuance and recorded the issuance in its records (which may include electronic “book entry”
records).


 


(c)
No Employment Rights. The adoption of the Plan and the grant of Awards do not confer upon any Person any right to continued
employment or Service Relationship with the Company or any Subsidiary.


 


(d)
Trading Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s insider
trading policy-related restrictions, terms and conditions as may be established by the Committee, or in accordance with policies
set by the Committee, from time to time.


 


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


 


(f)
Legend. Any certificate(s) representing the Shares shall carry substantially the following legend (and with respect to
uncertificated Stock, the book entries evidencing such shares shall contain the following notation):


 


The
transferability of this certificate and the shares of stock represented hereby are subject to the restrictions, terms and conditions
including repurchase and restrictions against transfers contained in the Plan and any agreements entered into thereunder by and
between the company and the holder of this certificate (a copy of which is available at the offices of the company for examination).


 




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(g)
Information to Holders of Options. In the event the Company is relying on the exemption from the registration requirements
of Section 12(g) of the Exchange Act contained in paragraph (f)(1) of Rule 12h-1 of the Exchange Act, the Company shall provide
the information described in Rule 701(e)(3), (4) and (5) of the Securities Act to all holders of Options in accordance with the
requirements thereunder. The foregoing notwithstanding, the Company shall not be required to provide such information unless the
option holder has agreed in writing, on a form prescribed by the Company, to keep such information confidential.


 


SECTION
16. EFFECTIVE DATE OF PLAN


 


The
Plan shall become effective upon adoption by the Board and approval by stockholders in accordance with applicable state law and
the Company’s certificate of incorporation and bylaws.


 


SECTION
17. GOVERNING LAW


 


This
Plan, all Awards and any controversy arising out of or relating to this Plan and all Awards shall be governed by and construed
in accordance with the laws of the State of New Jersey as to matters within the scope thereof, without regard to conflict of law
principles that would result in the application of any law other than the law of the State of New Jersey.


 


DATE
ADOPTED BY THE BOARD OF DIRECTORS SUBJECT TO SHAREHOLDER APPROVAL: July 12, 2017.


 


DATE
ADOPTED BY THE SHAREHOLDERS: August 7, 2017.


 











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