EXHIBIT 10.1




 





LONG
ISLAND ICED TEA CORP.


 


2015
Long-Term Incentive Equity Plan


 


Section
1. Purpose;
Definitions.


 


1.1. Purpose. The
purpose of the Long Island Iced Tea Corp. 2015 Long-Term Incentive Equity Plan (“Plan”) is to enable the Company to
offer to its employees, officers, directors and consultants whose past, present and/or potential future contributions to the Company
and its Subsidiaries have been, are or will be important to the success of the Company, an opportunity to acquire a proprietary
interest in the Company. The various types of long-term incentive awards that may be provided under
the Plan will enable the Company to respond to changes in compensation practices, tax laws, accounting regulations and the size
and diversity of its businesses.


 


1.2. Definitions. For
purposes of the Plan, the following terms shall be defined as set forth below:


 


(a) ”Agreement”
means the agreement between the Company and the Holder, or such other document as may be determined by the Committee, setting
forth the terms and conditions of an award under the Plan.


 


(b) 
“Board” means the Board of Directors of the Company.


 


(c) 
“Code” means the Internal Revenue Code of 1986, as amended from time to time.


 


(d) 
“Committee” means the committee of the Board designated to administer the Plan as provided in Section 2.1. If no Committee
is so designated, then all references in this Plan to “Committee” shall mean the Board.


 


(e) 
“Common Stock” means the Common Stock of the Company, par value $0.0001 per share.


 


(f) 
“Company” means Long Island Iced Tea Corp., a corporation organized under the laws of the State of Delaware.


 


(g) 
“Disability” means physical or mental impairment as determined under procedures established by the Committee, in accordance
with Section 22(e)(3) of the Code, for purposes of the Plan.


 


(h) 
“Effective Date” means the date determined pursuant to Section 11.1.


 


(i) 
“Fair Market Value,” unless otherwise required by any applicable provision of the Code or any regulations issued thereunder,
means, as of any given date: (i) if the Common Stock is listed on a national securities exchange or The Nasdaq Stock Market, LLC
(“Nasdaq”), the last sale price of the Common Stock in the principal trading market for the Common Stock on such date,
as reported by the exchange or Nasdaq, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange
or Nasdaq, but is readily tradable in the over-the-counter market, the closing bid price for the Common Stock on such date, as
reported by the OTC Bulletin Board or Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value
of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Committee shall determine, in
good faith, based on the reasonable application of a reasonable valuation method.


 




    	 



    	 



    

 


(j) 
“Holder” means a person who has received an award under the Plan.


 


(k) 
“Incentive Stock Option” means any Stock Option intended to be and designated as an “incentive stock option”
within the meaning of Section 422 of the Code.


 


(l) 
“Non-qualified Stock Option” means any Stock Option that is not an Incentive Stock Option.


 


(m) ”Normal
Retirement” means retirement from active employment with the Company or any Subsidiary on or after such age which may be
designated by the Committee as “retirement age” for any particular Holder. If no age is designated, it shall be 65.


 


(n) 
“Other Stock-Based Award” means an award under Section 8 that is valued in whole or in part by reference to, or is
otherwise based upon, Common Stock.


 


(o) 
“Parent” means any present or future “parent corporation” of the Company, as such term is defined in Section
424(e) of the Code.


 


(p) 
“Plan” means the Long Island Iced Tea Corp. 2013 Long-Term Incentive Equity Plan, as hereinafter amended from time
to time.


 


(q) 
“Repurchase Value” shall mean the Fair Market Value if the award to be settled under Section 2.2(e) or repurchased
under Section 5.2(k) or 9.2 is comprised of shares of Common Stock and the difference between Fair Market Value and the Exercise
Price (if lower than Fair Market Value) if the award is a Stock Option or Stock Appreciation Right; in each case, multiplied by
the number of shares subject to the award.


 


(r) 
“Restricted Stock” means Common Stock received under an award made pursuant to Section 7 that is subject to restrictions
under Section 7.


 


(s)
 ”SAR Value” means the excess of the Fair Market Value (on the exercise date) over (a) the exercise price that
the participant would have otherwise had to pay to exercise the related Stock Option or (b) if a Stock Appreciation Right is granted
unrelated to a Stock Option, the Fair Market Value of a share of Common Stock on the date of grant of the Stock Appreciation Right,
in either case, multiplied by the number of shares for which the Stock Appreciation Right is exercised.


 


(t) 
“Stock Appreciation Right” means the right to receive from the Company, without a cash payment to the Company, a number
of shares of Common Stock equal to the SAR Value divided by the Fair Market Value (on the exercise date).


 


(u) 
“Stock Option” or “Option” means any option to purchase shares of Common Stock which is granted pursuant
to the Plan.


 


(v) 
“Subsidiary” means any present or future “subsidiary corporation” of the Company, as such term is defined
in Section 424(f) of the Code.


 


(w) 
“Vest” means to become exercisable or to otherwise obtain ownership rights in an award.


 




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Section
2. Administration.


 


2.1. Committee
Membership.  The Plan shall be administered by the Board or a Committee. If administered by a Committee, such Committee
shall be composed of at least two directors, all of whom are “outside directors” within the meaning of the regulations
issued under Section 162(m) of the Code and “non-employee” directors within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended. Committee members shall serve for such term as the Board may in each case determine and shall
be subject to removal at any time by the Board.


 


2.2. Powers
of Committee. The Committee shall have full authority to award, pursuant to the terms of the Plan: (i) Stock Options,
(ii) Stock Appreciation Rights, (iii) Restricted Stock, and/or (iv) Other Stock-Based Awards. For purposes of illustration and
not of limitation, the Committee shall have the authority (subject to the express provisions of this Plan):


 


(a) to
select the officers, employees, directors and consultants of the Company or any Subsidiary to whom Stock Options, Stock Appreciation
Rights, Restricted Stock and/or Other Stock-Based Awards may from time to time be awarded hereunder;


 


(b) to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder (including, but
not limited to, number of shares, share exercise price or types of consideration paid upon exercise of such options, such as other
securities of the Company or other property, any restrictions or limitations, and any vesting, exchange, surrender, cancellation,
acceleration, termination, exercise or forfeiture provisions, as the Committee shall determine);


 


(c) to
determine any specified performance goals or such other factors or criteria which need to be attained for the vesting of an award
granted hereunder;


 


(d) to
determine the terms and conditions under which awards granted hereunder are to operate on a tandem basis and/or in conjunction
with or apart from other equity awarded under this Plan and cash and non-cash awards made by the Company or any Subsidiary outside
of this Plan; and


 


(e) to
make payments and distributions with respect to awards (i.e., to “settle” awards) through cash payments in
an amount equal to the Repurchase Value.


 


The
Committee may not modify or amend any outstanding Option or Stock Appreciation Right to reduce the exercise price of such Option
or Stock Appreciation Right, as applicable, below the exercise price as of the date of grant of such Option or Stock Appreciation
Right. In addition, no Option or Stock Appreciation Right may be granted in exchange for the cancellation or surrender of an Option
or Stock Appreciation Right or other award having a higher exercise price.


 


Notwithstanding
anything to the contrary, the Committee shall not grant to any one Holder in any one calendar year awards for more than 1,500,000
shares in the aggregate.


 




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2.3. Interpretation
of Plan.


 


(a) Committee
Authority. Subject to Section 10, the Committee shall have the authority to adopt, alter and repeal such administrative
rules, guidelines and practices governing the Plan as it shall from time to time deem advisable to interpret the terms and provisions
of the Plan and any award issued under the Plan (and to determine the form and substance of all agreements relating thereto),
and to otherwise supervise the administration of the Plan. Subject to Section 10, all decisions made
by the Committee pursuant to the provisions of the Plan shall be made in the Committee’s sole discretion and shall be final
and binding upon all persons, including the Company, its Subsidiaries and Holders.


 


(b) Incentive
Stock Options. Anything in the Plan to the contrary notwithstanding, no term or provision of the Plan relating to Incentive
Stock Options (including but not limited to Stock Appreciation rights granted in conjunction with an Incentive Stock Option) or
any Agreement providing for Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority
granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code
or, without the consent of the Holder(s) affected, to disqualify any Incentive Stock Option under such Section 422.


 


Section
3. Stock Subject to Plan.


 


3.1. Number
of Shares. Subject to Section 6.2(d), the total number of shares of Common Stock reserved and available for issuance
under the Plan shall be 7,000,000 shares. Shares of Common Stock under the Plan (“Shares”) may consist, in whole or
in part, of authorized and unissued shares or treasury shares. If any shares of Common Stock that have been granted pursuant to
a Stock Option cease to be subject to a Stock Option, or if any shares of Common Stock that are subject to any Stock Appreciation
Right, Restricted Stock award or Other Stock-Based Award granted hereunder are forfeited, or any such
award otherwise terminates without a payment being made to the Holder in the form of Common Stock, such shares shall again be
available for distribution in connection with future grants and awards under the Plan. Shares of Common Stock that are surrendered
by a Holder or withheld by the Company as full or partial payment in connection with any award under the Plan, as well as any
shares of Common Stock surrendered by a Holder or withheld by the Company or one of its Subsidiaries to satisfy the tax withholding
obligations related to any award under the Plan, shall not be available for subsequent awards under the Plan.


 


3.2. Adjustment
Upon Changes in Capitalization, Etc. In the event of any common stock dividend payable on shares of Common Stock, Common
Stock split or reverse split, combination or exchange of shares of Common Stock, or other extraordinary or unusual event which
results in a change in the shares of Common Stock of the Company as a whole, the Committee shall determine, in its sole
discretion, whether such change equitably requires an adjustment in the terms of any award in order to prevent dilution or enlargement
of the benefits available under the Plan (including number of shares subject to the award and the exercise price) or the aggregate
number of shares reserved for issuance under the Plan. Any such adjustments will be made by the Committee, whose determination
will be final, binding and conclusive.


 




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Section
4. Eligibility.


 


Awards
may be made or granted to employees, officers, directors and consultants who are deemed to have rendered or to be able to render
significant services to the Company or its Subsidiaries and who are deemed to have contributed or to have the potential to contribute
to the success of the Company and which recipients are qualified to receive options under the regulations governing Form S-8 registration
statements under the Securities Act of 1933, as amended (“Securities Act”). No Incentive Stock Option shall be granted
to any person who is not an employee of the Company or an employee of a Subsidiary at the time of grant
or so qualified as set forth in the immediately preceding sentence. Notwithstanding the foregoing, an award may also be made or
granted to a person in connection with his hiring or retention, or at any time on or after the date he reaches an agreement (oral
or written) with the Company with respect to such hiring or retention, even though it may be prior to the date the person first
performs services for the Company or its Subsidiaries; provided, however, that no portion of any such award shall vest prior to
the date the person first performs such services and the date of grant shall be deemed to be the date hiring or retention commences.


 


Section
5. Stock Options.


 


5.1. Grant
and Exercise. Stock Options granted under the Plan may be of two types: (i) Incentive Stock Options and (ii) Non-qualified
Stock Options. Any Stock Option granted under the Plan shall contain such terms, not inconsistent with this Plan, or with respect
to Incentive Stock Options, not inconsistent with the Plan and the Code, as the Committee may from time to time approve. The Committee
shall have the authority to grant Incentive Stock Options or Non-qualified Stock Options, or both types
of Stock Options which may be granted alone or in addition to other awards granted under the Plan. To the extent that any Stock
Option intended to qualify as an Incentive Stock Option does not so qualify, it shall constitute a separate Non-qualified
Stock Option.


 


5.2. Terms
and Conditions. Stock Options granted under the Plan shall be subject to the following terms and conditions:


 


(a) Option
Term. The term of each Stock Option shall be fixed by the Committee; provided, however, that an Incentive Stock Option
may be granted only within the ten-year period commencing from the Effective Date and may only be exercised within ten years of
the date of grant (or five years in the case of an Incentive Stock Option granted to an optionee who, at the time of grant,
owns Common Stock possessing more than 10% of the total combined voting power of all classes of voting stock of the Company (“10%
Shareholder”)).


 


(b) Exercise
Price. The exercise price per share of Common Stock purchasable under a Stock Option shall be determined by the Committee
at the time of grant and may not be less than 100% of the Fair Market Value on the date of grant (or, if greater, the par value
of a share of Common Stock); provided, however, that the exercise price of an Incentive Stock Option granted to a 10% Shareholder
will not be less than 110% of the Fair Market Value on the date of grant.


 


(c) Exercisability. Stock
Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee.
The Committee intends generally to provide that Stock Options be exercisable only in installments, i.e., that
they vest over time, typically over a four-year period. The Committee may waive such installment exercise provisions at any time
at or after the time of grant in whole or in part, based upon such factors as the Committee determines. Notwithstanding the foregoing,
in the case of an Incentive Stock Option, the aggregate Fair Market Value (on the date of grant of the Option) with respect to
which Incentive Stock Options become exercisable for the first time by a Holder during any calendar year (under all such plans
of the Company and its Parent and Subsidiaries) shall not exceed $100,000.


 




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(d) Method
of Exercise. Subject to whatever installment, exercise and waiting period provisions are applicable in a particular case,
Stock Options may be exercised in whole or in part at any time during the term of the Option by giving written notice of exercise
to the Company specifying the number of shares of Common Stock to be purchased. Such notice shall be accompanied by payment in
full of the purchase price, which shall be in cash or, if provided in the Agreement, either in shares of Common Stock (including
Restricted Stock and other contingent awards under this Plan) or partly in cash and partly in such Common Stock, or such other
means which the Committee determines are consistent with the Plan’s purpose and applicable law. Cash payments shall be made
by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; provided, however,
that the Company shall not be required to deliver certificates for shares of Common Stock with respect to which an Option is exercised
until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof (except that,
in the case of an exercise arrangement approved by the Committee and described in the last sentence of this paragraph, payment
may be made as soon as practicable after the exercise). The Committee may permit a Holder to elect
to pay the Exercise Price upon the exercise of a Stock Option by irrevocably authorizing a third party to sell shares of Common
Stock (or a sufficient portion of the shares) acquired upon exercise of the Stock Option and remit to the Company a sufficient
portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise.


 


(e) Stock
Payments. Payments in the form of Common Stock shall be valued at the Fair Market Value on the date of exercise. Such
payments shall be made by delivery of stock certificates in negotiable form that are effective to transfer good and valid title
thereto to the Company, free of any liens or encumbrances.


 


(f) Transferability. Except
as may be set forth in the next sentence of this Section or in the Agreement, no Stock Option shall be transferable by the Holder
other than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Holder’s
lifetime, only by the Holder (or, to the extent of legal incapacity or incompetency, the Holder’s
guardian or legal representative). Notwithstanding the foregoing, a Holder, with the approval of the Committee, may transfer a
Non-Qualified Stock Option (i) (A) by gift, for no consideration, or (B) pursuant to a domestic relations order, in either case,
to or for the benefit of the Holder’s “Immediate Family” (as defined below), or (ii) to an entity in which the
Holder and/or members of Holder’s Immediate Family own more than fifty percent of the voting interest, subject to such limits
as the Committee may establish and the execution of such documents as the Committee may require, and the transferee shall remain
subject to all the terms and conditions applicable to the Non-Qualified Stock Option prior to such transfer. The term “Immediate
Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece,
nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships,
any person sharing the Holder’s household (other than a tenant or employee), a trust in which these persons have more than
fifty percent beneficial interest, and a foundation in which these persons (or the Holder) control the management of the
assets. The Committee may, in its sole discretion, permit transfer of an Incentive Stock Option in a manner consistent with applicable
tax and securities law upon the Holder’s request.


 




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(g) Termination
by Reason of Death. If a Holder’s employment by, or association with, the Company or a Subsidiary terminates by
reason of death, any Stock Option held by such Holder, unless otherwise determined by the Committee and set forth in the Agreement,
shall thereupon automatically terminate, except that the portion of such Stock Option that has vested on the date of death may
thereafter be exercised by the legal representative of the estate or by the legatee of the Holder under
the will of the Holder, for a period of one year (or such other greater or lesser period as the Committee may specify in the Agreement)
from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is shorter.


 


(h) Termination
by Reason of Disability. If a Holder’s employment by, or association with, the Company or any Subsidiary terminates
by reason of Disability, any Stock Option held by such Holder, unless otherwise determined by the Committee and set forth in the
Agreement, shall thereupon automatically terminate, except that the portion of such Stock Option that has vested on the date of
termination may thereafter be exercised by the Holder for a period of one year (or such other greater
or lesser period as the Committee may specify in the Agreement) from the date of such termination or until the expiration of the
stated term of such Stock Option, whichever period is shorter.


 


(i) Termination
by Reason of Normal Retirement. Subject to the provisions of Section 12.3, if such Holder’s employment by, or association
with, the Company or any Subsidiary terminates due to Normal Retirement, any Stock Option held by such Holder, unless otherwise
determined by the Committee and set forth in the Agreement, shall thereupon automatically terminate, except that the portion of
such Stock Option that has vested on the date of termination may thereafter be exercised by the Holder for a period of one year
(or such other greater or lesser period as the Committee may specify in the Agreement) from the date
of such termination or until the expiration of the stated term of such Stock Option, whichever period is shorter.


 


(j) Other
Termination. Subject to the provisions of Section 12.3, if such Holder’s employment by, or association with, the
Company or any Subsidiary terminates for any reason other than death, Disability or Normal Retirement, any Stock Option held by
such Holder, unless otherwise determined by the Committee and set forth in the Agreement, shall thereupon automatically terminate,
except that, if the Holder’s employment is terminated by the Company or a Subsidiary without cause, the portion of such
Stock Option that has vested on the date of termination may thereafter be exercised by the Holder for
a period of three months (or such other greater or lesser period as the Committee may specify in the Agreement)
from the date of such termination or until the expiration of the stated term of such Stock Option, whichever period is shorter.


 


(k) Buyout
and Settlement Provisions. The Committee may at any time, in its sole discretion, offer to repurchase a Stock Option
previously granted, at a purchase price not to exceed the Repurchase Value, based upon such terms and conditions as the Committee
shall establish and communicate to the Holder at the time that such offer is made.


 


(l) Rights
as Shareholder. A Holder shall have none of the rights of a Shareholder with respect to the shares subject to the Option until
such shares shall be transferred to the Holder upon the exercise of the Option. 


 




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Section
6. Stock Appreciation Rights.


 


6.1. Grant
and Exercise.  Subject to the terms and conditions of the Plan, the Committee may grant Stock Appreciation Rights in
tandem with an Option or alone and unrelated to an Option. The Committee may grant Stock Appreciation Rights to participants who
have been or are being granted Stock Options under the Plan as a means of allowing such participants
to exercise their Stock Options without the need to pay the exercise price in cash. In the case of a Non-qualified Stock Option,
a Stock Appreciation Right may be granted either at or after the time of the grant of such Non-qualified Stock Option.
In the case of an Incentive Stock Option, a Stock Appreciation Right may be granted only at the time of the grant of such Incentive
Stock Option.


 


6.2. Terms
and Conditions. Stock Appreciation Rights shall be subject to the following terms and conditions:


 


(a) Exercisability. Stock
Appreciation Rights shall be exercisable as shall be determined by the Committee and set forth in the Agreement, subject, for
Stock Appreciation Rights granted in tandem with an Incentive Stock Option, to the limitations, if any, imposed by the Code with
respect to related Incentive Stock Options.


 


(b) Termination. All
or a portion of a Stock Appreciation Right granted in tandem with a Stock Option shall terminate and shall no longer be exercisable
upon the termination or after the exercise of the applicable portion of the related Stock Option.


 


(c) Method
of Exercise.  Stock Appreciation Rights shall be exercisable upon such terms and conditions as shall be determined by
the Committee and set forth in the Agreement and, for Stock Appreciation Rights granted in tandem with a Stock Option, by surrendering
the applicable portion of the related Stock Option. Upon exercise of all or a portion of a Stock Appreciation Right and, if applicable,
surrender of the applicable portion of the related Stock Option, the Holder shall be entitled to receive a number of shares of
Common Stock equal to the SAR Value divided by the Fair Market Value on the date the Stock Appreciation Right is exercised.


 


(d) Shares
Available Under Plan. The granting of a Stock Appreciation Right in tandem with a Stock Option shall not affect the number
of shares of Common Stock available for awards under the Plan. The number of shares available for awards under the Plan will,
however, be reduced by the number of shares of Common Stock acquirable upon exercise of the Stock Option to which such Stock Appreciation
Right relates.


 


Section
7. Restricted Stock.


 


7.1. Grant. Shares
of Restricted Stock may be awarded either alone or in addition to other awards granted under the Plan. The Committee shall determine
the eligible persons to whom, and the time or times at which, grants of Restricted Stock will be awarded, the number of shares
to be awarded, the price (if any) to be paid by the Holder, the time or times within which such awards
may be subject to forfeiture (“Restriction Period”), the vesting schedule and rights to acceleration thereof and all
other terms and conditions of the awards.


 






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7.2. Terms
and Conditions. Each Restricted Stock award shall be subject to the following terms and conditions:


 








(a) Certificates. Restricted
Stock, when issued, will be represented by a stock certificate or certificates registered in the name of the Holder to whom such
Restricted Stock shall have been awarded. During the Restriction Period, certificates representing the Restricted Stock and any
securities constituting Retained Distributions (as defined below) shall bear a legend to the effect that ownership of the
Restricted Stock (and such Retained Distributions) and the enjoyment of all rights appurtenant thereto are subject to the restrictions,
terms and conditions provided in the Plan and the Agreement. Such certificates shall be deposited by the Holder with the Company,
together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company
of all or any portion of the Restricted Stock and any securities constituting Retained Distributions that shall be forfeited or
that shall not become vested in accordance with the Plan and the Agreement.


 


(b) Rights
of Holder. Restricted Stock shall constitute issued and outstanding shares of Common Stock for all corporate purposes.
The Holder will have the right to vote such Restricted Stock and to exercise all other rights, powers and privileges of a holder
of Common Stock with respect to such Restricted Stock, with the exceptions that (i) the Holder will
not be entitled to delivery of the stock certificate or certificates representing such Restricted Stock until the Restriction
Period shall have expired and unless all other vesting requirements with respect thereto shall have been fulfilled; (ii) the Company
will retain custody of the stock certificate or certificates representing the Restricted Stock during the Restriction Period;
(iii) the Company will retain custody of all dividends and distributions (“Retained Distributions”) made, paid or
declared with respect to the Restricted Stock (and such Retained Distributions will be subject to the same restrictions, terms
and conditions as are applicable to the Restricted Stock) until such time, if ever, as the Restricted Stock with respect to which
such Retained Distributions shall have been made, paid or declared shall have become vested and with respect to which the Restriction
Period shall have expired; and (iv) a breach of any of the restrictions, terms or conditions contained in this Plan or the Agreement
or otherwise established by the Committee with respect to any Restricted Stock or Retained Distributions will cause a forfeiture
of such Restricted Stock and any Retained Distributions with respect thereto.


 


(c) Vesting;
Forfeiture. Upon the expiration of the Restriction Period with respect to each award of Restricted Stock and the satisfaction
of any other applicable restrictions, terms and conditions (i) all or part of such Restricted Stock shall become vested in accordance
with the terms of the Agreement, and (ii) any Retained Distributions with respect to such Restricted Stock shall become
vested to the extent that the Restricted Stock related thereto shall have become vested. Any such Restricted Stock and Retained
Distributions that do not vest shall be forfeited to the Company and the Holder shall not thereafter have any rights with
respect to such Restricted Stock and Retained Distributions that shall have been so forfeited.


 


Section
8. Other Stock-Based Awards.


 


Other
Stock-Based Awards may be awarded, subject to limitations under applicable law, that are denominated
or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of Common Stock, as deemed
by the Committee to be consistent with the purposes of the Plan, including, without limitation, purchase rights, shares of Common
Stock awarded which are not subject to any restrictions or conditions, convertible or exchangeable debentures, or other rights
convertible into shares of Common Stock and awards valued by reference to the value of securities of or the performance of specified
Subsidiaries. These other stock-based awards may include performance shares or options, whose award is tied to specific
performance criteria. Other Stock-Based Awards may be awarded either alone or in addition to or in
tandem with any other awards under this Plan or any other plan of the Company. Each other Stock-Based Award shall be subject to
such terms and conditions as may be determined by the Committee.


 




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Section
9. Accelerated Vesting and Exercisability.


 


9.1. Non-Approved
Transactions.  If any one person, or more than one person acting as a group, acquires the ownership of stock of the Company
that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or combined
voting power of the stock of the Company, and the Board does not authorize or otherwise approve such
acquisition, then, immediately prior to the closing date of such acquisition, the vesting periods of any and all Stock Options
and other awards granted and outstanding under the Plan shall be accelerated and all such Stock Options and awards will immediately
and entirely vest, and the respective holders thereof will have the immediate right to purchase and/or receive any and all Common
Stock subject to such Stock Options and awards on the terms set forth in this Plan and the respective Agreements respecting such
Stock Options and awards. An increase in the percentage of stock owned by any one person, or persons acting as a group,
as a result of a transaction in which the Company acquires its stock in exchange for property is not treated as an acquisition
of stock for purposes of this Section 9.1.


 


9.2. Approved
Transactions.  The Committee may, in the event of an acquisition by any one person,
or more than one person acting as a group, together with acquisitions during the 12-month period ending on the date of the most
recent acquisition by such person or persons, of assets from the Company that have a total gross fair market value equal to or
more than 50% of the total gross fair market value of all of the assets of the Company immediately before such acquisition or
acquisitions, or if any one person, or more than one person acting as a group, acquires the ownership of stock of the Company
that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or combined
voting power of the stock of the Company, which has been approved by the Company’s Board of Directors,
(i) accelerate the vesting of any and all Stock Options and other awards granted and outstanding under the Plan, or (ii) require
a Holder of any award granted under this Plan to relinquish such award to the Company upon the tender by the Company to Holder
of cash in an amount equal to the Repurchase Value of such award. For this purpose, gross fair market value means the value
of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated
with such assets.


 


9.3. Code
Section 409A. Notwithstanding any provisions of this Plan or any award granted hereunder to the contrary, no acceleration
shall occur with respect to any award to the extent such acceleration would cause the Plan or an award
granted hereunder to fail to comply with Code Section 409A.


 


Section
10. Amendment and Termination.


 


The
Board may at any time, and from time to time, amend alter, suspend or discontinue any of the provisions of the Plan, but no amendment,
alteration, suspension or discontinuance shall be made that would impair the rights of a Holder under
any Agreement theretofore entered into hereunder, without the Holder’s consent, except as set forth in this Plan.


 




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Section
11. Term of Plan.


 


11.1. Effective
Date. The Effective Date of the Plan shall be the date on which the Plan is adopted by the Board. Awards may be granted
under the Plan at any time after the Effective Date and before the date fixed herein for termination of the Plan; provided, however,
that if the Plan is not approved by the affirmative vote of the holders of a majority of the Common Stock cast at a duly held
stockholders’ meeting at which a quorum is, either in person or by proxy, present and voting within one year from the Effective
Date, then (i) no Incentive Stock Options may be granted hereunder and (ii) all Incentive Stock Options previously granted hereunder
shall be automatically converted into Non-qualified Stock Options.


 


11.2. Termination
Date. Unless terminated by the Board, this Plan shall continue to remain effective until such time as no further awards
may be granted and all awards granted under the Plan are no longer outstanding. Notwithstanding the
foregoing, grants of Incentive Stock Options may be made only during the ten-year period beginning on the Effective Date.


 


Section
12. General Provisions.


 


12.1. Written
Agreements. Each award granted under the Plan shall be confirmed by, and shall be subject
to the terms of, the Agreement executed by the Company and the Holder, or such other document as may be determined by the Committee.
The Committee may terminate any award made under the Plan if the Agreement relating thereto is not executed and returned to the
Company within 10 days after the Agreement has been delivered to the Holder for his or her execution.


 


12.2. Unfunded
Status of Plan. The Plan is intended to constitute an “unfunded” plan for incentive
and deferred compensation. With respect to any payments not yet made to a Holder by the Company, nothing contained herein shall
give any such Holder any rights that are greater than those of a general creditor of the Company.


 


12.3. Employees.


 


(a) Engaging
in Competition With the Company; Solicitation of Customers and Employees; Disclosure of Confidential Information. If
a Holder’s employment with the Company or a Subsidiary is terminated for any reason whatsoever, and within 12 months after
the date thereof such Holder either (i) accepts employment with any competitor of, or otherwise engages in competition with, the
Company or any of its Subsidiaries, (ii) solicits any customers or employees of the Company or any of its Subsidiaries to do business
with or render services to the Holder or any business with which the Holder becomes affiliated or to which the Holder renders
services or (iii) uses or discloses to anyone outside the Company any confidential information or material of the Company or any
of its Subsidiaries in violation of the Company’s policies or any agreement between the Holder and the Company or any of
its Subsidiaries, the Committee, in its sole discretion, may require such Holder to return to the Company the economic value of
any award that was realized or obtained by such Holder at any time during the period beginning on the date that is six months
prior to the date such Holder’s employment with the Company is terminated; provided, however, that if the Holder is a resident
of the State of California, such right must be exercised by the Company for cash within six months after the date of termination
of the Holder’s service to the Company or within six months after exercise of the applicable Stock Option, whichever is
later. In such event, Holder agrees to remit to the Company, in cash, an amount equal to the difference between the Fair Market
Value of the Shares on the date of termination (or the sales price of such Shares if the Shares were sold during such six month
period) and the price the Holder paid the Company for such Shares.


 




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(b) Termination
for Cause. If a Holder’s employment with the Company or a Subsidiary is terminated for cause, the Committee may,
in its sole discretion, require such Holder to return to the Company the economic value of any award
that was realized or obtained by such Holder at any time during the period beginning on that date that is six months prior to
the date such Holder’s employment with the Company is terminated. In such event, Holder agrees to remit to the Company,
in cash, an amount equal to the difference between the Fair Market Value of the Shares on the date of termination (or the sales
price of such Shares if the Shares were sold during such six month period) and the price the Holder paid the Company for such
Shares.


 


(c) No
Right of Employment. Nothing contained in the Plan or in any award hereunder shall be deemed to confer upon any Holder
who is an employee of the Company or any Subsidiary any right to continued employment with the Company
or any Subsidiary, nor shall it interfere in any way with the right of the Company or any Subsidiary to terminate the employment
of any Holder who is an employee at any time.


 


12.4. Investment
Representations; Company Policy. The Committee may require each person acquiring shares of Common Stock pursuant to a
Stock Option or other award under the Plan to represent to and agree with the Company in writing that the Holder is acquiring
the shares for investment without a view to distribution thereof. Each person acquiring shares of Common
Stock pursuant to a Stock Option or other award under the Plan shall be required to abide by all policies of the Company in effect
at the time of such acquisition and thereafter with respect to the ownership and trading of the Company’s securities.


 


12.5. Additional
Incentive Arrangements. Nothing contained in the Plan shall prevent the Board from adopting such other or additional
incentive arrangements as it may deem desirable, including, but not limited to, the granting of Stock
Options and the awarding of Common Stock and cash otherwise than under the Plan; and such arrangements may be either generally
applicable or applicable only in specific cases; provided, that the granting of an award hereunder in any year shall not entitle
the Holder thereof to future awards under this Plan or any such arrangement.


 


12.6. Withholding
Taxes. Not later than the date as of which an amount must first be included in the gross income of the Holder for Federal
income tax purposes with respect to any Stock Option or other award under the Plan, the Holder shall pay to the Company, or make
arrangements satisfactory to the Committee regarding the payment of, any Federal, state and local taxes of any kind required by
law to be withheld or paid with respect to such amount. If permitted by the Committee, tax withholding or payment obligations
may be settled with Common Stock, including Common Stock that is part of the award that gives rise to the withholding requirement,
using the minimum statutory rate. The obligations of the Company under the Plan shall be conditioned upon such payment or arrangements
and the Company or the Holder’s employer (if not the Company) 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 Holder from the Company or any Subsidiary.


 


12.7
Clawback. Notwithstanding any other provisions of the Plan, any award which is subject to recovery under any law, government
regulation or listing requirement of any national securities exchange on which the Company’s securities are listed, will
be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or listing
requirement (or any policy adopted by the Company pursuant to any such law, government regulation or listing requirement).


 




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12.8. Governing
Law. The Plan and all awards made and actions taken thereunder shall be governed by and construed
in accordance with the law of the State of Delaware (without regard to choice of law provisions).


 


12.9. Other
Benefit Plans. Any award granted under the Plan shall not be deemed compensation for purposes
of computing benefits under any retirement plan of the Company or any Subsidiary and shall not affect any benefits under any other
benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation
(unless required by specific reference in any such other plan to awards under this Plan).


 


12.10. Non-Transferability. Except
as otherwise expressly provided in the Plan or the Agreement, no right or benefit under the Plan may be alienated,
sold, assigned, hypothecated, pledged, exchanged, transferred, encumbranced or charged, and any attempt to alienate, sell, assign,
hypothecate, pledge, exchange, transfer, encumber or charge the same shall be void.


 


12.11.
Applicable Laws. The obligations of the Company with respect to all Stock Options and awards
under the Plan shall be subject to (i) all applicable laws, rules and regulations and such approvals by any governmental agencies
as may be required, including, without limitation, the Securities Act, and (ii) the rules and regulations of any securities exchange
on which the Common Stock may be listed.


 


12.12.
Conflicts. If any of the terms or provisions of the Plan or an Agreement conflict with the
requirements of Section 422 of the Code, then such terms or provisions shall be deemed inoperative to the extent they so conflict
with such requirements. Additionally, if this Plan or any Agreement does not contain any provision required to be included herein
under Section 422 of the Code, such provision shall be deemed to be incorporated herein and therein with the same force and effect
as if such provision had been set out at length herein and therein. If any of the terms or provisions of any Agreement conflict
with any terms or provisions of the Plan, then such terms or provisions shall be deemed inoperative to the extent they so conflict
with the requirements of the Plan. Additionally, if any Agreement does not contain any provision required to be included therein
under the Plan, such provision shall be deemed to be incorporated therein with the same force and effect as if such provision
had been set out at length therein.


 


12.13.
Certain Awards Deferring or Accelerating the Receipt of Compensation. To the extent applicable, all awards granted,
and all Agreements entered into, under the Plan are intended to comply with Section 409A of the Code, which was added by the American
Jobs Creation Act of 2004 and relates to deferred compensation under nonqualified deferred compensation
plans. The Committee, in administering the Plan, intends, and the parties entering into any Agreement intend, to restrict provisions
of any awards that may constitute deferred receipt of compensation subject to Code Section 409A requirements to those consistent
with this Section. The Board may amend the Plan without the consent of any Holder to comply with Code Section 409A in the future.


 


12.14.
Non-Registered Stock. The shares of Common Stock to be distributed under this Plan have not been, as of the Effective
Date, registered under the Securities Act or any applicable state or foreign securities laws and the
Company has no obligation to any Holder to register the Common Stock or to assist the Holder in obtaining an exemption from the
various registration requirements, or to list the Common Stock on a national securities exchange or any other trading or quotation
system, including Nasdaq.


 




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