Exhibit 4.3


 


 


 


 


 


 


 


 


 


VACCINOGEN, INC.


 


2015 STOCK INCENTIVE PLAN


 


 


 


 


 


 


 


 


 


 


 


 


 


Effective as of February 16, 2015


 




    	 



    	 



    


 


 


TABLE OF CONTENTS


 


Page


 




	1.   Establishment,
    Purpose and Types of Awards	1
	2.   Definitions	1
	3.   Administration	6
	(a)   Procedure	6
	(b)   Secondary
    Committees and Sub-Plans	6
	(c)   Powers
    of the Committee	6
	(d)   Limited
    Liability	7
	(e)   Indemnification	7
	(f)   Effect
    of Committee’s Decision	8
	4.   Stock
    Available Under the Plan; Maximum Awards	8
	(a)   Stock
    Available Under the Plan	8
	(b)   Maximum
    Awards to Covered Employees	8
	5.   Participation	9
	6.   Stock
    Options	9
	(a)   Grant
    of Option	9
	(b)   Exercise
    Price	9
	(c)   Payment	9
	(d)   Term
    of Options	10
	(e)   Restrictions
    on Incentive Stock Options	10
	(f)   Other
    Terms and Conditions	11
	7.   Restricted
    Stock and Restricted Stock Units	11
	(a)   In
    General	11
	(b)   Vesting
    Conditions and Other Restrictions	11
	(c)   Stock
    Issuance and Stockholder Rights	11
	8.   Stock
    Appreciation Rights	13
	(a)   Award
    of Stock Appreciation Rights	13
	(b)   Restrictions
    of Tandem SARs	13
	(c)   Amount
    of Payment upon Exercise of SARs	13
	(d)   Form
    of Payment upon Exercise of SARs	13
	9.   Unrestricted
    Stock and Dividend Equivalents	14
	(a)   
    Grant or Sale of Unrestricted Stock.	14
	(b)   
    Restrictions on Transfers.	14
	(c)   
    Dividend Equivalents.	14
	10.   Performance
    Awards	14
	(a)   In
    General	14
	(b)   Covered
    Employee Targets	14
	(c)   Nonexclusive
    Provision.	15
	11.   Tax
    Withholding	15
	(a) 
    Withholding by the Company; Payment by Participant	15
	(b)   
    Payment in Shares	15
	(c)   
    Notice of Disqualifying Disposition	16
	12.   Transferability	16
	13.   Adjustments;
    Business Combinations	16
	(a)   Adjustments	16
	(b)   Change
    in Control	16
	(c)   Dissolution
    and Liquidation	17
	(d)   Other
    Adjustments	17
	14.   Termination
    and Amendment	17
	(a)   Amendment
    or Termination by the Board	17
	(b)   Amendments
    by the Committee	18
	(c)   Approval
    of Participants	18
	15.   Non-Guarantee
    of Employment	18



 


 



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	16.   Termination
    of Employment	18
	17.   Written
    Agreement	18
	18.   Non-Uniform
    Determinations	18
	19.   Limitation
    on Benefits	19
	20.   Compliance
    with Securities and Other Laws	19
	21.   No
    Trust or Fund Created	19
	22.   No
    Limit on Other Compensation Arrangements	20
	23.   No
    Restriction of Corporate Action	20
	24.   Construction;
    Governing Law	20
	25.   Plan
    Subject to Charter and Bylaws	21
	26.   Effective
    Date; Termination Date	21
	27.   Tax
    Consequences of Awards/Payments	21



 



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VACCINOGEN, INC.


 


2015 STOCK INCENTIVE PLAN 


 


1.Establishment, Purpose and Types of
Awards


 


Vaccinogen, Inc. (the “Company”)
hereby establishes the Vaccinogen, Inc. 2015 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to promote
the long-term growth and profitability of the Company by (i) providing incentives to improve stockholder value and to contribute
to the growth and financial success of the Company, and (ii) enabling the Company to attract, retain and reward the best available
persons for positions of substantial responsibility. The Plan permits the granting of Awards in the form of Incentive Stock Options,
Non-Statutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Unrestricted Stock, Performance
Awards, and Dividend Equivalents, in each case as such term is defined below, and any combination of the foregoing.


 


2.Definitions


 


Under this Plan, except
where the context otherwise indicates, the following definitions apply:


 


“Affiliated Group
Member” means any member of the “affiliated group,” as such term is defined in Section 1504 of the Code (but
determined without regard to Section 1504(b) of the Code), which includes the Company.


 


“Award”
means an Incentive Stock Option, Non-Statutory Stock Option, Restricted Stock, Restricted Stock Unit, Stock Appreciation Right,
Unrestricted Stock, Performance Award, Dividend Equivalents and any combination of the foregoing.


 


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


 


“Change
in Control” means (except as provided below) the occurrence of an event described in (1), (2), (3) or (4) below:


(1)upon any
“person,” as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934 (other than any shareholder
of the Company as of the effective date of this Plan, an entity controlled by, controlling or under common control with such shareholder,
the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company
owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of
the Company), becoming the beneficial owners (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or
indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding
securities (excluding any outstanding, unexercised options or warrants); 


(2)upon any
shareholder, as of the effective date of the Plan, of the Company or an entity controlled by, controlling or under common control
with such shareholder, becoming the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly
or indirectly, of securities of the Company representing 60% or more of the combined voting power of the Company’s then
outstanding securities; 


(3)a merger
or consolidation of the Company or a subsidiary thereof with any other corporation, other than a merger or consolidation which
would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting
power of the voting securities of the Company or such surviving entity or such surviving entity’s parent outstanding immediately
after such merger or consolidation; 


(4)upon the approval by the security
holders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company
of all or substantially all of the Company’s assets other than an incorporation transaction.


“Code” means
the Internal Revenue Code of 1986, as amended, and any regulations issued thereunder.


 


“Committee”
means the Compensation Committee of the Board or such other committee or sub-committee of the Board as may be appointed pursuant
to Section 3 of the Plan to administer the Plan.


 


“Committee Delegate”
means the Chief Executive Officer or other senior officer of the Company to whom duties and powers of the Board or Committee hereunder
have been delegated pursuant to Section 3(b).


 


“Consultant”
means a natural person who provides bona fide services to the Company or a Subsidiary, other than as an employee or director, provided
that such services are not in connection with the offer or sale of securities in a capital raising transaction and do not promote
or maintain a market for the Company’s securities.


 


“Covered Employee”
means an employee of the Company or any Affiliated Group Member who is subject to Section 162(m) of the Code (as set forth in Section
1.162-27(c)(2) of the Treasury Regulations).


 


“Disabled”
or “Disability” means, as to any Participant who is party to an employment agreement with the Company (or a
Subsidiary), “disability” as defined therein. In the absence of such an employment agreement, “Disability”
shall mean a long-term disability as defined the Company’s long-term disability policy or program in which the Participant
participates, or if none, “Disability” shall mean that the Grantee is unable to perform substantially his or her required
duties with the Company (or a Subsidiary) for a period of four (4) consecutive months or for any aggregate period of six (6) months
in any twelve (12) month period.


 






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“Dividend Equivalent”
means an award of rights in respect of dividend payments made with respect to Stock, as set forth in Sections 7(c) or 9(c).


 


“Exchange Act”
means the U.S. Securities Exchange Act of 1934, as amended and any rules or regulations promulgated thereunder.


 


“Fair Market Value”
of the Stock for any purpose on a particular date means the closing price per share of the Stock on such date as reported by
such registered national securities exchange on which the Stock is listed, or, if the Stock is not listed on such an exchange,
as quoted on an established securities market; provided, that, if there is no trading on such date, Fair Market Value shall be
deemed to be the closing price per share on the last preceding date on which the Stock was traded. If the Stock is not listed on
any registered national securities exchange or quoted on an established securities market, the Fair Market Value of the Stock shall
be determined in good faith by the Committee by the reasonable application of a reasonable valuation method consistent with Treas.
Reg. § 1.409A-1(b)(5)(iv)(B).


 


“Fiscal Year”
means the fiscal year of the Company, which is currently each January 1st to December 31st.


 


“Grant Agreement”
means a written agreement between the Company and a Participant memorializing the terms and conditions of an Award granted pursuant
to the Plan.


 


“Grant Date”
means the date on which the Committee formally acts to grant an Award to a Participant or such other later date as the Committee
shall so designate at the time of taking such formal action.


 


“Incentive Stock
Options” means Stock options that meet the requirements of Section 422 of the Code.


 


“Non-Employee
Director” means any director who: (i) is not currently an officer of the Company or of a “parent” or “subsidiary”
of the Company (each of such terms as defined under Rule 16b-3, and referred to herein as a “Related Company”), or
otherwise currently employed by the Company or a Related Company, (ii) does not receive compensation, either directly or indirectly,
from the Company or a Related Company, for services rendered as a consultant or in any capacity other than as a director, except
for an amount that does not exceed the dollar amount for which disclosure would be required pursuant to Item 404(a) of Regulation
S-K promulgated by the SEC, (iii) does not possess an interest in any other transaction for which disclosure would be required
pursuant to Rule 404(a) of Regulation S-K, and (iv) is not engaged in a business relationship for which disclosure would be required
pursuant to Rule 404(b) of Regulation S-K. Notwithstanding the foregoing, this definition is intended to reflect the requirements
of Rule 16b-3 and shall be so construed. In the case of future amendments to Rule 16b-3, this definition shall be deemed amended
accordingly.


 


“Non-Statutory
Stock Options” means Stock options that do not meet the requirements of Section 422 of the Code.


 



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“Outside Director”
means any director who (i) is not an employee of the Company or of any Affiliated Group Member, (ii) is not a former employee of
the Company or any Affiliated Group Member who is receiving compensation for prior services (other than benefits under a tax-qualified
retirement plan) during the Company’s or any Affiliated Group Member’s taxable year, (iii) has not been an officer
of the Company or any Affiliated Group Member and (iv) does not receive remuneration from the Company or any Affiliated Group Member,
either directly or indirectly, in any capacity other than as a director. Notwithstanding the foregoing, this definition is intended
to reflect the requirements of Section 162(m) of the Code and the Treasury regulations issued thereunder and shall be so construed.
In the case of future amendments to such Code or Treasury regulation sections, this definition shall be deemed amended accordingly.


 


“Participant”
means any member of the Board, officer, employee, or Consultant of the Company or any Subsidiary, who is granted an Award under
the Plan.


 


“Performance Award”
means an Award under Section 10 hereof.


 


“Performance Measure”
means one or more of the following criteria, or other similar operating objectives, selected by the Committee and set forth in
a Grant Agreement, to measure performance of the Company or any Subsidiary or other business division of same for a Performance
Period, whether in absolute or relative terms:


 


(1)              
Pre-tax adjusted operating income, return on equity, after-tax adjusted operating income, operating efficiency; adjusted
EBITDA; EBITDA excluding capital expenditures; other financial return measures (e.g., return on invested capital, investments,
investment income generated by underwriting or other operations or on the float from such operations, equity, or revenue); cash
flow return on equity; cash flow return on investment; productivity ratios (e.g., measuring liquidity, profitability or leverage);
enterprise value; expense/cost management targets (e.g., improvement in or attainment of expense levels, capital expenditure levels,
and/or working capital levels); other margins (e.g., operating margin, underwriting margins, net income margin, cash margin, net
or operating profit margins, EBITDA margins, adjusted EBITDA margins); market share or market penetration; customer targets (e.g.,
customer growth or customer satisfaction); working capital targets or improvements; profit measures (e.g., gross profit, net profit,
operating profit, investment profit and/or underwriting profit), including or excluding charges for share compensation, fee income
and/or other specified items; certain balance sheet metrics (e.g., inventory, inventory turns, receivables turnover, net asset
turnover, debt reduction, retained earnings, year-end cash, cash conversion cycle, ratio of debt to equity or to EBITDA); workforce
targets (e.g., diversity goals, employee engagement or satisfaction, employee retention, and workplace health and safety goals);
implementation, completion or attainment of measurable objectives with respect to risk management, research and development, key
products or key projects, lines of business, acquisitions and divestitures and strategic plan development and/or implementation;
and/or comparisons with various stock market indices, peer companies or industry groups or classifications with regard to one or
more of these criteria.






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(2)              
Except to the extent otherwise provided in a Grant Agreement, each such measure shall be determined in accordance with generally
accepted accounting principles as consistently applied, adjusted to omit the effects of extraordinary items, gain or loss on the
disposal of a business segment, unusual or infrequently occurring events and transactions and cumulative effects of changes in
accounting principles.


“Performance Period”
means a period set forth in a Grant Agreement of not less than one fiscal quarter over which the achievement of targets for
Performance Measures is determined.


 


“Repricing”
or “Reprice” means any of the following or other action that has the same effect:  (i) lowering the
exercise price of a Stock option after it is granted, (ii) any other action that is treated as a repricing under generally
accepted accounting principles, or (iii) canceling a Stock option at a time when its exercise price exceeds the Fair Market
Value of the underlying Stock in exchange for another Award, or other equity of the Company, unless the cancellation and exchange
occurs in connection with a merger, acquisition, spin-off, or similar corporate transaction.


 


“Restricted Stock”
and “Restricted Stock Units” means Awards under Section 7.


 


“Rule 16b-3”
means Rule 16b-3 as in effect under the Exchange Act on the effective date of the Plan, or any successor provision prescribing
conditions necessary to exempt the issuance of securities under the Plan (and further transactions in such securities) from Section
16(b) of the Exchange Act.


 


“Securities Act”
means the U.S. Securities Act of 1933, as amended and any rules or regulations promulgated thereunder.


 


“Separation from
Service” means separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code).


 


“Stock”
means common stock of the Company, par value $0.0001 per share.


 


“Stock Appreciation
Rights” or “SARs” means Awards under Section 8.


 


“Subsidiary”
and “Subsidiaries” means, with respect to the Company, only a company or companies, whether now or hereafter existing,
within the meaning of the definition of “subsidiary company” provided in Section 424(f) of the Code, or any
successor thereto of similar import.


 


“Unrestricted
Stock” means Awards under Section 9.


 


3.Administration


 


(a)Procedure. 


 


(1) The
Plan shall be administered by a Stock Incentive Plan Committee (the “Committee”) consisting of all members of the
Compensation Committee of the Company. The Committee shall have discretion regarding whether particular Awards shall be intended
to comply with the exemption requirements of Rule 16b-3 and/or Section 162(m) of the Code. If such exemption requirements are
intended to be satisfied with respect to particular Awards, and if necessary to meet such exemption requirements, the full Board,
or a subcommittee of the Compensation Committee appointed by the Compensation Committee, as applicable, may grant such Awards,
in which case the powers and authorities provided to the Committee hereunder shall apply to the granting body with respect to
such Awards.






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(2)The Committee
shall have at least two (2) members at all times. Except as specifically reserved to the Board under the terms of the Plan, the
Committee shall have full and final authority to operate, manage and administer the Plan on behalf of the Company. Action by the
Committee shall require the affirmative vote of a majority of all members thereof.


 


(b)Secondary
Committees and Sub-Plans. The Board may, in its sole discretion, divide the duties and powers of the Committee by establishing
one or more secondary Committees to which certain duties and powers of the Committee hereunder are delegated (each of which shall
be regarded as a “Committee” under the Plan with respect to such duties and powers). Additionally, if permitted by
applicable law, the Board or Committee may delegate certain of the Committee’s duties and powers hereunder to the Chief
Executive Officer and/or to other senior officers of the Company subject to such conditions and limitations as the Board or Committee
shall prescribe. However, only the entities described under Subsection 3(a)(1) may designate and grant Awards to Participants.
The Committee shall also have the power to establish sub-plans (which may be included as appendices to the Plan or the respective
Grant Agreements), which may constitute separate programs, for the purpose of establishing programs which meet any special tax
or regulatory requirements of jurisdictions other than the United States and its subdivisions. Any such interpretations, rules,
administration and sub-plans shall be consistent with the basic purposes of the Plan.


 


(c)Powers
of the Committee. The Committee shall have all the powers vested in it by the terms of the Plan, such powers to include authority,
in its sole and absolute discretion, to grant Awards under the Plan, prescribe Grant Agreements evidencing such Awards and establish
programs for granting Awards. The Committee shall have full power and authority to take all other actions necessary to carry out
the purpose and intent of the Plan, including, but not limited to, the authority to:


 


(i)determine
the Participants to whom, and the time or times at which, Awards shall be granted,


 


(ii)determine
the types of Awards to be granted,


 


(iii)determine
the number of shares of Stock to be covered by or used for reference purposes for each Award,


 



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(iv)impose
such terms, limitations, vesting schedules, restrictions and conditions upon any such Award as the Committee shall deem appropriate,
including without limitation establishing, in its discretion, Performance Measures that must be satisfied before an Award vests
and/or becomes payable, the term during which an Award is exercisable, the purchase price, if any, under an Award and the period,
if any, following a Participant’s termination of employment or service with the Company or any Subsidiary during which the
Award shall remain exercisable,


 


(v)subject to the provisions
of Section 409A of the Code, modify, extend or renew outstanding Awards, accept the surrender of outstanding Awards and substitute
new Awards, provided that no such action shall be taken with respect to any outstanding Award that would materially, adversely
affect the Participant without the Participant’s consent, or constitute a Repricing of an Incentive Stock Option or Non-Statutory
Stock Option without the approval of the holders of the Company’s voting securities,


 


(vi)subject to the provisions
of Section 409A of the Code, accelerate the time in which an Award may be exercised or in which an Award becomes payable and waive
or accelerate the lapse, in whole or in part, of any restriction or condition with respect to an Award, and


 


(vii)establish objectives
and conditions, including targets for Performance Measures, if any, for earning Awards and determining whether Awards will be paid
after the end of a Performance Period.


 


The Committee shall have full power and authority
to administer and interpret the Plan and to adopt such rules, regulations, agreements, guidelines and instruments for the administration
of the Plan as the Committee deems necessary, desirable or appropriate in accordance with the Bylaws of the Company.


 


(d)Limited
Liability. To the maximum extent permitted by law, no member of the Board or Committee or a Committee Delegate shall be liable
for any action taken or decision made in good faith relating to the Plan or any Award thereunder.


 


(e)Indemnification.
The members of the Board and Committee and any Committee Delegate shall be indemnified by the Company in respect of all their
activities under the Plan in accordance with the procedures and terms and conditions set forth in the Certificate of Incorporation
and Bylaws of the Company as in effect from time to time. The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation and
Bylaws, as a matter of law, or otherwise.


 


(f)Effect of Committee’s Decision.
All actions taken and decisions and determinations made by the Committee or a Committee Delegate on all matters relating to the
Plan pursuant to the powers vested in it hereunder shall be in the Committee’s or Committee Delegate’s sole and absolute
discretion and shall be conclusive and binding on all parties concerned, including the Company, its stockholders, any Participants
in the Plan and any other employee of the Company, and their respective successors in interest.


 



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4.Stock Available Under the Plan; Maximum
Awards


 


(a)Stock Available Under the Plan.



 


(i)Subject
to adjustments as provided in Section 13 of the Plan, the Stock that may be delivered or purchased with respect to Awards granted
under the Plan, shall not exceed 5,943,569 shares, and the Stock that may be purchased on exercise of Incentive Stock Options shall
not exceed 5,943,569 shares. The Company shall reserve said number of shares of Stock
for Awards under the Plan, subject to adjustments as provided in Section 13 of the Plan. If any Award, or portion of an
Award, issued under the Plan, expires or terminates unexercised, becomes unexercisable or is forfeited or otherwise terminated,
surrendered or canceled as to any shares of Stock without the delivery by the Company (or, in the case of Restricted Stock, without
vesting) of Stock or other consideration, the Stock subject to such Award shall thereafter be available for further Awards under
the Plan. In the case of a Stock Appreciation Right, the difference between the number of shares of Stock covered by the exercised
portion of the SAR and the number of shares of Stock actually delivered upon exercise shall not be restored or available for future
issuance under the Plan.


 


(ii)Stock available under
the Plan may be, in any combination, (i) authorized but unissued shares of Stock, (ii) shares of Stock that are reacquired by the
Company and held as treasury shares, and/or (iii) shares of Stock purchased on the open market by a broker designated by the Company
and, subject to the requirements of Section 20, immediately thereafter issued for the benefit of a Participant under the Plan.
It is intended that a registration statement under the Securities Act of 1933, as amended, shall be effective with respect
to the shares of Stock issued under the Plan.


 


(b)Maximum Awards to Covered Employees.
 Awards that may be granted during any one Fiscal Year to any one Covered Employee shall not exceed 2,447,352 shares.
To the extent required by Section 162(m) of the Code and so long as Section 162(m) of the Code is applicable to persons
eligible to participate in the Plan, shares of Stock subject to the foregoing maximum with respect to which the related Award is
terminated, surrendered or canceled shall nonetheless continue to be taken into account with respect to such maximum for the Fiscal
Year in which granted.


 



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5.Participation


 


Participation in the Plan
shall be open to all officers, employees, directors and Consultants of the Company, or of any Subsidiary of the Company, as may
be selected by the Committee from time to time. Notwithstanding the foregoing, participation in the Plan with respect to Awards
of Incentive Stock Options shall be limited to employees of the Company or of any Subsidiary of the Company.


 


Awards may be granted to
such Participants and for or with respect to such number of shares of Stock as the Committee shall determine, subject to the limitations
in Section 4 of the Plan. A grant of any type of Award made in any one year to a Participant shall neither guarantee nor preclude
a further grant of that or any other type of Award to such person in that year or subsequent years.


 


6.Stock Options


 


Subject to the other applicable
provisions of the Plan, the Committee may from time to time grant to Participants Awards of Non-Statutory Stock Options and/or
Incentive Stock Options. The stock option Awards granted shall be subject to the following terms and conditions.


 


(a)Grant of Option. The grant
of a stock option shall be evidenced by a Grant Agreement, executed by the Company and the Participant, stating the number of shares
of Stock subject to the stock option evidenced thereby, the exercise price and the terms and conditions of such stock option, in
such form as the Committee may from time to time determine.


 


(b)Exercise Price. The price
per share payable upon the exercise of each stock option shall be determined by the Committee but shall be no less than one hundred
percent (100%) of the Fair Market Value of the Stock on the Grant Date.


 


(c)Payment. Stock options may
be exercised in whole or in part by payment of the exercise price of the Stock to be acquired in accordance with the provisions
of the Grant Agreement, and/or such rules and regulations as the Committee may have prescribed, and/or such determinations, orders,
or decisions as the Committee may have made.


 


Payment may be made in
cash (or cash equivalents acceptable to the Committee) or, if provided in the Grant Agreement and permitted by applicable law,
in shares of Stock which have been held by Participant for such minimum period, if any, prescribed by the Committee, or which would
otherwise be issuable to Participant on exercise, or a combination of cash and such Stock, or by such other means as the Committee
may prescribe. The Fair Market Value of Stock delivered on exercise of stock options shall be determined as of the date of exercise.


 


The Committee, subject
to such limitations as it may determine, may authorize payment of the exercise price, in whole or in part, by delivery of a properly
executed exercise notice, together with irrevocable instructions, to: (i) a brokerage firm to deliver promptly to the Company the
aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection
with the exercise, and (ii) the Company to deliver the certificates for such purchased Stock directly to such brokerage firm.


 



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(d)Term of Options. The term
during which each stock option may be exercised shall be determined by the Committee; provided, however, that in no event shall
a stock option be exercisable more than ten (10) years from the date it is granted. Prior to the exercise of the stock option and
delivery of the Stock certificates represented thereby, the Participant shall have none of the rights of a stockholder with respect
to any Stock represented by an outstanding stock option.


 


(e)Restrictions on Incentive Stock
Options. Incentive Stock Option Awards granted under the Plan shall comply in all respects with Section 422 of the Code and,
as such, shall meet the following additional requirements:


 


(i)Grant Date. An
Incentive Stock Option must be granted within ten (10) years of the earlier of the Plan’s adoption by the Board of Directors
or approval by the Company’s stockholders.


 


(ii)Exercise Price and
Term. The exercise price of an Incentive Stock Option shall not be less than one hundred percent (100%) of the Fair Market
Value of the Stock on the date the stock option is granted and the term of the stock option shall not exceed ten (10) years. Also,
the exercise price of any Incentive Stock Option granted to a Participant who owns (within the meaning of Section 422(b)(6) of
the Code, after the application of the attribution rules in Section 424(d) of the Code) more than ten percent (10%) of the total
combined voting power of all classes of shares of Stock of the Company or any Subsidiary of the Company shall be not less than
one hundred ten percent (110%) of the Fair Market Value of the Stock on the grant date and the term of such stock option shall
not exceed five (5) years.


 


(iii)Maximum Grant.
The aggregate Fair Market Value (determined as of the Grant Date) of Stock of the Company with respect to which all Incentive Stock
Options first become exercisable by any Participant in any calendar year under this or any other plan of the Company and any Subsidiaries
may not exceed One Hundred Thousand Dollars ($100,000) or such other amount as may be permitted from time to time under Section
422 of the Code. To the extent that such aggregate Fair Market Value shall exceed One Hundred Thousand Dollars ($100,000), or other
applicable amount, such stock options to the extent of the Stock in excess of such limit shall be treated as Non-Statutory Stock
Options. In such case, the Company may designate the shares of Stock that are to be treated as Stock acquired pursuant to the exercise
of an Incentive Stock Option.


 


(iv)Participant. Incentive
Stock Options shall only be issued to employees of the Company or of a Subsidiary of the Company.


 



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(v)Designation. No
stock option shall be an Incentive Stock Option unless so designated by the Committee at the time of grant or in the Grant Agreement
evidencing such stock option.


 


(vi)
Stockholder Approval. No stock option issued under the Plan shall be an Incentive Stock Option unless the Plan is
approved by the stockholders of the Company within twelve (12) months of its adoption by the Board in accordance with the
Bylaws of the Company and governing law relating to such matters.


 


(f)Other Terms and Conditions.
Stock options may contain such other provisions, not inconsistent with the provisions of the Plan, as the Committee shall determine
appropriate from time to time.


 


7.Restricted Stock and Restricted Stock
Units


 


(a)In General. Subject to the
other applicable provisions of the Plan and applicable law, the Committee may at any time and from time to time grant Restricted
Stock or Restricted Stock Units to Participants, in such amounts and subject to such vesting conditions, other restrictions and
conditions for the lapse of restrictions as it determines. Unless determined otherwise by the Committee, Participants receiving
Restricted Stock or Restricted Stock Units are not required to pay the Company cash consideration therefor (except as may be required
for applicable tax withholding).


 


(b)Vesting Conditions and Other
Restrictions. Each Award for Restricted Stock and Restricted Stock Units shall be evidenced by a Grant Agreement that specifies
the applicable vesting conditions and other restrictions, if any, on such Award, the duration of such restrictions, and the time
or times at which such restrictions shall lapse with respect to all or a specified number of the shares of Stock that are part
of the Award.


 


(c)Stock Issuance and Stockholder
Rights.


 


(i)Restricted Stock.
Stock certificates with respect to Stock granted pursuant to a Restricted Stock Award shall be issued, and/or Stock shall be registered,
in the Participant’s name at the time of grant of the Restricted Stock Award, subject to forfeiture if the Restricted Stock
does not vest or other restrictions do not lapse. Any Stock certificates shall bear an appropriate legend with respect to the restrictions
applicable to such Restricted Stock Award and the Participant will be required to deposit the certificates with the Company during
the period of any restriction thereon and to execute a blank stock power or other instrument of transfer therefor. Except as otherwise
provided by the Committee, during the period of restriction following issuance of Restricted Stock certificates, the Participant
shall have all of the rights of a holder of Stock, including but not limited to the rights to receive dividends (or amounts equivalent
to dividends) and to vote with respect to the Restricted Stock. The Committee, in its discretion, may provide in the Grant Agreement
that any dividends or distributions paid with respect to Stock subject to the unvested portion of a Restricted Stock Award will
be subject to the same restrictions as the Restricted Stock to which such dividends or distributions relate.


 



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(ii)Restricted Stock Units.
For the shares of Stock subject to a Restricted Stock Unit that the Committee elects to settle in stock, Stock shall be registered
in the Participant’s name upon vesting and lapse of any other restrictions with respect to the issuance of Stock under such
Award. The Participant will not be entitled to vote such Stock or to any of the other rights of stockholders during the period
prior to the registration of the Stock. An Award of Restricted Stock Units may provide the Participant with the right to receive
amounts equivalent to dividends and distributions paid with respect to Stock subject to the Award while the Award is outstanding,
and an Award may be settled in cash or Stock, all as determined by the Committee and set forth in the Grant Agreement. Unless otherwise
determined by the Committee with respect to a particular Award (and set forth in the Grant Agreement), each outstanding Restricted
Stock Unit that is entitled to receive amounts equivalent to dividends and distributions paid with respect to Stock subject to
the Award while the Award is outstanding shall accrue such dividend and distribution equivalents, deferred as cash or equivalent
amounts of additional Restricted Stock Units, and such amounts shall be paid only when and if the Restricted Stock Unit (on which
such dividend and distribution equivalents were accrued) vests and becomes payable. If the Committee determines to provide for
the current payment of dividend equivalents and distributions with respect to Stock subject to the Award, the terms and conditions
of such payment shall be set forth in the Grant Agreement and shall be structured in compliance with Section 409A of the Code.
To the extent that a Restricted Stock Unit does not vest or is otherwise forfeited, any accrued and unpaid dividend and distribution
equivalents shall be forfeited, unless otherwise provided in a Grant Agreement. Amounts payable or distributable (including dividend
and distribution equivalents that are payable with respect to such Restricted Stock Units) shall be made or distributed within
thirty (30) days after the Participant’s rights to such payments vest, unless otherwise provided in a Grant Agreement. In
the event the Award provides for partial vesting over multiple years, amounts payable or distributable with respect to the Award
(including dividend and distribution equivalents that are payable with respect to such Restricted Stock Units) shall be made or
distributed within thirty (30) days after vesting occurs, except as otherwise provided in a Grant Agreement.


  



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8.Stock Appreciation Rights


 


(a)Award of Stock Appreciation Rights.
Subject to the other applicable provisions of the Plan, the Committee may at any time and from time to time grant Stock Appreciation
Rights (“SARs”) to Participants, either on a free-standing basis (without regard to or in addition to the grant of
a stock option) or on a tandem basis (related to the grant of an underlying stock option), as it determines. SARs granted in tandem
with or in addition to a stock option may be granted at the same time as the stock option; provided, however, that a tandem SAR
shall not be granted with respect to any outstanding Incentive Stock Option Award without the consent of the Participant. SARs
shall be evidenced by Grant Agreements, executed by the Company and the Participant, stating the number of shares of Stock subject
to the SAR evidenced thereby and the terms and conditions of such SAR, in such form as the Committee may from time to time determine.
The term during which each SAR may be exercised shall be determined by the Committee. In no event shall a SAR be exercisable more
than ten (10) years from the date it is granted. The Participant shall have none of the rights of a stockholder with respect
to any Stock represented by a SAR prior to exercise of the SAR.


 


(b)Restrictions of Tandem SARs.
No Incentive Stock Option may be surrendered in connection with the exercise of a tandem SAR unless the Fair Market Value of
the Stock subject to the Incentive Stock Option is greater than the exercise price for such Incentive Stock Option. SARs granted
in tandem with stock options shall be exercisable only to the same extent and subject to the same conditions as the stock options
related thereto are exercisable. The Committee may, in its discretion, prescribe additional conditions to the exercise of any such
tandem SAR.


 


(c)Amount of Payment upon Exercise
of SARs. A SAR shall entitle the Participant to receive, subject to the provisions of the Plan and the Grant Agreement, a payment
having an aggregate value equal to the product of (i) the excess of (A) the Fair Market Value of one share of Stock on the exercise
date over (B) the base price per share of Stock specified in the Grant Agreement, times (ii) the number of shares of Stock specified
by the SAR, or portion thereof, that is exercised. The base price per share specified in the Grant Agreement shall not be less
than the Fair Market Value of a share of Stock on the Grant Date. In the case of exercise of a tandem SAR, such payment shall be
made in exchange for the surrender of the unexercised related stock option (or any portion or portions thereof which the Participant
from time to time determines to surrender for this purpose).


 


(d)Form of Payment upon Exercise
of SARs. Payment by the Company of the amount receivable upon any exercise of a SAR shall be made by the delivery of the number
of whole shares of Stock determined by dividing the amount payable under the SAR by the Fair Market Value of a share of Stock on
the exercise date, or in cash. The amount equivalent in value to any fractional share will be paid out currently in cash.


 



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9.Unrestricted Stock and Dividend Equivalents


 


(a) Grant or Sale
of Unrestricted Stock. Subject to the limitations contained in Section 4, the Committee in its discretion may grant or sell
to any Participant shares of Stock free of any restrictions under the Plan (“Unrestricted Stock”) at a purchase price
determined by the Committee. Shares of Unrestricted Stock may be granted or sold as described in the preceding sentence in respect
of past services or other valid consideration.


 


(b) Restrictions
on Transfers. The right to receive Unrestricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered,
other than by will or the laws of descent and distribution.


 


(c)Dividend Equivalents.
 The Committee may, in its sole discretion, award dividend equivalents in connection with the grant of other types of Awards
hereunder, or as separate Awards hereunder, subject to the terms of the applicable Grant Agreement.


 


10.Performance Awards


 


(a)In General. 
The Committee, in its discretion, may establish targets for Performance Measures for selected Participants and authorize the granting,
vesting, payment and/or delivery of Performance Awards in the form of Incentive Stock Options, Non-Statutory Stock Options, Restricted
Stock, Restricted Stock Units, Stock Appreciation Rights, Unrestricted Stock and/or Dividend Equivalents to such Participants upon
achievement of such targets for Performance Measures during a Performance Period. The Committee, in its discretion, shall determine
the Participants eligible for Performance Awards, the targets for Performance Measures to be achieved during each Performance Period,
and the type, amount, and terms and conditions of any Performance Awards. Performance Awards may be granted either alone or in
addition to other Awards made under the Plan. Notwithstanding any contrary provision of the Plan, in the case of an Award intended
to meet the performance-based compensation exception under Section 162(m) of the Code, the Committee may not exercise discretion
to increase the amount of the Award that will be paid or vested.


 


(b)Covered Employee Targets. In
connection with any Performance Awards granted to a Covered Employee which are intended to meet the performance-based compensation
exception under Section 162(m) of the Code, the Committee shall (i) establish in the applicable Grant Agreement the specific targets
relative to the Performance Measures which must be attained before the respective Performance Award is granted, vests, or is otherwise
paid or delivered, (ii) provide in the applicable Grant Agreement the method for computing the portion of the Performance Award
which shall be granted, vested, paid and/or delivered if the target or targets are attained in full or part, and (iii) at the end
of the relevant Performance Period and prior to any such grant, vesting, payment or delivery certify the extent to which the applicable
target or targets were achieved and whether any other material terms were in fact satisfied. The specific targets and the method
for computing the portion of such Performance Award which shall be granted, vested, paid or delivered to any Covered Employee shall
be established by the Committee prior to the earlier to occur of (A) ninety (90) days after the commencement of the Performance
Period to which the Performance Measure applies and (B) the lapse of twenty-five percent (25%) of the Performance Period and in
any event while the outcome is substantially uncertain. In interpreting Plan provisions applicable to Performance Measures and
Performance Awards which are intended to meet the performance-based compensation exception under Section 162(m) of the Code, it
is the intent of the Plan to conform with the standards of Section 162(m) of the Code and Treasury Regulations Section 1.162-27(e)(2),
and the Committee in interpreting the Plan shall be guided by such provisions.






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(c)Nonexclusive
Provision. Notwithstanding this Section 10, the Committee may authorize the granting, vesting, payment and/or delivery of Performance
Awards based on performance measures other than the Performance Measures and performance periods other than the Performance Periods
to employees who are not Covered Employees, or to Covered Employees to the extent such Awards are not intended to meet the performance-based
compensation exception under Section 162(m) of the Code and in such case waive the deadlines for establishing performance measures
under Subsection (b) above.


 


		11.	Tax Withholding



 


(a) Withholding
by the Company; Payment by Participant. The Company and its Subsidiaries shall, to the extent permitted by law, have the right
to deduct any Federal, state or local taxes of any kind required by law to be withheld from any payment of any kind due to the
Participant under the Plan. Each Participant shall, no later than the date as of which the value of an Award or of any Stock or
other amounts received thereunder first becomes includable in the gross income of the Participant for Federal 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 with respect to such income.


 


(b) Payment in Shares.
A Participant may elect, with the consent of the Committee, to have such tax withholding obligation satisfied, in whole or
in part, by (i) authorizing the Company to withhold from shares of Stock to be issued pursuant to an Award a number of shares with
an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the minimum withholding amount due
with respect to such Award, or (ii) transferring to the Company shares of Stock that have been purchased by the Participant on
the open market or have been beneficially owned by the Participant and are not then subject to restrictions under any Company plan
and with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount
due. The Grant Agreement may also provide that all tax withholding obligations will be satisfied, in whole or in part, by the Company
withholding from shares of Stock to be issued pursuant to an Award that number of shares having an aggregate Fair Market Value
(as of the date the withholding is effected) required to satisfy the minimum withholding amounts due with respect to such Award.


 



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(c) Notice of Disqualifying
Disposition. Each holder of an Incentive Stock Option shall agree to notify the Company in writing immediately after making
a disqualifying disposition (as defined in Section 421(b) of the Code) of any Stock purchased upon exercise of an Incentive Stock
Option.


 


12.Transferability


 


No stock option, SAR or
unvested Award granted under the Plan shall be transferable by a Participant otherwise than by will or the laws of descent and
distribution. Unless otherwise determined by the Committee in accordance with the provisions of the immediately preceding sentence,
a stock option or SAR may be exercised during the lifetime of the Participant only by the Participant or, during the period the
Participant is under a legal disability, by the Participant’s guardian or legal representative. Notwithstanding the foregoing,
with the Committee’s permission expressed in the Grant Agreement or otherwise, any Award may, in the Committee’s sole
discretion, be transferable by gift or domestic relations order to (i) the Participant’s child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, daughter-in-law, son-in-law,
brother-in-law or sister-in-law, including adoptive relationships (such persons, “Family Members”), (ii) a corporation,
partnership, limited liability company or other business entity which the Participant and/or Family Members wholly own, or (iii)
a trust in which the Participant and/or Family Members have all of the beneficial interests, and subsequent to any such transfer
any Award may be exercised by any such transferee.


 


13.Adjustments; Business Combinations


 


(a)Adjustments.  In the event
of a reclassification, recapitalization, stock split, reverse stock split, stock dividend, combination of shares or other similar
event, the maximum number and kind of shares reserved for issuance or with respect to which Awards may be granted under the Plan
as provided in Section 4 shall be adjusted to reflect such event, and the Committee shall make such adjustments as it deems appropriate
and equitable in the number, kind and price of shares covered by outstanding Awards made under the Plan, and in any other matters
that relate to Awards and that are affected by the changes in the shares referred to above.


 


(b)Change in Control. In the
event of any proposed Change in Control, the Committee shall take such action as it deems appropriate and equitable to effectuate
the purposes of this Plan and to protect the Participants, which action may include, without limitation, any one or more of the
following to the extent permitted by Section 409A of the Code (if applicable): (i) acceleration of vesting; (ii) acceleration or
change of the exercise and/or expiration dates of any Award to require that settlement be made, if at all, prior to the Change
in Control; (iii) cancellation of any Award upon payment to the holder in cash of the Fair Market Value of the Stock subject to
such Award as of the date of (and, to the extent applicable, as established for purposes of) the Change in Control, less the aggregate
exercise price, if any, of the Award; and (iv) in any case where equity securities of another entity are proposed to be delivered
in exchange for or with respect to Stock of the Company, arrangements to have such other entity replace the Awards granted hereunder
with awards with respect to such other securities, with appropriate adjustments in the number of shares subject to, and the exercise
prices under, the Award.


 



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(c)Dissolution and Liquidation.
In the event the Company dissolves and liquidates (other than pursuant to a plan of merger or reorganization), then, to the extent
permitted under Section 409A of the Code, each Participant shall have the right to exercise his or her vested, outstanding stock
options and Stock Appreciation Rights and to require payment in cash or registration in Participant’s name of the Stock (as
elected by the Committee), under any vested, outstanding Restricted Stock Unit Awards, at any time up to the effective date of
such liquidation and dissolution, upon which date all Awards under the Plan shall terminate.


 


(d)Other Adjustments. The Committee
is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual
or nonrecurring events (including, without limitation, the events described in the preceding paragraphs of this Section 13) affecting
the Company, or the financial statements of the Company or any Subsidiary, or of changes in applicable laws, regulations or accounting
principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement
of the benefits or potential benefits intended to be made available under the Plan.


 


Except as hereinbefore
expressly provided, issuance by the Company of stock of any class or securities convertible into stock of any class, for cash,
property, labor or services, upon direct sale, upon the exercise of rights or warranty to subscribe therefor, or upon conversion
of stock or obligations of the Company convertible into such stock or other securities, and in any case whether or not for fair
value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Stock subject
to Awards theretofore granted or the purchase price per share of Stock subject to Awards.


 


14.Termination and Amendment


 


(a)Amendment or Termination by the
Board.  The Board, without approval of the stockholders, may amend or terminate the Plan or any portion thereof at any time,
except that no amendment shall become effective without prior approval of the stockholders of the Company if stockholder approval
is required under the terms of the Plan or is necessary to comply with any tax or regulatory requirement or rule of any exchange
or national automated quotation system upon which the Stock is listed or quoted (including for this purpose stockholder approval
that is required for continued compliance with Rule 16b-3) or stockholder approval that is required to enable the Committee to
grant Incentive Stock Options pursuant to the Plan (if Incentive Stock Options are to be granted under the Plan).


 






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(b)Amendments by the Committee.
The Committee shall be authorized to make minor or administrative amendments to the Plan as well as amendments to the Plan that
may be dictated by requirements of U.S. federal or state laws applicable to the Company or that may be authorized or made desirable
by such laws. The Committee may amend any outstanding Award in any manner as provided in Section 3(c) and to the extent that the
Committee would have had the authority to make such Award as so amended.


 


(c)Approval of Participants. 
No amendment to the Plan or any Award may be made that would materially adversely affect any outstanding Award previously made
under the Plan without the approval of the Participant.


 


15.Non-Guarantee of Employment


 


Nothing in the Plan or
in any Grant Agreement thereunder shall confer any right on an employee to continue in the employ of the Company or any Subsidiary
or shall interfere in any way with the right of the Company or any Subsidiary to terminate an employee at any time.


 


16.Termination of Employment


 


For purposes of maintaining
a Participant’s continuous status as an employee and accrual of rights under any Award, transfer of an employee among the
Company and the Company’s Subsidiaries shall not be considered a termination of employment. Nor shall it be considered a
termination of employment for such purposes if an employee is placed on military or sick leave or such other leave of absence that
is considered as continuing intact the employment relationship; in such a case, the employment relationship shall be continued
until the date when an employee’s right to reemployment shall no longer be guaranteed either by law or contract. In the case
of non-employee directors or consultants, references in this Plan or an Award to “termination of employment” or other
similar terms shall be deemed to refer to a cessation of the service provider relationship.


 


17.Written Agreement


 


Each Grant Agreement entered
into between the Company and a Participant with respect to an Award granted under the Plan shall incorporate the terms of this
Plan and shall contain such provisions, consistent with the provisions of the Plan, as may be established by the Committee.


 



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18.Non-Uniform Determinations 


 


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


 


19.Limitation on Benefits


 


With respect to persons
subject to Section 16 of the Exchange Act, transactions under this Plan are intended to comply with all applicable conditions of
Rule 16b-3, except as otherwise provided in a Grant Agreement. To the extent any provision of the Plan or action by the Committee
fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee.


 


20.Compliance with Securities and Other Laws


 


(a)               
Any Stock certificates for shares issued pursuant to this Plan may bear a legend restricting transferability of the Stock
unless such shares are registered or an exemption from registration is available under the Securities Act and applicable securities
laws of the states of the U.S. The Company may notify its transfer agent to stop any transfer of Stock not made in compliance with
these restrictions. Stock shall not be issued with respect to an Award granted under the Plan unless the exercise of such Award
and the issuance and delivery of Stock certificates for such shares pursuant thereto shall comply with all relevant provisions
of law, including, without limitation, the Securities Act, the Exchange Act, the rules and regulations promulgated thereunder and
the requirements of any national securities exchange or Nasdaq System upon which the Stock may then be listed or quoted, and shall
be further subject to the approval of counsel for the Company with respect to such compliance to the extent such approval is sought
by the Committee.


 


(b)              
Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation
or stock exchange listing requirement, will be subject to such deductions and clawbacks as may be required to be made pursuant
to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any
such law, government regulation or stock exchange listing requirement, or otherwise).


 


21.No Trust or Fund Created 


 


Neither the Plan nor any
Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company
and a Participant or any other person. With respect to any transfer or payment not yet made to a Participant pursuant to an Award,
the obligation of the Company shall be interpreted solely as an unfunded contractual obligation to make such transfer or payment
in the manner and under the conditions prescribed under the written instrument evidencing the Award. Any shares of Stock or other
assets set aside with respect to an Award shall be subject to the claims of the Company’s general creditors, and no person
other than the Company shall, by virtue of an Award, have any interest in such shares or assets. In its sole discretion, the Committee
may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver Stock or make payments
with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the provisions
of this Section. In the case of a United States taxpayer, in no event shall any assets set aside (directly or indirectly) with
respect to an Award be located or transferred outside the United States.


 



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22.No Limit on Other Compensation Arrangements


 


Nothing contained in the
Plan shall prevent the Company or any Subsidiary from adopting or continuing in effect other compensation arrangements (whether
such arrangements be generally applicable or applicable only in specific cases), including without limitation the granting of stock
options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Unrestricted Stock, Performance Awards or Dividend
Equivalents, otherwise than under the Plan.


 


23.No Restriction of Corporate Action


 


Nothing contained in the
Plan shall be construed to limit or impair the power of the Company or any Subsidiary to make adjustments, reclassifications, reorganizations,
or changes in its capital or business structure, or to merge or consolidate, liquidate, sell or transfer all or any part of its
business or assets or, except as otherwise provided herein, or in a Grant Agreement, to take other actions which it deems to be
necessary or appropriate. No employee, beneficiary or other person shall have any claim against the Company or any Subsidiary as
a result of such action.


 


24.Construction; Governing Law 


 


The Plan is generally intended
to constitute an equity compensation plan that does not provide for the deferral of compensation subject to Section 409A of the
Code and, if any provision of the Plan is subject to more than one interpretation or construction, such ambiguity shall be resolved
in favor of that interpretation or construction which is consistent with the Plan not being subject to the provisions of Section
409A. To the extent any Awards under the Plan are subject to Section 409A, then no amount of “deferred compensation”
(within the meaning of Section 409A of the Code) shall be paid earlier than the earliest date permitted under Section 409A of the
Code. To the extent that an Award is subject to the provisions of Section 409A of the Code, the provisions of the Plan relating
to such Awards, including all distributions thereunder, are intended to comply with the provisions of Section 409A of the Code
and if any such provision is subject to more than one interpretation or construction, such ambiguity shall be resolved in favor
of the interpretation or construction which is consistent with the Plan complying with the provisions of Section 409A. To the extent
an amount subject to Section 409A is payable upon termination of employment, such payment shall be made only if the termination
of employment constitutes a Separation from Service. To the extent an amount referred to in the preceding sentence is payable to
a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), such payment shall be delayed
as set forth in such Code section. Any Award subject to Section 409A that is payable in installments shall be treated as a right
to receive a series of separate payments under Section 409A and the regulations promulgated thereunder.


 



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The validity, construction
and effect of the Plan, of Grant Agreements entered into pursuant to the Plan, and of any rules, regulations, determinations or
decisions made by the Board or Committee relating to the Plan or such Grant Agreements, and the rights of any and all persons having
or claiming to have any interest therein or thereunder, shall be determined in accordance with applicable federal laws and the
laws of the State of Maryland (without regard to its choice of law provisions), in a federal or state court located in the State
of Maryland. ALL PARTIES WAIVE THEIR RIGHT TO A JURY TRIAL WITH RESPECT TO MATTERS ARISING UNDER THE PLAN.


 


25.Plan Subject to Charter and Bylaws


 


This Plan is subject to
the Certificate of Incorporation and Bylaws of the Company, as they may be in effect from time to time.


 


26.Effective Date; Termination
Date


 


The Plan is effective as
of the date on which the Plan is approved by the Board. No Award shall be granted under the Plan after the close of business on
the day immediately preceding the tenth (10th) anniversary of the effective date of the Plan. Subject to other applicable
provisions of the Plan, all Awards made under the Plan prior to such termination of the Plan shall remain in effect until such
Awards have been satisfied or terminated in accordance with the Plan and the terms of such Awards.


 


27.Tax Consequences of Awards/Payments


 


The Company makes no representations
as to the tax consequences of any compensation or benefits provided hereunder (including, without limitation, under Section 409A
of the Code, if applicable). A Participant is solely responsible for any and all income, excise or other taxes imposed on the Participant
with respect to any and all compensation or other benefits provided to the Participant pursuant to an Award under the Plan. As
of the Effective Date, the Board is not contemplating seeking stockholder approval of the Plan, and as such, it is anticipated
that Awards under the Plan will not qualify as “performance based compensation” under Section 162(m) of the Code, and
that Incentive Stock Option treatment will not be available with respect to Awards under the Plan.


 



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Date Approved by the Board: February 16, 2015


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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