Exhibit 10.2


 


SERA PROGNOSTICS, INC.


 


2011 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY
INCENTIVE PLAN


(as amended March 21, 2016 and August 20,
2020)


 


		1.	DEFINITIONS.



 


Unless otherwise specified
or unless the context otherwise requires, the following terms, as used in this Sera Prognostics. Inc. 2011 Employee, Director and Consultant
Equity Incentive Plan, have the following meanings:


 


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


 


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


 


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


 


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


 


California
Participant means a Participant who resides in the State of California.


 


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


 


Change
of Control means the occurrence of any of the following events:


 


Merger/Sale
of Assets. (A) A merger or consolidation of the Company whether or not approved by the Board of Directors, 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 or the parent of such
corporation) more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent
of such corporation, as the case may be, outstanding immediately after such merger or consolidation; or (B) the sale or disposition
by the Company of all or substantially all of the Company’s assets in a transaction requiring stockholder approval. Change of Control
shall be interpreted, if applicable, in a manner, and limited to the extent necessary, so that it will not cause adverse tax consequences
under Section 409A.


 






     


     


    

 


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


 


Committee
means the committee of the Board of Directors to which the Board of Directors has delegated power to act under or pursuant to the provisions
of the Plan.


 


Common
Stock means shares of the Company’s common stock, $0.0001 par value per share.


 


Company
means Sera Prognostics, Inc., a Delaware corporation.


 


Consultant
means any natural person who is an advisor or consultant that provides bona fide services to the Company or its Affiliates, provided that
such services are not in connection with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly
promote or maintain a market for the Company’s or its Affiliates’ securities.


 


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


 


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


 


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


 


Fair
Market Value of a Share of Common Stock means:


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


Plan
means this Sera Prognostics, Inc. 2011 Employee, Director and Consultant Equity Incentive Plan.


 


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


 


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


 


Stock-Based
Award means a grant by the Company under the Plan of an equity award or an equity based award which is not an Option or a Stock
Grant.


 


Stock
Grant means a grant by the Company of Shares under the Plan.


 


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


 


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


 






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		2.	PURPOSES OF THE PLAN.



 


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


 


		3.	SHARES SUBJECT TO THE PLAN.



 


(a)            The
number of Shares which may be issued from time to time pursuant to this Plan shall be the sum of: (i) 6,190,130 shares of
Common Stock and (ii) any shares of Common Stock that are represented by awards granted under the Company’s 2008 Stock Incentive
Plan that are forfeited, expire or are cancelled without delivery of shares of Common Stock or which result in the forfeiture of shares
of Common Stock back to the Company on or after November 8, 2011, or the equivalent of such number of Shares after the Administrator,
in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction
in accordance with Paragraph 24 of this Plan; provided, however, that no more than 837 Shares shall be added to the Plan pursuant to subsection
(ii).


 


(b)            Notwithstanding
Subparagraph (a) above, on the first day of each fiscal year of the Company during the period beginning in fiscal year 2021, and
ending on the second day of fiscal year 2030, the number of Shares that may be issued from time to time pursuant to the Plan shall be
increased by an amount equal to the lesser of (i) 4% of the number of fully diluted shares of the Company’s Common Stock on
the immediately preceding December 31, and (ii) an amount determined by the Administrator. Notwithstanding the foregoing, the
maximum number of Shares that may be issued as ISOs under the Plan shall be fifty million (50,000,000).


 


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


 


		4.	ADMINISTRATION OF THE PLAN.



 


The Administrator of the Plan
will be the Board of Directors, except to the extent the Board of Directors delegates its authority to the Committee, in which case the
Committee shall be the Administrator. Subject to the provisions of the Plan, the Administrator is authorized to:


 






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


 


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


 


(c)            Determine
the number of Shares for which a Stock Right or Stock Rights shall be granted;


 


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


 


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


 


(f)            Buy
out for a payment in cash or Shares, a Stock Right previously granted and/or cancel any such Stock Right and grant in substitution therefor
other Stock Rights, covering the same or a different number of Shares and having an exercise price or purchase price per share which may
be lower or higher than the exercise price or purchase price of the cancelled Stock Right, based on such terms and conditions as the Administrator
shall establish and the Participant shall accept; and


 


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


 


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


 


To the extent permitted under
applicable law, the Board of Directors or the Committee may allocate all or any portion of its responsibilities and powers to any one
or more of its members and may delegate all or any portion of its responsibilities and powers to any other person selected by it. The
Board of Directors or the Committee may revoke any such allocation or delegation at any time.


 






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		5.	ELIGIBILITY FOR PARTICIPATION.



 


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


 


		6.	TERMS AND CONDITIONS OF OPTIONS.



 


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


 


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


 


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



 


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



 


		(iii)	Option Periods: Each Option Agreement shall state the date or dates on which it first is exercisable
and the date after which it may no longer be exercised, and may provide that the Option rights accrue or become exercisable in installments
over a period of months or years, or upon the occurrence of certain conditions or the attainment of stated goals or events. For California
Participants, the exercise period of the Option set forth in the Option Agreement shall not be more than 120 months from the date of grant.



 






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



 


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



 


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



 


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



 


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


 


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



 


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



 


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



 


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







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



 


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



 


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



 


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



 


		7.	TERMS AND CONDITIONS OF STOCK GRANTS.



 


Each Stock Grant to a Participant
shall state the principal terms in an Agreement duly executed by the Company and, to the extent required by law or requested by the Company,
by the Participant. For California Participants, each Stock Grant shall be issued within ten (10) years from the earlier of the date
the Plan is adopted or approved by the Company’s shareholders. The Agreement shall be in a form approved by the Administrator and
shall contain terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject
to the following minimum standards:


 


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


 


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


 


(c)            Each
Agreement shall include the terms of any right of the Company to restrict or reacquire the Shares subject to the Stock Grant, including
the time and events upon which such rights shall accrue and the purchase price therefor, if any.


 


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



 


The Administrator shall have
the right to grant other Stock-Based Awards based upon the Common Stock having such terms and conditions as the Administrator may determine,
including, without limitation, the grant of Shares based upon certain conditions, the grant of securities convertible into Shares and
the grant of stock appreciation rights, phantom stock awards or stock units. The principal terms of each Stock-Based Award shall be set
forth in an Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant.
The Agreement shall be in a form approved by the Administrator and shall contain terms and conditions which the Administrator determines
to be appropriate and in the best interest of the Company.


 






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


 


		9.	EXERCISE OF OPTIONS AND ISSUE OF SHARES.



 


An Option (or any part or
installment thereof) shall be exercised by giving written notice to the Company or its designee (in a form acceptable to the Administrator,
which may include electronic notice), together with provision for payment of the aggregate exercise price in accordance with this Paragraph
for the Shares as to which the Option is being exercised, and upon compliance with any other condition(s) set forth in the Option
Agreement. Such notice shall be signed by the person exercising the Option (which signature may be provided electronically in a form acceptable
to the Administrator), shall state the number of Shares with respect to which the Option is being exercised and shall contain any representation
required by the Plan or the Option Agreement. Payment of the exercise price for the Shares as to which such Option is being exercised
shall be made (a) in United States dollars in cash or by check, or (b) at the discretion of the Administrator, through delivery
of shares of Common Stock held for at least six months (if required to avoid negative accounting treatment) having a Fair Market Value
equal as of the date of the exercise to the aggregate cash exercise price for the number of Shares as to which the Option is being exercised,
or (c) at the discretion of the Administrator, by having the Company retain from the Shares otherwise issuable upon exercise of the
Option, a number of Shares having a Fair Market Value equal as of the date of exercise to the aggregate exercise price for the number
of Shares as to which the Option is being exercised, or (d) at the discretion of the Administrator (after consideration of applicable
securities, tax and accounting implications), by delivery of the grantee’s personal recourse note bearing interest payable not less
than annually at no less than 100% of the applicable Federal rate, as defined in Section 1274(d) of the Code, or (e) at
the discretion of the Administrator, in accordance with a cashless exercise program established with a securities brokerage firm, and
approved by the Administrator, or (f) at the discretion of the Administrator, by any combination of (a), (b), (c), (d) and (e) above
or (g) at the discretion of the Administrator, by payment of such other lawful consideration as the Administrator may determine.
Notwithstanding the foregoing, the Administrator shall accept only such payment on exercise of an ISO as is permitted by Section 422
of the Code.


 


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


 






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



 


Any Stock Grant or Stock-Based
Award requiring payment of a purchase price for the Shares as to which such Stock Grant or Stock-Based Award is being granted shall be
made (a) in United States dollars in cash or by check, or (b) at the discretion of the Administrator, through delivery of shares
of Common Stock held for at least six months (if required to avoid negative accounting treatment) and having a Fair Market Value equal
as of the date of payment to the purchase price of the Stock Grant or Stock-Based Award, or (c) at the discretion of the Administrator
(after consideration of applicable securities, tax and accounting implications), by delivery of the grantee’s personal recourse
note bearing interest payable not less than annually at no less than 100% of the applicable Federal rate, as defined in Section 1274(d) of
the Code, or (d) at the discretion of the Administrator, by any combination of (a), (b) and (c) above; or (e) at the
discretion of the Administrator, by payment of such other lawful consideration as the Administrator may determine.


 


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


 


		11.	RIGHTS AS A SHAREHOLDER.



 


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


 


		12.	ASSIGNABILITY AND TRANSFERABILITY OF STOCK RIGHTS.



 


By its terms, a Stock Right
granted to a Participant shall not be transferable by the Participant other than (i) by will or by the laws of descent and distribution,
or (ii) as approved by the Administrator in its discretion and set forth in the applicable Agreement provided that no Stock Right
may be transferred by a Participant for value. For California Participants, Stock Rights shall not be transferable by the Participant
other than by will or by the laws of descent and distribution, to a revocable trust, or as permitted by Rule 701 of the Securities
Act. Notwithstanding the foregoing, an ISO transferred except in compliance with clause (i) above shall no longer qualify as an ISO.
The designation of a beneficiary of a Stock Right by a Participant, with the prior approval of the Administrator and in such form as the
Administrator shall prescribe, shall not be deemed a transfer prohibited by this Paragraph. Except as provided above during the Participant’s
lifetime a Stock Right shall only be exercisable by or issued to such Participant (or his or her legal representative) and shall not be
assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment
or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of any Stock Right or of any rights
granted thereunder contrary to the provisions of this Plan, or the levy of any attachment or similar process upon a Stock Right, shall
be null and void.


 






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



 


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


 


(a)            A
Participant who ceases to be an Employee, director or Consultant of the Company or of an Affiliate (for any reason other than termination
for Cause, Disability, or death for which events there are special rules in Paragraphs 14, 15, and 16, respectively), may exercise
any Option granted to him or her to the extent that the Option is exercisable on the date of such termination of service, but only within
such term as the Administrator has designated in a Participant’s Option Agreement.


 


(b)            Except
as provided in Subparagraph (c) below, or Paragraph 15 or 16, in no event may an Option intended to be an ISO, be exercised later
than three months after the Participant’s termination of employment. For Options granted to California Participants, an Option must
be exercisable for at least thirty (30) days from the date of a Participant’s termination of employment.


 


(c)            The
provisions of this Paragraph, and not the provisions of Paragraph 15 or 16, shall apply to a Participant who subsequently becomes Disabled
or dies after the termination of employment, director status or consultancy; provided, however, in the case of a Participant’s Disability
or death within three months after the termination of employment, director status or consultancy, the Participant or the Participant’s
Survivors may exercise the Option within one year after the date of the Participant’s termination of service, but in no event after
the date of expiration of the term of the Option.


 


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


 






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


 


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


 


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



 


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


 


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


 


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


 


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



 


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


 


(a)            A
Participant who ceases to be an Employee, director or Consultant of the Company or of an Affiliate by reason of Disability may exercise
any Option granted to such Participant:


 






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		(i)	To the extent that the Option has become exercisable but has not been exercised on the date of the Participant’s
termination of service due to Disability; and



 


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



 


(b)            A
Disabled Participant may exercise the Option only within the period ending one year after the date of the Participant’s termination
of service due to Disability, notwithstanding that the Participant might have been able to exercise the Option as to some or all of the
Shares on a later date if the Participant had not been terminated due to Disability and had continued to be an Employee, director or Consultant
or, if earlier, within the originally prescribed term of the Option. For Options granted to California Participants, a Participant may
exercise such rights for at least six (6) months from the date of termination of service due to Disability.


 


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


 


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



 


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


 


(a)            In
the event of the death of a Participant while the Participant is an Employee, director or Consultant of the Company or of an Affiliate,
such Option may be exercised by the Participant’s Survivors:


 


		(i)	To the extent that the Option has become exercisable but has not been exercised on the date of death;
and



 


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



 


(b)            If
the Participant’s Survivors wish to exercise the Option, they must take all necessary steps to exercise the Option within one year
after the date of death of such Participant, notwithstanding that the decedent might have been able to exercise the Option as to some
or all of the Shares on a later date if he or she had not died and had continued to be an Employee, director or Consultant or, if earlier,
within the originally prescribed term of the Option. For Options granted to California Participants, the Participant’s Survivors
must be allowed to take all necessary steps to exercise the Option for at least six (6) months from the date of death of such Participant.


 






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



 


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


 


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


 


In addition, for purposes
of this Paragraph 17 and Paragraph 18 below, any change of employment or other service within or among the Company and any Affiliates
shall not be treated as a termination of employment, director status or consultancy so long as the Participant continues to be an Employee,
director or Consultant of the Company or any Affiliate.


 


		18.	EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE OTHER THAN
FOR CAUSE OR DEATH OR DISABILITY.



 


Except as otherwise provided
in a Participant’s Stock Grant Agreement, in the event of a termination of service (whether as an Employee, director or Consultant),
other than termination for Cause, Disability, or death for which events there are special rules in Paragraphs 19, 20, and 21, respectively,
before all forfeiture provisions or Company rights of repurchase shall have lapsed, then the Company shall have the right to cancel or
repurchase that number of Shares subject to a Stock Grant as to which the Company’s forfeiture or repurchase rights have not lapsed.


 


		19.	EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE FOR CAUSE.



 


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


 






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


 


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


 


		20.	EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE FOR DISABILITY.



 


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


 


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


 


		21.	EFFECT ON STOCK GRANTS OF DEATH WHILE AN EMPLOYEE, DIRECTOR
OR CONSULTANT.



 


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


 






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		22.	PURCHASE FOR INVESTMENT.



 


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


 


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


 


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


 


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


 


		23.	DISSOLUTION OR LIQUIDATION OF THE COMPANY.



 


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


 


		24.	ADJUSTMENTS.



 


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


 






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(a)            Stock
Dividends and Stock Splits. If (i) the shares of Common Stock shall be subdivided or combined into a greater or smaller number
of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, or (ii) additional
shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares
of Common Stock, each Stock Right and the number of shares of Common Stock deliverable thereunder shall be appropriately increased or
decreased proportionately, and appropriate adjustments shall be made including, in the exercise or purchase price per share, to reflect
such events. The number of Shares subject to the limitations in Paragraph 3(a) shall also be proportionately adjusted upon the occurrence
of such events.


 


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


 


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


 






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In taking any of the actions
permitted under this Paragraph 24(b), the Administrator shall not be obligated by the Plan to treat all Stock Rights, all Stock Rights
held by a Participant, or all Stock Rights of the same type, identically.


 


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


 


(d)            Adjustments
to Stock-Based Awards. Upon the happening of any of the events described in Subparagraphs (a), (b) or (c) above, any outstanding
Stock-Based Award shall be appropriately adjusted to reflect the events described in such Subparagraphs. The Administrator or the Successor
Board shall determine the specific adjustments to be made under this Paragraph 24, including, but not limited to the effect of any, Corporate
Transaction and, subject to Paragraph 4, its determination shall be conclusive.


 


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


 


		25.	ISSUANCES OF SECURITIES.



 


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


 






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		26.	FRACTIONAL SHARES.



 


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


 


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



 


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


 


		28.	WITHHOLDING.



 


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


 


		29.	NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.



 


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


 






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		30.	TERMINATION OF THE PLAN.



 


The
Plan will terminate on November 8, 2021, the date which is ten years from the earlier of the date of its adoption by the Board
of Directors and the date of its approval by the shareholders of the Company. The Plan may be terminated at an earlier date by vote of
the shareholders or the Board of Directors of the Company; provided, however, that any such earlier termination shall not affect any Agreements
executed prior to the effective date of such termination. Termination of the Plan shall not affect any Stock Rights theretofore
granted.


 


		31.	AMENDMENT OF THE PLAN AND AGREEMENTS.



 


The Plan may be amended by
the shareholders of the Company. The Plan may also be amended by the Administrator, including, without limitation, to the extent necessary
to qualify any or all outstanding Stock Rights granted under the Plan or Stock Rights to be granted under the Plan for favorable federal
income tax treatment as may be afforded incentive stock options under Section 422 of the Code (including deferral of taxation upon
exercise), and to the extent necessary to qualify the Shares issuable under the Plan for listing on any national securities exchange or
quotation in any national automated quotation system of securities dealers. Any amendment approved by the Administrator which the Administrator
determines is of a scope that requires shareholder approval shall be subject to obtaining such shareholder approval. Any modification
or amendment of the Plan shall not, without the consent of a Participant, adversely affect his or her rights under a Stock Right previously
granted to him or her. With the consent of the Participant affected, the Administrator may amend outstanding Agreements in a manner which
may be adverse to the Participant but which is not inconsistent with the Plan. In the discretion of the Administrator, outstanding Agreements
may be amended by the Administrator in a manner which is not adverse to the Participant.


 


		32.	EMPLOYMENT OR OTHER RELATIONSHIP.



 


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


 


		33.	GOVERNING LAW.



 


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


 






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