Exhibit 10.1


 





COMSOVEREIGN HOLDING CORP.


 


 


2020 LONG-TERM INCENTIVE PLAN


 


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1.           
Purpose. The purpose of the COMSovereign Holding Corp. 2020 Long-Term Incentive Plan (the “Plan”)
is to further and promote the interests of COMSovereign Holding Corp. (the “Company”), its Subsidiaries and
its stockholders by enabling the Company and its Subsidiaries to attract, retain and motivate employees, directors and consultants,
or those who will become employees, directors or consultants, and to align the interests of those individuals and the Company’s
stockholders. To do this, the Plan offers performance-based incentive awards and equity-based opportunities providing such employees,
directors and consultants with a proprietary interest in maximizing the growth, profitability and overall success of the Company
and its Subsidiaries.


2.           
Definitions. For purposes of the Plan, the following terms shall have the meanings set forth below:


2.1              
“Award” means an award or grant made to a Participant under Sections 6, 7, 8 and/or 9 of the
Plan.


2.2              
“Award Agreement” means the agreement executed by a Participant pursuant to Sections 3.2 and
15.7 of the Plan in connection with the granting of an Award.


2.3              
“Board” means the Board of Directors of the Company, as constituted from time to time.


2.4              
“Code” means the Internal Revenue Code of 1986, as in effect and as amended from time to time,
or any successor statute thereto, together with any rules, regulations and interpretations promulgated thereunder or with respect
thereto.


2.5              
“Committee” means the Compensation Committee of the Board (or such other committee of the
Board as may be established to administer the Plan, as described in Section 3 of the Plan), or if no such committee has been appointed
or established, the Board.


2.6              
“Common Stock” means the Common Stock, par value $0.001 per share, of the Company, or any
security of the Company issued by the Company in substitution or exchange therefor.


2.7              
“Company” means COMSovereign Holding Corp., a Nevada corporation, or any successor entity
to COMSovereign Holding Corp.


2.8              
“Exchange Act” means the Securities Exchange Act of 1934, as in effect and as amended from
time to time, or any successor statute thereto, together with any rules, regulations and interpretations promulgated thereunder
or with respect thereto.


2.9              
“Fair Market Value” means on, or with respect to, any given date(s), the average of the highest
and lowest market prices of the Common Stock, as reported on a public exchange for such date(s) or, if the Common Stock was not
traded on such date(s), on the next preceding day or days on which the Common Stock was traded. If at any time the Common Stock
is not traded on an exchange, the Fair Market Value of a share of the Common Stock shall be determined in good faith by the Board
and such determination shall be conclusive and binding on all persons.






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2.10          
“Incentive Stock Option” means any stock option granted pursuant to the provisions of Section
6 of the Plan (and the relevant Award Agreement) that is intended to be (and is specifically designated as) an “incentive
stock option” within the meaning of Section 422 of the Code.


2.11          
“Non-Employee Director” means a director serving on the Board who is a “non-employee
director” within the meaning of SEC Rule 16b-3(b)(3).


2.12          
“Non-Qualified Stock Option” means any stock option granted pursuant to the provisions of
Section 6 of the Plan (and the relevant Award Agreement) that is not (and is specifically designated as not being) an Incentive
Stock Option.


2.13          
“Participant” means any individual who is selected from time to time under Section 5
to receive an Award under the Plan.


2.14          
“Performance Units” means the monetary units granted under Section 9 of the Plan and the relevant
Award Agreement.


2.15          
“Plan” means the COMSovereign Holding Corp. 2020 Long-Term Incentive Plan, as set forth herein
and as in effect and as amended from time to time (together with any rules and regulations promulgated by the Committee with respect
thereto).


2.16          
“Restricted Shares” means the restricted shares of Common Stock granted pursuant to the provisions
of Section 8 of the Plan and the relevant Award Agreement.


2.17          
“Stock Appreciation Right” means an Award described in Section 7.2 of the Plan and granted
pursuant to the provisions of Section 7 of the Plan.


2.18          
“Subsidiary(ies)” means any corporation (other than the Company), trust, partnership or limited
liability company in an unbroken chain of entities, including and beginning with the Company, if each of such entities, other than
the last entity in the unbroken chain, owns, directly or indirectly, more than fifty percent (50%) of the voting shares, partnership,
beneficial or membership interests in one of the other entities in such chain.


3.            
Administration.


3.1              
The Committee. The Plan shall be administered by the Committee. Subject to the last sentence of
this Section 3.1, the Committee shall be appointed from time to time by the Board and shall be comprised of not less than two (2)
of the then members of the Board who are Non-Employee Directors. Consistent with the Bylaws of the Company, members of the Committee
shall serve at the pleasure of the Board and the Board, subject to the immediately preceding sentence, may at any time and from
time to time remove members from, or add members to, the Committee. In the event that the Board has not appointed the Committee,
then the Board shall have all the powers of the Committee under the Plan.






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3.2              
Plan Administration and Plan Rules. The Committee is authorized to construe and interpret the Plan
and to promulgate, amend and rescind rules and regulations relating to the implementation, administration and maintenance of the
Plan. Subject to the terms and conditions of the Plan, the Committee shall make all determinations necessary or advisable for the
implementation, administration and maintenance of the Plan including, without limitation, (a) selecting the Plan’s Participants,
(b) making Awards in such amounts and form as the Committee shall determine, (c) imposing such restrictions, terms and conditions
upon such Awards as the Committee shall deem appropriate, and (d) correcting any technical defect(s) or technical omission(s),
or reconciling any technical inconsistency(ies), in the Plan and/or any Award Agreement. The Committee may designate persons other
than members of the Committee to carry out the day-to-day ministerial administration of the Plan under such conditions and limitations
as it may prescribe, except that the Committee shall not delegate its authority with regard to the selection for participation
in the Plan and/or the granting of any Awards to Participants. The Committee’s determinations under the Plan need not be
uniform and may be made selectively among Participants, whether or not such Participants are similarly situated. Any determination,
decision or action of the Committee in connection with the construction, interpretation, administration, implementation or maintenance
of the Plan shall be final, conclusive and binding upon all Participants and any person(s) claiming under or through any Participants.
The Company shall effect the granting of Awards under the Plan, in accordance with the determinations made by the Committee, by
execution of written agreements and/or other instruments in such form as is approved by the Committee. The Committee may, in its
sole discretion, delegate its authority to one or more senior executive officers for the purpose of making Awards to Participants
who are not subject to Section 16 of the Exchange Act.


3.3              
Liability Limitation. Neither the Board nor the Committee, nor any member of either, shall be liable
for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan (or any Award
Agreement), and the members of the Board and the Committee shall be entitled to indemnification and reimbursement by the Company
in respect of any claim, loss, damage or expense (including, without limitation, attorneys’ fees) arising or resulting therefrom
to the fullest extent permitted by law and/or under any directors and officers liability insurance coverage which may be in effect
from time to time.


4.           
Term of Plan/Common Stock Subject to Plan.


4.1              
Term. Unless terminated earlier by the Board, the Plan shall terminate on May 1, 2030, except with
respect to Awards then outstanding. After such date no further Awards shall be granted under the Plan.


4.2              
Common Stock. The maximum number of shares of Common Stock in respect of which Awards may be granted
or paid out under the Plan, subject to adjustment as provided in Section 13.2 of the Plan, shall not exceed ten million (10,000,000)
shares; all of which may be issued pursuant to the exercise of Incentive Stock Options. In the event of a change in the Common
Stock of the Company that is limited to a change in the designation thereof to “Capital Stock” or other similar designation,
or to a change in the par value thereof, or from par value to no par value, without increase or decrease in the number of issued
shares, the shares resulting from any such change shall be deemed to be the Common Stock for purposes of the Plan. Common Stock
which may be issued under the Plan may be either authorized and unissued shares or issued shares which have been reacquired by
the Company (in the open-market or in private transactions) and which are being held as treasury shares. No fractional shares of
Common Stock shall be issued under the Plan.


4.3              
Computation of Available Shares. For the purpose of computing the total number of shares of Common
Stock available for Awards under the Plan, there shall be counted against the limitations set forth in Section 4.2 of the Plan
the maximum number of shares of Common Stock potentially subject to issuance upon exercise or settlement of Awards granted under
Sections 6 and 7 of the Plan, the number of shares of Common Stock issued under grants of Restricted Shares pursuant to Section
8 of the Plan and the maximum number of shares of Common Stock potentially issuable under grants or payments of Performance Units
pursuant to Section 9 of the Plan, in each case determined as of the date on which such Awards are granted. If any Awards expire
unexercised or are forfeited, surrendered, cancelled, terminated or settled in cash in lieu of Common Stock, the shares of Common
Stock which were theretofore subject (or potentially subject) to such Awards shall again be available for Awards under the Plan
to the extent of such expiration, forfeiture, surrender, cancellation, termination or settlement of such Awards.






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5.          
Eligibility. Individuals eligible for Awards under the Plan shall consist of employees, directors
and consultants, or those who will become employees, directors or consultants, of the Company and/or its Subsidiaries whose performance
or contribution, in the sole discretion of the Committee, benefits or will benefit the Company or any Subsidiary. Notwithstanding
the above, Incentive Stock Options may only be granted to employees of the Company.


6.           
Stock Options.


6.1              
Terms and Conditions. Stock options granted under the Plan shall be in respect of Common Stock
and may be in the form of Incentive Stock Options or Non-Qualified Stock Options (sometimes referred to collectively herein as
the “Stock Option(s)”). All Stock Options shall be separately designated Incentive Stock Options or Non-Qualified Stock
Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for shares
of Common Stock purchased on exercise of each type of Option. Notwithstanding the foregoing, the Company shall have no
liability to any Participant or any other person if a Stock Option designated as an Incentive Stock Option fails to qualify as
such at any time or if a Stock Option is determined to constitute "nonqualified deferred compensation" within the meaning
of Section 409A of the Code and the terms of such Stock Option do not satisfy the requirements of Section 409A of the Code. Such
Stock Options shall be subject to the terms and conditions set forth in this Section 6 and any additional terms and conditions,
not inconsistent with the express terms and provisions of the Plan, as the Committee shall set forth in the relevant Award Agreement.


6.2              
Grant. Stock Options may be granted under the Plan in such form as the Committee may from time
to time approve. Stock Options may be granted alone or in addition to other Awards under the Plan or in tandem with Stock Appreciation
Rights. Special provisions shall apply to Incentive Stock Options granted to any employee who owns (within the meaning of Section
422(b)(6) of the Code) more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or
its parent corporation or any subsidiary of the Company, within the meaning of Sections 424(e) and (f) of the Code (a “10%
Stockholder”).


6.3              
Exercise Price. The exercise price per share of Common Stock subject to a Stock Option shall be
determined by the Committee; provided, however, that the exercise price of a Stock Option shall not be less than
one hundred percent (100%) of the Fair Market Value of the Common Stock on the date of the grant of such Stock Option; provided,
further, however, that, in the case of a 10% Stockholder, the exercise price of an Incentive Stock Option shall not
be less than one hundred ten percent (110%) of the Fair Market Value of the Common Stock on the date of grant. This Section 6.3
shall not apply to a Stock Option granted pursuant to the assumption of, or substitution for, another security in a manner that
complies with section 424(a) of the Code (whether or not the Stock Option is an Incentive Stock Option).


6.4              
Term. The term of each Stock Option shall be such period of time as is fixed by the Committee;
provided, however, that the term of any Incentive Stock Option shall not exceed ten (10) years (five (5) years, in
the case of a 10% Stockholder) after the date immediately preceding the date on which the Incentive Stock Option is granted.


6.5              
Method of Exercise. A Stock Option may be exercised, in whole or in part, by giving written notice
of exercise to the Secretary of the Company, or the Secretary’s designee, specifying the number of shares to be purchased.
Such notice shall be accompanied by payment in full of the exercise price (and applicable tax withholding) in cash, by certified
check, bank draft, or money order payable to the order of the Company, or, if permitted by the Committee in its sole discretion,
by delivery of shares of Common Stock satisfying such requirements as the Committee shall establish, or through such other mechanism
as the Committee shall permit, in its sole discretion. Payment instruments shall be received by the Company subject to collection.
The proceeds received by the Company upon exercise of any Stock Option may be used by the Company for general corporate purposes.
Any portion of a Stock Option that is exercised may not be exercised again.






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6.6              
Tandem Grants. If Non-Qualified Stock Options and Stock Appreciation Rights are granted in tandem,
as designated in the relevant Award Agreements, the right of a Participant to exercise any such tandem Stock Option shall terminate
to the extent that the shares of Common Stock subject to such Stock Option are used to calculate amounts or shares receivable upon
the exercise of the related tandem Stock Appreciation Right.


6.7              
Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value
(determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time
by any Participant during any calendar year (under all plans of the Company and its affiliates) exceeds $100,000,
the Stock Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated
as Non-Qualified Stock Options.


7.           
Stock Appreciation Rights.


7.1              
Terms and Conditions. The grant of Stock Appreciation Rights under the Plan shall be subject to
the terms and conditions set forth in this Section 7 and any additional terms and conditions, not inconsistent with the express
terms and provisions of the Plan, as the Committee shall set forth in the relevant Award Agreement.


7.2              
Stock Appreciation Rights. A Stock Appreciation Right is an Award granted with respect to a specified
number of shares of Common Stock entitling a Participant to receive an amount equal to the excess of the Fair Market Value of a
share of Common Stock on the date of exercise over the Fair Market Value of a share of Common Stock on the date of grant of the
Stock Appreciation Right, multiplied by the number of shares of Common Stock with respect to which the Stock Appreciation Right
shall have been exercised.


7.3              
Grant. A Stock Appreciation Right may be granted in addition to any other Award under the Plan
or in tandem with or independent of a Non-Qualified Stock Option.


7.4              
Date of Exercisability. In respect of any Stock Appreciation Right granted under the Plan, unless
otherwise (a) determined by the Committee (in its sole discretion) at any time and from time to time in respect of any such Stock
Appreciation Right, or (b) provided in the Award Agreement, a Stock Appreciation Right may be exercised by a Participant, in accordance
with and subject to all of the procedures established by the Committee, in whole or in part at any time and from time to time during
its specified term. The Committee may also provide, as set forth in the relevant Award Agreement and without limitation, that some
Stock Appreciation Rights shall be automatically exercised and settled on one or more fixed dates specified therein by the Committee.


7.5              
Form of Payment. Upon exercise of a Stock Appreciation Right, payment may be made in cash, in Restricted
Shares or in shares of unrestricted Common Stock, or in any combination thereof, as the Committee, in its sole discretion, shall
determine and provide in the relevant Award Agreement.


7.6              
Tandem Grant. The right of a Participant to exercise a tandem Stock Appreciation Right shall terminate
to the extent such Participant exercises the Non-Qualified Stock Option to which such Stock Appreciation Right is related.






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8.            
Restricted Shares.


8.1              
Terms and Conditions. Grants of Restricted Shares shall be subject to the terms and conditions
set forth in this Section 8 and any additional terms and conditions, not inconsistent with the express terms and provisions of
the Plan, as the Committee shall set forth in the relevant Award Agreement. Restricted Shares may be granted alone or in addition
to any other Awards under the Plan. Subject to the terms of the Plan, the Committee shall determine the number of Restricted Shares
to be granted to a Participant and the Committee may provide or impose different terms and conditions on any particular Restricted
Share grant made to any Participant. With respect to each Participant receiving an Award of Restricted Shares, there shall be issued
a stock certificate (or certificates) in respect of such Restricted Shares. Such stock certificate(s) shall be registered in the
name of such Participant, shall be accompanied by a stock power duly executed by such Participant, and shall bear, among other
required legends, the following legend:


“The transferability
of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including, without limitation,
forfeiture events) contained in the COMSovereign Holding Corp. 2020 Long-Term Incentive Plan and an Award Agreement entered into
between the registered owner hereof and COMSovereign Holding Corp. Copies of such Plan and Award Agreement are on file in the office
of the Secretary of COMSovereign Holding Corp. COMSovereign Holding Corp. will furnish to the recordholder of the certificate,
without charge and upon written request at its principal place of business, a copy of such Plan and Award Agreement. COMSovereign
Holding Corp. reserves the right to refuse to record the transfer of this certificate until all such restrictions are satisfied,
all such terms are complied with and all such conditions are satisfied.”


Such stock certificate evidencing such
shares shall, in the sole discretion of the Committee, be deposited with and held in custody by the Company until the restrictions
thereon shall have lapsed and all of the terms and conditions applicable to such grant shall have been satisfied.


8.2              
Restricted Share Grants. A grant of Restricted Shares is an Award of shares of Common Stock granted
to a Participant, subject to such restrictions, terms and conditions as the Committee deems appropriate, including, without limitation,
(a) restrictions on the sale, assignment, transfer, hypothecation or other disposition of such shares, (b) the requirement that
the Participant deposit such shares with the Company while such shares are subject to such restrictions, and (c) the requirement
that such shares be forfeited upon termination of employment or service with the Company for any reason or for specified reasons
within a specified period of time or for other reasons (including, without limitation, the failure to achieve designated performance
goals).


8.3              
Restriction Period. In accordance with Sections 8.1 and 8.2 of the Plan and unless otherwise determined
by the Committee (in its sole discretion) at any time and from time to time, Restricted Shares shall only become unrestricted and
vested in the Participant in accordance with such vesting schedule relating to such Restricted Shares, if any, as the Committee
may establish in the relevant Award Agreement (the “Restriction Period”). During the Restriction Period, such
stock shall be and remain unvested and a Participant may not sell, assign, transfer, pledge, encumber or otherwise dispose of or
hypothecate such Award. Upon satisfaction of the vesting schedule and any other applicable restrictions, terms and conditions,
the Participant shall be entitled to receive payment of the Restricted Shares or a portion thereof, as the case may be, as provided
in Section 8.4 of the Plan.






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8.4              
Payment of Restricted Share Grants. After the satisfaction and/or lapse of the restrictions, terms
and conditions established by the Committee in respect of a grant of Restricted Shares, a new certificate, without the legend set
forth in Section 8.1 of the Plan, for the number of shares of Common Stock which are no longer subject to such restrictions, terms
and conditions shall, as soon as practicable thereafter, be delivered to the Participant, provided that the removal of such legend
is permitted by applicable federal and state securities laws.


8.5              
Stockholder Rights. A Participant shall have, with respect to the shares of Common Stock underlying
a grant of Restricted Shares, all of the rights of a stockholder of such stock (except as such rights are limited or restricted
under the Plan or in the relevant Award Agreement). Any stock dividends paid in respect of unvested Restricted Shares shall be
treated as additional Restricted Shares and shall be subject to the same restrictions and other terms and conditions that apply
to the unvested Restricted Shares in respect of which such stock dividends are issued.


9.           
 Performance Units.


9.1              
Terms and Conditions. Performance Units shall be subject to the terms and conditions set forth
in this Section 9 and any additional terms and conditions, not inconsistent with the express provisions of the Plan, as the Committee
shall set forth in the relevant Award Agreement.


9.2              
Performance Unit Grants. A Performance Unit is an Award of units (with each unit representing such
monetary amount as is designated by the Committee in the Award Agreement) granted to a Participant, subject to such terms and conditions
as the Committee deems appropriate, including, without limitation, the requirement that the Participant forfeit such units (or
a portion thereof) in the event certain performance criteria or other conditions are not met within a designated period of time.


9.3              
Grants. Performance Units may be granted alone or in addition to any other Awards under the Plan.
Subject to the terms of the Plan, the Committee shall determine the number of Performance Units to be granted to a Participant
and the Committee may impose different terms and conditions on any particular Performance Units granted to any Participant.


9.4              
Performance Goals and Performance Periods. Participants receiving a grant of Performance Units
shall only earn into and be entitled to payment in respect of such Awards if the Company and/or the Participant achieves certain
performance goals (the “Performance Goals”) during and in respect of a designated performance period (the “Performance
Period”). The Performance Goals and the Performance Period shall be established by the Committee, in its sole discretion.
The Committee shall establish Performance Goals for each Performance Period prior to, or as soon as practicable after, the commencement
of such Performance Period. The Committee shall also establish a schedule or schedules for Performance Units setting forth the
portion of the Award which will be earned or forfeited based on the degree of achievement, or lack thereof, of the Performance
Goals at the end of the relevant Performance Period. In setting Performance Goals, the Committee may use, but shall not be limited
to, such measures as total stockholder return, return on equity, net earnings growth, sales or revenue growth, cash flow, comparisons
to peer companies, individual or aggregate Participant performance or such other measure or measures of performance as the Committee,
in its sole discretion, may deem appropriate. Such performance measures shall be defined as to their respective components and
meaning by the Committee (in its sole discretion). During any Performance Period, the Committee shall have the authority to adjust
the Performance Goals and/or the Performance Period in such manner as the Committee, in its sole discretion, deems appropriate
at any time and from time to time.


9.5              
Payment of Units. With respect to each Performance Unit, the Participant shall, if the applicable
Performance Goals have been achieved, or partially achieved, as determined by the Committee in its sole discretion, by the Company
and/or the Participant during the relevant Performance Period, be entitled to receive payment in an amount equal to the designated
value of each Performance Unit times the number of such units so earned. Payment in settlement of earned Performance Units shall
be made as soon as practicable following the conclusion of the respective Performance Period in cash, in unrestricted Common Stock,
or in Restricted Shares, or in any combination thereof, as the Committee, in its sole discretion, shall determine and provide in
the relevant Award Agreement.






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10.        
 Other Provisions.


10.1          
Performance-Based Awards. Performance Units, Restricted Shares, and other Awards subject to performance
criteria shall be paid solely on account of the attainment of one or more pre-established performance goals. Until otherwise determined
by the Committee, the performance goals shall be the attainment of pre-established levels of any of net income, market price per
share, earnings per share, return on equity, return on capital employed and/or cash flow, regulatory approval of products, strategic
alliances and joint ventures and patent issuances.


 


11.        
Dividend Equivalents. In addition to the provisions of Section 8.5 of the Plan, Awards of Stock
Options, and/or Stock Appreciation Rights, may, in the sole discretion of the Committee and if provided for in the relevant Award
Agreement, earn dividend equivalents. In respect of any such Award which is outstanding on a dividend record date for Common Stock,
the Participant shall be credited with an amount equal to the amount of cash or stock dividends that would have been paid on the
shares of Common Stock covered by such Award had such covered shares been issued and outstanding on such dividend record date.
The Committee shall establish such rules and procedures governing the crediting of such dividend equivalents, including, without
limitation, the amount, timing, form of payment and payment contingencies and/or restrictions of such dividend equivalents, as
it deems appropriate or necessary.


12.         
Non-transferability of Awards. Unless otherwise provided in the Award Agreement, no Award under
the Plan or any Award Agreement, and no rights or interests herein or therein, shall or may be assigned, transferred, sold, exchanged,
encumbered, pledged, or otherwise hypothecated or disposed of by a Participant or any beneficiary(ies) of any Participant, except
by testamentary disposition by the Participant or the laws of intestate succession. No such interest shall be subject to execution,
attachment or similar legal process, including, without limitation, seizure for the payment of the Participant’s debts, judgments,
alimony, or separate maintenance. Unless otherwise provided in the Award Agreement, during the lifetime of a Participant, Stock
Options and Stock Appreciation Rights are exercisable only by the Participant.


13.         
Changes in Capitalization and Other Matters.


13.1          
No Corporate Action Restriction. The existence of the Plan, any Award Agreement and/or the Awards
granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the stockholders of the Company
to make or authorize (a) any adjustment, recapitalization, reorganization or other change in the Company’s or any Subsidiary’s
capital structure or its business, (b) any merger, consolidation or change in the ownership of the Company or any Subsidiary, (c)
any issue of bonds, debentures, capital, preferred or prior preference stocks ahead of or affecting the Company’s or any
Subsidiary’s capital stock or the rights thereof, (d) any dissolution or liquidation of the Company or any Subsidiary, (e)
any sale or transfer of all or any part of the Company’s or any Subsidiary’s assets or business, or (f) any other corporate
act or proceeding by the Company or any Subsidiary. No Participant, beneficiary or any other person shall have any claim against
any member of the Board or the Committee, the Company or any Subsidiary, or any employees, officers, stockholders or agents of
the Company or any subsidiary, as a result of any such action.



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13.2          
Recapitalization Adjustments. In the event that the Board determines that any dividend or other
distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or
other securities of the Company, or other corporate transaction or event affects the Common Stock such that an adjustment is determined
by the Board, in its sole discretion, to be necessary or appropriate in order to prevent dilution or enlargement of benefits or
potential benefits intended to be made available under the Plan, the Board may, in such manner as it in good faith deems equitable,
adjust any or all of (i) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities
or property) with respect to which Awards may be granted, (ii) the number of shares of Common Stock or other securities of the
Company (or number and kind of other securities or property) subject to outstanding Awards, and (iii) the exercise price with respect
to any Stock Option, or make provision for an immediate cash payment to the holder of an outstanding Award in consideration for
the cancellation of such Award.


13.3          
Mergers. If the Company enters into or is involved in any merger, reorganization, recapitalization,
sale of all or substantially all of the Company’s assets, liquidation, or business combination with any person or entity
(such merger, reorganization, recapitalization, sale of all or substantially all of the Company’s assets, liquidation, or
business combination to be referred to herein as a “Merger Event”), the Board may take such action as it deems
appropriate, including, but not limited to, replacing such Stock Options with substitute stock options and/or stock appreciation
rights in respect of the shares, other securities or other property of the surviving corporation or any affiliate of the surviving
corporation on such terms and conditions, as to the number of shares, pricing and otherwise, which shall substantially preserve
the value, rights and benefits of any affected Stock Options or Stock Appreciation Rights granted hereunder as of the date of the
consummation of the Merger Event. Notwithstanding anything to the contrary in the Plan, if any Merger Event occurs, the Company
shall have the right, but not the obligation, to cancel each Participant's Stock Options and/or Stock Appreciation Rights and to
pay to each affected Participant in connection with the cancellation of such Participant's Stock Options and/or Stock Appreciation
Rights, an amount equal to the excess of the Fair Market Value, as determined by the Board, of the Common Stock underlying any
unexercised Stock Options or Stock Appreciation Rights (whether then exercisable or not) over the aggregate exercise price of such
unexercised Stock Options and/or Stock Appreciation Rights.  In the case of any Stock Option or Stock Appreciation Right with
an exercise price that equals or exceeds the price paid for a share of Common Stock in connection with the Merger Event, the Committee
may cancel the Stock Option or Stock Appreciation Right without the payment of consideration therefor.


Upon receipt by any
affected Participant of any such substitute stock options, stock appreciation rights (or payment) as a result of any such Merger
Event, such Participant’s affected Stock Options and/or Stock Appreciation Rights for which such substitute options and/or
stock appreciation rights (or payment) were received shall be thereupon cancelled without the need for obtaining the consent of
any such affected Participant.


 



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14.           Amendment, Suspension and Termination.


14.1          
In General. The Board may suspend or terminate the Plan (or any portion thereof) at any time and
may amend the Plan at any time and from time to time in such respects as the Board may deem advisable to insure that any and all
Awards conform to or otherwise reflect any change in applicable laws or regulations, or to permit the Company or the Participants
to benefit from any change in applicable laws or regulations, or in any other respect the Board may deem to be in the best interests
of the Company or any Subsidiary. No such amendment, suspension or termination shall (x) materially adversely affect the rights
of any Participant under any outstanding Stock Options, Stock Appreciation Rights, Performance Units, or Restricted Share grants,
without the consent of such Participant, (y) increase the number of shares available for Awards pursuant to Section 4.2, or (z)
change the performance criteria listed in Section 10.1, without stockholder approval; provided, however, that the
Board may amend the Plan, without the consent of any Participants, in any way it deems appropriate to satisfy Code Section 409A
and any regulations or other authority promulgated thereunder, including any amendment to the Plan to cause certain Awards not
to be subject to Code Section 409A.


14.2          
Award Agreement Modifications. The Committee may (in its sole discretion) amend or modify at any
time and from time to time the terms and provisions of any outstanding Stock Options, Stock Appreciation Rights, Performance Units,
or Restricted Share grants, in any manner to the extent that the Committee under the Plan or any Award Agreement could have initially
determined the restrictions, terms and provisions of such Stock Options, Stock Appreciation Rights, Performance Units, and/or Restricted
Share grants, including, without limitation, changing or accelerating (a) the date or dates as of which such Stock Options or Stock
Appreciation Rights shall become exercisable, (b) the date or dates as of which such Restricted Share grants shall become vested,
or (c) the performance period or goals in respect of any Performance Units. No such amendment or modification shall, however, materially
adversely affect the rights of any Participant under any such Award without the consent of such Participant; provided, however,
that the Committee may amend an Award without the consent of the Participant, in any way it deems appropriate to satisfy Code Section
409A and any regulations or other authority promulgated thereunder, including any amendment to or modification of such Award to
cause such Award not to be subject to Code Section 409A.


15.           Miscellaneous.


15.1          
Tax Withholding. The Company shall have the right to deduct from any payment or settlement under
the Plan, including, without limitation, the exercise of any Stock Option or Stock Appreciation Right, or the delivery, transfer
or vesting of any Common Stock or Restricted Shares, any federal, state, local or other taxes of any kind which the Committee,
in its sole discretion, deems necessary to be withheld to comply with the Code and/or any other applicable law, rule or regulation.
Shares of Common Stock may be used to satisfy any such tax withholding. Such Common Stock shall be valued based on the Fair Market
Value of such stock as of the date the tax withholding is required to be made, such date to be determined by the Committee. In
addition, the Company shall have the right to require payment from a Participant to cover any applicable withholding or other employment
taxes due upon any payment or settlement under the Plan.


15.2          
No Right to Employment or Continuing Relationship. Neither the adoption of the Plan, the granting
of any Award, nor the execution of any Award Agreement, shall confer upon any employee, director, or consultant of the Company
or any Subsidiary any right to continued employment, directorship, or consulting relationship with the Company or any Subsidiary,
as the case may be, nor shall it interfere in any way with the right, if any, of the Company or any Subsidiary to terminate the
employment, directorship, or consulting relationship of any employee, director, or consultant at any time for any reason, even
if such termination adversely affects such Participant’s Awards.


15.3          
Unfunded Plan. The Plan shall be unfunded and the Company shall not be required to segregate any
assets in connection with any Awards under the Plan. Any liability of the Company to any person with respect to any Award under
the Plan or any Award Agreement shall be based solely upon the contractual obligations that may be created as a result of the Plan
or any such award or agreement. No such obligation of the Company shall be deemed to be secured by any pledge of, encumbrance on,
or other interest in, any property or asset of the Company or any Subsidiary. Nothing contained in the Plan or any Award Agreement
shall be construed as creating in respect of any Participant (or beneficiary thereof or any other person) any equity or other interest
of any kind in any assets of the Company or any Subsidiary or creating a trust of any kind or a fiduciary relationship of any kind
between the Company, any Subsidiary and/or any such Participant, any beneficiary thereof or any other person.



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15.4          
Payments to a Trust. The Committee is authorized to cause to be established a trust agreement or
several trust agreements or similar arrangements from which the Committee may make payments of amounts due or to become due to
any Participants under the Plan.


15.5          
Other Company Benefit and Compensation Programs. Payments and other benefits received by a Participant
under an Award made pursuant to the Plan shall not be deemed a part of a Participant’s compensation for purposes of the determination
of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Company or any Subsidiary
unless expressly provided in such other plans or arrangements, or except where the Board expressly determines in writing that inclusion
of an Award or portion of an Award should be included to accurately reflect competitive compensation practices or to recognize
that an Award has been made in lieu of a portion of competitive annual base salary or other cash compensation. Awards under the
Plan may be made in addition to, in combination with, or as alternatives to, grants, awards or payments under any other plans or
arrangements of the Company or its Subsidiaries. The existence of the Plan notwithstanding, the Company or any Subsidiary may adopt
such other compensation plans or programs and additional compensation arrangements as it deems necessary to attract, retain and
motivate employees.


15.6          
Listing, Registration and Other Legal Compliance. No Awards or shares of the Common Stock shall
be required to be issued or granted under the Plan unless legal counsel for the Company shall be satisfied that such issuance or
grant will be in compliance with all applicable federal and state securities laws and regulations and any other applicable laws
or regulations. The Committee may require, as a condition of any payment or share issuance, that certain agreements, undertakings,
representations, certificates, and/or information, as the Committee may deem necessary or advisable, be executed or provided to
the Company to assure compliance with all such applicable laws or regulations. Certificates for shares of the Restricted Shares
and/or Common Stock delivered under the Plan may be subject to such stock-transfer orders and such other restrictions as the Committee
may deem advisable under the rules, regulations, or other requirements of the Securities and Exchange Commission, any stock exchange
upon which the Common Stock is then listed, and any applicable federal or state securities law. In addition, if, at any time specified
herein (or in any Award Agreement or otherwise) for (a) the making of any Award, or the making of any determination, (b) the issuance
or other distribution of Restricted Shares and/or Common Stock, or (c) the payment of amounts to or through a Participant with
respect to any Award, any law, rule, regulation or other requirement of any governmental authority or agency shall require either
the Company, any Subsidiary or any Participant (or any estate, designated beneficiary or other legal representative thereof) to
take any action in connection with any such determination, any such shares to be issued or distributed, any such payment, or the
making of any such determination, as the case may be, shall be deferred until such required action is taken. With respect to persons
subject to Section 16 of the Exchange Act, transactions under the Plan are intended to comply with all applicable conditions of
Rule 16b-3 promulgated under the Exchange Act.


15.7          
Award Agreements. Each Participant receiving an Award under the Plan shall enter into an Award
Agreement with the Company in a form specified by the Committee. Each such Participant shall agree to the restrictions, terms and
conditions of the Award set forth therein and in the Plan.



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15.8          
Designation of Beneficiary. Each Participant to whom an Award has been made under the Plan may
designate a beneficiary or beneficiaries to exercise any option or to receive any payment which under the terms of the Plan and
the relevant Award Agreement may become exercisable or payable on or after the Participant’s death. At any time, and from
time to time, any such designation may be changed or cancelled by the Participant without the consent of any such beneficiary.
Any such designation, change or cancellation must be on a form provided for that purpose by the Committee and shall not be effective
until received by the Committee. If no beneficiary has been designated by a deceased Participant, or if the designated beneficiaries
have predeceased the Participant, the beneficiary shall be the Participant’s estate. If the Participant designates more than
one beneficiary, any payments under the Plan to such beneficiaries shall be made in equal shares unless the Participant has expressly
designated otherwise, in which case the payments shall be made in the shares designated by the Participant.


15.9          
Leaves of Absence/Transfers. The Committee shall have the power to promulgate rules and regulations
and to make determinations, as it deems appropriate, under the Plan in respect of any leave of absence from the Company or any
Subsidiary granted to a Participant. Without limiting the generality of the foregoing, the Committee may determine whether any
such leave of absence shall be treated as if the Participant has terminated employment with the Company or any such Subsidiary.
If a Participant transfers within the Company, or to or from any Subsidiary, such Participant shall not be deemed to have terminated
employment as a result of such transfers.


15.10       
Clawback. Notwithstanding any other provisions in this Plan, the Company may cancel
any Award, require reimbursement of any Award by a Participant, and effect any other right of recoupment of equity or
other compensation provided under the Plan in accordance with any Company policies that may be adopted and/or
modified from time to time ("Clawback Policy"). In addition, a Participant may be required to repay to the Company previously
paid compensation, whether provided pursuant to the Plan or an Award Agreement, in accordance with the Clawback Policy.
By accepting an Award, the Participant is agreeing to be bound by the Clawback Policy, as in effect or as may be adopted and/or
modified from time to time by the Company in its discretion (including, without limitation, to comply with applicable
law or stock exchange listing requirements).


15.11       
Code Section 409A. This Plan and all Awards hereunder are intended to comply with the requirements
of Code Section 409A and any regulations or other authority promulgated thereunder. Notwithstanding any provision of the Plan or
any Award Agreement to the contrary, the Board and the Committee reserve the right (without the consent of any Participant and
without any obligation to do so or to indemnify any Participant or the beneficiaries of any Participant for any failure to do so)
to amend this Plan and/or any Award Agreement as and when necessary or desirable to conform to or otherwise properly reflect any
guidance issued under Code Section 409A after the date hereof without violating Code Section 409A. In the event that any payment
or benefit made hereunder would constitute payments or benefits pursuant to a non-qualified deferred compensation plan within the
meaning of Code Section 409A and, at the time of a Participant‘s “separation from service”, such Participant
is a “specified employee” within the meaning of Code Section 409A, then any such payments or benefits shall be delayed
until the six-month anniversary of the date of such Participant’s “separation from service”. Each payment made
under this Plan shall be designated as a “separate payment” within the meaning of Code Section 409A.


15.12       
Governing Law. The Plan and all actions taken thereunder shall be governed by and construed in
accordance with the laws of the State of Nevada, without reference to the principles of conflict of laws thereof. Any titles and
headings herein are for reference purposes only, and shall in no way limit, define or otherwise affect the meaning, construction
or interpretation of any provisions of the Plan.


15.13       
Effective Date. The Plan shall be effective upon its approval by the Board and adoption by the
Company, subject to the approval of the Plan by the Company’s stockholders in accordance with Section 422 of the Code. If
such stockholder approval is not obtained, the Plan and any awards granted under the Plan shall be null and void and of no force
and effect.


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IN WITNESS WHEREOF, this
Plan is adopted by the Company on this 6th day of May, 2020.


 


	 	COMSOVEREIGN HOLDING CORP
	 	 
	 	By: 	/s/ Daniel
L. Hodges
	 	 	Name: Daniel
L. Hodges
Title:   Chief Executive Officer



 


 


 


 


 


 


 


 


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