Exhibit
10.1





 

TRXADE
GROUP, INC.


AMENDED
AND RESTATED


2019
EQUITY INCENTIVE PLAN


 


TABLE
OF CONTENTS


 


	ARTICLE I. PREAMBLE	1
	ARTICLE II. DEFINITIONS	1
	ARTICLE III. ADMINISTRATION	7
	ARTICLE IV. INCENTIVE STOCK OPTIONS	12
	ARTICLE V. NONQUALIFIED STOCK OPTIONS	14
	ARTICLE VI. INCIDENTS OF STOCK OPTIONS	14
	ARTICLE VII. RESTRICTED STOCK	16
	ARTICLE VIII. STOCK AWARDS	18
	ARTICLE IX. PERFORMANCE SHARES	19
	ARTICLE X. CHANGES OF CONTROL OR OTHER FUNDAMENTAL CHANGES	20
	ARTICLE XI. AMENDMENT AND TERMINATION	22
	ARTICLE XII. SECURITIES MATTERS AND REGULATIONS	22
	ARTICLE XIII. SECTION 409A OF THE CODE	23
	ARTICLE XIV. MISCELLANEOUS PROVISIONS	24


 







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TRXADE
GROUP, INC.


AMENDED
AND RESTATED


2019
EQUITY INCENTIVE PLAN


 


ARTICLE
I.

PREAMBLE


 


1.1.
This Amended and Restated 2019 Equity Incentive Plan of Trxade Group, Inc. (the “Company”) is intended
to secure for the Company and its Affiliates the benefits arising from ownership of the Company’s Common Stock by the Employees,
Officers, Directors and Consultants of the Company and its Affiliates, all of whom are and will be responsible for the Company’s
future growth. The Plan is designed to help attract and retain for the Company and its Affiliates personnel of superior ability
for positions of exceptional responsibility, to reward Employees, Officers, Directors and Consultants for their services and to
motivate such individuals through added incentives to further contribute to the success of the Company and its Affiliates. With
respect to persons subject to Section 16 of the Act, transactions under this Plan are intended to satisfy the requirements of
Rule 16b-3 of the Act.


 


1.2.
Awards under the Plan may be made to an Eligible Person in the form of (i) Incentive Stock Options (to Eligible Employees only);
(ii) Nonqualified Stock Options; (iii) Restricted Stock; (iv) Stock Awards; (v) Performance Shares; or (vi) any combination of
the foregoing.


 


1.3.
The Company’s Board of Directors adopted the Plan on October 9, 2019 (the “Effective Date”) and
amended the Plan on April 8, 2020 (the “First Amendment and Restatement”), subject to stockholder approval.
Effectiveness of the First Amendment and Restatement is subject to stockholder approval in accordance with the Company’s
Certificate of Incorporation and Bylaws, each as amended, and Applicable Laws. Unless sooner terminated as provided elsewhere
in this Plan, this Plan shall terminate upon the close of business on the day next preceding the tenth (10th) anniversary of the
Effective Date. Award Agreements outstanding on such date shall continue to have force and effect in accordance with the provisions
thereof.


 


1.4.
The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware (except its choice-of-law provisions).


 


1.5.
Capitalized terms shall have the meaning provided in ARTICLE II unless otherwise provided in this Plan or any related Award
Agreement.


 


ARTICLE
II.

DEFINITIONS


 


DEFINITIONS.
Except where the context otherwise indicates, the following definitions apply:


 


2.1.
“Act” means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.


 




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2.2.
“Administrator” means the Board or a Committee.


 


2.3.
“Affiliate” means any parent corporation or subsidiary corporation of the Company, whether now or hereinafter
existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.


 


2.4.
“Applicable Laws” means all applicable laws, rules, regulations and requirements, including, but not
limited to, all applicable U.S. federal, state or local laws, any Stock Exchange rules or regulations and the applicable laws,
rules or regulations of any other country or jurisdiction where Awards are granted under the Plan or Participants reside or provide
services, as such laws, rules and regulations shall be in effect from time to time.


 


2.5.
“Available Shares” means the sum of (i) two million (2,000,000) shares of Common Stock, and (ii) an
annual increase on April 1st of each calendar year, beginning in 2021 and ending in 2029 (each a “Date of Determination”),
in each case subject to the approval and determination of the Administrator on or prior to the applicable Date of Determination,
equal to the lesser of (A) ten percent (10%) of the total shares of Common Stock of the Company outstanding on the last day of
the immediately preceding fiscal year and (B) such smaller number of shares as determined by the Administrator (the “Share
Limit”). Notwithstanding the foregoing, shares added to the Available Shares by the Share Limit are available for
issuance as Incentive Stock Options only to the extent that making such shares available for issuance as Incentive Stock Options
would not cause any Incentive Stock Option to cease to qualify as such. In the event that the Administrator shall not take action
to affirmatively approve an increase in the Share Limit on or prior to the applicable Date of Determination, the Share Limit and
Available Shares, shall remain at such level as they were prior to such applicable Date of Determination.


 


2.6.
“Award” means an award granted to a Participant in accordance with the provisions of the Plan, including,
but not limited to, Stock Options, Restricted Stock, Stock Awards, Performance Shares, or any combination of the foregoing.


 


2.7.
“Award Agreement” means the separate written agreement evidencing each Award granted to a Participant
under the Plan.


 


2.8.
“Board of Directors” or “Board” means the Board of Directors of the Company,
as constituted from time to time.


 


2.9.
“Bylaws” means the Company’s Bylaws as amended and restated from time to time.


 


2.10.
“Change of Control” means (i) the adoption of a plan of merger or consolidation of the Company with
any other corporation or association as a result of which the holders of the voting capital stock of the Company as a group would
receive less than 50% of the voting capital stock of the surviving or resulting corporation; (ii) the approval by the Board of
Directors of an agreement providing for the sale or transfer (other than as security for obligations of the Company) of substantially
all the assets of the Company; or (iii) in the absence of a prior expression of approval by the Board of Directors, the acquisition
of more than 20% of the Company’s voting capital stock by any person within the meaning of Rule 13d-3 under the Act (other
than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company).


 




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2.11.
“Code” means the Internal Revenue Code of 1986, as amended, and the regulations and interpretations
promulgated thereunder.


 


2.12.
“Committee” means a committee of two or more members of the Board appointed by the Board in accordance
with Section 3.2 of the Plan. In the event the Company has not designated a Committee pursuant to Section 3.2 of
the Plan, “Committee” shall refer to the Compensation Committee of the Company (in the event the Compensation
Committee has authority to administer the Plan), if any, or the Board of Directors of the Company.


 


2.13.
“Common Stock” means the Company’s common stock.


 


2.14.
“Company” means Trxade Group, Inc., a Delaware corporation.


 


2.15.
“Consultant” means any person, including an advisor engaged by the Company or an Affiliate to render
bona fide consulting or advisory services to the Company or an Affiliate, other than as an Employee, Director or Non-Employee
Director.


 


2.16.
“Continuous Service Status” means the absence of any interruption or termination of service as an Employee
or Consultant (unless otherwise provided for in the applicable Award Agreement), as determined by the Administrator in good faith
and subject to Applicable Laws. Subject to Applicable Laws, the Administrator shall determine whether a leave of absence, or absence
in military or government service, shall constitute an interruption of Continuous Service Status; provided, however, that, (i)
if an Employee is holding an Incentive Stock Option and such leave exceeds 3 months, then, for purposes of Incentive Stock Option
status only, such Employee’s service as an Employee shall be deemed terminated on the 1st day following such 3-month period,
and the Incentive Stock Option shall thereafter automatically become a Nonqualified Stock Option in accordance with Applicable
Laws, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise
pursuant to a written Company policy, and (ii) the Administrator shall not have any such discretion to the extent that the grant
of such discretion would cause any tax to become due under Section 409A of the Code. Also, Continuous Service Status as an Employee
or Consultant shall not be considered interrupted or terminated in the case of a transfer between locations of the Company or
between the Company, its subsidiaries or Affiliates, or their respective successors.


 


2.17.
“Director” means a member of the Board of Directors of the Company.


 


2.18.
“Disability” means the permanent and total disability of a person within the meaning of Section 22(e)(3)
of the Code.


 


2.19.
“Effective Date” shall be the date set forth in Section 1.3 of the Plan.


 




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2.20.
“Eligible Employee” means an Eligible Person who is an Employee of the Company or any Affiliate.


 


2.21.
“Eligible Person” means any Employee, Officer, Director, Non-Employee Director or Consultant of the
Company or any Affiliate, except for instances where services are in connection with the offer or sale of securities in a capital-raising
transaction, or they directly or indirectly promote or maintain a market for the Company’s securities, subject to any other
limitations as may be provided by the Code, the Act, or the Administrator. In making such determinations, the Administrator may
take into account the nature of the services rendered by such person, his or her present and potential contribution to the Company’s
success, and such other factors as the Administrator in its discretion shall deem relevant.


 


2.22.
“Employee” means an individual who is a common-law employee of the Company or an Affiliate including
employment as an Officer. Mere service as a Director or payment of a director’s fee by the Company or an Affiliate shall
not be sufficient to constitute “employment” by the Company or an Affiliate.


 


2.23.
“ERISA” means the Employee Retirement Income Security Act of 1974, as now in effect or as hereafter
amended.


 


2.24.
“Fair Market Value” means, as of any date and unless the Administrator determines otherwise, the value
of Common Stock determined as follows:


 


2.24.1
If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the
NYSE American, Nasdaq National Market or The Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will be the
closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the
day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;


 


2.24.2
If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported for the date in
question, or the Common Stock is quoted on an over-the-counter market, the Fair Market Value will be the mean between the high
bid and low asked prices for the Common Stock for the day of determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable; or


 


2.24.3
In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.


 


2.24.4
The Administrator may also adopt a different methodology for determining Fair Market Value with respect to one or more Awards
if a different methodology is necessary or advisable to secure any intended favorable tax, legal or other treatment for the particular
Award(s) (for example, and without limitation, the Administrator may provide that Fair Market Value for purposes of one or more
Awards will be based on an average of closing prices (or the average of high and low daily trading prices) for a specified period
preceding the relevant date).


 




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2.25.
“Grant Date” means, as to any Award, the latest of:


 


2.25.1
the date on which the Administrator authorizes the grant of the Award; or


 


2.25.2
the date the Participant receiving the Award becomes an Employee or a Director of the Company or its Affiliate, to the extent
employment status is a condition of the grant or a requirement of the Code or the Act; or


 


2.25.3
such other date (later than the dates described in 2.25.1 and 2.25.2 above) as the Administrator may designate and
as set forth in the Participant’s Award Agreement.


 


2.26.
“Immediate Family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law and shall include adoptive
relationships.


 


2.27.
“Incentive Stock Option” means a Stock Option intended to qualify as an incentive stock option within
the meaning of Section 422 of the Code and is granted under ARTICLE IV of the Plan and designated as an Incentive Stock
Option in a Participant’s Award Agreement.


 


2.28.
“Non-Employee Director” shall have the meaning set forth in Rule 16b-3 under the Act.


 


2.29.
“Nonqualified Stock Option” means a Stock Option not intended to qualify as an Incentive Stock Option
and is not so designated in the Participant’s Award Agreement.


 


2.30.
“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Act.


 


2.31.
“Option Period” means the period during which a Stock Option may be exercised from time to time, as
established by the Administrator and set forth in the Award Agreement for each Participant who is granted a Stock Option.


 


2.32.
“Option Price” means the purchase price for a share of Common Stock subject to purchase pursuant to
a Stock Option, as established by the Administrator and set forth in the Award Agreement for each Participant who is granted a
Stock Option.


 




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2.33.
“Outside Director” means a Director who either (i) is not a current employee of the Company or an “affiliated
corporation” (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a
former employee of the Company or an “affiliated corporation” receiving compensation for prior services
(other than benefits under a tax qualified pension plan), was not an officer of the Company or an “affiliated corporation”
at any time and is not currently receiving direct or indirect remuneration from the Company or an “affiliated corporation”
for services in any capacity other than as a Director or (ii) is otherwise considered an “outside director”
for purposes of Section 162(m) of the Code.


 


2.34.
“Participant” means an Eligible Person to whom an Award has been granted and who has entered into an
Award Agreement evidencing the Award or, if applicable, such other person who holds an outstanding Award.


 


2.35.
“Performance Objectives” shall have the meaning set forth in ARTICLE IX of the Plan.


 


2.36.
“Performance Period” shall have the meaning set forth in ARTICLE IX of the Plan.


 


2.37.
“Performance Share” means an Award under ARTICLE IX of the Plan of a unit valued by reference
to the Common Stock, the payout of which is subject to achievement of such Performance Objectives, measured during one or more
Performance Periods, as the Administrator, in its sole discretion, shall establish at the time of such Award and set forth in
a Participant’s Award Agreement.


 


2.38.
“Plan” means this Trxade Group, Inc. Amended and Restated 2019 Equity Incentive Plan, as it may be amended
from time to time.


 


2.39.
“Reporting Person” means a person required to file reports under Section 16(a) of the Act.


 


2.40.
“Restricted Stock” means an Award under ARTICLE VII of the Plan of shares of Common Stock that
are at the time of the Award subject to restrictions or limitations as to the Participant’s ability to sell, transfer, pledge
or assign such shares, which restrictions or limitations may lapse separately or in combination at such time or times, in installments
or otherwise, as the Administrator, in its sole discretion, shall determine at the time of such Award and set forth in a Participant’s
Award Agreement.


 


2.41.
“Restriction Period” means the period commencing on the Grant Date with respect to such shares of Restricted
Stock and ending on such date as the Administrator, in its sole discretion, shall establish and set forth in a Participant’s
Award Agreement.


 


2.42.
“Retirement” means retirement as determined under procedures established by the Administrator or in
any Award, as set forth in a Participant’s Award Agreement.


 


2.43.
“Rule 16b-3” means Rule 16b-3 promulgated under the Act or any successor to Rule 16b-3, as in effect
from time to time. Those provisions of the Plan which make express reference to Rule 16b-3, or which are required in order for
certain option transactions to qualify for exemption under Rule 16b-3, shall apply only to a Reporting Person.


 




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2.44.
“Shares” means shares of Common Stock issued in connection with Awards granted under this Plan, including,
where applicable, upon exercise of Stock Options granted under this Plan.


 


2.45.
“Stock Exchange” means any stock exchange or consolidated stock price reporting system (including, but
not limited to Nasdaq) on which prices for the Common Stock are quoted at any given time.


 


2.46.
“Stock Award” means an Award of shares of Common Stock under ARTICLE VIII of the Plan.


 


2.47.
“Stock Option” means an Award under ARTICLE IV or ARTICLE V of the Plan of an option to
purchase Common Stock. A Stock Option may be either an Incentive Stock Option or a Nonqualified Stock Option.


 


2.48.
“Ten Percent Stockholder” means an individual who owns (or is deemed to own pursuant to Section 424(d)
of the Code), at the time of grant, stock possessing more than ten percent (10%) of the total combined voting power of all classes
of stock of the Company or any of its Affiliates.


 


2.49.
“Termination of Service” means (i) in the case of an Eligible Employee, the discontinuance of employment
of such Participant with the Company or its Subsidiaries for any reason other than a transfer to another member of the group consisting
of the Company and its Affiliates and (ii) in the case of a Director who is not an Employee of the Company or any Affiliate, the
date such Participant ceases to serve as a Director. The determination of whether a Participant has discontinued service shall
be made by the Administrator in its sole discretion. In determining whether a Termination of Service has occurred, the Administrator
may provide that service as a Consultant or service with a business enterprise in which the Company has a significant ownership
interest shall be treated as employment with the Company.


 


ARTICLE
III.

ADMINISTRATION


 


3.1.
The Plan shall be administered by the Administrator and shall be administered, to the extent applicable, in accordance with Rule
16b-3. The Administrator shall have the exclusive right to interpret and construe the Plan, to select the Eligible Persons who
shall receive an Award, and to act in all matters pertaining to the grant of an Award and the determination and interpretation
of the provisions of the related Award Agreement, including, without limitation, the determination of the number of shares subject
to Stock Options and the Option Period(s) and Option Price(s) thereof, the number of shares of Restricted Stock or shares subject
to Stock Awards or Performance Shares subject to an Award, the vesting periods (if any) and the form, terms, conditions and duration
of each Award, and any amendment thereof consistent with the provisions of the Plan. The Administrator may adopt, establish, amend
and rescind such rules, regulations and procedures as it may deem appropriate for the proper administration of the Plan, make
all other determinations which are, in the Administrator’s judgment, necessary or desirable for the proper administration
of the Plan, amend the Plan or a Stock Award as provided in ARTICLE XI, and terminate or suspend the Plan as provided in
ARTICLE XI. All acts, determinations and decisions of the Administrator made or taken pursuant to the Plan or with respect
to any questions arising in connection with the administration and interpretation of the Plan or any Award Agreement, including
the severability of any and all of the provisions thereof, shall be conclusive, final and binding upon all persons. On or after
the date of grant of an Award under the Plan, the Administrator may (i) accelerate the date on which any such Award becomes vested,
exercisable or transferable, as the case may be, (ii) extend the term of any such Award, including, without limitation, extending
the period following a termination of a Participant’s employment during which any such Award may remain outstanding, or
(iii) waive any conditions to the vesting, exercisability or transferability, as the case may be, of any such Award; provided,
that the Administrator shall not have any such authority to the extent that the grant of such authority would cause any tax to
become due under Section 409A of the Code.


 




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3.2.
The Administrator may, to the full extent permitted by and consistent with Applicable Law and the Company’s Bylaws, and
subject to Subparagraph 3.2.1 herein below, delegate any or all of its powers with respect to the administration of the
Plan to the Company’s Compensation Committee or another Committee of the Company consisting of not fewer than two members
of the Board each of whom shall qualify (at the time of appointment to the Committee and during all periods of service on the
Committee) in all respects as a Non-Employee Director and as an Outside Director.


 


3.2.1
If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the
powers theretofore possessed by the Administrator as set forth herein, including the power to delegate to a subcommittee any of
the administrative powers the Committee is authorized to exercise (and references in the Plan to the Administrator shall thereafter
be to the Committee or subcommittee), subject, however, to such resolutions, not consistent with the provisions of the Plan, as
may be adopted from time to time by the Board.


 


3.2.2
The Board may abolish the Committee at any time and reassume all powers and authority previously delegated to the Committee.


 


3.2.3
In addition to, and not in limitation of, the right of Administrator, the full Board of Directors and/or the Company’s Compensation
Committee may from time to time grant Awards to Eligible Persons pursuant to the terms and conditions of this Plan, subject to
the requirements of the Code, Rule 16b-3 under the Act or any other Applicable Law, rule or regulation. In connection with any
such grants, the Board of Directors and/or the Company’s Compensation Committee shall have all of the power and authority
of the Administrator to determine the Eligible Persons to whom such Awards shall be granted and the other terms and conditions
of such Awards.


 




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3.3.
Without limiting the provisions of this ARTICLE III, and subject to the provisions of ARTICLE X, the Administrator
is authorized to take such action as it determines to be necessary or advisable, and fair and equitable to Participants and to
the Company, with respect to an outstanding Award in the event of a Change of Control as described in ARTICLE X or other
similar event. Such action may include, but shall not be limited to, establishing, amending or waiving the form, terms, conditions
and duration of an Award and the related Award Agreement, so as to provide for earlier, later, extended or additional times for
exercise or payments, differing methods for calculating payments, alternate forms and amounts of payment, an accelerated release
of restrictions or other modifications. The Administrator may take such actions pursuant to this Section 3.3 by adopting
rules and regulations of general applicability to all Participants or to certain categories of Participants, by including, amending
or waiving terms and conditions in an Award and the related Award Agreement, or by taking action with respect to individual Participants
from time to time. In the event any Award is not evidenced by a written Award Agreement, such Award shall be governed by the terms
of this Plan and the terms and conditions of the grant of the Award as evidenced by the minutes of the Board (or any authorized
Committee thereof). For the sake of clarity, the failure of the Company to document an Award by way of a written Award Agreement
shall not affect the validity of such Award.


 


3.4.
Subject to the provisions of Section 3.8 and this Section 3.4, the maximum aggregate number of shares of Common
Stock which may be issued pursuant to Awards under the Plan shall be the Available Shares. Such shares of Common Stock shall be
made available from authorized and unissued shares of the Company.


 


3.4.1
For all purposes under the Plan, each Performance Share awarded shall be counted as one share of Common Stock subject to an Award.


 


3.4.2
If, for any reason, any shares of Common Stock (including shares of Common Stock subject to Performance Shares) that have been
awarded or are subject to issuance or purchase pursuant to Awards outstanding under the Plan are not delivered or purchased, or
are reacquired by the Company, for any reason, including but not limited to a forfeiture of Restricted Stock or failure to earn
Performance Shares or the termination, expiration or cancellation of a Stock Option, or any other termination of an Award without
payment being made in the form of shares of Common Stock (whether or not Restricted Stock), such shares of Common Stock shall
not be charged against the aggregate number of shares of Common Stock available for Award under the Plan and shall again be available
for Awards under the Plan. In no event, however, may Common Stock that is surrendered or withheld to pay the exercise price of
a Stock Option or to satisfy tax withholding requirements be available for future grants under the Plan.


 


3.4.3
For purposes of clarifying the preceding paragraph, shares of Common Stock covered by Awards shall only be counted as used to
the extent they are actually issued and delivered to a Participant (or such Participant’s permitted transferees as described
in the Plan) pursuant to the Plan. In addition, shares of Common Stock related to Awards that expire, are forfeited or cancelled
or terminate for any reason without the issuance of shares shall not be treated as issued pursuant to the Plan.


 




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3.4.4
The foregoing subsections 3.4.1 and 3.4.2 of this Section 3.4 shall be subject to any limitations provided
by the Code or by Rule 16b-3 under the Act or by any other Applicable Law, rule or regulation.


 


3.5.
Each Award granted under the Plan shall be evidenced by a written Award Agreement, which shall be subject to and shall incorporate
(by reference or otherwise) the applicable terms and conditions of the Plan and shall include any other terms and conditions (not
inconsistent with the Plan) required by the Administrator. In the event any Award is not evidenced by a written Award Agreement,
such Award shall be governed by the terms of this Plan and the terms and conditions of the grant of the Award as evidenced by
the minutes of the Administrator (or any authorized Committee thereof). For the sake of clarity, the failure of the Company to
document an Award by way of a written Award Agreement shall not affect the validity of such Award.


 


3.5.1
In the event the Plan and/or the Common Stock issuable in connection with Awards hereunder are registered with the Securities
Exchange Commission (the “SEC”) under the Act, no free-trading shares of Common Stock shall be issuable
by the Company under the Plan and pursuant to such registration statement, (a) except to natural persons (as such term is interpreted
by the SEC); (b) in connection with services associated with the offer or sale of securities in a capital-raising transaction;
or (c) where the services directly or indirectly promote or maintain a market for the Company’s securities.


 


3.6.
The Administrator may require any Participant acquiring shares of Common Stock pursuant to any Award under the Plan to represent
to and agree with the Company in writing that such person is acquiring the shares of Common Stock for investment purposes and
without a view to resale or distribution thereof. Shares of Common Stock issued and delivered under the Plan shall also be subject
to such stop-transfer orders and other restrictions as the Administrator may deem advisable under the rules, regulations and 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 laws, and the Administrator may cause a legend or legends to be placed on the certificate or certificates
representing any such shares to make appropriate reference to any such restrictions. In making such determination, the Administrator
may rely upon an opinion of counsel for the Company.


 


3.7.
Except as otherwise expressly provided in the Plan or in an Award Agreement with respect to an Award, no Participant shall have
any right as a stockholder of the Company with respect to any shares of Common Stock subject to such Participant’s Award
except to the extent that, and until, one or more certificates representing such shares of Common Stock shall have been delivered
to the Participant. No shares shall be required to be issued, and no certificates shall be required to be delivered, under the
Plan unless and until all of the terms and conditions applicable to such Award shall have, in the sole discretion of the Administrator,
been satisfied in full and any restrictions shall have lapsed in full, and unless and until all of the requirements of law and
of all regulatory bodies having jurisdiction over the offer and sale, or issuance and delivery, of the shares shall have been
fully complied with.


 




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3.8.
The total amount of shares with respect to which Awards may be granted under the Plan and rights of outstanding Awards (both as
to the number of shares subject to the outstanding Awards and the Option Price(s) or other purchase price(s) of such shares, as
applicable) shall be appropriately adjusted for any increase or decrease in the number of outstanding shares of Common Stock of
the Company resulting from payment of a stock dividend on the Common Stock, a stock split or subdivision or combination of shares
of the Common Stock, or a reorganization or reclassification of the Common Stock, or any other change in the structure of shares
of the Common Stock. The foregoing adjustments and the manner of application of the foregoing provisions shall be determined by
the Administrator in its sole discretion. Any such adjustment may provide for the elimination of any fractional shares which might
otherwise become subject to an Award. All adjustments made as a result of the foregoing in respect of each Incentive Stock Option
shall be made so that such Incentive Stock Option shall continue to be an Incentive Stock Option, as defined in Section 422 of
the Code.


 


3.9.
No director or person acting pursuant to authority delegated by the Administrator shall be liable for any action or determination
under the Plan made in good faith. The members of the Administrator shall be entitled to indemnification by the Company in the
manner and to the extent set forth in the Company’s Articles of Incorporation, as amended, Bylaws or as otherwise provided
from time to time regarding indemnification of Directors.


 


3.10.
The Administrator shall be authorized to make adjustments in any performance- based criteria or in the other terms and conditions
of outstanding Awards in recognition of unusual or nonrecurring events affecting the Company (or any Affiliate, if applicable)
or its financial statements or changes in Applicable Laws, regulations or accounting principles. The Administrator may correct
any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement in the manner and to the extent
it shall deem necessary or desirable to reflect any such adjustment. In the event the Company (or any Affiliate, if applicable)
shall assume outstanding employee benefit awards or the right or obligation to make future such awards in connection with the
acquisition of another corporation or business entity, the Administrator may, in its sole discretion, make such adjustments in
the terms of outstanding Awards under the Plan as it shall deem appropriate.


 


3.11.
Subject to the express provisions of the Plan, the Administrator shall have full power and authority to determine whether, to
what extent and under what circumstances any outstanding Award shall be terminated, canceled, forfeited or suspended. Notwithstanding
the foregoing or any other provision of the Plan or an Award Agreement, all Awards to any Participant that are subject to any
restriction or have not been earned or exercised in full by the Participant shall be terminated and canceled if the Participant
is terminated for cause, as determined by the Administrator in its sole discretion.


 




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ARTICLE
IV.

INCENTIVE STOCK OPTIONS


 


4.1.
The Administrator, in its sole discretion, may from time to time on or after the Effective Date grant Incentive Stock Options
to Eligible Employees, subject to the provisions of this ARTICLE IV and ARTICLE III and ARTICLE VI and subject
to the following conditions:


 


4.1.1
Incentive Stock Options shall be granted only to Eligible Employees, each of whom may be granted one or more of such Incentive
Stock Options at such time or times determined by the Administrator.


 


4.1.2
The Option Price per share of Common Stock for an Incentive Stock Option shall be set in the Award Agreement, but shall not be
less than (i) one hundred percent (100%) of the Fair Market Value of the Common Stock at the Grant Date, or (ii) in the case of
an Incentive Stock Option granted to a Ten Percent Stockholder, one hundred ten percent (110%) of the Fair Market Value of the
Common Stock at the Grant Date.


 


4.1.3
An Incentive Stock Option may be exercised in full or in part from time to time within ten (10) years from the Grant Date, or
such shorter period as may be specified by the Administrator as the Option Period and set forth in the Award Agreement; provided,
however, that, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, such period shall not exceed five
(5) years from the Grant Date; and further, provided that, in any event, the Incentive Stock Option shall lapse and cease to be
exercisable upon a Termination of Service or within such period following a Termination of Service as shall have been determined
by the Administrator and set forth in the related Award Agreement; and provided, further, that such period shall not exceed the
period of time ending on the date three (3) months following a Termination of Service (except as otherwise provided in any employment
agreement approved by the Administrator), unless employment shall have terminated:


 


(i)
as a result of Disability, in which event such period shall not exceed the period of time ending on the date twelve (12) months
following a Termination of Service; or


 


(ii)
as a result of death, or if death shall have occurred following a Termination of Service (other than as a result of Disability)
and during the period that the Incentive Stock Option was still exercisable, in which event such period may not exceed the period
of time ending on the earlier of the date twelve (12) months after the date of death;


 


(iii)
and provided, further, that such period following a Termination of Service or death shall in no event extend beyond the original
Option Period of the Incentive Stock Option.


 




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4.1.4
The aggregate Fair Market Value of the shares of Common Stock with respect to which any Incentive Stock Options (whether under
this Plan or any other plan established by the Company) are first exercisable during any calendar year by any Eligible Employee
shall not exceed one hundred thousand dollars ($100,000), determined based on the Fair Market Value(s) of such shares as of their
respective Grant Dates; provided, however, that to the extent permitted under Section 422 of the Code, if the aggregate Fair Market
Values of the shares of Common Stock with respect to which Stock Options intended to be Incentive Stock Options are first exercisable
by any Eligible Employee during any calendar year (whether such Stock Options are granted under this Plan or any other plan established
by the Company) exceed one hundred thousand dollars ($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 Nonqualified Stock Options.


 


4.1.5
No Incentive Stock Options may be granted more than ten (10) years from the Effective Date.


 


4.1.6
The Award Agreement for each Incentive Stock Option shall provide that the Participant shall notify the Company if such Participant
sells or otherwise transfers any shares of Common Stock acquired upon exercise of the Incentive Stock Option within two (2) years
of the Grant Date of such Incentive Stock Option or within one (1) year of the date such shares were acquired upon the exercise
of such Incentive Stock Option.


 


4.2.
Subject to the limitations of Section 3.4, the maximum aggregate number of shares of Common Stock subject to Incentive
Stock Option Awards shall be the maximum aggregate number of shares available for Awards under the Plan.


 


4.3.
The Administrator may provide for any other terms and conditions which it determines should be imposed for an Incentive Stock
Option to qualify under Section 422 of the Code, as well as any other terms and conditions not inconsistent with this ARTICLE
IV or ARTICLE III or ARTICLE VI, as determined in its sole discretion and set forth in the Award Agreement for
such Incentive Stock Option.


 


4.4.
Each provision of this ARTICLE IV and of each Incentive Stock Option granted hereunder shall be construed in accordance
with the provisions of Section 422 of the Code, and any provision hereof that cannot be so construed shall be disregarded.


 




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ARTICLE
V.

NONQUALIFIED STOCK OPTIONS


 


5.1.
The Administrator, in its sole discretion, may from time to time on or after the Effective Date grant Nonqualified Stock Options
to Eligible Persons, subject to the provisions of this ARTICLE V and ARTICLE III or ARTICLE VI and subject
to the following conditions:


 


5.1.1
Nonqualified Stock Options may be granted to any Eligible Person, each of whom may be granted one or more of such Nonqualified
Stock Options, at such time or times determined by the Administrator.


 


5.1.2
The Option Price per share of Common Stock for a Nonqualified Stock Option shall be set in the Award Agreement and may be less
than one hundred percent (100%) of the Fair Market Value of the Common Stock at the Grant Date; provided, however, that the exercise
price of each Nonqualified Stock Option granted under the Plan shall in no event be less than the par value per share of the Company’s
Common Stock.


 


5.1.3
A Nonqualified Stock Option may be exercised in full or in part from time to time within the Option Period specified by the Administrator
and set forth in the Award Agreement; provided, however, that, in any event, the Nonqualified Stock Option shall lapse and cease
to be exercisable upon a Termination of Service or within such period following a Termination of Service as shall have been determined
by the Administrator and set forth in the related Award Agreement.


 


5.2.
The Administrator may provide for any other terms and conditions for a Nonqualified Stock Option not inconsistent with this ARTICLE
V or ARTICLE III or ARTICLE VI, as determined in its sole discretion and set forth in the Award Agreement for
such Nonqualified Stock Option.


 


ARTICLE
VI.

INCIDENTS OF STOCK OPTIONS


 


6.1.
Each Stock Option shall be granted subject to such terms and conditions, if any, not inconsistent with this Plan, as shall be
determined by the Administrator and set forth in the related Award Agreement, including any provisions as to continued employment
as consideration for the grant or exercise of such Stock Option and any provisions which may be advisable to comply with Applicable
Laws, regulations or rulings of any governmental authority.


 


6.2.
Except as hereinafter described, a Stock Option shall not be transferable by the Participant other than by will or by the laws
of descent and distribution, and shall be exercisable during the lifetime of the Participant only by the Participant or the Participant’s
guardian or legal representative. In the event of the death of a Participant, any unexercised Stock Options may be exercised to
the extent otherwise provided herein or in such Participant’s Award Agreement by the executor or personal representative
of such Participant’s estate or by any person who acquired the right to exercise such Stock Options by bequest under the
Participant’s will or by inheritance. The Administrator, in its sole discretion, may at any time permit a Participant to
transfer a Nonqualified Stock Option for no consideration to or for the benefit of one or more members of the Participant’s
Immediate Family (including, without limitation, to a trust for the benefit of the Participant and/or one or more members of such
Participant’s Immediate Family or a corporation, partnership or limited liability company established and controlled by
the Participant and/or one or more members of such Participant’s Immediate Family), subject to such limits as the Administrator
may establish. The transferee of such Nonqualified Stock Option shall remain subject to all terms and conditions applicable to
such Nonqualified Stock Option prior to such transfer. The foregoing right to transfer the Nonqualified Stock Option, if granted
by the Administrator shall apply to the right to consent to amendments to the Award Agreement.


 




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6.3.
Shares of Common Stock purchased upon exercise of a Stock Option shall be paid for in such amounts, at such times and upon such
terms as shall be determined by the Administrator, subject to limitations set forth in the Stock Option Award Agreement. The Administrator
may, in its sole discretion, permit the exercise of a Stock Option by payment in cash or by tendering shares of Common Stock (either
by actual delivery of such shares or by attestation), or any combination thereof, as determined by the Administrator. In the sole
discretion of the Administrator, payment in shares of Common Stock also may be made with shares received upon the exercise or
partial exercise of the Stock Option, whether or not involving a series of exercises or partial exercises and whether or not share
certificates for such shares surrendered have been delivered to the Participant. The Administrator also may, in its sole discretion,
permit the payment of the exercise price of a Stock Option by the voluntary surrender of all or a portion of the Stock Option.
Shares of Common Stock previously held by the Participant and surrendered in payment of the Option Price of a Stock Option shall
be valued for such purpose at the Fair Market Value thereof on the date the Stock Option is exercised.


 


6.4.
The holder of a Stock Option shall have no rights as a stockholder with respect to any shares covered by the Stock Option (including,
without limitation, any voting rights, the right to inspect or receive the Company’s balance sheets or financial statements
or any rights to receive dividends or non-cash distributions with respect to such shares) until such time as the holder has exercised
the Stock Option and then only with respect to the number of shares which are the subject of the exercise. No adjustment shall
be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.


 


6.5.
The Administrator may permit the voluntary surrender of all or a portion of any Stock Option granted under the Plan to be conditioned
upon the granting to the Participant of a new Stock Option for the same or a different number of shares of Common Stock as the
Stock Option surrendered, or may require such voluntary surrender as a condition precedent to a grant of a new Stock Option to
such Participant. Subject to the provisions of the Plan, such new Stock Option shall be exercisable at such Option Price, during
such Option Period and on such other terms and conditions as are specified by the Administrator at the time the new Stock Option
is granted. Upon surrender, the Stock Options surrendered shall be canceled and the shares of Common Stock previously subject
to them shall be available for the grant of other Stock Options.


 


6.6.
The Administrator may at any time offer to purchase a Participant’s outstanding Stock Option for a payment equal to the
value of such Stock Option payable in cash, shares of Common Stock or Restricted Stock or other property upon surrender of the
Participant’s Stock Option, based on such terms and conditions as the Administrator shall establish and communicate to the
Participant at the time that such offer is made.


 




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6.7.
The Administrator shall have the discretion, exercisable either at the time the Award is granted or at the time the Participant
discontinues employment, to establish as a provision applicable to the exercise of one or more Stock Options that, during a limited
period of exercisability following a Termination of Service, the Stock Option may be exercised not only with respect to the number
of shares of Common Stock for which it is exercisable at the time of the Termination of Service but also with respect to one or
more subsequent installments for which the Stock Option would have become exercisable had the Termination of Service not occurred.


 


6.8.
Notwithstanding anything to the contrary herein, the Company may reprice any Stock Option without the approval of the stockholders
of the Company. For this purpose, “reprice” means (i) any of the following or any other action that has the same effect:
(A) lowering the exercise price of a Stock Option after it is granted, (B) any other action that is treated as a repricing under
U.S. generally accepted accounting principles (“GAAP”), or (C) cancelling a Stock Option at a time when
its exercise price exceeds the Fair Market Value of the underlying Common Stock, in exchange for another Stock Option, restricted
stock or other equity, unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off or other
similar corporate transaction; and (ii) any other action that is considered to be a repricing under formal or informal guidance
issued by exchange or market on which the Company’s Common Stock then trades or is quoted.


 


6.9.
In addition to, and without limiting the above Section 6.8, the Administrator may permit the voluntary surrender of all
or a portion of any Stock Option granted under the Plan to be conditioned upon the granting to the Participant of a new Stock
Option for the same or a different number of shares of Common Stock as the Stock Option surrendered, or may require such voluntary
surrender as a condition precedent to a grant of a new Stock Option to such Participant. Subject to the provisions of the Plan,
such new Stock Option shall be exercisable at such Option Price, during such Option Period and on such other terms and conditions
as are specified by the Administrator at the time the new Stock Option is granted. Upon surrender, the Stock Options surrendered
shall be canceled and the shares of Common Stock previously subject to them shall be available for the grant of other Stock Options.


 


ARTICLE
VII.

RESTRICTED STOCK


 


7.1.
The Administrator, in its sole discretion, may from time to time on or after the Effective Date award shares of Restricted Stock
to Eligible Persons as a reward for past service and an incentive for the performance of future services that will contribute
materially to the successful operation of the Company and its Affiliates, subject to the terms and conditions set forth in this
ARTICLE VII.


 


7.2.
The Administrator shall determine the terms and conditions of any Award of Restricted Stock, which shall be set forth in the related
Award Agreement, including without limitation:


 


7.2.1
the purchase price, if any, to be paid for such Restricted Stock, which may be zero, subject to such minimum consideration as
may be required by Applicable Law;


 




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7.2.2
the duration of the Restriction Period or Restriction Periods with respect to such Restricted Stock and whether any events may
accelerate or delay the end of such Restriction Period(s);


 


7.2.3
the circumstances upon which the restrictions or limitations shall lapse, and whether such restrictions or limitations shall lapse
as to all shares of Restricted Stock at the end of the Restriction Period or as to a portion of the shares of Restricted Stock
in installments during the Restriction Period by means of one or more vesting schedules;


 


7.2.4
whether such Restricted Stock is subject to repurchase by the Company or to a right of first refusal at a predetermined price
or if the Restricted Stock may be forfeited entirely under certain conditions;


 


7.2.5
whether any performance goals may apply to a Restriction Period to shorten or lengthen such period; and


 


7.2.6
whether dividends and other distributions with respect to such Restricted Stock are to be paid currently to the Participant or
withheld by the Company for the account of the Participant.


 


7.3.
Awards of Restricted Stock must be accepted within a period of thirty (30) days after the Grant Date (or such shorter or longer
period as the Administrator may specify at such time) by executing an Award Agreement with respect to such Restricted Stock and
tendering the purchase price, if any. A prospective recipient of an Award of Restricted Stock shall not have any rights with respect
to such Award, unless such recipient has executed an Award Agreement with respect to such Restricted Stock, has delivered a fully
executed copy thereof to the Administrator and has otherwise complied with the applicable terms and conditions of such Award.


 


7.4.
In the sole discretion of the Administrator and as set forth in the Award Agreement for an Award of Restricted Stock, all shares
of Restricted Stock held by a Participant and still subject to restrictions shall be forfeited by the Participant upon the Participant’s
Termination of Service and shall be reacquired, canceled and retired by the Company. Notwithstanding the foregoing, unless otherwise
provided in an Award Agreement with respect to an Award of Restricted Stock, in the event of the death, Disability or Retirement
of a Participant during the Restriction Period, or in other cases of special circumstances (including hardship or other special
circumstances of a Participant whose employment is involuntarily terminated), the Administrator may elect to waive in whole or
in part any remaining restrictions with respect to all or any part of such Participant’s Restricted Stock, if it finds that
a waiver would be appropriate.


 


7.5.
Except as otherwise provided in this ARTICLE VII, no shares of Restricted Stock received by a Participant shall be sold,
exchanged, transferred, pledged, hypothecated or otherwise disposed of during the Restriction Period.


 




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7.6.
Upon an Award of Restricted Stock to a Participant, a certificate or certificates representing the shares of such Restricted Stock
will be issued to and registered in the name of the Participant. Unless otherwise determined by the Administrator, such certificate
or certificates will be held in custody by the Company until (i) the Restriction Period expires and the restrictions or limitations
lapse, in which case one or more certificates representing such shares of Restricted Stock that do not bear a restrictive legend
(other than any legend as required under applicable federal or state securities laws) shall be delivered to the Participant, or
(ii) a prior forfeiture by the Participant of the shares of Restricted Stock subject to such Restriction Period, in which case
the Company shall cause such certificate or certificates to be canceled and the shares represented thereby to be retired, all
as set forth in the Participant’s Award Agreement. It shall be a condition of an Award of Restricted Stock that the Participant
deliver to the Company a stock power endorsed in blank relating to the shares of Restricted Stock to be held in custody by the
Company.


 


7.7.
Except as provided in this ARTICLE VII or in the related Award Agreement, a Participant receiving an Award of shares of
Restricted Stock Award shall have, with respect to such shares, all rights of a stockholder of the Company, including the right
to vote the shares and the right to receive any distributions, unless and until such shares are otherwise forfeited by such Participant;
provided, however, the Administrator may require that any cash dividends with respect to such shares of Restricted Stock be automatically
reinvested in additional shares of Restricted Stock subject to the same restrictions as the underlying Award, or may require that
cash dividends and other distributions on Restricted Stock be withheld by the Company or its Affiliates for the account of the
Participant. The Administrator shall determine whether interest shall be paid on amounts withheld, the rate of any such interest,
and the other terms applicable to such withheld amounts.


 


ARTICLE
VIII.

STOCK AWARDS


 


8.1.
The Administrator, in its sole discretion, may from time to time on or after the Effective Date grant Stock Awards to Eligible
Persons in payment of compensation that has been earned or as compensation to be earned, including without limitation compensation
awarded or earned concurrently with or prior to the grant of the Stock Award, subject to the terms and conditions set forth in
this ARTICLE VIII.


 


8.2.
For the purposes of this Plan, in determining the value of a Stock Award, all shares of Common Stock subject to such Stock Award
shall be set in the Award Agreement and may be less than one hundred percent (100%) of the Fair Market Value of the Common Stock
at the Grant Date.


 


8.3.
Unless otherwise determined by the Administrator and set forth in the related Award Agreement, shares of Common Stock subject
to a Stock Award will be issued, and one or more certificates representing such shares will be delivered, to the Participant as
soon as practicable following the Grant Date of such Stock Award. Upon the issuance of such shares and the delivery of one or
more certificates representing such shares to the Participant, such Participant shall be and become a stockholder of the Company
fully entitled to receive dividends, to vote and to exercise all other rights of a stockholder of the Company. Notwithstanding
any other provision of this Plan, unless the Administrator expressly provides otherwise with respect to a Stock Award, as set
forth in the related Award Agreement, no Stock Award shall be deemed to be an outstanding Award for purposes of the Plan.


 




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ARTICLE
IX.

PERFORMANCE SHARES


 


9.1.
The Administrator, in its sole discretion, may from time to time on or after the Effective Date award Performance Shares to Eligible
Persons as an incentive for the performance of future services that will contribute materially to the successful operation of
the Company and its Affiliates, subject to the terms and conditions set forth in this ARTICLE IX.


 


9.2.
The Administrator shall determine the terms and conditions of any Award of Performance Shares, which shall be set forth in the
related Award Agreement, including without limitation:


 


9.2.1
the purchase price, if any, to be paid for such Performance Shares, which may be zero, subject to such minimum consideration as
may be required by Applicable Law;


 


9.2.2
the performance period (the “Performance Period”) and/or performance objectives (the “Performance
Objectives”) applicable to such Awards;


 


9.2.3
the number of Performance Shares that shall be paid to the Participant if the applicable Performance Objectives are exceeded or
met in whole or in part; and


 


9.2.4
the form of settlement of a Performance Share.


 


9.3.
At any date, each Performance Share shall have a value equal to the Fair Market Value of a share of Common Stock.


 


9.4.
Performance Periods may overlap, and Participants may participate simultaneously with respect to Performance Shares for which
different Performance Periods are prescribed.


 


9.5.
Performance Objectives may vary from Participant to Participant and between Awards and shall be based upon such performance criteria
or combination of factors as the Administrator may deem appropriate, including, but not limited to, minimum earnings per share
or return on equity. If during the course of a Performance Period there shall occur significant events which the Administrator
expects to have a substantial effect on the applicable Performance Objectives during such period, the Administrator may revise
such Performance Objectives.


 




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9.6.
In the sole discretion of the Administrator and as set forth in the Award Agreement for an Award of Performance Shares, all Performance
Shares held by a Participant and not earned shall be forfeited by the Participant upon the Participant’s Termination of
Service. Notwithstanding the foregoing, unless otherwise provided in an Award Agreement with respect to an Award of Performance
Shares, in the event of the death, Disability or Retirement of a Participant during the applicable Performance Period, or in other
cases of special circumstances (including hardship or other special circumstances of a Participant whose employment is involuntarily
terminated), the Administrator may determine to make a payment in settlement of such Performance Shares at the end of the Performance
Period, based upon the extent to which the Performance Objectives were satisfied at the end of such period and pro-rated for the
portion of the Performance Period during which the Participant was employed by the Company or an Affiliate; provided, however,
that the Administrator may provide for an earlier payment in settlement of such Performance Shares in such amount and under such
terms and conditions as the Administrator deems appropriate or desirable.


 


9.7.
The settlement of a Performance Share shall be made in cash, whole shares of Common Stock or a combination thereof and shall be
made as soon as practicable after the end of the applicable Performance Period. Notwithstanding the foregoing, the Administrator
in its sole discretion may allow a Participant to defer payment in settlement of Performance Shares on terms and conditions approved
by the Administrator and set forth in the related Award Agreement entered into in advance of the time of receipt or constructive
receipt of payment by the Participant.


 


9.8.
Performance Shares shall not be transferable by the Participant. The Administrator shall have the authority to place additional
restrictions on the Performance Shares including, but not limited to, restrictions on transfer of any shares of Common Stock that
are delivered to a Participant in settlement of any Performance Shares.


 


ARTICLE
X.

CHANGES OF CONTROL OR OTHER FUNDAMENTAL CHANGES


 


10.1.
Upon the occurrence of a Change of Control and unless otherwise provided in the Award Agreement with respect to a particular Award:


 


10.1.1
all outstanding Stock Options shall become immediately exercisable in full, subject to any appropriate adjustments in the number
of shares subject to the Stock Option and the Option Price, and shall remain exercisable for the remaining Option Period, regardless
of any provision in the related Award Agreement limiting the exercisability of such Stock Option or any portion thereof for any
length of time;


 


10.1.2
all outstanding Performance Shares with respect to which the applicable Performance Period has not been completed shall be paid
out as soon as practicable as follows:


 


(i)
all Performance Objectives applicable to the Award of Performance Shares shall be deemed to have been satisfied to the extent
necessary to earn one hundred percent (100%) of the Performance Shares covered by the Award;


 


(ii)
the applicable Performance Period shall be deemed to have been completed upon occurrence of the Change of Control;


 




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(iii)
the payment to the Participant in settlement of the Performance Shares shall be the amount determined by the Administrator, in
its sole discretion, or in the manner stated in the Award Agreement, as multiplied by a fraction, the numerator of which is the
number of full calendar months of the applicable Performance Period that have elapsed prior to occurrence of the Change of Control,
and the denominator of which is the total number of months in the original Performance Period; and


 


(iv)
upon the making of any such payment, the Award Agreement as to which it relates shall be deemed terminated and of no further force
and effect; and


 


10.1.3
all outstanding shares of Restricted Stock with respect to which the restrictions have not lapsed shall be deemed vested, and
all such restrictions shall be deemed lapsed and the Restriction Period ended.


 


10.2.
Anything contained herein to the contrary notwithstanding, upon the dissolution or liquidation of the Company, each Award granted
under the Plan and then outstanding shall terminate; provided, however, that following the adoption of a plan of dissolution or
liquidation, and in any event prior to the effective date of such dissolution or liquidation, each such outstanding Award granted
hereunder shall be exercisable in full and all restrictions shall lapse, to the extent set forth in Section 10.1.1, 10.1.2
and 10.1.3 above.


 


10.3.
After the merger of one or more corporations into the Company or any Affiliate, any merger of the Company into another corporation,
any consolidation of the Company or any Affiliate of the Company and one or more corporations, or any other corporate reorganization
of any form involving the Company as a party thereto and involving any exchange, conversion, adjustment or other modification
of the outstanding shares of the Common Stock, each Participant shall, at no additional cost, be entitled, upon any exercise of
such Participant’s Stock Option, to receive, in lieu of the number of shares as to which such Stock Option shall then be
so exercised, the number and class of shares of stock or other securities or such other property to which such Participant would
have been entitled to pursuant to the terms of the agreement of merger or consolidation or reorganization, if at the time of such
merger or consolidation or reorganization, such Participant had been a holder of record of a number of shares of Common Stock
equal to the number of shares as to which such Stock Option shall then be so exercised. Comparable rights shall accrue to each
Participant in the event of successive mergers, consolidations or reorganizations of the character described above. The Administrator
may, in its sole discretion, provide for similar adjustments upon the occurrence of such events with regard to other outstanding
Awards under this Plan. The foregoing adjustments and the manner of application of the foregoing provisions shall be determined
by the Administrator in its sole discretion. Any such adjustment may provide for the elimination of any fractional shares which
might otherwise become subject to an Award. All adjustments made as the result of the foregoing in respect of each Incentive Stock
Option shall be made so that such Incentive Stock Option shall continue to be an Incentive Stock Option, as defined in Section
422 of the Code.


 




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ARTICLE
XI.

AMENDMENT AND TERMINATION


 


11.1.
Subject to the provisions of Section 11.2, the Board of Directors at any time and from time to time may amend or terminate
the Plan as may be necessary or desirable to implement or discontinue the Plan or any provision hereof, to the extent required
by the Act or the Code, or rules and regulations of the Stock Exchange and/or such other securities exchanges, if any, which the
Company’s Common Stock is then subject to, however, no amendment, without approval by the Company’s stockholders,
shall:


 


11.1.1
materially alter the group of persons eligible to participate in the Plan;


 


11.1.2
except as provided in Section 3.4, change the maximum aggregate number of shares of Common Stock that are available for
Awards under the Plan; or


 


11.1.3
alter the class of individuals eligible to receive an Incentive Stock Option or increase the limit on Incentive Stock Options
set forth in Section 4.1.4 or the value of shares of Common Stock for which an Eligible Employee may be granted an Incentive
Stock Option.


 


11.2.
No amendment to or discontinuance of the Plan or any provision hereof by the Board of Directors or the stockholders of the Company
shall, without the written consent of the Participant, adversely affect (in the sole discretion of the Administrator) any Award
theretofore granted to such Participant under this Plan; provided, however, that the Administrator retains the right and power
to:


 


11.2.1
annul any Award if the Participant is terminated for cause as determined by the Administrator; and


 


11.2.2
convert any outstanding Incentive Stock Option to a Nonqualified Stock Option.


 


11.3.
If a Change of Control has occurred, no amendment or termination shall impair the rights of any person with respect to an outstanding
Award as provided in ARTICLE X.


 


ARTICLE
XII.

SECURITIES MATTERS AND REGULATIONS


 


12.1.
Notwithstanding anything herein to the contrary, the obligation of the Company to sell or deliver Shares with respect to any Award
granted under the Plan shall be subject to all Applicable Laws, rules and regulations, including all applicable federal and state
securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by
the Administrator. The Administrator may require, as a condition of the issuance and delivery of certificates evidencing shares
of Common Stock pursuant to the terms hereof, that the recipient of such shares make such agreements and representations, and
that such certificates bear such legends, as the Administrator, in its sole discretion, deems necessary or advisable.


 




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12.2.
Each Award is subject to the requirement that, if at any time the Administrator determines that the listing, registration or qualification
of Shares is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Shares,
no such Award shall be granted or payment made or Shares issued, in whole or in part, unless listing, registration, qualification,
consent or approval has been effected or obtained free of any conditions not acceptable to the Administrator.


 


12.3.
In the event that the disposition of Shares acquired pursuant to the Plan is not covered by a then current registration statement
under the Securities Act and is not otherwise exempt from such registration, such Shares shall be restricted against transfer
to the extent required by the Securities Act or regulations thereunder, and the Administrator may require a Participant receiving
Common Stock pursuant to the Plan, as a condition precedent to receipt of such Common Stock, to represent to the Company in writing
that the Common Stock acquired by such Participant is acquired for investment only and not with a view to distribution.


 


ARTICLE
XIII.

SECTION 409A OF THE CODE


 


13.1.
Unless otherwise expressly provided for in an Award Agreement, the Plan and each Award Agreement will be interpreted to the greatest
extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 409A of the Code, and, to
the extent not so exempt, in compliance with Section 409A of the Code. If the Administrator determines that any Award granted
hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will
incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the
extent an Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the
Award Agreement. Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise),
if the Shares are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation”
under Section 409A of the Code is a “specified employee” for purposes of Section 409A of the Code, no
distribution or payment of any amount that is due because of a “separation from service” (as defined
in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date that
is six months following the date of such Participant’s “separation from service” (as defined in
Section 409A of the Code without regard to alternative definitions thereunder) or, if earlier, the date of the Participant’s
death, unless such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts
so deferred will be paid in a lump sum on the day after such six month period elapses, with the balance paid thereafter on the
original schedule.


 




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13.2.
With respect to any Award that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code,
termination of a Participant’s Continuous Service Status shall mean a separation from service within the meaning of Section
409A of the Code, unless the Participant was an Employee immediately prior to such termination and is then contemporaneously retained
as a Consultant pursuant to a written agreement and such agreement provides otherwise. The Continuous Service Status of a Participant
shall be deemed to have terminated for all purposes of the Plan if such person is employed by or provides services to a subsidiary
and such subsidiary ceases to be a subsidiary, unless the Administrator determines otherwise. To the extent permitted by Section
409A of the Code, a Participant who ceases to be an Employee of the Company but continues, or simultaneously commences, services
as a Director of the Company shall be deemed to have had a termination of Continuous Service Status for purposes of the Plan.


 


ARTICLE
XIV.

MISCELLANEOUS PROVISIONS


 


14.1.
Nothing in the Plan or any Award granted hereunder shall confer upon any Participant any right to continue in the employ of the
Company or its Affiliates or to serve as a Director or shall interfere in any way with the right of the Company or its Affiliates
or the stockholders of the Company, as applicable, to terminate the employment of a Participant or to release or remove a Director
at any time. Unless specifically provided otherwise, no Award granted under the Plan shall be deemed salary or compensation for
the purpose of computing benefits under any employee benefit plan or other arrangement of the Company or its Affiliates for the
benefit of their respective employees unless the Company shall determine otherwise. No Participant shall have any claim to an
Award until it is actually granted under the Plan and an Award Agreement has been executed and delivered to the Company. To the
extent that any person acquires a right to receive payments from the Company under the Plan, such right shall, except as otherwise
provided by the Administrator, be no greater than the right of an unsecured general creditor of the Company. All payments to be
made hereunder shall be paid from the general funds of the Company, and no special or separate fund shall be established and no
segregation of assets shall be made to assure payment of such amounts, except as provided in ARTICLE VII with respect to
Restricted Stock and except as otherwise provided by the Administrator.


 


14.2.
The Plan and the grant of Awards shall be subject to all applicable federal and state laws, rules, and regulations and to such
approvals by any government or regulatory agency as may be required. Any provision herein relating to compliance with Rule 16b-3
under the Act shall not be applicable with respect to participation in the Plan by Participants who are not subject to Section
16 of the Act.


 


14.3.
The terms of the Plan shall be binding upon the Company, its successors and assigns.


 


14.4.
Neither a Stock Option nor any other type of equity-based compensation provided for hereunder shall be transferable except as
provided for in Section 6.2. In addition to the transfer restrictions otherwise contained herein, additional transfer restrictions
shall apply to the extent required by federal or state securities laws. If any Participant makes such a transfer in violation
hereof, any obligation hereunder of the Company to such Participant shall terminate immediately.


 




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14.5.
This Plan and all actions taken hereunder shall be governed by the laws of the State of Delaware.


 


14.6.
Each Participant exercising an Award hereunder agrees to give the Administrator prompt written notice of any election made by
such Participant under Section 83(b) of the Code, or any similar provision thereof, as applicable.


 


14.7.
If any provision of this Plan or an Award Agreement is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction,
or would disqualify the Plan or any Award Agreement under any law deemed applicable by the Administrator, such provision shall
be construed or deemed amended to conform to Applicable Laws, or if it cannot be construed or deemed amended without, in the determination
of the Administrator, materially altering the intent of the Plan or the Award Agreement, it shall be stricken, and the remainder
of the Plan or the Award Agreement shall remain in full force and effect.


 


14.8.
The grant of an Award pursuant to this Plan shall not affect in any way the right or power of the Company or any of its Affiliates
to make adjustments, reclassification, reorganizations, or changes of its capital or business structure, or to merge or consolidate,
or to dissolve, liquidate or sell, or to transfer all or part of its business or assets.


 


14.9.
The Plan is not subject to the provisions of ERISA or qualified under Section 401(a) of the Code.


 


14.10.
If a Participant is required to pay to the Company an amount with respect to income and employment tax withholding obligations
in connection with (i) the exercise of a Nonqualified Stock Option, (ii) certain dispositions of Common Stock acquired upon the
exercise of an Incentive Stock Option, or (iii) the receipt of Common Stock pursuant to any other Award, then the issuance of
Common Stock to such Participant shall not be made (or the transfer of shares by such Participant shall not be required to be
effected, as applicable) unless such withholding tax or other withholding liabilities shall have been satisfied in a manner acceptable
to the Company. To the extent provided by the terms of an Award Agreement, the Participant may satisfy any federal, state or local
tax withholding obligation relating to the exercise or acquisition of Common Stock under an Award by any of the following means
(in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination
of such means: (i) tendering a cash payment; (ii) authorizing the Company to withhold shares of Common Stock from the shares of
Common Stock otherwise issuable to the Participant as a result of the exercise or acquisition of Common Stock under the Award,
provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be
withheld by law; or (iii) delivering to the Company owned and unencumbered shares of Common Stock.


 


14.11.
Compliance with other laws.


 


14.11.1
For Reporting Persons:


 


(i)
the Plan is intended to satisfy the provisions of Rule 16b-3;


 




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(ii)
all transactions involving Participants who are subject to Section 16(b) of the Act are subject to the provisions of Rule 16b-3
regardless of whether they are set forth in the Plan; and


 


(iii)
any provision of the Plan that conflicts with Rule 16b-3 does not apply to the extent of the conflict.


 


14.11.2
If any provision of the Plan, any Award, or Award Agreement conflicts with the requirements of Code Section 162(m) or 422 for
Awards subject to these requirements, then that provision does not apply to the extent of the conflict.


 


14.11.3
Notwithstanding any other provision of the Plan, if, for an Employee of a parent company, the conversion of an Incentive Stock
Option to a Nonqualified Stock Option or the treatment of an Incentive Stock Option as a Nonqualified Stock Option would not satisfy
the requirements of Code Section 409A or an exemption thereto, as determined by the Administrator in its exclusive discretion,
then the Incentive Stock Option shall terminate on the date that it would no longer qualify as an Incentive Stock Option as determined
by the Administrator in its exclusive discretion.


 


14.12.
In addition to the remedies of the Company elsewhere provided for herein, failure by a Participant to comply with any of the terms
and conditions of the Plan or any Award Agreement, unless such failure is remedied by such Participant within ten days after having
been notified of such failure by the Administrator, shall be grounds for the cancellation and forfeiture of such Award, in whole
or in part, as the Administrator, in its sole discretion, may determine.


 


14.13.
Any reference in the Plan to a written document includes any document delivered electronically or posted on the Company’s
intranet.


 


14.14.
The headings and captions in the Plan are inserted as a matter of convenience for organizational purposes, and do not construe,
define, extend, interpret, or limit any provision of the Plan.


 


14.15.
Whenever the context may require, any pronoun includes the corresponding masculine, feminine, or neuter form, and the singular
includes the plural and vice versa.


 


14.16.
Any reference in the Plan to a statutory or regulatory provision includes corresponding successor provisions.


 


14.17.
The proceeds from the sale of shares pursuant to Awards granted under the Plan shall constitute general funds of the Company.


 


14.18.
A Participant’s electronic signature of an Award Agreement shall have the same validity and effect as a signature affixed
by hand.


 




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14.19.
Notwithstanding anything in the Plan or in any Award Agreement to the contrary, the Company will be entitled to the extent permitted
or required by Applicable Law, Company policy and/or the requirements of a Stock Exchange on which the Shares are listed for trading,
in each case, as in effect from time to time, to recoup compensation of whatever kind paid by the Company at any time to a Participant
under this Plan. No such recoupment of compensation will be an event giving rise to a right to resign for “good reason”
or “constructive termination” (or similar term) under any agreement between any Participant and the
Company.


 


14.20.
Corporate action constituting a grant by the Company of an Award to any Participant shall be deemed completed as of the date of
such corporate action, unless otherwise determined by the Administrator, regardless of when the instrument, certificate, or letter
evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event that the corporate
records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g.,
exercise price, vesting schedule or number of Shares) that are inconsistent with those in the Award Agreement or related grant
documents as a result of a clerical error in the preparation of the Award Agreement or related grant documentation, the corporate
records will control, and the Participant will have no legally binding right to the incorrect term in the Award Agreement or related
grant documentation.


 


14.21.
Nothing contained in the Plan or in any Award agreement executed pursuant hereto shall be deemed to confer upon any individual
or entity to whom an Award is or may be granted hereunder any right to remain in the employ or service of the Company or a parent
or subsidiary of the Company or any entitlement to any remuneration or other benefit pursuant to any consulting or advisory arrangement.


 


Adopted
by the Board of Directors on October 9, 2019 and ratified by the stockholders of the Company on October 15, 2019.


 


Amended
by the stockholders of the Company on May 29, 2020.


 




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