Exhibit 10.1


 


IDEAL POWER INC.


 


AMENDED & RESTATED 2013 EQUITY INCENTIVE
PLAN


 


(As amended and restated effective June 16,
2021)


 


1.     PURPOSE.


 


The purpose of this Plan is to provide incentives
to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company,
and its Parent and Subsidiaries (if any), by offering them an opportunity to participate in the Company’s future performance through
awards of Options, the right to purchase Common Stock and Stock Bonuses. Capitalized terms not defined in the text are defined in Section 2.


 


2.     DEFINITIONS.


 


As used in this Plan, the following terms will
have the following meanings:


 


“AWARD” means any award
under this Plan, including any Option, Stock Award or Stock Bonus.


 


“AWARD AGREEMENT” means,
with respect to each Award, the signed written agreement between the Company and the Participant setting forth the terms and conditions
of the Award.


 


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


 


“CAUSE” means (i) an
intentional act of fraud, financial embezzlement, theft or any other material violation of law that occurs during or in the course of
the Participant’s employment with the Company; (ii) intentional damage to the Company’s assets; (iii) intentional
disclosure of the Company’s confidential and/or proprietary secrets and information contrary to the Company’s policies; (iv) intentional
engagement in any competitive activity which would constitute a breach of the Participant’s duty of loyalty or obligations to the
Company; (v) an intentional breach of any of the Company’s policies; (vi) the willful and continued failure to substantially
perform the Participant’s duties for the Company (other than as a result of Disability); or (vii) willful conduct by the Participant
that is materially injurious to the Company, monetarily or otherwise.


 


“CODE” means the Internal
Revenue Code of 1986, as amended.


 


“COMMON STOCK” means
the common stock, $0.001 par value, of the Company or any successor corporation.


 


“COMPANY” means Ideal
Power Inc., a Delaware corporation, formerly known as Ideal Power Converters, Inc., a Texas corporation, or any successor corporation.


 


“COMMITTEE” means the
Compensation Committee of the Board of Directors which shall administer and interpret the Plan as more particularly described in Section 5
of the Plan; provided, however, that the term Committee will refer to the Board of Directors during such times as the Board of
Directors has no Compensation Committee.


 


“DISABILITY” means a
disability, whether temporary or permanent, partial or total, as determined by the Committee, provided that with respect to any individual
who is an employee or other “service provider”, disability shall be determined in accordance with Section 409A of the
Code and related regulations.


 


“EXCHANGE ACT” means
the Securities Exchange Act of 1934, as amended.


 


“EXERCISE PRICE” means
the price at which a holder of an Option may purchase the Shares issuable upon exercise of the Option.


 






    


     


    

 


“FAIR MARKET VALUE”
means, as of any date, the value of a share of the Company’s Common Stock determined as follows:


 


(a) if such Common Stock is publicly traded and is
then listed on a national securities exchange or on Nasdaq, its official closing price on the date of determination on the principal national
securities exchange on which the Common Stock is listed or admitted to trading or on Nasdaq;


 


(b) if such Common Stock is quoted on the Over-the-Counter
Bulletin Board, its last sale price on the Over-the-Counter Bulletin Board on the date of determination, provided, however, if no sale
takes place on the date of determination then the Fair Market Value will be the last sale price on the Over-the-Counter Bulletin Board
on the last trading day prior to the determination date on which a sale was recorded; or


 


(c) if neither of the foregoing is applicable, by the
Committee in good faith and in accordance with requirements under Section 409A of the Code and related regulations.


 


“INSIDER” means an officer
or director of the Company or a Ten Percent Shareholder, as defined in Section 6.3.


 


“OPTION” means an award
of an option to purchase Shares pursuant to Section 6.


 


“PARENT” means any corporation
(other than the Company) in an unbroken chain of corporations ending with the Company if each of such corporations other than the Company
owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such
chain.


 


“PARTICIPANT” means
a person who receives an Award under this Plan.


 


“PERFORMANCE FACTORS”
means the factors selected by the Committee, in its sole and absolute discretion, which may be from among, but are not limited to, the
following measures to determine whether the performance goals applicable to Awards have been satisfied:


 


(a) Net revenue and/or net revenue growth;


 


(b) Earnings before income taxes and amortization and/or
earnings before income taxes and amortization growth;


 


(c) Operating income and/or operating income growth;



 


(d) Net income and/or net income growth;


 


(e) Earnings per share and/or earnings per share growth;


 


(f) Total shareholder return and/or total shareholder
return growth;


 


(g) Return on equity;


 


(h) Operating cash flow return on income;


 


(i) Adjusted operating cash flow return on income;


 


(j) Economic value added;


 


(k) Stock price; and


 


(l) Individual business objectives.


 


“PERFORMANCE PERIOD”
means the period of service determined by the Committee, not to exceed five years, during which years of service or performance
is to be measured for Stock Awards or Stock Bonuses, if such Awards are restricted.


 


“PLAN” means this Amended &
Restated Ideal Power Inc. 2013 Equity Incentive Plan, as amended from time to time.


 


“PURCHASE PRICE” means
the price at which the Participant of a Stock Award may purchase the Shares.


 


“SHARES” means shares
of the Company’s Common Stock reserved for issuance under this Plan, as adjusted pursuant to Sections 3 and 18, and any successor
security.


 






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“STOCK AWARD” means
an award of Shares pursuant to Section 7.


 


“STOCK BONUS” means
an award of Shares or rights to receive Shares pursuant to Section 8.


 


“SUBSIDIARY” means any
corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other
than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.


 


“TERMINATION” or “TERMINATED”
means, for purposes of this Plan with respect to a Participant, that the Participant has for any reason ceased to provide services as
an employee, officer, director, consultant, independent contractor or advisor to the Company or a Parent or Subsidiary of the Company.
An employee will not be deemed to have ceased to provide services in the case of (i) sick leave, (ii) military leave, or (iii) any
other leave of absence approved by the Company, provided that such leave is for a period of not more than 90 days, unless reemployment
upon the expiration of such leave is guaranteed by contract or statute or unless provided otherwise pursuant to a formal policy adopted
from time to time by the Company and issued and promulgated to employees in writing. In the case of any employee on an approved leave
of absence, the Committee may make such provisions respecting suspension of vesting of the Award while on leave from the employ of the
Company or a Subsidiary as it may deem appropriate, except that in no event may an Option be exercised after the expiration of the term
set forth in the Option agreement. The Committee will have sole discretion to determine whether a Participant has ceased to provide services
and the effective date on which the Participant ceased to provide services (the “Termination Date”).


 


3.     SHARES SUBJECT TO THE PLAN.


 


3.1   Number of Shares Available.
Subject to Sections 3.2, 3.3 and 18, the total aggregate number of Shares reserved and available for grant and issuance pursuant
to this Plan, shall be 1,058,999 Shares and will include Shares that are subject to: (a) issuance upon exercise of an Option but
cease to be subject to such Option for any reason other than exercise of such Option; (b) an Award granted hereunder but forfeited
or repurchased by the Company at the original issue price; and (c) an Award that otherwise terminates without Shares being issued.
At all times the Company shall reserve and keep available a sufficient number of Shares as shall be required to satisfy the requirements
of all outstanding Options granted under this Plan and all other outstanding but unvested Awards granted under this Plan.


 


3.2   [RESERVED]


 


3.3   Adjustment of Shares.
In the event that the number of outstanding shares of Common Stock is changed by a stock dividend, recapitalization, stock split, reverse
stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company without consideration,
then (a) the number of Shares reserved for issuance under this Plan, (b) the Exercise Prices of and number of Shares subject
to outstanding Options, and (c) the number of Shares subject to other outstanding Awards will be proportionately adjusted, subject
to any required action by the Board or the shareholders of the Company and compliance with applicable securities laws; provided, however,
that fractions of a Share will not be issued but will either be replaced by a cash payment equal to the Fair Market Value of such fraction
of a Share or will be rounded up to the nearest whole Share, as determined by the Committee.


 


4.     ELIGIBILITY.


 


ISOs (as defined in Section 6 below) may
be granted only to employees (including officers and directors who are also employees) of the Company or of a Parent or Subsidiary of
the Company. All other Awards may be granted to employees, officers, directors, consultants, independent contractors and advisors of the
Company or any Parent or Subsidiary of the Company, provided such consultants, independent contractors and advisors are natural persons
who render bona-fide services not in connection with the offer and sale of securities in a capital-raising transaction or promotion of
the Company’s securities. A person may be granted more than one Award under this Plan.


 






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5.     ADMINISTRATION.


 


5.1     Committee.


 


(a)   The Plan shall be administered
and interpreted by a Committee consisting of two or more members of the Board. So long as the Company has a class of its equity securities
registered under Section 12 of the Exchange Act, any Committee administering the Plan will consist solely of two or more members
of the Board who are “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act and, if the Board
so determines in its sole discretion, who are “outside directors” within the meaning of Section 162(m) of the Code.
To the extent consistent with corporate law, the Committee may delegate to any officers of the Company the duties, power and authority
of the Committee under the Plan pursuant to such conditions or limitations as the Committee may establish; provided, however, that only
the Committee may exercise such duties, power and authority with respect to Participants who are subject to Section 16 of the Exchange
Act.


 


(b)   Members of the Committee
may resign at any time by delivering written notice to the Board. The Board shall fill vacancies in the Committee. The Committee shall
act by a majority of its members in office. The Committee may act either by vote at a meeting or by a memorandum or other written instrument
signed by a majority of the Committee.


 


(c)   If the Board, in its discretion,
does not appoint a Committee, the Board itself will administer and interpret the Plan and take such other actions as the Committee is
authorized to take hereunder; provided that the Board may take such actions hereunder in the same manner as the Board may take other actions
under the Certificate of Formation and bylaws of the Company generally.


 


5.2   Committee Authority. Without limitation,
the Committee will have the authority to:


 


(a) construe and interpret this Plan, any Award Agreement
and any other agreement or document executed pursuant to this Plan;


 


(b) prescribe, amend and rescind rules and regulations
relating to this Plan or any Award;


 


(c) select persons to receive Awards;


 


(d) determine the form and terms of Awards;


 


(e) determine the number of Shares or other consideration
subject to Awards;


 


(f) determine whether Awards will be granted singly,
in combination with, in tandem with, in replacement of, or as alternatives to, other Awards under this Plan or any other incentive or
compensation plan of the Company or any Parent or Subsidiary of the Company;


 


(g) grant waivers of Plan or Award conditions;


 


(h) determine the vesting, exercisability and payment
of Awards;


 


(i) correct any defect, supply any omission or reconcile
any inconsistency in this Plan, any Award or approve, amend or terminate any Award Agreement;


 


(j) determine whether an Award has been earned; and


 


(k) make all other determinations necessary or advisable
for the administration of this Plan.


 


5.3   Committee Discretion.
Any determination made by the Committee with respect to any Award will be made at the time of grant of the Award or, unless in contravention
of any express term of this Plan or Award, at any later time, and such determination will be final and binding on the Company and on all
persons having an interest in any Award under this Plan. The Committee may delegate to one or more officers of the Company the authority
to grant an Award under this Plan to Participants who are not Insiders of the Company. No member of the Committee shall be personally
liable for any action taken or decision made in good faith relating to this Plan, and all members of the Committee shall be fully protected
and indemnified to the fullest extent permitted under applicable law by the Company in respect to any such action, determination, or interpretation.


 






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6.     OPTIONS.


 


The Committee may grant Options to eligible persons
and will determine whether such Options will be Incentive Stock Options within the meaning of the Code (“ISO”) or Nonqualified
Stock Options (“NQSOs”), the number of Shares subject to the Option, the Exercise Price of the Option, the period during which
the Option may be exercised, and all other terms and conditions of the Option, subject to the following:


 


6.1   Form of Option Grant.
Each Option granted under this Plan will be evidenced by an Award Agreement which will expressly identify the Option as an ISO or an NQSO
(hereinafter referred to as the “Stock Option Agreement”), and will be in such form and contain such provisions (which need
not be the same for each Participant) as the Committee may from time to time approve, and which will comply with and be subject to the
terms and conditions of this Plan.


 


6.2   Date of Grant. The
date of grant of an Option will be the date on which the Committee makes the determination to grant such Option, unless otherwise specified
by the Committee. The Stock Option Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after
the granting of the Option.


 


6.3   Exercise Period. Options
may be exercisable within the times or upon the events determined by the Committee as set forth in the Stock Option Agreement governing
such Option; provided, however, that no Option will be exercisable after the expiration of 10 years from the date the Option is granted;
and provided further that no ISO granted to a person who directly or by attribution owns more than 10% of the total combined voting power
of all classes of stock of the Company or of any Parent or Subsidiary of the Company (“Ten Percent Shareholder”) will be exercisable
after the expiration of five years from the date the ISO is granted. The Committee also may provide for Options to become exercisable
at one time or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines,
provided, however, that in all events a Participant will be entitled to exercise an Option at the rate of at least 20% of the full number
of shares of the grant per year over five years from the date of grant, subject to reasonable conditions such as continued employment;
and further provided that an Option granted to a Participant who is an officer or director may become fully exercisable, subject to reasonable
conditions such as continued employment, at any time or during any period established by the Company.


 


6.4   Exercise Price. The
Exercise Price of an Option will be determined by the Committee when the Option is granted and may be not less than 100% of the Fair Market
Value of the Shares on the date of grant; provided that the Exercise Price of an ISO granted to a Ten Percent Shareholder will not be
less than 110% of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased may be made in accordance
with Section 9 of this Plan.


 


6.5   Method of Exercise.
Options may be exercised only by delivery to the Company of a written stock option exercise notice (the “Exercise Notice”)
in a form approved by the Committee, (which need not be the same for each Participant), stating the number of Shares being purchased,
the restrictions imposed on the Shares purchased under such Exercise Notice, if any, and such representations and agreements regarding
the Participant’s investment intent and access to information and other matters, if any, as may be required or desirable by the
Company to comply with applicable securities laws, together with payment in full of the Exercise Price for the number of Shares being
purchased.


 


6.6   Termination. Notwithstanding
the exercise periods set forth in the Stock Option Agreement, exercise of an Option will always be subject to the following:


 


(a)   If the Participant’s
service is Terminated for any reason except death or Disability, then the Participant may exercise such Participant’s Options only
to the extent that such Options would have been exercisable upon the Termination Date no later than 3 months after the Termination
Date (or such longer time period not exceeding five years as may be determined by the Committee, with any exercise beyond three months
after the Termination Date deemed to be an NQSO). Notwithstanding the foregoing, Participants who are members of the Board, but not employees
of the Company may exercise any of such Participant’s Options after such Participant’s Termination Date, provided that such
Options have not otherwise expired pursuant to the Stock Option Agreement governing such Option.


 






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(b)   If the Participant’s
service is Terminated because of the Participant’s death or Disability (or the Participant dies within three months after a
Termination other than for Cause or because of Participant’s Disability), then the Participant’s Options may be exercised
only to the extent that such Options would have been exercisable by the Participant on the Termination Date and must be exercised by the
Participant (or the Participant’s legal representative) no later than 12 months after the Termination Date (or such longer
time period not exceeding five years as may be determined by the Committee, with any such exercise beyond (i) three months
after the Termination Date when the Termination is for any reason other than the Participant’s death or Disability, or (ii) 12 months
after the Termination Date when the Termination is for Participant’s death or Disability, deemed to be an NQSO).


 


(c)   Notwithstanding the provisions
in Section 6.6(a) above, if the Participant’s service is Terminated for Cause, neither the Participant, the Participant’s
estate nor such other person who may then hold the Option shall be entitled to exercise any Option with respect to any Shares whatsoever,
after Termination, whether or not after Termination the Participant may receive payment from the Company or a Subsidiary for vacation
pay, for services rendered prior to Termination, for services rendered for the day on which Termination occurs, for salary in lieu of
notice, or for any other benefits. For the purpose of this paragraph, Termination shall be deemed to occur on the date when the Company
dispatches notice or advice to the Participant that his service is Terminated for Cause.


 


6.7   Limitations on Exercise.
The Committee may specify a reasonable minimum number of Shares that may be purchased on any exercise of an Option, provided that such
minimum number will not prevent the Participant from exercising the Option for the full number of Shares for which it is then exercisable.


 


6.8   Limitations on ISO.
The aggregate Fair Market Value (determined as of the date of grant) of Shares with respect to which ISO are exercisable for the first
time by a Participant during any calendar year (under this Plan or under any other incentive stock option plan of the Company, Parent
or Subsidiary of the Company) will not exceed $100,000. If the Fair Market Value of Shares on the date of grant with respect to which
ISO are exercisable for the first time by a Participant during any calendar year exceeds $100,000, then the Options for the first $100,000
worth of Shares to become exercisable in such calendar year will be ISO and the Options for the amount in excess of $100,000 that become
exercisable in that calendar year will be NQSOs. In the event that the Code or the regulations promulgated thereunder are amended after
the Effective Date of this Plan to provide for a different limit on the Fair Market Value of Shares permitted to be subject to ISO, such
different limit will be automatically incorporated herein and will apply to any Options granted after the effective date of such amendment.


 


6.9   Modification, Extension
or Renewal. The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options in substitution therefore,
provided that any such action may not, without the written consent of a Participant, impair any of such Participant’s rights under
any Option previously granted. Any outstanding ISO that is modified, extended, renewed or otherwise altered will be treated in accordance
with Section 424(h) of the Code. The Committee may reduce the Exercise Price of outstanding Options without the consent of Participants
affected by a written notice to them; provided, however, that the Exercise Price may not be reduced below the minimum Exercise Price that
would be permitted under Section 6.4 of this Plan for Options granted on the date the action is taken to reduce the Exercise Price.


 


6.10   No Disqualification.
Notwithstanding any other provision in this Plan, no term of this Plan relating to ISO will be interpreted, amended or altered, nor will
any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of the Code or,
without the consent of the Participant affected, to disqualify any ISO under Section 422 of the Code.


 






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7.     STOCK AWARD.


 


A Stock Award is an offer by the Company to sell
to an eligible person Shares that may or may not be subject to restrictions. The Committee will determine to whom an offer will be made,
the number of Shares the person may purchase, the price to be paid (the “Purchase Price”), the restrictions to which the Shares
will be subject, if any, and all other terms and conditions of the Stock Award, subject to the following:


 


7.1   Form of Stock Award.
All purchases under a Stock Award made pursuant to this Plan will be evidenced by an Award Agreement (the “Stock Purchase Agreement”)
that will be in such form (which need not be the same for each Participant) as the Committee will from time to time approve, and will
comply with and be subject to the terms and conditions of this Plan. The offer of a Stock Award will be accepted by the Participant’s
execution and delivery of the Stock Purchase Agreement and payment for the Shares to the Company in accordance with the Stock Purchase
Agreement.


 


7.2   Purchase Price. The
Purchase Price of Shares sold pursuant to a Stock Award will be determined by the Committee on the date the Stock Award is granted and
may not be less than 100% of the Fair Market Value of the Shares on the grant date, except in the case of a sale to a Ten Percent Shareholder,
in which case the Purchase Price will be 110% of the Fair Market Value. Payment of the Purchase Price must be made in accordance with
Section 9 of this Plan.


 


7.3   Terms of Stock Awards.
Stock Awards may, but need not be, subject to such restrictions as the Committee may impose. These restrictions may be based upon completion
of a specified number of years of service with the Company or upon completion of Performance Factors set out in advance in the Participant’s
individual Stock Purchase Agreement. Stock Awards may vary from Participant to Participant and between groups of Participants. Prior to
the grant of a Stock Award subject to restrictions, the Committee shall: (a) determine the nature, length and starting date of any
Performance Period for the Stock Award; (b) select from among the Performance Factors to be used to measure performance goals, if
any; and (c) determine the number of Shares that may be awarded to the Participant. Prior to the transfer of any Stock Award, the
Committee shall determine the extent to which such Stock Award has been earned. Performance Periods may overlap and Participants may participate
simultaneously with respect to Stock Awards that are subject to different Performance Periods and have different performance goals and
other criteria.


 


7.4   Termination During Performance
Period. If a Participant is Terminated during a Performance Period for any reason, then any Stock Awards then held by the Participant
that have not vested will be terminated and forfeited.


 


8.     STOCK BONUSES.


 


8.1   Awards of Stock Bonuses.
A Stock Bonus is an award of Shares for services rendered to the Company or any Parent or Subsidiary of the Company or an award of rights
to receive shares upon one or more future dates or the occurrence of one or more future events. A Stock Bonus will be awarded pursuant
to an Award Agreement (the “Stock Bonus Agreement”) that will be in such form (which need not be the same for each Participant)
as the Committee will from time to time approve, and will comply with and be subject to the terms and conditions of this Plan. A Stock
Bonus or rights to receive Shares may be awarded for general excellence of service or may, in the case of rights to receive Shares, vest
and settle in Shares in connection with the future performance of services or achievement of such Performance Factors as are set out in
advance in the Participant’s individual Award Agreement that will be in such form (which need not be the same for each Participant)
as the Committee will from time to time approve, and will comply with and be subject to the terms and conditions of this Plan. Stock Bonuses
or rights to receive Shares may vary from Participant to Participant and between groups of Participants, and may be based upon the achievement
of the Company, Parent or Subsidiary and/or individual Performance Factors or upon such other criteria as the Committee may determine.


 


8.2   Terms of Stock Bonuses.
The Committee will determine the number of Shares to be awarded to the Participant. The Committee will: (a) determine the nature,
length and starting date of any Performance Period for each Stock Bonus; (b) select from among the Performance Factors to be used
to measure the performance, if any; and (c) determine the number of Shares that may be awarded to the Participant. Prior to the payment
of any Stock Bonus, the Committee shall determine the extent to which such Stock Bonuses have been earned. Performance Periods may overlap
and Participants may participate simultaneously with respect to Stock Bonuses that are subject to different Performance Periods and different
performance goals and other criteria. The number of Shares may be fixed or may vary in accordance with such performance goals and criteria
as may be determined by the Committee. The Committee may adjust the performance goals applicable to the Stock Bonuses to take into account
changes in law and accounting or tax rules and to make such adjustments as the Committee deems necessary or appropriate to reflect
the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships.


 






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8.3   Form of Payment.
The earned portion of a Stock Bonus may be paid to the Participant by the Company either currently or on a deferred basis, with such interest
or dividend equivalent, if any, as the Committee may determine. Payment of an interest or dividend equivalent (if any) may be made in
the form of cash or whole Shares or a combination thereof, either in a lump sum payment or in installments, all as the Committee will
determine.


 


9.     PAYMENT FOR SHARE PURCHASES.


 


Payment for Shares purchased pursuant to this
Plan (including Shares issued from the exercise of an Option) may be made in cash (by check or wire transfer) or, where expressly approved
for the Participant by the Committee and where permitted by law:


 


(a)   by cancellation of indebtedness
of the Company to the Participant;


 


(b)   by surrender of shares that
either: (1) have been owned by the Participant for more than six months and have been paid for within the meaning of Securities
and Exchange Commission Rule 144; or (2) were obtained by the Participant in the public market;


 


(c)   by waiver of compensation
due or accrued to the Participant for services rendered;


 


(d)  by having the Company withhold Shares
that would otherwise be issued on exercise of a Nonqualified Stock Option that have an aggregate Fair Market Value equal to the aggregate
exercise price of the shares being purchased under the Option;


 


(e)   with respect only to purchases
upon exercise of an Option, and provided that a public market for the Company’s stock exists:


 


(1)   through a “same
day sale” commitment from the Participant and a broker-dealer that is a member of the Financial Industry Regulatory Authority (a
 “FINRA Dealer”) whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased
to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price
directly to the Company; or


 


(2)   through a “margin”
commitment from the Participant and a FINRA Dealer whereby the Participant irrevocably elects to exercise the Option and to pledge the
Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise
Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company;
or


 


(f)   by any combination of the foregoing.


 


10.   WITHHOLDING TAXES.


 


10.1   Withholding Generally.
Whenever Shares are to be issued in satisfaction of Awards granted under this Plan, the Company may require the Participant to remit to
the Company an amount sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery of any certificate
or certificates for such Shares. Whenever, under this Plan, payments in satisfaction of Awards are to be made in cash, such payment will
be net of an amount sufficient to satisfy federal, state, and local withholding tax requirements.


 


10.2   Stock Withholding.
When, under applicable tax laws, a participant incurs tax liability in connection with the exercise or vesting of any Award that is subject
to tax withholding and the Participant is obligated to pay the Company the amount required to be withheld, the Committee may allow the
Participant to satisfy the minimum withholding tax obligation by electing to have the Company withhold from the Shares to be issued that
number of Shares having a Fair Market Value equal to the minimum amount required to be withheld, determined on the date that the amount
of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose will be made in accordance
with the requirements established by the Committee and will be in writing in a form acceptable to the Committee.


 






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11.   PRIVILEGES OF STOCK OWNERSHIP.


 


No Participant will have any of the rights of
a shareholder with respect to any Shares until the Shares are issued to the Participant. After Shares are issued to the Participant, the
Participant will be a shareholder and will have all the rights of a shareholder with respect to such Shares, including the right to vote
and receive all dividends or other distributions made or paid with respect to such Shares; provided, that if such Shares are issued pursuant
to a Stock Award with restrictions, then any new, additional or different securities the Participant may become entitled to receive with
respect to such Shares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of the Company
will be subject to the same restrictions as the Stock Award.


 


12.   NON-TRANSFERABILITY.


 


Awards of Shares granted under this Plan, and
any interest therein, will not be transferable or assignable by the Participant, and may not be made subject to execution, attachment
or similar process, other than by will or by the laws of descent and distribution. Awards of Options granted under this Plan, and any
interest therein, will not be transferable or assignable by the Participant, and may not be made subject to execution, attachment or similar
process, other than by will or by the laws of descent and distribution. During the lifetime of the Participant an Award will be exercisable
only by the Participant. During the lifetime of the Participant, any elections with respect to an Award may be made only by the Participant
unless otherwise determined by the Committee and set forth in the Award Agreement with respect to Awards that are not ISOs.


 


13.   CERTIFICATES.


 


All certificates for Shares or other securities
delivered under this Plan will be subject to such stop transfer orders, legends and other restrictions as the Committee may deem necessary
or advisable, including restrictions under any applicable federal, state or foreign securities law, or any rules, regulations and other
requirements of the Securities and Exchange Commission or any stock exchange or automated quotation system upon which the Shares may be
listed or quoted.


 


14.   ESCROW; PLEDGE OF SHARES.


 


To enforce any restrictions on a Participant’s
Shares, the Committee may require the Participant to deposit all certificates representing Shares, together with stock powers or other
instruments of transfer approved by the Committee appropriately endorsed in blank, with the Company or an agent designated by the Company
to hold in escrow until such restrictions have lapsed or terminated, and the Committee may cause a legend or legends referencing such
restrictions to be placed on the certificates.


 


15.   EXCHANGE AND BUYOUT OF AWARDS.


 


The Committee may, at any time or from time to
time, authorize the Company, with the consent of the respective Participants, to issue new Awards in exchange for the surrender and cancellation
of any or all outstanding Awards. The Committee may at any time buy from a Participant an Award previously granted with payment in cash,
Shares or other consideration, based on such terms and conditions as the Committee and the Participant may agree.


 


16.   SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.


 


16.1   Compliance with Securities
Laws in Conjunction with Grants of Awards. An Award will not be effective unless such Award is in compliance with all applicable federal
and state securities laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated
quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date of grant of the Award and also
on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue
or deliver certificates for Shares under this Plan prior to: (a) obtaining any approvals from governmental agencies that the Company
determines are necessary or advisable; and/or (b) completion of any registration or other qualification of such Shares under any
state or federal law or ruling of any governmental body that the Company determines to be necessary or advisable. The Company will be
under no obligation to register the Shares with the Securities and Exchange Commission or to effect compliance with the registration,
qualification or listing requirements of any state securities laws, stock exchange or automated quotation system, and the Company will
have no liability for any inability or failure to do so.


 






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16.2   Compliance with Securities
Laws in Conjunction with Exercise, Sale or Disposition of Award Securities. Participants understand that the sale or disposition (including
through exercise) of Options, the Shares acquired by exercise of the Options and the Shares granted as Stock Awards and Stock Bonuses
(collectively, the “Award Securities”) are subject to federal and state securities laws. As such, the sale or disposition
(including through the exercise of Options) of Award Securities may be restricted during certain periods (“Blackout Period”).
Participants agree that they will promptly notify the Company’s Chief Financial Officer or the Chairperson of the Committee of an
intent to exercise an Option or to sell or otherwise dispose of Award Securities and will not engage in the exercise, sale or other disposition
of Award Securities unless such exercise, sale or other disposition is approved in writing by the Company. If the Company is unable to
approve the exercise of an Option, and the Participant’s right to exercise the Option will expire or terminate during the Blackout
Period, the Committee will, in good faith, review the circumstances relating to the Option exercise and, in its discretion, may extend
the exercise period.


 


17.   NO OBLIGATION TO EMPLOY.


 


Nothing in this Plan or any Award granted under
this Plan will confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship
with, the Company or any Parent or Subsidiary of the Company or limit in any way the right of the Company or any Parent or Subsidiary
of the Company to terminate Participant’s employment or other relationship at any time, with or without cause.


 


18.   CORPORATE TRANSACTIONS.


 


18.1   Assumption or Replacement
of Awards by Successor. Unless an Award Agreement provides otherwise, in the event of (a) a dissolution or liquidation of the
Company, (b) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation
with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no
substantial change in the shareholders of the Company or their relative stock holdings and the Awards granted under this Plan are assumed,
converted or replaced by the successor corporation, which assumption will be binding on all Participants), (c) a merger in which
the Company is the surviving corporation but after which the shareholders of the Company immediately prior to such merger (other than
any shareholder that merges, or which owns or controls another corporation that merges, with the Company in such merger) cease to own
their shares or other equity interest in the Company, (d) the sale of substantially all of the assets of the Company, or (e) the
acquisition, sale, or transfer of more than 50% of the outstanding shares of the Company by tender offer or similar transaction, any or
all outstanding Awards may be assumed, converted or replaced by the successor corporation (if any), which assumption, conversion or replacement
will be binding on all Participants. In the alternative, the successor corporation may substitute equivalent Awards or provide substantially
similar consideration to Participants as was provided to shareholders (after taking into account the existing provisions of the Awards).
The successor corporation may also issue, in place of outstanding Shares of the Company held by the Participant, substantially similar
shares or other property subject to repurchase restrictions no less favorable to the Participant. In the event such successor corporation
(if any) refuses to assume or substitute Awards, as provided above, pursuant to a transaction described in this Subsection 18.1, (i) the
vesting of any or all Awards granted pursuant to this Plan will accelerate upon a transaction described in this Section 18 and (ii) any
or all Options granted pursuant to this Plan will become exercisable in full prior to the consummation of such event at such time and
on such conditions as the Committee determines. If such Options are not exercised prior to the consummation of the corporate transaction,
they shall terminate at such time as determined by the Committee. Notwithstanding anything to the contrary herein or in any Award Agreement,
in any assumptions or replacements of Stock Options, Stock Awards or Stock Bonuses that are subject to Section 409A of the Code,
the determination of equal or equivalent value shall be made in accordance with the provisions of Section 409A and related regulations.
Similarly, in any assumptions or replacements of ISOs, the determination of equal or equivalent value shall be made in accordance with
Section 424 of the Code and related regulations.


 






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18.2   Other Treatment of Awards.
Subject to any greater rights granted to Participants under the foregoing provisions of this Section 18, in the event of the occurrence
of any transaction described in Section 18.1, any outstanding Awards will be treated as provided in the applicable agreement or plan
of merger, consolidation, dissolution, liquidation, or sale of assets.


 


18.3   Assumption of Awards
by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted by another company, whether
in connection with an acquisition of such other company or otherwise, by either; (a) granting an Award under this Plan in substitution
of such other company’s award; or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed
award could be applied to an Award granted under this Plan. Such substitution or assumption will be permissible if the holder of the substituted
or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied the rules of this
Plan to such grant. In the event the Company assumes an award granted by another company, the terms and conditions of such award will
remain unchanged (except that the exercise price and the number and nature of Shares issuable upon exercise of any such option will be
adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company elects to grant a new Option rather
than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price.


 


19.   ADOPTION AND SHAREHOLDER APPROVAL.


 


This Plan became effective on the date on which
it was approved by the Company’s stockholders, which was June 16, 2021 (the “Effective Date”). Upon the Effective
Date, the Committee may grant Awards pursuant to this Plan. The Company sought and obtained shareholder approval of the Plan within 12 months
after the date this Plan was adopted by the Board; provided, however, if the Company had failed to obtain shareholder approval of the
Plan during such 12-month period, pursuant to Section 422 of the Code, any Option granted as an ISO at any time under the Plan would
not qualify as an ISO within the meaning of the Code and would be deemed to be an NQSO.


 


20.   TERM OF PLAN/GOVERNING LAW.


 


Unless earlier terminated as provided herein,
this Plan will terminate 10 years from the date this Plan is adopted by the Board or, if earlier, the date of shareholder approval.
This Plan and all agreements thereunder shall be governed by and construed in accordance with the laws of the State of Texas.


 


21.   AMENDMENT OR TERMINATION OF PLAN.


 


The Board may at any time terminate or amend this
Plan in any respect, including without limitation amendment of any form of Award Agreement or instrument to be executed pursuant to this
Plan; provided, however, that no amendments to the Plan will be effective without approval of the shareholders of the Company if shareholder
approval of the amendment is then required pursuant to Section 422 of the Code or the rules of any stock exchange or quotation
system on which the Common Stock is listed.


 


22.   NONEXCLUSIVITY OF THE PLAN.


 


Neither the adoption of this Plan by the Board,
the submission of this Plan to the shareholders of the Company for approval, nor any provision of this Plan will be construed as creating
any limitations on the power of the Board to adopt such additional compensation arrangements as it may deem desirable, including, without
limitation, the granting of stock options and bonuses otherwise than under this Plan, and such arrangements may be either generally applicable
or applicable only in specific cases.


 


23.   ACTION BY COMMITTEE.


 


Any action permitted or required to be taken by
the Committee or any decision or determination permitted or required to be made by the Committee pursuant to this Plan shall be taken
or made in the Committee’s sole and absolute discretion.


 






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