Exhibit
10.20


 


QUALIGEN
THERAPEUTICS, INC.


 


2020
STOCK INCENTIVE PLAN


 


As
adopted by the Board of Directors on April 8, 2020 (and as thereafter amended)


 


ARTICLE
1



PURPOSES OF THE PLAN; TERM


 


1.1
Purposes. The purposes of the Plan are (a) to enhance the Company’s ability to attract and retain the services of qualified
employees, officers, directors, consultants and other service providers upon whose judgment, initiative and efforts the successful
conduct and development of the Company’s business largely depends and (b) to provide additional incentives to such persons
or entities to devote their utmost effort and skill to the advancement and betterment of the Company, by providing them an opportunity
to participate in the ownership of the Company and thereby have an interest in the success and increased value of the Company.


 


1.2
Term. Unless earlier terminated as provided herein, this Plan will become effective on the Effective Date and will terminate
10 years from the Effective Date.


 


ARTICLE
2



DEFINITIONS


 


For
purposes of this Plan, terms not otherwise defined herein will have the meanings indicated below:


 


2.1
“Affiliate” means (i) any entity that, directly or indirectly, is controlled by, controls or is
under common control with, the Company and (ii) any entity in which the Company has a significant equity interest, in either case
as determined by the Committee, whether now or hereafter existing.


 


2.2
“Award” means any award under the Plan, including any Option, Restricted Stock, Stock Bonus, Stock
Appreciation Right, Restricted Stock Unit or Performance Awards.


 


2.3
“Award Agreement” means, with respect to each Award, the written or electronic agreement between
the Company and the Participant setting forth the terms and conditions of the Award, and country-specific appendix thereto for
grants to non-U.S. Participants, which will be in substantially a form (which need not be the same for each Participant) that
the Committee (or in the case of Award agreements that are not used for Insiders, the Committee’s delegate(s)) has from
time to time approved, and will comply with and be subject to the terms and conditions of this Plan.


 


2.4
“Board” means the Board of Directors of the Company.


 




    	 	 	 



     


    

 


2.5
“Cause” means termination of Service because of (a) any willful, material violation by the Participant
of any law or regulation applicable to the business of the Company or a Parent, Subsidiary or Affiliate of the Company, the Participant’s
conviction for or guilty plea to a felony or a crime involving moral turpitude or any willful perpetration by the Participant
of a common law fraud; (b) the Participant’s commission of an act of personal dishonesty which involves personal profit
in connection with the Company or any other entity having a business relationship with the Company; (c) any material breach by
the Participant of any provision of any agreement or understanding between the Company or any Parent, Subsidiary or Affiliate
of the Company and the Participant regarding the terms of the Participant’s Service, including the willful and continued
failure or refusal of the Participant to perform the material duties required of such Participant as an Employee, Officer, Director,
Non-Employee Director or Consultant of the Company or a Parent, Subsidiary or Affiliate of the Company, other than as a result
of having a Disability or a breach of any applicable invention assignment and confidentiality agreement or similar agreement between
the Company or a Parent, Subsidiary or Affiliate of the Company and the Participant; (d) Participant’s disregard of the
policies of the Company or any Parent, Subsidiary or Affiliate of the Company so as to cause loss, damage or injury to the property,
reputation or employees of the Company or a Parent, Subsidiary or Affiliate of the Company or (e) any other misconduct by the
Participant which is materially injurious to the financial condition or business reputation of or is otherwise materially injurious
to the Company or a Parent, Subsidiary or Affiliate of the Company. The determination as to whether a Participant is being terminated
for Cause will be made in good faith by the Company and will be final and binding on the Participant. The foregoing definition
does not in any way limit the Company’s ability to terminate a Participant’s employment or consulting relationship
at any time as provided in Section 13.11, and the term “Company” will be interpreted to include any Affiliate, Subsidiary
or Parent, as appropriate. Notwithstanding the foregoing, the foregoing definition of “Cause” may, in part or in whole,
be modified or replaced in each individual employment agreement or Award Agreement with any Participant, provided that such document
supersedes the definition provided in this Section 2.5.


 


2.6
“Common Stock” means the Common Stock, par value $0.001 per share, of the Company.


 


2.7
“Code” means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder.


 


2.8
“Committee” means the Board, the Compensation Committee of the Board or those persons to whom administration
of the Plan or part of the Plan has been delegated as permitted by law.


 


2.9
“Company” means Qualigen Therapeutics, Inc. or any successor corporation.


 


2.10
“Consultant” means any natural person, including an advisor or independent contractor, engaged by
the Company or a Parent, Subsidiary or Affiliate to render services to such entity.


 




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2.11
“Corporate Transaction” means the occurrence of any of the following events: (a) any “Person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined
in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the total
voting power represented by the Company’s then-outstanding voting securities; provided, however, that for purposes of this
clause (a) (i) the acquisition of additional securities by any one Person who is considered to own more than 50% of the total
voting power of the securities of the Company will not be considered a Corporate Transaction, and (ii) a Corporate Transaction
shall not be deemed to occur on account of the acquisition of securities of the Company in a transaction or series of related
transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities; (b)
the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (c) the
consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which
would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least 50% of the
total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately
after such merger or consolidation; (d) any other transaction which qualifies as a “corporate transaction” under Section
424(a) of the Code wherein the stockholders of the Company give up all of their equity interest in the Company (except for the
acquisition, sale or transfer of all or substantially all of the outstanding shares of the Company) or (e) a change in the effective
control of the Company that occurs on the date that a majority of members of the Board is replaced during any twelve (12) month
period by members of the Board whose appointment or election is not endorsed by a majority of the members of the Board before
the date of the appointment or election; provided, however, that for purposes of this clause (e), if any Person is considered
to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be
considered a Corporate Transaction. For purposes of this definition, Persons will be considered to be acting as a group if they
are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock or similar business transaction
with the Company. Notwithstanding the foregoing, to the extent that any amount constituting deferred compensation (as defined
in Section 409A of the Code) would become payable under this Plan by reason of a Corporate Transaction, such amount will become
payable only if the event constituting a Corporate Transaction would also qualify as a change in ownership or effective control
of the Company or a change in the ownership of a substantial portion of the assets of the Company, each as defined within the
meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations
and IRS guidance that has been promulgated or may be promulgated thereunder from time to time .


 


2.12
“Director” means a member of the Board.


 


2.13
“Disability” means in the case of incentive stock options, total and permanent disability as defined
in Section 22(e)(3) of the Code and in the case of other Awards, that the Participant is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can
be expected to last for a continuous period of not less than 12 months.


 


2.14
“Effective Date” means the date of adoption of this Plan by the Board.


 


2.15
“Employee” means any person, including Officers and Directors, providing services as an employee
to the Company or any Parent, Subsidiary or Affiliate. Neither service as a Director nor payment of a director’s fee by
the Company will be sufficient to constitute “employment” by the Company.


 


2.16
“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.


 




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2.17
“Exchange Program” means a program pursuant to which (a) outstanding Awards are surrendered, cancelled
or exchanged for cash, the same type of Award or a different Award (or combination thereof) or (b) the exercise price of an outstanding
Award is increased or reduced.


 


2.18
“Exercise Price” means, with respect to an Option, the price at which a holder may purchase the
Shares issuable upon exercise of an Option and with respect to a SAR, the price at which the SAR is granted to the holder thereof.


 


2.19
“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, its closing
price on the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted
to trading as reported in The Wall Street Journal or such other source as the Committee deems reliable; (b) if such Common Stock
is publicly traded but is neither listed nor admitted to trading on a national securities exchange, the average of the closing
bid and asked prices on the date of determination as reported in The Wall Street Journal or such other source as the Committee
deems reliable or (c) if none of the foregoing is applicable, by the Board or the Committee in good faith using any reasonable
method of evaluation in a manner consistent with the valuation principles under Section 409A of the Code.


 


2.20
“Insider” means an officer or director of the Company or any other person whose transactions in
the Company’s Common Stock are subject to Section 16 of the Exchange Act.


 


2.21
“IRS” means the United States Internal Revenue Service.


 


2.22
“Non-Employee Director” means a Director who is not an Employee of the Company or any Parent or
Subsidiary.


 


2.23
“Option” means an award of an option to purchase Shares pursuant to Article 4 or Article 10.


 


2.24
“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.


 


2.25
“Participant” means a person who holds an Award under this Plan.


 


2.26
“Performance Award” means cash or stock granted pursuant to Article 9 or Article 10.


 




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2.27
“Performance Factors” means any performance factors selected by the Committee and specified in an
Award Agreement, including, without limitation, the following factors, either individually, alternatively or in any combination,
applied to the Company as a whole or any business unit or Subsidiary, either individually, alternatively or in any combination,
on a GAAP or non-GAAP basis, and measured, to the extent applicable on an absolute basis or relative to a pre-established target,
to determine whether the performance goals established by the Committee with respect to applicable Awards have been satisfied:
(a) profit before tax; (b) billings; (c) revenue; (d) net revenue; (e) earnings (which may include earnings before interest and
taxes, earnings before taxes and net earnings); (f) operating income; (g) operating margin; (h) operating profit; (i) controllable
operating profit; (j) net operating profit; (k) net profit; (l) gross margin; (m) operating expenses or operating expenses as
a percentage of revenue; (n) net income; (o) earnings per share; (p) total stockholder return; (q) market share; (r) return on
assets or net assets; (s) the Company’s stock price; (t) growth in stockholder value relative to a pre-determined index;
(u) return on equity; (v) return on invested capital; (w) cash flow (including free cash flow or operating cash flows); (x) cash
conversion cycle; (y) economic value added; (z) individual confidential business objectives; (aa) contract awards or backlog;
(bb) overhead or other expense reduction; (cc) credit rating; (dd) strategic plan development and implementation; (ee) succession
plan development and implementation; (ff) improvement in workforce diversity; (gg) customer indicators; (hh) new product invention
or innovation; (ii) attainment of research and development milestones; (jj) improvements in productivity; (kk) bookings; (ll)
attainment of objective operating goals and employee metrics and (mm) any other metric that is capable of measurement as determined
by the Committee. The Committee may, in recognition of unusual or non-recurring items such as acquisition-related activities or
changes in applicable accounting rules, provide for one or more equitable adjustments (based on objective standards) to the Performance
Factors to preserve the Committee’s original intent regarding the Performance Factors at the time of the initial award grant.
It is within the sole discretion of the Committee to make or not make any such equitable adjustments.


 


2.28
“Performance Period” means the period of service determined by the Committee during which years
of service or performance is to be measured for the Award.


 


2.29
“Performance Share” means an Award granted pursuant to Article 9 or Article 10, the payment which
is contingent upon achieving certain performance goals established by the Committee.


 


2.30
“Performance Unit” means an Award granted pursuant to Article 9 or Article 10, the payment which
is contingent upon achieving certain performance goals established by the Committee.


 


2.31
“Permitted Transferee” means any child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law
(including adoptive relationships) of the Employee, any person sharing the Employee’s household (other than a tenant or
employee), a trust in which these persons (or the Employee) have more than 50% of the beneficial interest, a foundation in which
these persons (or the Employee) control the management of assets, and any other entity in which these persons (or the Employee)
own more than 50% of the voting interests.


 


2.32
“Plan” means this Qualigen Therapeutics, Inc. 2020 Stock Incentive Plan.


 


2.33
“Purchase Price” means the price to be paid for Shares acquired under the Plan, other than Shares
acquired upon exercise of an Option or SAR.


 


2.34
“Restricted Stock Award” means an award of Shares pursuant to Article 5 or Article 10 or issued
pursuant to the early exercise of an Option.


 


2.35
“Restricted Stock Unit” means an Award granted pursuant to Article 8 or Article 10.


 


2.36
“SEC” means the United States Securities and Exchange Commission.


 




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2.37
“Securities Act” means the United States Securities Act of 1933, as amended.


 


2.38
“Service” means service as an Employee, Consultant, Director or Non-Employee Director, to the Company
or a Parent, Subsidiary or Affiliate, subject to such further limitations as may be set forth in the Plan or the applicable Award
Agreement. An Employee will not be deemed to have ceased to provide Service in the case of (a) sick leave; (b) military leave
or (c) any other leave of absence approved by the Company; provided, that such leave is for a period of not more than 90 days
(x) unless reemployment upon the expiration of such leave is guaranteed by contract or statute or (y) unless provided otherwise
pursuant to 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 or a reduction in hours worked (for illustrative purposes only, a change
in schedule from that of full-time to part-time), the Committee may make such provisions respecting suspension of or modification
of vesting of the Award while on leave from the employ of the Company or a Parent, Subsidiary or Affiliate or during such change
in working hours as it may deem appropriate, except that in no event may an Award be exercised after the expiration of the term
set forth in the applicable Award Agreement. In the event of military leave, if required by applicable laws, vesting will continue
for the longest period that vesting continues under any other statutory or Company approved leave of absence and, upon a Participant’s
returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform
Services Employment and Reemployment Rights Act), he or she will be given vesting credit with respect to Awards to the same extent
as would have applied had the Participant continued to provide services to the Company throughout the leave on the same terms
as he or she was providing Services immediately before such leave. An employee will have terminated employment as of the date
he or she ceases provide services (regardless of whether the termination is in breach of local employment laws or is later found
to be invalid) and employment will not be extended by any notice period or garden leave mandated by local law, provided however,
that a change in status from an employee to a consultant or advisor will not terminate the service provider’s Service, unless
determined by the Committee, in its discretion. 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.


 


2.39
“Shares” means shares of the Company’s Common Stock and the common stock of any successor
entity.


 


2.40
“Stock Appreciation Right” means an Award granted pursuant to Article 7 or Article 10.


 


2.41
“Stock Bonus” means an Award granted pursuant to Article 6 or Article 10.


 


2.42
“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.


 


2.43
“Treasury Regulations” means regulations promulgated by the United States Treasury Department.


 


2.44
“Unvested Shares” means Shares that have not yet vested or are subject to a right of repurchase
in favor of the Company (or any successor thereto).


 




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ARTICLE
3



PLAN SHARES


 


3.1
Number of Shares Available. Subject to Section 3.5 and Article 12 and any other applicable provisions hereof, the total number
of Shares reserved and available for grant and issuance pursuant to this Plan as of the date of adoption of the Plan by the Board,
is 101,428,918 Shares (equating to, after the May 22, 2020 reverse stock split, 4,057,157 Shares).


 


3.2
Lapsed, Returned Awards. Shares subject to Awards, and Shares issued under the Plan under any Award, will again be available
for grant and issuance in connection with subsequent Awards under this Plan to the extent such Shares: (a) are subject to issuance
upon exercise of an Option or SAR granted under this Plan but which cease to be subject to the Option or SAR for any reason other
than exercise of the Option or SAR; (b) are subject to Awards granted under this Plan that are forfeited or are repurchased by
the Company at the original issue price; (c) are subject to Awards granted under this Plan that otherwise terminate without such
Shares being issued; or (d) are surrendered pursuant to an Exchange Program. To the extent an Award under the Plan is paid out
in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the
Plan. Shares used to pay the exercise price of an Award or withheld to satisfy the tax withholding obligations related to an Award
will become available for future grant or sale under the Plan. For the avoidance of doubt, Shares that otherwise become available
for grant and issuance because of the provisions of this Section 3.2 will not include Shares subject to Awards that initially
became available because of the substitution clause in Section 12.2 hereof.


 


3.3
Minimum Share Reserve. At all times the Company will reserve and keep available a sufficient number of Shares as will be required
to satisfy the requirements of all outstanding Awards granted under this Plan.


 


3.4
Limitations; Eligibility. No more than 98,000,000 Shares will be issued pursuant to the exercise of ISOs. ISOs may be granted
only to Employees. All other Awards may be granted to Employees, Consultants, Directors and Non-Employee Directors; provided such
Consultants, Directors and Non-Employee Directors render bona fide services not in connection with the offer and sale of securities
in a capital-raising transaction.


 


3.5
Adjustment of Shares. If the number of outstanding Shares is changed by a stock dividend, extraordinary dividends or distributions
(whether in cash, shares or other property, other than a regular cash dividend) recapitalization, stock split, reverse stock split,
subdivision, combination, reclassification, spin-off or similar change in the capital structure of the Company without consideration,
then (a) the number of Shares reserved for issuance and future grant under the Plan set forth in Section 3.1, (b) the Exercise
Prices of and number of Shares subject to outstanding Options and SARs; (c) the number of Shares subject to other outstanding
Awards; (d) the maximum number of shares that may be issued as ISOs set forth in Section 3.4; and (e) the number of Shares that
may be granted as Awards to Non-Employee Directors as set forth in Article 10, will be proportionately adjusted, subject to any
required action by the Board or the stockholders of the Company and in compliance with applicable securities laws, provided that
fractions of a Share will not be issued.


 




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ARTICLE
4



OPTIONS


 


4.1
Options. An Option is the right but not the obligation to purchase a Share, subject to certain conditions, if applicable.
The Committee may grant Options to eligible Employees, Consultants and Directors and will determine whether such Options will
be Incentive Stock Options within the meaning of the Code (“ISOs”) or Nonqualified Stock Options (“NSOs”),
the number of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may vest and
be exercised, and all other terms and conditions of the Option.


 


4.2
Option Grant. Each Option granted under this Plan will identify the Option as an ISO or an NSO. An Option may be, but need
not be, awarded upon satisfaction of such Performance Factors during any Performance Period as are set out in advance in the Participant’s
individual Award Agreement. If the Option is being earned upon the satisfaction of Performance Factors, then the Committee will:
(a) determine the nature, length and starting date of any Performance Period for each Option and (b) select from among the Performance
Factors to be used to measure the performance, if any. Performance Periods may overlap and Participants may participate simultaneously
with respect to Options that are subject to different performance goals and other criteria.


 


4.3
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 or a specified future date. The Award Agreement and a copy of this Plan will be delivered to the Participant within a reasonable
time after the granting of the Option.


 


4.4
Exercise Period. Options may be vested and exercisable within the times or upon the conditions as set forth in the Award 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, at the time the ISO is granted, 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 Stockholder”) 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.


 


4.5
Exercise Price. The Exercise Price of an Option will be determined by the Committee when the Option is granted, provided that
(a) the Exercise Price of an Option will be not less than 100% of the Fair Market Value of the Shares on the date of grant and
(b) the Exercise Price of any ISO granted to a Ten Percent Stockholder 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 13.1 and the Award Agreement
and in accordance with any procedures established by the Company.





 




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4.6
Method of Exercise. Any Option granted hereunder will be vested and exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Committee and set forth in the Award Agreement. An Option may not be
exercised for a fraction of a Share. An Option will be deemed exercised when the Company receives: (a) notice of exercise (in
such form as the Committee may specify from time to time) from the person entitled to exercise the Option (and/or via electronic
execution through the authorized third party administrator) and (b) full payment for the Shares with respect to which the Option
is exercised (together with applicable withholding taxes). Full payment may consist of any consideration and method of payment
authorized by the Committee and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be
issued in the name of the Participant. Until the Shares are issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a
stockholder will exist with respect to the Shares, notwithstanding the exercise of the Option. The Company will issue (or cause
to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for
which the record date is before the date the Shares are issued, except as provided in Section 3.5. Exercising an Option in any
manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by
the number of Shares as to which the Option is exercised.


 


4.7
Termination of Service. If the Participant’s Service terminates for any reason except for Cause or the Participant’s
death or Disability, then the Participant may exercise such Participant’s Options only to the extent that such Options would
have been exercisable by the Participant on the date Participant’s Service terminates and no later than three (3) months
after the date Participant’s Service terminates (or such shorter or longer time period as may be determined by the Committee,
with any exercise beyond three (3) months after the date Participant’s Service terminates deemed to be the exercise of an
NSO), but in any event no later than the expiration date of the Options. If the Participant’s Service terminates because
of the Participant’s death (or the Participant dies within three (3) months after Participant’s Service terminates
other than for Cause or because of the 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 date Participant’s Service terminates
and must be exercised by the Participant’s legal representative or authorized assignee no later than twelve (12) months
after the date Participant’s Service terminates (or such shorter time period or longer time period as may be determined
by the Committee), but in any event no later than the expiration date of the Options. If the Participant’s Service terminates
because of the 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 date Participant’s Service terminates and must be exercised
by the Participant (or the Participant’s legal representative or authorized assignee) no later than twelve (12) months after
the date Participant’s Service terminates (or such shorter or longer time period as may be determined by the Committee,
with any exercise beyond (a) three (3) months after the date Participant’s Service terminates when the termination of Service
is for a Disability that is not a “permanent and total disability” as defined in Section 22(e)(3) of the Code or (b)
twelve (12) months after the date Participant’s Service terminates when the termination of Service is for a Disability that
is a “permanent and total disability” as defined in Section 22(e)(3) of the Code, deemed to be exercise of an NSO),
but in any event no later than the expiration date of the Options. If the Participant is terminated for Cause, then Participant’s
Options will expire on such Participant’s date of termination of Service or at such later time and on such conditions as
are determined by the Committee, but in any no event later than the expiration date of the Options. Unless otherwise provided
in the Award Agreement, Cause will have the meaning set forth in the Plan.


 


4.8
Limitations on Exercise. The Committee may specify a minimum number of Shares that may be purchased on any exercise of an
Option, provided that such minimum number will not prevent any Participant from exercising the Option for the full number of Shares
for which it is then exercisable.


 




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4.9
Limitations on ISOs. With respect to Awards granted as ISOs, to the extent that the aggregate Fair Market Value of the Shares
with respect to which such ISOs are exercisable for the first time by the Participant during any calendar year (under all plans
of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as
NSOs. For purposes of this Section 4.9, ISOs will be taken into account in the order in which they were granted. The Fair Market
Value of the Shares will be determined as of the time the Option with respect to such Shares is granted. In the event that the
Code or the regulations promulgated thereunder are amended after the Effective Date to provide for a different limit on the Fair
Market Value of Shares permitted to be subject to ISOs, such different limit will be automatically incorporated herein and will
apply to any Options granted after the effective date of such amendment.


 


4.10
Modification, Extension or Renewal. The Committee may modify, extend or renew outstanding Options and authorize the grant
of new Options in substitution therefor, 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. Subject to Section 13.8, by written
notice to affected Participants, the Committee may reduce the Exercise Price of outstanding Options without the consent of such
Participants; provided, however, that the Exercise Price may not be reduced below the Fair Market Value on the date
the action is taken to reduce the Exercise Price.


 


4.11
No Disqualification. Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs 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.


 


ARTICLE
5


 




RESTRICTED STOCK AWARDS


 


5.1
Restricted Stock Awards. A Restricted Stock Award is an offer by the Company to sell to an eligible Employee, Consultant or
Director Shares that are subject to restrictions (“Restricted Stock”). The Committee will determine
to whom an offer will be made, the number of Shares the Participant may purchase, the Purchase Price, the restrictions under which
the Shares will be subject and all other terms and conditions of the Restricted Stock Award, subject to the Plan.


 


5.2
Restricted Stock Purchase Agreement. All purchases under a Restricted Stock Award will be evidenced by an Award Agreement.
Except as may otherwise be provided in an Award Agreement, a Participant accepts a Restricted Stock Award by signing and delivering
to the Company an Award Agreement with full payment of the Purchase Price, within 30 days from the date the Award Agreement was
delivered to the Participant. If the Participant does not accept such Award within 30 days, then the offer of such Restricted
Stock Award will terminate, unless the Committee determines otherwise.


 


5.3
Purchase Price. The Purchase Price for a Restricted Stock Award will be determined by the Committee and may be less than Fair
Market Value on the date the Restricted Stock Award is granted. Payment of the Purchase Price must be made in accordance with
Section 13.1, the Award Agreement and any procedures established by the Company.


 




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5.4
Terms of Restricted Stock Awards. Restricted Stock Awards will be subject to such restrictions as the Committee may impose
or are required by law. These restrictions may be based on completion of a specified number of years of service with the Company
or upon completion of Performance Factors, if any, during any Performance Period as set out in advance in the Participant’s
Award Agreement. Before the grant of a Restricted Stock Award, the Committee will: (a) determine the nature, length and starting
date of any Performance Period for the Restricted 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. Performance Periods may
overlap and a Participant may participate simultaneously with respect to Restricted Stock Awards that are subject to different
Performance Periods and having different performance goals and other criteria.


 


5.5
Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date
Participant’s Service terminates (unless determined otherwise by the Committee).


 


ARTICLE
6



STOCK BONUS AWARDS


 


6.1
Stock Bonus Awards. A Stock Bonus Award is an award to an eligible Employee, Consultant or Director of Shares for Services
to be rendered or for past Services already rendered to the Company or any Parent or Subsidiary. All Stock Bonus Awards will be
made pursuant to an Award Agreement. No payment from the Participant will be required for Shares awarded pursuant to a Stock Bonus
Award.


 


6.2
Terms of Stock Bonus Awards. The Committee will determine the number of Shares to be awarded to the Participant under a Stock
Bonus Award and any restrictions thereon. These restrictions may be based upon completion of a specified number of years of service
with the Company or upon satisfaction of performance goals based on Performance Factors during any Performance Period as set out
in advance in the Participant’s Stock Bonus Agreement. Before the grant of any Stock Bonus Award the Committee will: (a)
determine the nature, length and starting date of any Performance Period for the Stock Bonus Award; (b) select from among the
Performance Factors to be used to measure performance goals and (c) determine the number of Shares that may be awarded to the
Participant. Performance Periods may overlap and a Participant may participate simultaneously with respect to Stock Bonus Awards
that are subject to different Performance Periods and different performance goals and other criteria.


 


6.3
Form of Payment to Participant. Payment may be made in the form of cash, whole Shares or a combination thereof, based on the
Fair Market Value of the Shares earned under a Stock Bonus Award on the date of payment, as determined in the sole discretion
of the Committee.


 


6.4
Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date
Participant’s Service terminates (unless determined otherwise by the Committee).


 




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ARTICLE
7



STOCK APPRECIATION RIGHTS


 


7.1
Stock Appreciation Rights. A Stock Appreciation Right (“SAR”) is an award to an eligible Employee,
Consultant or Director that may be settled in cash or Shares (which may consist of Restricted Stock) having a value equal to (a)
the difference between the Fair Market Value on the date of exercise over the Exercise Price multiplied by (b) the number of Shares
with respect to which the SAR is being settled (subject to any maximum number of Shares that may be issuable as specified in an
Award Agreement). All SARs will be made pursuant to an Award Agreement.


 


7.2
Terms of SARs. The Committee will determine the terms of each SAR, including: (a) the number of Shares subject to the SAR;
(b) the Exercise Price and the time or times during which the SAR may be settled; (c) the consideration to be distributed on settlement
of the SAR and (d) the effect of the Participant’s termination of Service on each SAR. The Exercise Price of the SAR will
be determined by the Committee when the SAR is granted, and may not be less than Fair Market Value on the date of grant. A SAR
may be awarded upon satisfaction of Performance Factors, if any, during any Performance Period as are set out in advance in the
Participant’s individual Award Agreement. If the SAR is being earned upon the satisfaction of Performance Factors, then
the Committee will: (x) determine the nature, length and starting date of any Performance Period for each SAR and (y) select from
among the Performance Factors to be used to measure the performance, if any. Performance Periods may overlap and Participants
may participate simultaneously with respect to SARs that are subject to different Performance Factors and other criteria.


 


7.3
Exercise Period and Expiration Date. A SAR will be exercisable within the times or upon the occurrence of events determined
by the Committee and set forth in the Award Agreement governing such SAR. The SAR Agreement will set forth the expiration date;
provided that no SAR will be exercisable after the expiration of 10 years from the date the SAR is granted. The Committee may
also provide for SARs to become exercisable at one time or from time to time, periodically or otherwise (including upon the attainment
during a Performance Period of performance goals based on Performance Factors), in such number of Shares or percentage of the
Shares subject to the SAR as the Committee determines. Except as may be set forth in the Participant’s Award Agreement,
vesting ceases on the date Participant’s Service terminates (unless determined otherwise by the Committee). Notwithstanding
the foregoing, the rules of Section 4.7 also will apply to SARs.


 


7.4
Form of Settlement. Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an amount
determined by multiplying (a) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise
Price; times (b) the number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment
from the Company for the SAR exercise may be in cash, in Shares of equivalent value or in some combination thereof. The portion
of a SAR being settled may be paid currently or on a deferred basis with such interest or dividend equivalent, if any, as the
Committee determines, provided that the terms of the SAR and any deferral satisfy the requirements of Section 409A of the Code.


 


7.5
Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date
Participant’s Service terminates (unless determined otherwise by the Committee).


 




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ARTICLE
8



RESTRICTED STOCK UNITS


 


8.1
Restricted Stock Units. A Restricted Stock Unit (“RSU”) is an award to an eligible Employee, Consultant
or Director covering a number of Shares that may be settled in cash and/or by issuance of Shares (which may consist of Restricted
Stock). All RSUs will be made pursuant to an Award Agreement.


 


8.2
Terms of RSUs. The Committee will determine the terms of an RSU including: (a) the number of Shares subject to the RSU; (b)
the time or times during which the RSU may be settled; (c) the amount (including any minimum amount), nature (which may include
cash, Shares or a combination of both) and valuation of the consideration to be paid or distributed on settlement; (d) the effect
of the Participant’s termination of Service on each RSU; and (e) such other terms as the Committee may determine. An RSU
may be awarded upon satisfaction of such performance goals based on Performance Factors during any Performance Period as are set
out in advance in the Participant’s Award Agreement. If the RSU is being earned upon satisfaction of Performance Factors,
then the Committee will: (x) determine the nature, length and starting date of any Performance Period for the RSU; (y) select
from among the Performance Factors to be used to measure the performance, if any and (z) determine the number of Shares deemed
subject to the RSU. Performance Periods may overlap and participants may participate simultaneously with respect to RSUs that
are subject to different Performance Periods and different performance goals and other criteria.


 


8.3
Timing of Settlement. Payment of earned RSUs will be made as soon as practicable after the date(s) determined by the Committee
and set forth in the Award Agreement. The Committee may permit a Participant to defer payment under a RSU to a date or dates after
the RSU is earned provided that the terms of the RSU and any deferral satisfy the requirements of Section 409A of the Code.


 


8.4
Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date
Participant’s Service terminates (unless determined otherwise by the Committee).


 


ARTICLE
9



PERFORMANCE AWARDS


 


9.1
Performance Awards. A Performance Award is an award to an eligible Employee, Consultant or Director of a cash bonus or an
award of Performance Shares or Performance Units denominated in Shares that may be settled in cash or by issuance of those Shares
(which may consist of Restricted Stock). Grants of Performance Awards will be made pursuant to an Award Agreement.


 




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9.2
Types of Performance Awards. Performance Awards will include Performance Shares, Performance Units, and cash-based Awards
as set forth in Sections 9.2(a), 9.2(b), and 9.2(c) below.


 


(a)
Performance Shares. The Committee may grant Awards of Performance Shares, designate the Participants to whom Performance
Shares are to be awarded and determine the number of Performance Shares and the terms and conditions of each such Award. Performance
Shares will consist of a unit valued by reference to a designated number of Shares, the value of which may be paid to the Participant
by delivery of Shares or, if set forth in the instrument evidencing the Award, of such property as the Committee will determine,
including, without limitation, cash, Shares, other property, or any combination thereof, upon the attainment of performance goals,
as established by the Committee, and other terms and conditions specified by the Committee. The amount to be paid under an Award
of Performance Shares may be adjusted on the basis of such further consideration as the Committee will determine in its sole discretion.


 


(b)
Performance Units. The Committee may grant Awards of Performance Units, designate the Participants to whom Performance
Units are to be awarded and determine the number of Performance Units and the terms and conditions of each such Award. Performance
Units will consist of a unit valued by reference to a designated amount of property other than Shares, which value may be paid
to the Participant by delivery of such property as the Committee will determine, including, without limitation, cash, Shares,
other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other
terms and conditions specified by the Committee.


 


(c)
Cash Performance Awards. The Committee may also grant cash-based Performance Awards to Participants under the terms of
this Plan. Such awards will be based on the attainment of performance goals using the Performance Factors within this Plan that
are established by the Committee for the relevant performance period.


 


9.3
Terms of Performance Awards. The Committee will determine, and each Award Agreement will set forth, the terms of each Performance
Award including, without limitation: (a) the amount of any cash bonus; (b) the number of Shares deemed subject to Performance
Awards; (c) the Performance Factors and Performance Period that will determine the time and extent to which each Performance Award
will be settled; (d) the consideration to be distributed on settlement and (e) the effect of the Participant’s termination
of Service on each Performance Award. In establishing Performance Factors and the Performance Period the Committee will: (x) determine
the nature, length and starting date of any Performance Period; (y) select from among the Performance Factors to be used and (z)
determine the number of Shares deemed subject to the award of Performance Shares. Before settlement the Committee will determine
the extent to which Performance Awards have been earned. Performance Periods may overlap and Participants may participate simultaneously
with respect to Performance Awards that are subject to different Performance Periods and different performance goals and other
criteria.


 


9.4
Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on the date
Participant’s Service terminates (unless determined otherwise by the Committee).


 




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ARTICLE
10



GRANTS TO NON-EMPLOYEE DIRECTORS


 


10.1
Grants To Non-Employee Directors. Non-Employee Directors are eligible to receive any type of Award offered under this Plan
except ISOs. Awards pursuant to this Article 10 may be automatically made pursuant to policy adopted by the Board or made from
time to time as determined in the discretion of the Board. The aggregate number of Shares subject to Awards granted to a Non-Employee
Director pursuant to this Article 10 in any calendar year taken together with any cash fees paid by the Company to such Non-Employee
Director during such calendar year, will not exceed $5,000,000 (calculating the value of any Award based on the grant date fair
value of such Award for financial reporting purposes), provided, however, that this maximum number can later be increased by the
Board effective for the calendar year next commencing thereafter without further stockholder approval.


 


10.2
Eligibility. Awards pursuant to this Article 10 will be granted only to Non-Employee Directors. A Non-Employee Director who
is elected or re-elected as a member of the Board will be eligible to receive an Award under this Article 10.


 


10.3
Vesting, Exercisability and Settlement. Except as set forth in Article 12, Awards will vest, become exercisable and be settled
as determined by the Board. With respect to Options and SARs, the exercise price granted to Non-Employee Directors will not be
less than the Fair Market Value of the Shares at the time that such Option or SAR is granted.


 


10.4
Election to receive Awards in Lieu of Cash. If permitted by the Committee, a Non-Employee Director may elect to receive his
or her annual retainer payments and/or meeting fees from the Company in the form of cash or Awards or a combination thereof, as
determined by the Committee. Such Awards will be issued under the Plan. An election under this Section 10.4 will be filed with
the Company on the form prescribed by the Company.


 


ARTICLE
11



ADMINISTRATION OF THE PLAN


 


11.1
Committee Composition; Authority. This Plan will be administered by the Committee or by the Board acting as the Committee.
Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have
full power to implement and carry out this Plan, except, however, the Board will establish the terms for the grant of an Award
to Non-Employee Directors. 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 and conditions, not inconsistent
with the terms of the Plan, of any Award granted hereunder, including the exercise price, the time or times when Awards may vest
and be exercised (which may be based on performance criteria) or settled, any vesting acceleration or waiver of forfeiture restrictions,
the method to satisfy tax withholding obligations or any other tax liability legally due and any restriction or limitation regarding
any Award or the Shares relating thereto, based in each case on such factors as the Committee will determine; (e) determine the
number of Shares or other consideration subject to Awards; (f) determine the Fair Market Value in good faith and interpret the
applicable provisions of this Plan and the definition of Fair Market Value in connection with circumstances that impact the Fair
Market Value, if necessary; (g) 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; (h) grant waivers of Plan or Award conditions; (i) determine the vesting, exercisability and payment
of Awards; (j) correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement;
(k) determine whether an Award has been earned; (l) institute any Exchange Program and determine the terms and conditions thereof;
(m) reduce or waive any criteria with respect to Performance Factors; (n) adjust Performance Factors to take into account changes
in law and accounting or tax rules as the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual
items, events or circumstances to avoid windfalls or hardships; (o) adopt terms and conditions, rules and procedures (including
the adoption of any sub-plan under this Plan) relating to the operation and administration of the Plan to accommodate requirements
of local law and procedures outside of the United States; (p) to adopt or decline to adopt, amend or terminate any written plan
described in Section 83(i)(2)(C)(i)(II) of the Code under which in a calendar year not less than 80 percent of all employees who
provide services to the Company in the United States (or any possession of the United States) are granted stock options with the
same rights and privileges to receive qualified stock within the meaning of Section 83(i)(2)(A) or to take or decline to take
such other steps or actions as may be necessary to cause the Company to be an eligible corporation within the meaning of Section
83(i)(2)(C) with respect to any calendar year; (q) exercise negative discretion on Performance Awards, reducing or eliminating
the amount to be paid to Participants; (r) make all other determinations necessary or advisable for the administration of this
Plan and (s) delegate any of the foregoing to one or more officers, each of whom is also a Director, pursuant to a specific delegation
as permitted by applicable law, including Section 157(c) of the Delaware General Corporation Law, provided, however, that any
such delegation may only be with respect to Participants who are not Insiders.


 




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11.2
Committee Interpretation and Discretion. Any determination made by the Committee with respect to any Award will be made in
its sole discretion at the time of grant of the Award or, unless in contravention of any express term of the Plan or Award, at
any later time, and such determination will be final and binding on the Company and all persons having an interest in any Award
under the Plan. Any dispute regarding the interpretation of the Plan or any Award Agreement will be submitted by the Participant
or Company to the Committee for review. The resolution of such a dispute by the Committee will be final and binding on the Company
and the Participant. The Committee may delegate to one or more officers, each of whom is also a Director, the authority to review
and resolve disputes with respect to Awards held by Participants who are not Insiders, and such resolution will be final and binding
on the Company and the Participant.


 


11.3
Section 16 of the Exchange Act. Awards granted to Participants who are subject to Section 16 of the Exchange Act must be approved
by two or more “non-employee directors” (as defined in the regulations promulgated under Section 16 of the Exchange
Act). The Committee may adjust the performance goals to account for changes in law and accounting 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, including (a) restructurings, discontinued operations, extraordinary items, and other unusual
or non-recurring charges; (b) an event either not directly related to the operations of the Company or not within the reasonable
control of the Company’s management or (c) a change in accounting standards required by generally accepted accounting principles.


 


11.4
Documentation. The Award Agreement for a given Award, the Plan and any other documents may be delivered to, and accepted by,
a Participant or any other person in any manner (including electronic distribution or posting) that meets applicable legal requirements.


 




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11.5
Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws and
practices in other countries in which the Company and its Subsidiaries operate or have employees or other individuals eligible
for Awards, the Committee, in its sole discretion, will have the power and authority to: (a) determine which Subsidiaries and
Affiliates will be covered by the Plan; (b) determine which individuals outside the United States are eligible to participate
in the Plan, which may include individuals who provide services to the Company, Subsidiary or Affiliate under an agreement with
a foreign nation or agency; (c) modify the terms and conditions of any Award granted to individuals outside the United States
or foreign nationals to comply with applicable foreign laws, policies, customs and practices; (d) establish sub-plans and modify
exercise procedures and other terms and procedures, to the extent the Committee determines such actions to be necessary or advisable
(and such sub-plans and/or modifications will be attached to this Plan as appendices); provided, however, that no such sub-plans
and/or modifications will increase the share limitations contained in Section 3.1 or Section 3.4 hereof and (e) take any action,
before or after an Award is made, that the Committee determines to be necessary or advisable to obtain approval or comply with
any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Committee may not take any actions
hereunder, and no Awards will be granted, that would violate the Exchange Act or any other applicable United States securities
law, the Code or any other applicable United States governing statute or law.


 


ARTICLE
12



CORPORATE TRANSACTIONS


 


12.1
Assumption or Replacement of Awards by Successor. In the event of a Corporate Transaction, any or all outstanding Awards may
be assumed or replaced by the successor corporation, which assumption 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 stockholders (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 or acquiring corporation
(if any) refuses to assume, convert, replace or substitute Awards, as provided above, pursuant to a Corporate Transaction, then
notwithstanding any other provision in this Plan to the contrary, unless provided otherwise in an Award Agreement, such Awards
will have their vesting accelerate as to all shares subject to such Award (and any applicable right of repurchase fully lapse)
immediately before the Corporate Transaction. In addition, in the event such successor or acquiring corporation (if any) refuses
to assume, convert, replace or substitute Awards, as provided above, pursuant to a Corporate Transaction, the Committee will notify
the Participant in writing or electronically that such Award will be exercisable for a period of time determined by the Committee
in its sole discretion, and such Award will terminate upon the expiration of such period. The Committee shall have the discretion
to provide in each Award Agreement the terms and conditions applicable to such Award upon the occurrence of a Corporation Transaction.
Awards need not be treated similarly in a Corporate Transaction and the terms and conditions in an Award Agreement shall have
precedence over the provisions set forth in this Section 12.1.


 


12.2
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 Purchase Price or the Exercise
Price, as the case may be, and the number and nature of Shares issuable upon exercise or settlement of any such Award will be
adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company elects to grant a new Option in substitution
rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price. Substitute Awards
will not reduce the number of Shares authorized for grant under the Plan or authorized for grant to a Participant in a calendar
year.


 




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ARTICLE
13



MISCELLANEOUS


 


13.1
Payment For Share Purchases. Payment from a Participant for Shares purchased pursuant to this Plan may be made in cash or
by check or, where expressly approved for the Participant by the Committee and where permitted by law (and to the extent not otherwise
set forth in the applicable Award Agreement): (a) by cancellation of indebtedness of the Company to the Participant; (b) by surrender
of shares of the Company held by the Participant that have a Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said Award will be exercised or settled; (c) by waiver of compensation due or accrued
to the Participant for services rendered or to be rendered to the Company or a Parent or Subsidiary of the Company; (d) by consideration
received by the Company pursuant to a broker-assisted or other form of cashless exercise program implemented by the Company in
connection with the Plan; (e) by any combination of the foregoing or (f) by any other method of payment as is permitted by applicable
law.


 


13.2
Withholding Taxes. Whenever Shares are to be issued in satisfaction of Awards granted under this Plan or the applicable tax
event occurs, the Company may require the Participant to remit to the Company or to the Parent or Subsidiary employing the Participant
an amount sufficient to satisfy applicable U.S. federal, state, local and international withholding tax requirements or any other
tax or social insurance liability legally due from the Participant before the delivery of Shares pursuant to exercise or settlement
of any Award. Whenever payments in satisfaction of Awards granted under this Plan are to be made in cash, such payment will be
net of an amount sufficient to satisfy applicable U.S. federal, state, local and international withholding tax or social insurance
requirements or any other tax liability legally due from the Participant. Unless otherwise determined by the Committee, the Fair
Market Value of the Shares will be determined as of the date that the taxes are required to be withheld. The Committee, or its
delegate(s), as permitted by applicable law, in its sole discretion and pursuant to such procedures as it may specify from time
to time and to limitations of local law, may require or permit a Participant to satisfy such tax withholding obligation or any
other tax liability legally due from the Participant, in whole or in part by paying cash, electing to have the Company withhold
otherwise deliverable cash or Shares having a Fair Market Value, delivering to the Company already-owned Shares having a Fair
Market Value, or withholding from the proceeds of the sale of otherwise deliverable Shares acquired pursuant to an Award either
through a voluntary sale or through a mandatory sale arranged by the Company. The Company may withhold or account for such tax
withholding obligations by considering applicable statutory withholding rates or other applicable withholding rates, including
up to the maximum permissible statutory tax rate for the applicable tax jurisdiction, to the extent consistent with applicable
laws.


 




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13.3
Transferability. Unless determined otherwise by the Committee, an Award may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or by the laws of descent or distribution. If the Committee makes
an Award transferable, including by instrument to an inter vivos or testamentary trust in which the Awards are to be passed to
beneficiaries upon the death of the trustor (settlor) or by gift or by domestic relations order to a Permitted Transferee, such
Award will contain such additional terms and conditions as the Committee deems appropriate. All Awards will be exercisable: (a)
during the Participant’s lifetime only by (i) the Participant or (ii) the Participant’s guardian or legal representative;
(b) after the Participant’s death, by the legal representative of the Participant’s heirs or legatees and (c) in the
case of all awards except ISOs, by a Permitted Transferee.


 


13.4
Voting and Dividends. No Participant will have any of the rights of a stockholder 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 stockholder and have all
the rights of a stockholder 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 Restricted Stock, 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 Restricted
Stock.


 


13.5
Restrictions on Shares. At the discretion of the Committee, any Award Agreement may provide that, in the event of Participant’s
termination of Service, the Company, or its assignee, shall have the right, exercisable at the discretion of the Committee, to
repurchase Shares acquired pursuant to an Award Agreement at any time on such terms as may be provided in the Award Agreement.
The terms upon which such repurchase right shall be exercisable (including but not limited to the period and procedure for exercise
and the timing and method of payment for the purchased Shares) shall be established by the Committee and set forth in the Award
Agreement. At the discretion of the Committee, any Award Agreement may provide that, in the event of a proposed transfer of Shares
acquired pursuant to an Award Agreement by the Participant, the transfer of any such Shares may be subject to rights of first
refusal by the Company, as may be provided in the Award Agreement.


 


13.6
Certificates. All Shares or other securities whether or not certificated, delivered under this Plan will be subject to such
stock transfer orders, legends and other restrictions as the Committee may deem necessary or advisable, including restrictions
under any applicable U.S. federal, state or foreign securities law or any rules, regulations and other requirements of the SEC
or any stock exchange or automated quotation system upon which the Shares may be listed or quoted and any non-U.S. exchange controls
or securities law restrictions to which the Shares are subject.


 


13.7
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.
Any Participant who is permitted to execute a promissory note as partial or full consideration for the purchase of Shares under
this Plan will be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure
the payment of the Participant’s obligation to the Company under the promissory note; provided, however, that the Committee
may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, the
Company will have full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant’s
Shares or other collateral. In connection with any pledge of the Shares, the Participant will be required to execute and deliver
a written pledge agreement in such form as the Committee will from time to time approve. The Shares purchased with the promissory
note may be released from the pledge on a pro rata basis as the promissory note is paid.


 




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13.8
Repricing; Exchange and Buyout of Awards. Without prior stockholder approval the Committee may (a) reprice Options or SARs
(and where such repricing is a reduction in the Exercise Price of outstanding Options or SARs, the consent of the affected Participants
is not required provided written notice is provided to them, notwithstanding any adverse tax consequences to them arising from
the repricing) and (b) with the consent of the respective Participants (unless not required pursuant to Section 4.10), pay cash
or issue new Awards in exchange for the surrender and cancellation of any, or all, outstanding Awards.


 


13.9
Deferrals. The Committee may determine that the delivery of Shares, payment of cash or a combination thereof upon the exercise,
vesting or settlement of all or a portion of any Award may be deferred and may establish programs and procedures for deferral
elections to be made by Participants. Deferrals by Participants will be made only in accordance with Section 409A of the Code.
Consistent with Section 409A of the Code, the Committee may provide for distributions while a Participant is providing Services
to the Company or any Parent or Subsidiary.


 


13.10
Securities Law and Other Regulatory Compliance. An Award will not be effective unless such Award is in compliance with all
applicable U.S. and foreign federal and state securities and exchange control 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
before: (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable and (b)
completion of any registration or other qualification of such Shares under any state or federal or foreign 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 SEC or to effect compliance with the registration, qualification or listing requirements of any foreign or
state securities laws, exchange control laws, stock exchange or automated quotation system, and the Company will have no liability
for any inability or failure to do so.


 


13.11
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, Subsidiary
or Affiliate or limit in any way the right of the Company or any Parent, Subsidiary or Affiliate to terminate Participant’s
employment or other relationship at any time.


 


13.12
Adoption and Stockholder Approval. This Plan will be subject to the approval of the Company’s stockholders, consistent
with applicable laws, within twelve (12) months after the date this Plan is adopted by the Board.


 


13.13
Governing Law. This Plan and all Awards granted hereunder will be granted by and construed in accordance with the laws of
the State of Delaware (excluding its conflict of law rules).


 




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13.14
Amendment or Termination of Plan. The Board may at any time terminate or amend this Plan in any respect, including amendment
of any form of Award Agreement or instrument to be executed pursuant to this Plan; provided, however, that the Board will not,
without the approval of the stockholders of the Company, amend this Plan in any manner that requires such stockholder approval;
provided further, that a Participant’s Award will be governed by the version of this Plan then in effect at the time such
Award was granted. No termination or amendment of the Plan will affect any then-outstanding Award unless expressly provided by
the Committee. In any event, no termination or amendment of the Plan or any outstanding Award may adversely affect any then outstanding
Award without the consent of the Participant, unless such termination or amendment is necessary to comply with applicable law,
regulation or rule.


 


13.15
Nonexclusivity of the Plan. Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders
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 the granting of stock awards and
bonuses otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific
cases.


 


13.16
Insider Trading Policy. Each Participant who receives an Award will comply with any policy adopted by the Company from time
to time covering transactions in the Company’s securities by Employees, officers and/or directors of the Company.


 


13.17
All Awards Subject to Company Clawback or Recoupment Policy. All Awards, subject to applicable law, will be subject to clawback
or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term
of Participant’s employment or other service with the Company that is applicable to executive officers, employees, directors
or other service providers of the Company, and in addition to any other remedies available under such policy and applicable law,
may require the cancellation of outstanding Awards and the recoupment of any gains realized with respect to Awards.


 


13.18
Electronic Delivery. Any reference herein to a “written” agreement or document will include any agreement or document
delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet
(or other shared electronic medium controlled by the Company to which the Participant has access).


 




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