Exhibit 10.3


 


 


 


 


 


 


 


 


 


 


 


INDIE SEMICONDUCTOR, INC.


 


2021 OMNIBUS EQUITY INCENTIVE PLAN


 


 


 


 


 


 


 


 


 


 


 


 


Effective June 10, 2021


 


Approved by Shareholders of
Thunder Bridge Acquisition II, Ltd. (the predecessor by mergers to indie Semiconductor, Inc.) on June 9, 2021


 




    


     


    

 


INDIE SEMICONDUCTOR, INC.

2021 OMNIBUS EQUITY INCENTIVE PLAN


 


Article
I

PURPOSE


 


The purpose of this indie Semiconductor,
Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”) is to benefit indie Semiconductor, Inc., a Delaware corporation
(the “Company”) and its stockholders, by assisting the Company and its subsidiaries to attract, retain and provide
incentives to key management employees, directors, and consultants of the Company and its Affiliates, and to align the interests of such
service providers with those of the Company’s stockholders. Accordingly, the Plan provides for the granting of Non-qualified Stock
Options, Incentive Stock Options, Restricted Stock Awards, Restricted Stock Unit Awards, Stock Appreciation Rights, Performance Stock
Awards, Performance Unit Awards, Unrestricted Stock Awards, Distribution Equivalent Rights or any combination of the foregoing.


 


Article
II

DEFINITIONS


 


The following definitions shall
be applicable throughout the Plan unless the context otherwise requires:


 


2.1 “Affiliate”
shall mean any corporation which, with respect to the Company, is a “subsidiary corporation” within the meaning of Section
424(f) of the Code or other entity in which the Company has a controlling interest in such entity or another entity which is part of a
chain of entities in which the Company or each entity has a controlling interest in another entity in the unbroken chain of entities ending
with the applicable entity.


 


2.2 “Award”
shall mean, individually or collectively, any Option, Restricted Stock Award, Restricted Stock Unit Award, Performance Stock Award, Performance
Unit Award, Stock Appreciation Right, Distribution Equivalent Right or Unrestricted Stock Award.


 


2.3 “Award
Agreement” shall mean a written agreement between the Company and the Holder with respect to an Award, setting forth the terms
and conditions of the Award, as amended.


 


2.4 “Board”
shall mean the Board of Directors of the Company.


 


2.5 “Base
Value” shall have the meaning given to such term in Section 14.2.


 






    


     


    

 


2.6 “Cause”
shall mean (i) if the Holder is a party to an employment or service agreement with the Company or an Affiliate which agreement defines
“Cause” (or a similar term), “Cause” shall have the same meaning as provided for in such agreement, or
(ii) for a Holder who is not a party to such an agreement, “Cause” shall mean termination by the Company or an Affiliate
of the employment (or other service relationship) of the Holder by reason of the Holder’s (A) intentional failure to perform reasonably
assigned duties, (B) dishonesty or willful misconduct in the performance of the Holder’s duties, (C) involvement in a transaction
which is materially adverse to the Company or an Affiliate, (D) breach of fiduciary duty involving personal profit, (E) willful violation
of any law, rule, regulation or court order (other than misdemeanor traffic violations and misdemeanors not involving misuse or misappropriation
of money or property), (F) commission of an act of fraud or intentional misappropriation or conversion of any asset or opportunity of
the Company or an Affiliate, or (G) material breach of any provision of the Plan or the Holder’s Award Agreement or any other written
agreement between the Holder and the Company or an Affiliate, in each case as determined in good faith by the Board, the determination
of which shall be final, conclusive and binding on all parties.


 


2.7 “Change
of Control” shall mean, except as otherwise provided in an Award Agreement, (i) for
a Holder who is a party to an employment or consulting agreement with the Company or an Affiliate which agreement defines “Change
of Control” (or a similar term), “Change of Control” shall have the same meaning as provided for in such agreement,
or (ii) for a Holder who is not a party to such an agreement, “Change of Control” shall mean the satisfaction of any
one or more of the following conditions (and the “Change of Control” shall be deemed to have occurred as of the first day
that any one or more of the following conditions shall have been satisfied):


 


(a) Any
person (as such term is used in paragraphs 13(d) and 14(d)(2) of the Exchange Act, hereinafter in this definition, “Person”),
other than the Company or an Affiliate or an employee benefit plan of the Company or an Affiliate, becomes the beneficial owner (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%)
of the combined voting power of the Company’s then outstanding securities;


 


(b) The
closing of a merger, consolidation or other business combination (a “Business Combination”) other than a Business Combination
in which holders of the Shares immediately prior to the Business Combination have substantially the same proportionate ownership of the
common stock or ordinary shares, as applicable, of the surviving corporation immediately after the Business Combination as immediately
before;


 


(c) The
closing of an agreement for the sale or disposition of all or substantially all of the Company’s assets to any entity that is not
an Affiliate;


 


(d) The
approval by the holders of shares of Shares of a plan of complete liquidation of the Company, other than a merger of the Company into
any subsidiary or a liquidation as a result of which persons who were stockholders of the Company immediately prior to such liquidation
have substantially the same proportionate ownership of shares of common stock or ordinary shares, as applicable, of the surviving corporation
immediately after such liquidation as immediately before; or


 






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(e) Within
any twenty-four (24) month period, the Incumbent Directors shall cease to constitute at least a majority of the Board or the board of
directors of any successor to the Company; provided, however, that any director elected to the Board, or nominated for election,
by a majority of the Incumbent Directors then still in office, shall be deemed to be an Incumbent Director for purposes of this paragraph
(e), but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or
threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of an individual, entity or “group” other than the Board (including, but not limited to, any such
assumption that results from paragraphs (a), (b), (c), or (d) of this definition).


 


Unless otherwise provided in
an applicable Award Agreement, solely for the purpose of determining the timing of any payments pursuant to any Award constituting a “deferral
of compensation” subject to Code Section 409A, a Change of Control shall be limited to a “change in the ownership of
the Company,” a “change in the effective control of the Company,” or a “change in the ownership of a substantial
portion of the assets of the Company” as such terms are defined in Section 1.409A-3(i)(5) of the U.S. Treasury Regulations.


 


2.8 “Code”
shall mean the United States of America Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall
be deemed to include any amendments or successor provisions to any section and any regulation under such section.


 


2.9 “Committee”
shall mean a committee comprised of two (2) or more members of the Board who are selected by the Board as provided in Section 4.1.


 


2.10 
“Company” shall have the meaning given to such term in the introductory paragraph, including any successor thereto.


 


2.11 “Consultant”
shall mean any natural person that provides bona fide services as an independent contractor and who qualifies as a consultant or advisor
under Instruction A.1.(a)(1) of Form S-8 of the Securities Act of 1933, as amended.


 


2.12 “Director”
shall mean a member of the Board or a member of the board of directors of an Affiliate, in either case, who is not an Employee.


 


2.13 “Distribution
Equivalent Right” shall mean an Award granted under Article XIII of the Plan which entitles the Holder to receive bookkeeping
credits, cash payments and/or Share distributions equal in amount to the distributions that would have been made to the Holder had the
Holder held a specified number of Shares during the period the Holder held the Distribution Equivalent Right.


 


2.14 “Distribution
Equivalent Right Award Agreement” shall mean a written agreement between the Company and a Holder with respect to a Distribution
Equivalent Right Award.


 






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2.15 
“Effective Date” shall mean June 10, 2021.


 


2.16 “Employee”
shall mean any employee, including any officer, of the Company or an Affiliate.


 


2.17 “Exchange
Act” shall mean the United States of America Securities Exchange Act of 1934, as amended.


 


2.18 “Fair
Market Value” shall mean, as of any specified date, the closing sales price of the Shares for such date (or, in the event that
the Shares are not traded on such date, on the immediately preceding trading date) on the NASDAQ Stock Market (“NASDAQ”),
as reported by NASDAQ, or such other domestic or foreign national securities exchange on which the Shares may be listed. If the Shares
are not listed on NASDAQ or on a national securities exchange, but are quoted on the OTC Bulletin Board or by the National Quotation Bureau,
the Fair Market Value of the Shares shall be the mean of the highest bid and lowest asked prices per Share for such date. If the Shares
are not quoted or listed as set forth above, Fair Market Value shall be determined by the Board in good faith by any fair and reasonable
means (which means may be set forth with greater specificity in the applicable Award Agreement). The Fair Market Value of property other
than Shares shall be determined by the Board in good faith by any fair and reasonable means consistent with the requirements of applicable
law.


 


2.19 “Family
Member” of an individual shall mean any child, stepchild, grandchild, parent, stepparent, 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,
any person sharing the Holder’s household (other than a tenant or employee of the Holder), a trust in which such persons have more
than fifty percent (50%) of the beneficial interest, a foundation in which such persons (or the Holder) control the management of assets,
and any other entity in which such persons (or the Holder) own more than fifty percent (50%) of the voting interests.


 


2.20 “Holder”
shall mean an Employee, Director or Consultant who has been granted an Award or any such individual’s beneficiary, estate or representative,
who has acquired such Award in accordance with the terms of the Plan, as applicable.


 


2.21 
“Incentive Stock Option” shall mean an Option which is intended by the Committee to constitute an “incentive
stock option” and conforms to the applicable provisions of Section 422 of the Code.


 


2.22 “Incumbent
Director” shall mean, with respect to any period of time specified under the Plan for purposes of determining whether or not
a Change of Control has occurred, the individuals who were members of the Board at the beginning of such period.


 


2.23 “Non-qualified
Stock Option” shall mean an Option which is not an Incentive Stock Option or which is designated as an Incentive Stock Option
but does not meet the applicable requirements of Section 422 of the Code.


 






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2.24 “Option”
shall mean an Award granted under Article VII of the Plan of an option to purchase Shares and shall include both Incentive Stock Options
and Non-qualified Stock Options.


 


2.25 “Option
Agreement” shall mean a written agreement between the Company and a Holder with respect to an Option.


 


2.26 “Performance
Criteria” shall mean the criteria selected by the Committee for purposes of establishing the Performance Goal(s) for a Holder
for a Performance Period.


 


2.27 “Performance
Goals” shall mean, for a Performance Period, the written goal or goals established by the Committee for the Performance Period
based upon the Performance Criteria, which may be related to the performance of the Holder, the Company or an Affiliate.


 


2.28 “Performance
Period” shall mean one or more periods of time, which may be of varying and overlapping durations, selected by the Committee,
over which the attainment of the Performance Goals shall be measured for purposes of determining a Holder’s right to, and the payment
of, a Performance Stock Award or a Performance Unit Award.


 


2.29 “Performance
Stock Award” or “Performance Stock” shall mean an Award granted under Article XII of the Plan under which,
upon the satisfaction of predetermined Performance Goals, Shares are paid to the Holder.


 


2.30 “Performance
Stock Agreement” shall mean a written agreement between the Company and a Holder with respect to a Performance Stock Award.


 


2.31 
“Performance Unit Award” or “Performance Unit” shall mean an Award granted under Article XI of the
Plan under which, upon the satisfaction of predetermined Performance Goals, a cash payment shall be made to the Holder, based on the number
of Units awarded to the Holder.


 


2.32 “Performance
Unit Agreement” shall mean a written agreement between the Company and a Holder with respect to a Performance Unit Award.


 


2.33 “Plan”
shall mean this indie Semiconductor, Inc. 2021 Omnibus Equity Incentive Plan, as amended from time to time, together with each of the
Award Agreements utilized hereunder.


 


2.34 “Restricted
Stock Award” and “Restricted Stock” shall mean an Award granted under Article VIII of the Plan of Shares,
the transferability of which by the Holder is subject to Restrictions.


 


2.35 “Restricted
Stock Agreement” shall mean a written agreement between the Company and a Holder with respect to a Restricted Stock Award.


 






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2.36 “Restricted
Stock Unit Award” and “RSUs” shall refer to an Award granted under Article X of the Plan under which, upon
the satisfaction of predetermined individual service-related vesting requirements, a payment in cash or Shares shall be made to the Holder,
based on the number of Units awarded to the Holder.


 


2.37 “Restricted
Stock Unit Agreement” shall mean a written agreement between the Company and a Holder with respect to a Restricted Stock Award.


 


2.38 
“Restriction Period” shall mean the period of time for which Shares subject to a Restricted Stock Award shall be subject
to Restrictions, as set forth in the applicable Restricted Stock Agreement.


 


2.39 “Restrictions”
shall mean the forfeiture, transfer and/or other restrictions applicable to Shares awarded to an Employee, Director or Consultant under
the Plan pursuant to a Restricted Stock Award and set forth in a Restricted Stock Agreement.


 


2.40 “Rule
16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act, as such may be amended
from time to time, and any successor rule, regulation or statute fulfilling the same or a substantially similar function.


 


2.41 “Shares”
or “Stock” shall mean the Class A common stock of the Company, par value $0.0001 per share.


 


2.42 “Stock
Appreciation Right” or “SAR” shall mean an Award granted under Article XIV of the Plan of a right, granted
alone or in connection with a related Option, to receive a payment equal to the increase in value of a specified number of Shares between
the date of Award and the date of exercise.


 


2.43 “Stock
Appreciation Right Agreement” shall mean a written agreement between the Company and a Holder with respect to a Stock Appreciation
Right.


 


2.44 “Tandem
Stock Appreciation Right” shall mean a Stock Appreciation Right granted in connection with a related Option, the exercise of
some or all of which results in termination of the entitlement to purchase some or all of the Shares under the related Option, all as
set forth in Article XIV.


 


2.45 
“Ten Percent Stockholder” shall mean an Employee who, at the time an Option is granted to him or her, owns shares possessing
more than ten percent (10%) of the total combined voting power of all classes of shares of the Company or of any parent corporation or
subsidiary corporation thereof (both as defined in Section 424 of the Code), within the meaning of Section 422(b)(6) of the Code.


 


2.46 “Termination
of Service” shall mean a termination of a Holder’s employment with, or status as a Director or Consultant of, the Company
or an Affiliate, as applicable, for any reason, including, without limitation, Total and Permanent Disability or death, except as provided
in Section 6.4. In the event Termination of Service shall constitute a payment event with respect to any Award subject to Code Section
409A, Termination of Service shall only be deemed to occur upon a “separation from service” as such term is defined under
Code Section 409A and applicable authorities.


 






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2.47 “Total
and Permanent Disability” of an individual shall mean the inability of such individual to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted
or can be expected to last for a continuous period of not less than twelve (12) months, within the meaning of Section 22(e)(3) of the
Code.


 


2.48 “Unit”
shall mean a bookkeeping unit, which represents such monetary amount as shall be designated by the Committee in each Performance Unit
Agreement, or represents one Share for purposes of each Restricted Stock Unit Award.


 


2.49 “Unrestricted
Stock Award” shall mean an Award granted under Article IX of the Plan of Shares which are not subject to Restrictions.


 


2.50 “Unrestricted
Stock Agreement” shall mean a written agreement between the Company and a Holder with respect to an Unrestricted Stock Award.


 


Article
III

EFFECTIVE DATE OF PLAN


 


The Plan shall be effective as
of the Effective Date, provided that the Plan is approved by the stockholders of the Company within twelve (12) months of such date.


 


Article
IV

ADMINISTRATION


 


4.1 Composition
of Committee. The Plan shall be administered by the Committee, which shall be appointed by the Board. If necessary, in the Board’s
discretion, to comply with Rule 16b-3 under the Exchange Act or relevant securities exchange or inter-dealer quotation service, the Committee
shall consist solely of two (2) or more Directors who are each (i) “non-employee directors” within the meaning of Rule 16b-3
and (ii) “independent” for purposes of any applicable listing requirements;. If a member of the Committee shall be eligible
to receive an Award under the Plan, such Committee member shall have no authority hereunder with respect to his or her own Award.


 


4.2 Powers.
Subject to the other provisions of the Plan, the Committee shall have the sole authority, in its discretion, to make all determinations
under the Plan, including but not limited to (i) determining which Employees, Directors or Consultants shall receive an Award, (ii) the
time or times when an Award shall be made (the date of grant of an Award shall be the date on which the Award is awarded by the Committee),
(iii) what type of Award shall be granted, (iv) the term of an Award, (v) the date or dates on which an Award vests, (vi) the form of
any payment to be made pursuant to an Award, (vii) the terms and conditions of an Award (including the forfeiture of the Award, and/or
any financial gain, if the Holder of the Award violates any applicable restrictive covenant thereof), (viii) the Restrictions under a
Restricted Stock Award, (ix) the number of Shares which may be issued under an Award, (x) Performance Goals applicable to any Award and
certification of the achievement of such goals, and (xi) the waiver of any Restrictions or Performance Goals, subject in all cases to
compliance with applicable laws. In making such determinations the Committee may take into account the nature of the services rendered
by the respective Employees, Directors and Consultants, their present and potential contribution to the Company’s (or the Affiliate’s)
success and such other factors as the Committee in its discretion may deem relevant.


 






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4.3 Additional
Powers. The Committee shall have such additional powers as are delegated to it under the other provisions of the Plan. Subject to
the express provisions of the Plan, the Committee is authorized to construe the Plan and the respective Award Agreements executed hereunder,
to prescribe such rules and regulations relating to the Plan as it may deem advisable to carry out the intent of the Plan, to determine
the terms, restrictions and provisions of each Award and to make all other determinations necessary or advisable for administering the
Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in any Award Agreement in the manner
and to the extent the Committee shall deem necessary, appropriate or expedient to carry it into effect. The determinations of the Committee
on the matters referred to in this Article IV shall be conclusive and binding on the Company and all Holders.


 


4.4 Committee
Action. Subject to compliance with all applicable laws, action by the Committee shall require the consent of a majority of the members
of the Committee, expressed either orally at a meeting of the Committee or in writing in the absence of a meeting. No member of the Committee
shall have any liability for any good faith action, inaction or determination in connection with the Plan.


 


Article
V

SHARES SUBJECT TO PLAN AND LIMITATIONS THEREON


 


5.1 Authorized
Shares and Award Limits. The Committee may from time to time grant Awards to one or more Employees, Directors and/or Consultants determined
by it to be eligible for participation in the Plan in accordance with the provisions of Article VI. Subject to Article XV, the aggregate
number of Shares that may be issued under the Plan shall not exceed ten million, three hundred sixty-eight thousand, seven hundred and
fifty (10,368,750) Shares. Shares shall be deemed to have been issued under the Plan solely to the extent actually issued and delivered
pursuant to an Award. To the extent that an Award lapses, expires, is canceled, is terminated unexercised or ceases to be exercisable
for any reason, or the rights of its Holder terminate, any Shares subject to such Award shall again be available for the grant of a new
Award. Notwithstanding any provision in the Plan to the contrary, the maximum number of Shares that may be subject to Awards of Incentive
Stock Options shall not be more than ten million, three hundred sixty-eight thousand, seven hundred and fifty (10,368,750) Shares (subject
to adjustment in the same manner as provided in Article XV with respect to Shares subject to Awards then outstanding).


 


5.2 Types
of Shares. The Shares to be issued pursuant to the grant or exercise of an Award may consist of authorized but unissued Shares, Shares
purchased on the open market or Shares previously issued and outstanding and reacquired by the Company.


 






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Article
VI

ELIGIBILITY AND TERMINATION OF SERVICE


 


6.1 Eligibility.
Awards made under the Plan may be granted solely to individuals who, at the time of grant, are Employees, Directors or Consultants. An
Award may be granted on more than one occasion to the same Employee, Director or Consultant, and, subject to the limitations set forth
in the Plan, such Award may include, a Non-qualified Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, an Unrestricted
Stock Award, a Distribution Equivalent Right Award, a Performance Stock Award, a Performance Unit Award, a Stock Appreciation Right, a
Tandem Stock Appreciation Right, or any combination thereof, and solely for Employees, an Incentive Stock Option.


 


6.2 Termination
of Service. Except to the extent inconsistent with the terms of the applicable Award Agreement and/or the provisions of Section 6.3
or 6.4, the following terms and conditions shall apply with respect to a Holder’s Termination of Service with the Company or an
Affiliate, as applicable:


 


(a) The
Holder’s rights, if any, to exercise any then exercisable Options and/or Stock Appreciation Rights shall terminate:


 


(i) If
such termination is for a reason other than the Holder’s Total and Permanent Disability or death, ninety (90) days after the date
of such Termination of Service;


 


(ii) If
such termination is on account of the Holder’s Total and Permanent Disability, one (1) year after the date of such Termination of
Service; or


 


(iii) If
such termination is on account of the Holder’s death, one (1) year after the date of the Holder’s death.


 


Upon such applicable date the Holder (and such
Holder’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in or with respect
to any such Options and Stock Appreciation Rights. Notwithstanding the foregoing, the Committee, in its sole discretion, may provide for
a different time period in the Award Agreement, or may extend the time period, following a Termination of Service, during which the Holder
has the right to exercise any vested Non-qualified Stock Option or Stock Appreciation Right, which time period may not extend beyond the
expiration date of the Award term.


 


(b) In
the event of a Holder’s Termination of Service for any reason prior to the actual or deemed satisfaction and/or lapse of the Restrictions,
vesting requirements, terms and conditions applicable to a Restricted Stock Award and/or Restricted Stock Unit Award, such Restricted
Stock and/or RSUs shall immediately be canceled, and the Holder (and such Holder’s estate, designated beneficiary or other legal
representative) shall forfeit any rights or interests in and with respect to any such Restricted Stock and/or RSUs.


 






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6.3 Special
Termination Rule. Except to the extent inconsistent with the terms of the applicable Award Agreement, and notwithstanding anything
to the contrary contained in this Article VI, if a Holder’s employment with, or status as a Director of, the Company or an Affiliate
shall terminate, and if, within ninety (90) days of such termination, such Holder shall become a Consultant, such Holder’s rights
with respect to any Award or portion thereof granted thereto prior to the date of such termination may be preserved, if and to the extent
determined by the Committee in its sole discretion, as if such Holder had been a Consultant for the entire period during which such Award
or portion thereof had been outstanding. Should the Committee effect such determination with respect to such Holder, for all purposes
of the Plan, such Holder shall not be treated as if his or her employment or Director status had terminated until such time as his or
her Consultant status shall terminate, in which case his or her Award, as it may have been reduced in connection with the Holder’s
becoming a Consultant, shall be treated pursuant to the provisions of Section 6.2, provided, however, that any such Award which is intended
to be an Incentive Stock Option shall, upon the Holder’s no longer being an Employee, automatically convert to a Non-qualified Stock
Option. Should a Holder’s status as a Consultant terminate, and if, within ninety (90) days of such termination, such Holder shall
become an Employee or a Director, such Holder’s rights with respect to any Award or portion thereof granted thereto prior to the
date of such termination may be preserved, if and to the extent determined by the Committee in its sole discretion, as if such Holder
had been an Employee or a Director, as applicable, for the entire period during which such Award or portion thereof had been outstanding,
and, should the Committee effect such determination with respect to such Holder, for all purposes of the Plan, such Holder shall not be
treated as if his or her Consultant status had terminated until such time as his or her employment with the Company or an Affiliate, or
his or her Director status, as applicable, shall terminate, in which case his or her Award shall be treated pursuant to the provisions
of Section 6.2.


 


6.4 Termination
of Service for Cause. Notwithstanding anything in this Article VI or elsewhere in the Plan to the contrary, and unless a Holder’s
Award Agreement specifically provides otherwise, in the event of a Holder’s Termination of Service for Cause, all of such Holder’s
then outstanding Awards shall expire immediately and be forfeited in their entirety upon such Termination of Service.


 


Article
VII

OPTIONS


 


7.1 Option
Period. The term of each Option shall be as specified in the Option Agreement; provided, however, that except as set
forth in Section 7.3, no Option shall be exercisable after the expiration of ten (10) years from the date of its grant.


 


7.2 Limitations
on Exercise of Option. An Option shall be exercisable in whole or in such installments and at such times as specified in the Option
Agreement


 






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7.3 Special
Limitations on Incentive Stock Options. To the extent that the aggregate Fair Market Value (determined at the time the respective
Incentive Stock Option is granted) of Shares with respect to which Incentive Stock Options are exercisable for the first time by an individual
during any calendar year under all plans of the Company and any parent corporation or subsidiary corporation thereof (both as defined
in Section 424 of the Code) which provide for the grant of Incentive Stock Options exceeds One Hundred Thousand Dollars ($100,000) (or
such other individual limit as may be in effect under the Code on the date of grant), the portion of such Incentive Stock Options that
exceeds such threshold shall be treated as Non-qualified Stock Options. The Committee shall determine, in accordance with applicable provisions
of the Code, Treasury Regulations and other administrative pronouncements, which of a Holder’s Options, which were intended by the
Committee to be Incentive Stock Options when granted to the Holder, will not constitute Incentive Stock Options because of such limitation,
and shall notify the Holder of such determination as soon as practicable after such determination. No Incentive Stock Option shall be
granted to an Employee if, at the time the Incentive Stock Option is granted, such Employee is a Ten Percent Stockholder, unless (i) at
the time such Incentive Stock Option is granted the Option price is at least one hundred ten percent (110%) of the Fair Market Value of
the Shares subject to the Incentive Stock Option, and (ii) such Incentive Stock Option by its terms is not exercisable after the expiration
of five (5) years from the date of grant. No Incentive Stock Option shall be granted more than ten (10) years from the earlier of the
Effective Date or date on which the Plan is approved by the Company’s stockholders. The designation by the Committee of an Option
as an Incentive Stock Option shall not guarantee the Holder that the Option will satisfy the applicable requirements for “incentive
stock option” status under Section 422 of the Code.


 


7.4 Option
Agreement. Each Option shall be evidenced by an Option Agreement in such form and containing such provisions not inconsistent with
the other provisions of the Plan as the Committee from time to time shall approve, including, but not limited to, provisions intended
to qualify an Option as an Incentive Stock Option. An Option Agreement may provide for the payment of the Option price, in whole or in
part, by the delivery of a number of Shares (plus cash if necessary) that have been owned by the Holder for at least six (6) months and
having a Fair Market Value equal to such Option price, or such other forms or methods as the Committee may determine from time to time,
in each case, subject to such rules and regulations as may be adopted by the Committee. Each Option Agreement shall, solely to the extent
inconsistent with the provisions of Sections 6.2, 6.3, and 6.4, as applicable, specify the effect of Termination of Service on the exercisability
of the Option. Moreover, without limiting the generality of the foregoing, a Non-qualified Stock Option Agreement may provide for a “cashless
exercise” of the Option, in whole or in part, by (a) establishing procedures whereby the Holder, by a properly-executed written
notice, directs (i) an immediate market sale or margin loan as to all or a part of Shares to which he is entitled to receive upon
exercise of the Option, pursuant to an extension of credit by the Company to the Holder of the Option price, (ii) the delivery of
the Shares from the Company directly to a brokerage firm and (iii) the delivery of the Option price from sale or margin loan proceeds
from the brokerage firm directly to the Company, or (b) reducing the number of Shares to be issued upon exercise of the Option by
the number of such Shares having an aggregate Fair Market Value equal to the Option price (or portion thereof to be so paid) as of the
date of the Option’s exercise. An Option Agreement may also include provisions relating to: (i) subject to the provisions hereof,
accelerated vesting of Options, including but not limited to, upon the occurrence of a Change of Control, (ii) tax matters (including
provisions covering any applicable Employee wage withholding requirements) and (iii) any other matters not inconsistent with the terms
and provisions of the Plan that the Committee shall in its sole discretion determine. The terms and conditions of the respective Option
Agreements need not be identical.


 






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7.5 Option
Price and Payment. The price at which an Share may be purchased upon exercise of an Option shall be determined by the Committee; provided,
however, that such Option price (i) shall not be less than the Fair Market Value of an Share on the date such Option is granted
(or 110% of Fair Market Value for an Incentive Stock Option held by Ten Percent Stockholder, as provided in Section 7.3), and (ii) shall
be subject to adjustment as provided in Article XV. The Option or portion thereof may be exercised by delivery of an irrevocable notice
of exercise to the Company. The Option price for the Option or portion thereof shall be paid in full in the manner prescribed by the Committee
as set forth in the Plan and the applicable Option Agreement, which manner, with the consent of the Committee, may include the withholding
of Shares otherwise issuable in connection with the exercise of the Option. Separate share certificates shall be issued by the Company
for those Shares acquired pursuant to the exercise of an Incentive Stock Option and for those Shares acquired pursuant to the exercise
of a Non-qualified Stock Option.


 


7.6 Stockholder
Rights and Privileges. The Holder of an Option shall be entitled to all the privileges and rights of a stockholder of the Company
solely with respect to such Shares as have been purchased under the Option and for which share certificates have been registered in the
Holder’s name.


 


7.7 Options
and Rights in Substitution for Stock or Options Granted by Other Corporations. Options may be granted under the Plan from time to
time in substitution for stock options held by individuals employed by entities who become Employees, Directors or Consultants as a result
of a merger or consolidation of the employing entity with the Company or any Affiliate, or the acquisition by the Company or an Affiliate
of the assets of the employing entity, or the acquisition by the Company or an Affiliate of stock or shares of the employing entity with
the result that such employing entity becomes an Affiliate. Any substitute Awards granted under this Plan shall not reduce the number
of Shares authorized for grant under the Plan.


 


7.8 Prohibition Against
RePricing. Except to the extent (i) approved in advance by holders of a majority of the shares of the Company entitled to vote
generally in the election of directors, or (ii) as a result of any Change of Control or any adjustment as provided in Article XV,
the Committee shall not have the power or authority to reduce, whether through amendment or otherwise, the exercise price under any outstanding
Option or Stock Appreciation Right, or to grant any new Award or make any payment of cash in substitution for or upon the cancellation
of Options and/or Stock Appreciation Rights previously granted.


 






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Article
VIII

RESTRICTED STOCK AWARDS


 


8.1 Award.
A Restricted Stock Award shall constitute an Award of Shares to the Holder as of the date of the Award which are subject to a “substantial
risk of forfeiture” as defined under Section 83 of the Code during the specified Restriction Period. At the time a Restricted Stock
Award is made, the Committee shall establish the Restriction Period applicable to such Award. Each Restricted Stock Award may have a different
Restriction Period, in the discretion of the Committee. The Restriction Period applicable to a particular Restricted Stock Award shall
not be changed except as permitted by Section 8.2.


 


8.2 Terms
and Conditions. At the time any Award is made under this Article VIII, the Company and the Holder shall enter into a Restricted Stock
Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate.
The Company shall cause the Shares to be issued in the name of Holder, either by book-entry registration or issuance of one or more stock
certificates evidencing the Shares, which Shares or certificates shall be held by the Company or the stock transfer agent or brokerage
service selected by the Company to provide services for the Plan. The Shares shall be restricted from transfer and shall be subject to
an appropriate stop-transfer order, and if any certificate is issued, such certificate shall bear an appropriate legend referring to the
restrictions applicable to the Shares. After any Shares vest, the Company shall deliver the vested Shares, in book-entry or certificated
form in the Company’s sole discretion, registered in the name of Holder or his or her legal representatives, beneficiaries or heirs,
as the case may be, less any Shares withheld to pay withholding taxes. If provided for under the Restricted Stock Agreement, the Holder
shall have the right to vote Shares subject thereto and to enjoy all other stockholder rights, including the entitlement to receive dividends
on the Shares during the Restriction Period. At the time of such Award, the Committee may, in its sole discretion, prescribe additional
terms and conditions or restrictions relating to Restricted Stock Awards, including, but not limited to, rules pertaining to the effect
of Termination of Service prior to expiration of the Restriction Period. Such additional terms, conditions or restrictions shall, to the
extent inconsistent with the provisions of Sections 6.2, 6.3 and 6.4, as applicable, be set forth in a Restricted Stock Agreement made
in conjunction with the Award. Such Restricted Stock Agreement may also include provisions relating to: (i) subject to the provisions
hereof, accelerated vesting of Awards, including but not limited to accelerated vesting upon the occurrence of a Change of Control, (ii) tax
matters (including provisions covering any applicable Employee wage withholding requirements) and (iii) any other matters not inconsistent
with the terms and provisions of the Plan that the Committee shall in its sole discretion determine. The terms and conditions of the respective
Restricted Stock Agreements need not be identical. All Shares delivered to a Holder as part of a Restricted Stock Award shall be delivered
and reported by the Company or the Affiliate, as applicable, to the Holder at the time of vesting.


 


8.3 Payment
for Restricted Stock. The Committee shall determine the amount and form of any payment from a Holder for Shares received pursuant
to a Restricted Stock Award, if any, provided that in the absence of such a determination, a Holder shall not be required to make any
payment for Shares received pursuant to a Restricted Stock Award, except to the extent otherwise required by law.


 






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Article
IX

UNRESTRICTED STOCK AWARDS


 


9.1 Award.
Shares may be awarded (or sold) to Employees, Directors or Consultants under the Plan which are not subject to Restrictions of any kind,
in consideration for past services rendered thereby to the Company or an Affiliate or for other valid consideration.


 


9.2 Terms
and Conditions. 


At the time any Award is made
under this Article IX, the Company and the Holder shall enter into an Unrestricted Stock Agreement setting forth each of the matters contemplated
hereby and such other matters as the Committee may determine to be appropriate.


 


9.3 Payment
for Unrestricted Stock 


. The Committee shall determine
the amount and form of any payment from a Holder for Shares received pursuant to an Unrestricted Stock Award, if any, provided that in
the absence of such a determination, a Holder shall not be required to make any payment for Shares received pursuant to an Unrestricted
Stock Award, except to the extent otherwise required by law.


 


Article
X

RESTRICTED STOCK UNIT AWARDS


 


10.1 Award.
A Restricted Stock Unit Award shall constitute a promise to grant Shares (or cash equal to the Fair Market Value of Shares) to the Holder
at the end of a specified vesting schedule. At the time a Restricted Stock Unit Award is made, the Committee shall establish the vesting
schedule applicable to such Award. Each Restricted Stock Unit Award may have a different vesting schedule, in the discretion of the Committee.
A Restricted Stock Unit shall not constitute an equity interest in the Company and shall not entitle the Holder to voting rights, dividends
or any other rights associated with ownership of Shares prior to the time the Holder shall receive a distribution of Shares pursuant to
Section 10.3.


 


10.2 Terms
and Conditions. At the time any Award is made under this Article X, the Company and the Holder shall enter into a Restricted Stock
Unit Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate.
The Restricted Stock Unit Agreement shall set forth the individual service-based vesting requirement which the Holder would be required
to satisfy before the Holder would become entitled to distribution pursuant to Section 10.3 and the number of Units awarded to the Holder.
Such conditions shall be sufficient to constitute a “substantial risk of forfeiture” as such term is defined under Section
409A of the Code. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions
relating to Restricted Stock Unit Awards in the Restricted Stock Unit Agreement, including, but not limited to, rules pertaining to the
effect of Termination of Service prior to expiration of the applicable vesting period. The terms and conditions of the respective Restricted
Stock Unit Agreements need not be identical.


 






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10.3 Distributions
of Shares. The Holder of a Restricted Stock Unit shall be entitled to receive Shares or a cash payment equal to the Fair Market Value
of a Share, or one Share, as determined in the sole discretion of the Committee and as set forth in the Restricted Stock Unit Agreement,
for each Restricted Stock Unit subject to such Restricted Stock Unit Award, if the Holder satisfies the applicable vesting requirement.
Such distribution shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next
following the end of the calendar year in which the Restricted Stock Unit first becomes vested (i.e., no longer subject to a “substantial
risk of forfeiture”).


 


Article
XI

PERFORMANCE UNIT AWARDS


 


11.1 Award.
A Performance Unit Award shall constitute an Award under which, upon the satisfaction of predetermined individual and/or Company (and/or
Affiliate) Performance Goals based on selected Performance Criteria, a cash payment shall be made to the Holder, based on the number of
Units awarded to the Holder. At the time a Performance Unit Award is made, the Committee shall establish the Performance Period and applicable
Performance Goals. Each Performance Unit Award may have different Performance Goals, in the discretion of the Committee. A Performance
Unit Award shall not constitute an equity interest in the Company and shall not entitle the Holder to voting rights, dividends or any
other rights associated with ownership of Shares.


 


11.2 Terms
and Conditions. At the time any Award is made under this Article XI, the Company and the Holder shall enter into a Performance Unit
Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate.
The Committee shall set forth in the applicable Performance Unit Agreement the Performance Period, Performance Criteria and Performance
Goals which the Holder and/or the Company would be required to satisfy before the Holder would become entitled to payment pursuant to
Section 11.3, the number of Units awarded to the Holder and the dollar value or formula assigned to each such Unit. Such payment shall
be subject to a “substantial risk of forfeiture” under Section 409A of the Code. At the time of such Award, the Committee
may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Performance Unit Awards, including,
but not limited to, rules pertaining to the effect of Termination of Service prior to expiration of the applicable performance period.
The terms and conditions of the respective Performance Unit Agreements need not be identical.


 


11.3 Payments.
The Holder of a Performance Unit shall be entitled to receive a cash payment equal to the dollar value assigned to such Unit under the
applicable Performance Unit Agreement if the Holder and/or the Company satisfy (or partially satisfy, if applicable under the applicable
Performance Unit Agreement) the Performance Goals set forth in such Performance Unit Agreement. All payments shall be made no later than
by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the Company’s fiscal
year to which such performance goals and objectives relate.


 






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Article
XII

PERFORMANCE STOCK AWARDS


 


12.1 Award.
A Performance Stock Award shall constitute a promise to grant Shares (or cash equal to the Fair Market Value of Shares) to the Holder
at the end of a specified Performance Period subject to achievement of specified Performance Goals. At the time a Performance Stock Award
is made, the Committee shall establish the Performance Period and applicable Performance Goals based on selected Performance Criteria.
Each Performance Stock Award may have different Performance Goals, in the discretion of the Committee. A Performance Stock Award shall
not constitute an equity interest in the Company and shall not entitle the Holder to voting rights, dividends or any other rights associated
with ownership of Shares unless and until the Holder shall receive a distribution of Shares pursuant to Section 12.3.


 


12.2 Terms
and Conditions. At the time any Award is made under this Article XII, the Company and the Holder shall enter into a Performance Stock
Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate.
The Committee shall set forth in the applicable Performance Stock Agreement the Performance Period, selected Performance Criteria and
Performance Goals which the Holder and/or the Company would be required to satisfy before the Holder would become entitled to the receipt
of Shares pursuant to such Holder’s Performance Stock Award and the number of Shares subject to such Performance Stock Award. Such
distribution shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code. If such Performance Goals
are achieved, the distribution of Shares (or the payment of cash, as determined in the sole discretion of the Committee), shall be made
in accordance with Section 12.3, below. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms
and conditions or restrictions relating to Performance Stock Awards, including, but not limited to, rules pertaining to the effect of
the Holder’s Termination of Service prior to the expiration of the applicable performance period. The terms and conditions of the
respective Performance Stock Agreements need not be identical.


 


12.3 Distributions
of Shares. The Holder of a Performance Stock Award shall be entitled to receive a cash payment equal to the Fair Market Value of a
Share, or one Share, as determined in the sole discretion of the Committee, for each Performance Stock Award subject to such Performance
Stock Agreement, if the Holder satisfies the applicable vesting requirement. Such distribution shall be made no later than by the fifteenth
(15th) day of the third (3rd) calendar month next following the end of the Company’s fiscal year to which
such performance goals and objectives relate.


 






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Article
XIII

DISTRIBUTION EQUIVALENT RIGHTS


 


13.1 Award.
A Distribution Equivalent Right shall entitle the Holder to receive bookkeeping credits, cash payments and/or Share distributions equal
in amount to the distributions that would have been made to the Holder had the Holder held a specified number of Shares during the specified
period of the Award.


 


13.2 Terms
and Conditions. At the time any Award is made under this Article XIII, the Company and the Holder shall enter into a Distribution
Equivalent Rights Award Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine
to be appropriate. The Committee shall set forth in the applicable Distribution Equivalent Rights Award Agreement the terms and conditions,
if any, including whether the Holder is to receive credits currently in cash, is to have such credits reinvested (at Fair Market Value
determined as of the date of reinvestment) in additional Shares or is to be entitled to choose among such alternatives. Such receipt shall
be subject to a “substantial risk of forfeiture” under Section 409A of the Code and, if such Award becomes vested, the distribution
of such cash or Shares shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month
next following the end of the Company’s fiscal year in which the Holder’s interest in the Award vests. Distribution Equivalent
Rights Awards may be settled in cash or in Shares, as set forth in the applicable Distribution Equivalent Rights Award Agreement. A Distribution
Equivalent Rights Award may, but need not be, awarded in tandem with another Award (other than an Option or a SAR), whereby, if so awarded,
such Distribution Equivalent Rights Award shall expire, terminate or be forfeited by the Holder, as applicable, under the same conditions
as under such other Award.


 


13.3 Interest
Equivalents. The Distribution Equivalent Rights Award Agreement for a Distribution Equivalent Rights Award may provide for the crediting
of interest on a Distribution Rights Award to be settled in cash at a future date (but in no event later than by the fifteenth (15th)
day of the third (3rd) calendar month next following the end of the Company’s fiscal year in which such interest is credited
and vested), at a rate set forth in the applicable Distribution Equivalent Rights Award Agreement, on the amount of cash payable thereunder.


 


Article
XIV

STOCK APPRECIATION RIGHTS


 


14.1 Award.
A Stock Appreciation Right shall constitute a right, granted alone or in connection with a related Option, to receive a payment equal
to the increase in value of a specified number of Shares between the date of Award and the date of exercise.


 






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14.2 Terms
and Conditions. At the time any Award is made under this Article XIV, the Company and the Holder shall enter into a Stock Appreciation
Right Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate.
The Committee shall set forth in the applicable Stock Appreciation Right Agreement the terms and conditions of the Stock Appreciation
Right, including (i) the base value (the “Base Value”) for the Stock Appreciation Right, which shall be not less than
the Fair Market Value of a Share on the date of grant of the Stock Appreciation Right, (ii) the number of Shares subject to the Stock
Appreciation Right, (iii) the period during which the Stock Appreciation Right may be exercised; provided, however, that
no Stock Appreciation Right shall be exercisable after the expiration of ten (10) years from the date of its grant, and (iv) any other
special rules and/or requirements which the Committee imposes upon the Stock Appreciation Right. Upon the exercise of some or all of the
portion of a Stock Appreciation Right, the Holder shall receive a payment from the Company, in cash or in the form of Shares having an
equivalent Fair Market Value or in a combination of both, as determined in the sole discretion of the Committee, equal to the product
of:


 


(a) The
excess of (i) the Fair Market Value of a Share on the date of exercise, over (ii) the Base Value, multiplied by,


 


(b) The
number of Shares with respect to which the Stock Appreciation Right is exercised.


 


14.3 Tandem
Stock Appreciation Rights. If the Committee grants a Stock Appreciation Right which is intended to be a Tandem Stock Appreciation
Right, the Tandem Stock Appreciation Right shall be granted at the same time as the related Option, and the following special rules shall
apply:


 


(a) The
Base Value shall be equal to or greater than the per Share exercise price under the related Option;


 


(b) The
Tandem Stock Appreciation Right may be exercised for all or part of the Shares which are subject to the related Option, but solely upon
the surrender by the Holder of the Holder’s right to exercise the equivalent portion of the related Option (and when a Share is
purchased under the related Option, an equivalent portion of the related Tandem Stock Appreciation Right shall be canceled);


 


(c) The
Tandem Stock Appreciation Right shall expire no later than the date of the expiration of the related Option;


 


(d) The
value of the payment with respect to the Tandem Stock Appreciation Right may be no more than one hundred percent (100%) of the difference
between the per Share exercise price under the related Option and the Fair Market Value of the Shares subject to the related Option at
the time the Tandem Stock Appreciation Right is exercised, multiplied by the number of the Shares with respect to which the Tandem Stock
Appreciation Right is exercised; and


 


(e) The
Tandem Stock Appreciation Right may be exercised solely when the Fair Market Value of the Shares subject to the related Option exceeds
the per Share exercise price under the related Option.


 






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Article
XV

RECAPITALIZATION OR REORGANIZATION


 


15.1 Adjustments
to Shares. The shares with respect to which Awards may be granted under the Plan are Shares as presently constituted; provided,
however, that if, and whenever, prior to the expiration or distribution to the Holder of Shares underlying an Award theretofore
granted, the Company shall effect a subdivision or consolidation of the Shares or the payment of an Share dividend on Shares without receipt
of consideration by the Company, the number of Shares with respect to which such Award may thereafter be exercised or satisfied, as applicable,
(i) in the event of an increase in the number of outstanding Shares, shall be proportionately increased, and the purchase price per
Share shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding Shares, shall be proportionately
reduced, and the purchase price per Share shall be proportionately increased. Notwithstanding the foregoing or any other provision of
this Article XV, any adjustment made with respect to an Award (x) which is an Incentive Stock Option, shall comply with the requirements
of Section 424(a) of the Code, and in no event shall any adjustment be made which would render any Incentive Stock Option granted under
the Plan to be other than an “incentive stock option” for purposes of Section 422 of the Code, and (y) which is a Non-qualified
Stock Option, shall comply with the requirements of Section 409A of the Code, and in no event shall any adjustment be made which would
render any Non-qualified Stock Option granted under the Plan to become subject to Section 409A of the Code.


 


15.2 Recapitalization.
If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable,
of a previously granted Award, the Holder shall be entitled to receive (or entitled to purchase, if applicable) under such Award, in lieu
of the number of Shares then covered by such Award, the number and class of shares and securities to which the Holder would have been
entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Holder had been the holder
of record of the number of Shares then covered by such Award.


 


15.3 Other
Events. In the event of changes to the outstanding Shares by reason of an extraordinary cash dividend, reorganization, merger, consolidation,
combination, split-up, spin-off, exchange or other relevant change in capitalization occurring after the date of the grant of any Award
and not otherwise provided for under this Article XV, any outstanding Awards and any Award Agreements evidencing such Awards shall be
adjusted by the Board in its discretion in such manner as the Board shall deem equitable or appropriate taking into consideration the
applicable accounting and tax consequences, as to the number and price of Shares or other consideration subject to such Awards. In the
event of any adjustment pursuant to Sections 15.1, 15.2 or this Section 15.3, the aggregate number of Shares available under the Plan
pursuant to Section 5.1 may be appropriately adjusted by the Board, the determination of which shall be conclusive. In addition, the Committee
may make provision for a cash payment to a Holder or a person who has an outstanding Award.


 






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15.4 Change
of Control. The Committee may, in its sole discretion, at the time an Award is made or at any time prior to, coincident with or after
the time of a Change of Control, cause any Award either (i) to be canceled in consideration of a payment in cash or other consideration
in amount per share equal to the excess, if any, of the price or implied price per Share in the Change of Control over the per Share exercise,
base or purchase price of such Award, which may be paid immediately or over the vesting schedule of the Award; (ii) to be assumed, or
new rights substituted therefore, by the surviving corporation or a parent or subsidiary of such surviving corporation following such
Change of Control; (iii) accelerate any time periods, or waive any other conditions, relating to the vesting, exercise, payment or distribution
of an Award so that any Award to a Holder whose employment has been terminated as a result of a Change of Control may be vested, exercised,
paid or distributed in full on or before a date fixed by the Committee; (iv) to be purchased from a Holder whose employment has been terminated
as a result of a Change of Control, upon the Holder’s request, for an amount of cash equal to the amount that could have been obtained
upon the exercise, payment or distribution of such rights had such Award been currently exercisable or payable; or (v) terminate any then
outstanding Award or make any other adjustment to the Awards then outstanding as the Committee deems necessary or appropriate to reflect
such transaction or change. The number of Shares subject to any Award shall be rounded to the nearest whole number.


 


15.5 Powers
Not Affected. The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board
or of the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change of the Company’s
capital structure or business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting
Shares or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or
any part of its assets or business or any other corporate act or proceeding.


 


15.6 No
Adjustment for Certain Awards. Except as hereinabove expressly provided, the issuance by the Company of shares of any class or securities
convertible into shares of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants
to subscribe therefor or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and
in any case whether or not for fair value, shall not affect previously granted Awards, and no adjustment by reason thereof shall be made
with respect to the number of Shares subject to Awards theretofore granted or the purchase price per Share, if applicable.


 






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Article
XVI

AMENDMENT AND TERMINATION OF PLAN


 


The Plan shall continue in effect,
unless sooner terminated pursuant to this Article XVI, until the tenth (10th) anniversary of the date on which it is adopted
by the Board (except as to Awards outstanding on that date). The Board in its discretion may terminate the Plan at any time with respect
to any shares for which Awards have not theretofore been granted; provided, however, that the Plan’s termination shall
not materially and adversely impair the rights of a Holder with respect to any Award theretofore granted without the consent of the Holder.
The Board shall have the right to alter or amend the Plan or any part hereof from time to time; provided, however, that
without the approval by a majority of the votes cast at a meeting of stockholders at which a quorum representing a majority of the shares
of the Company entitled to vote generally in the election of directors is present in person or by proxy, no amendment or modification
of the Plan may (i) materially increase the benefits accruing to Holders, (ii) except as otherwise expressly provided in Article
XV, materially increase the number of Shares subject to the Plan or the individual Award Agreements specified in Article V, (iii) materially
modify the requirements for participation in the Plan, or (iv) amend, modify or suspend Section 7.7 (re-pricing prohibitions) or
this Article XVI. In addition, no change in any Award theretofore granted may be made which would materially and adversely impair the
rights of a Holder with respect to such Award without the consent of the Holder (unless such change is required in order to exempt the
Plan or any Award from Section 409A of the Code).


 


Article
XVII

MISCELLANEOUS


 


17.1 No
Right to Award. Neither the adoption of the Plan by the Company nor any action of the Board or the Committee shall be deemed to give
an Employee, Director or Consultant any right to an Award except as may be evidenced by an Award Agreement duly executed on behalf of
the Company, and then solely to the extent and on the terms and conditions expressly set forth therein.


 


17.2 No
Rights Conferred. Nothing contained in the Plan shall (i) confer upon any Employee any right with respect to continuation of
employment with the Company or any Affiliate, (ii) interfere in any way with any right of the Company or any Affiliate to terminate
the employment of an Employee at any time, (iii) confer upon any Director any right with respect to continuation of such Director’s
membership on the Board, (iv) interfere in any way with any right of the Company or an Affiliate to terminate a Director’s
membership on the Board at any time, (v) confer upon any Consultant any right with respect to continuation of his or her consulting
engagement with the Company or any Affiliate, or (vi) interfere in any way with any right of the Company or an Affiliate to terminate
a Consultant’s consulting engagement with the Company or an Affiliate at any time.


 


17.3 Other
Laws; No Fractional Shares; Withholding. The Company shall not be obligated by virtue of any provision of the Plan to recognize the
exercise of any Award or to otherwise sell or issue Shares in violation of any laws, rules or regulations, and any postponement of the
exercise or settlement of any Award under this provision shall not extend the term of such Award. Neither the Company nor its directors
or officers shall have any obligation or liability to a Holder with respect to any Award (or Shares issuable thereunder) (i) that
shall lapse because of such postponement, or (ii) for any failure to comply with the requirements of any applicable law, rules or
regulations, including but not limited to any failure to comply with the requirements of Section 409A of this Code. No fractional Shares
shall be delivered, nor shall any cash in lieu of fractional Shares be paid. The Company shall have the right to deduct in cash (whether
under this Plan or otherwise) in connection with all Awards any taxes required by law to be withheld and to require any payments required
to enable it to satisfy its withholding obligations. In the case of any Award satisfied in the form of Shares, no Shares shall be issued
unless and until arrangements satisfactory to the Company shall have been made to satisfy any tax withholding obligations applicable with
respect to such Award. Subject to such terms and conditions as the Committee may impose, the Company shall have the right to retain, or
the Committee may, subject to such terms and conditions as it may establish from time to time, permit Holders to elect to tender, Shares
(including Shares issuable in respect of an Award) to satisfy, in whole or in part, the amount required to be withheld.


 






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17.4 No
Restriction on Corporate Action. Nothing contained in the Plan shall be construed to prevent the Company or any Affiliate from taking
any corporate action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether or not such action
would have an adverse effect on the Plan or any Award made under the Plan. No Employee, Director, Consultant, beneficiary or other person
shall have any claim against the Company or any Affiliate as a result of any such action.


 


17.5 Restrictions
on Transfer. No Award under the Plan or any Award Agreement and no rights or interests herein or therein, shall or may be assigned,
transferred, sold, exchanged, encumbered, pledged or otherwise hypothecated or disposed of by a Holder except (i) by will or by the
laws of descent and distribution, or (ii) where permitted under applicable tax rules, by gift to any Family Member of the Holder,
subject to compliance with applicable laws. An Award may be exercisable during the lifetime of the Holder only by such Holder or by the
Holder’s guardian or legal representative unless it has been transferred by gift to a Family Member of the Holder, in which case
it shall be exercisable solely by such transferee. Notwithstanding any such transfer, the Holder shall continue to be subject to the withholding
requirements provided for under Section 17.3 hereof.


 


17.6 Beneficiary
Designations. Each Holder may, from time to time, name a beneficiary or beneficiaries (who may be contingent or successive beneficiaries)
for purposes of receiving any amount which is payable in connection with an Award under the Plan upon or subsequent to the Holder’s
death. Each such beneficiary designation shall serve to revoke all prior beneficiary designations, be in a form prescribed by the Company
and be effective solely when filed by the Holder in writing with the Company during the Holder’s lifetime. In the absence of any
such written beneficiary designation, for purposes of the Plan, a Holder’s beneficiary shall be the Holder’s estate.


 


17.7 Rule
16b-3. It is intended that the Plan and any Award made to a person subject to Section 16 of the Exchange Act shall meet all of the
requirements of Rule 16b-3. If any provision of the Plan or of any such Award would disqualify the Plan or such Award under, or would
otherwise not comply with the requirements of, Rule 16b-3, such provision or Award shall be construed or deemed to have been amended
as necessary to conform to the requirements of Rule 16b-3.


 






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17.8 Clawback
Policy. Notwithstanding anything contained herein or in any incentive “performance based” award, Awards under the Plan
shall be subject to reduction, forfeiture or repayment by reason of a correction or restatement of the Company’s financial information
if and to the extent such reduction or repayment is required by any applicable law.


 


17.9 No
Obligation to Notify or Minimize Taxes.  The Company shall have no duty or obligation to any Holder to advise such Holder as
to the time or manner of exercising any Award. Furthermore, the Company shall have no duty or obligation to warn or otherwise advise such
Holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised.  The Company
has no duty or obligation to minimize the tax consequences of an Award to any person.


 


17.10 Section
409A. Notwithstanding any other provision of the Plan, the Committee shall have no authority to issue an Award under the Plan with
terms and/or conditions which would cause such Award to constitute non-qualified “deferred compensation” under Section 409A
of the Code unless such Award shall be structured to be exempt from or comply with all requirements of Code Section 409A. The Plan and
all Award Agreements are intended to comply with the requirements of Section 409A of the Code (or to be exempt therefrom) and shall
be so interpreted and construed and no amount shall be paid or distributed from the Plan unless and until such payment complies with all
requirements of Code Section 409A. If an Award is subject to Section 409A of the Code, (i) distributions
shall only be made in a manner and upon an event permitted under Section 409A of the Code, (ii) payments to be made upon a termination
of employment or service shall only be made upon a “separation from service” under section 409A of the Code, (iii) unless
the Award specifies otherwise, each installment payment shall be treated as a separate payment for purposes of Section 409A of the Code,
and (iv) in no event shall a Holder, directly or indirectly, designate the calendar year in which a distribution is made except
in accordance with Section 409A of the Code. Any Award that is subject to Section 409A of the Code and that is to be distributed to a
Key Employee (as defined below) upon separation from service shall be administered so that any distribution with respect to such Award
shall be postponed for six months following the date of the Holder’s separation from service (unless an earlier death), if required
by Section 409A. The determination of Key Employees, including the number and identity of persons considered Key Employees and the identification
date, shall be made by the Committee or its delegate each year in accordance with section 416(i) of the Code and the “specified
employee” requirements of Section 409A of the Code. It is the intent of the Company that the provisions of this Plan and
all other plans and programs sponsored by the Company be interpreted to comply in all respects with Code Section 409A, however, the Company
shall have no liability to the Holder, or any successor or beneficiary thereof, in the event taxes, penalties or excise taxes may ultimately
be determined to be applicable to any payment or benefit received by the Holder or any successor or beneficiary thereof.


 


17.11 Indemnification.
Each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company
against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred thereby in connection with or resulting
from any claim, action, suit, or proceeding to which such person may be made a party or may be involved by reason of any action taken
or failure to act under the Plan and against and from any and all amounts paid thereby in settlement thereof, with the Company’s
approval, or paid thereby in satisfaction of any judgment in any such action, suit, or proceeding against such person; provided,
however, that such person shall give the Company an opportunity, at its own expense, to handle and defend the same before he or
she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive and shall
be independent of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation
or By-laws, by contract, as a matter of law, or otherwise.


 






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17.12 Other
Benefit Plans. No Award, payment or amount received hereunder shall be taken into account in computing an Employee’s salary
or compensation for the purposes of determining any benefits under any pension, retirement, life insurance or other benefit plan of the
Company or any Affiliate, unless such other plan specifically provides for the inclusion of such Award, payment or amount received. Nothing
in the Plan shall be construed to limit the right of the Company to establish other plans or to pay compensation to its employees, in
cash or property, in a manner which is not expressly authorized under the Plan.


 


17.13 Limits
of Liability. Any liability of the Company with respect to an Award shall be based solely upon the contractual obligations created
under the Plan and the Award Agreement. None of the Company, any member of the Board nor any member of the Committee shall have any liability
to any party for any action taken or not taken, in good faith, in connection with or under the Plan.


 


17.14 Governing
Law. Except as otherwise provided herein, the Plan shall be construed in accordance with the laws of the State of Delaware, without
regard to principles of conflicts of law.


 


17.15 Subplans.
The Board may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable blue sky, securities
or tax laws of various jurisdictions. The Board shall establish such sub-plans by adopting supplements to the Plan setting forth (i) such
limitations on the Committee’s discretion under the Plan as the Board deems necessary or desirable and (ii) such additional terms
and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All supplements adopted by the
Board shall be deemed to be part of the Plan, but each supplement shall apply only to Holders within the affected jurisdiction and the
Company shall not be required to provide copies of any supplement to Holders in any jurisdiction that is not affected.


 


17.16 Severability
of Provisions. If any provision of the Plan is held invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provision of the Plan, and the Plan shall be construed and enforced as if such invalid or unenforceable provision had not been
included in the Plan.


 


17.17 No
Funding. The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other
segregation of funds or assets to ensure the payment of any Award. Prior to receipt of Shares or a cash distribution pursuant to the terms
of an Award, such Award shall represent an unfunded unsecured contractual obligation of the Company and the Holder shall have no greater
claim to the Shares underlying such Award or any other assets of the Company or Affiliate than any other unsecured general creditor.


 


17.18 Headings.
Headings used throughout the Plan are for convenience only and shall not be given legal significance.


 


 


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