Exhibit 10.1


 


CORMEDIX INC.


 


2019
omnibus stock INCENTIVE PLAN 


 


Approved by the Board October 16, 2019
and by the Stockholders on November 26, 2019


 


1. Purposes of the Plan. The purposes
of this Plan are to attract and retain the best available personnel; to provide additional incentives to Employees, Directors and
Consultants to contribute to the successful performance of the Company and any Related Entity; to promote the growth of the market
value of the Company’s Common Stock; to align the interests of Grantees with those of the Company’s stockholders; and
to promote the success of the Company’s business. As of the Effective Date (as defined below), no new awards shall be granted
under the Prior Plans (as defined below). Awards under a Prior Plan that are outstanding as of the Effective Date shall remain
subject to the terms and conditions of, and be governed by, their terms and the Prior Plan.


 


2. Definitions. The following definitions
shall apply as used herein and in all individual Award Agreements except as a term may be otherwise defined in an individual Award
Agreement. In the event a term is separately defined in an individual Award Agreement, such definition shall supersede the definition
contained in this Section 2.


 


(a) “Administrator”
means the Plan Administrator as described in Section 4.


 


(b) “Applicable Laws”
means the legal requirements relating to the Plan and the Awards under applicable provisions of federal and state securities laws,
the corporate laws of Delaware, and, to the extent other than Delaware, the corporate law of the state of the Company’s incorporation,
the Code, the rules of any applicable stock exchange or national market system, and the rules of any non-U.S. jurisdiction applicable
to Awards granted to residents therein.


 


(c) “Assumed” means,
with respect to an Award, that pursuant to a Corporate Transaction either (i) the Award is expressly affirmed by the Company
or (ii) the contractual obligations represented by the Award are expressly assumed (and not simply by operation of law) by the
successor entity or its Parent in connection with the Corporate Transaction with appropriate adjustments to the number and type
of securities of the successor entity or its Parent subject to the Award and the exercise or purchase price thereof which at least
preserves the compensation element of the Award existing at the time of the Corporate Transaction as determined in accordance with
the instruments evidencing the agreement to assume the Award.


 


(d) “Award” means
the grant of an Option, SAR, Dividend Equivalent Right, Restricted Stock, Restricted Stock Unit, or other right or benefit under
the Plan.


 


(e) “Award Agreement”
means the written agreement evidencing the grant of an Award executed by the Company and the Grantee, including any amendments
thereto.


 


(f) “Board” means
the Board of Directors of the Company.


 


(g) “Cause” means,
with respect to the termination by the Company or a Related Entity of a Grantee’s Continuous Service:


 


(i) that such termination is for “Cause”
as such term (or word of like import) is expressly defined in a then-effective written employment agreement, consulting agreement,
service agreement or other similar agreement between the Grantee and the Company or such Related Entity, provided, however, that
with regard to any agreement that defines “Cause” on the occurrence of or in connection with a Corporate Transaction,
such definition of “Cause” shall not apply until a Corporate Transaction actually occurs; or


 






     


     


    

  


(ii) in the absence of such then-effective
written agreement and definition, is based on, in the determination of the Administrator: (A) the Grantee’s performance of
any act, or failure to perform any act, in bad faith and to the detriment of the Company or a Related Entity; (B) the Grantee’s
dishonesty, intentional misconduct or material breach of any agreement with the Company or a Related Entity; (C) the Grantee’s
material breach of any noncompetition, confidentiality or similar agreement with the Company or a Related Entity, as determined
under such agreement; (D) the Grantee’s commission of a crime involving dishonesty, breach of trust, or physical or emotional
harm to any person; (E) if the Grantee is an Employee or Consultant, the Grantee’s engaging in acts or omissions constituting
gross negligence, misconduct or a willful violation of a Company or a Related Entity policy which is or is reasonably expected
to be materially injurious to the Company and/or a Related Entity; or (F) if the Grantee is an Employee, the Grantee’s failure
to follow the reasonable instructions of the Board or such Grantee’s direct supervisor, which failure, if curable, is not
cured within ten (10) days after notice to such Grantee or, if cured, recurs within one hundred eighty (180) days.


 


(h) “Code” means
the Internal Revenue Code of 1986, as amended, or any successor statute. 


 


(i) “Committee”
means, unless otherwise provided herein, the Compensation Committee of the Board, or another committee appointed by the Board to
administer the Plan.


 


(j) “Common Stock”
means the Company’s common stock, $0.001 par value per share.


 


(k) “Company” means
CorMedix Inc., a Delaware corporation, or any successor entity that adopts the Plan in connection with a Corporate Transaction.


 


(l) “Consultant”
means any person (other than an Employee or a Director, solely with respect to rendering services in such person’s capacity
as a Director) who is engaged by the Company or any Related Entity to render consulting or advisory services to the Company or
such Related Entity.


 


(m) “Continuous Service”
means that the provision of services to the Company or a Related Entity in any capacity of Employee, Director or Consultant is
not interrupted or terminated. In jurisdictions requiring notice in advance of an effective termination as an Employee, Director
or Consultant, Continuous Service shall be deemed terminated upon the actual cessation of providing services to the Company or
a Related Entity notwithstanding any required notice period that must be fulfilled before a termination as an Employee, Director
or Consultant can be effective under Applicable Laws. A Grantee’s Continuous Service shall be deemed to have terminated either
upon an actual termination of Continuous Service or upon the entity for which the Grantee provides services ceasing to be a Related
Entity. Continuous Service shall not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers
among the Company, any Related Entity, or any successor in any capacity of Employee, Director or Consultant, or (iii) any
change in status as long as the individual remains in the service of the Company or a Related Entity in any capacity of Employee,
Director or Consultant (except as otherwise provided in the Award Agreement). An approved leave of absence for purposes of this
Plan shall include sick leave, military leave, or any other authorized personal leave, so long as the Company or Related Entity
has a reasonable expectation that the individual will return to provide services for the Company or Related Entity, and provided
further that the leave does not exceed six (6) months, unless the individual has a statutory or contractual right to re-employment
following a longer leave. For purposes of each Incentive Stock Option granted under the Plan, if such leave exceeds three (3) months,
and reemployment upon expiration of such leave is not guaranteed by statute or contract, then the Incentive Stock Option shall
be treated as a Non-Statutory Stock Option beginning on the day three (3) months and one (1) day following the expiration of such
three (3) month period.


  


(n) “Corporate Transaction”
means any of the following transactions, provided, however, that the Administrator shall determine under parts (iv) and (v) whether
multiple transactions are related, and its determination shall be final, binding and conclusive:


 


(i) a merger or consolidation in which the
Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the
Company is incorporated;


 


(ii) the sale, transfer or other disposition
of all or substantially all of the assets of the Company;


 


(iii) the complete liquidation or dissolution
of the Company;


 






    2


     


    

 


(iv) any reverse merger or series of related
transactions culminating in a reverse merger (including, but not limited to, a tender offer followed by a reverse merger) in which
the Company is the surviving entity but (A) the Shares outstanding immediately prior to such merger are converted or exchanged
by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (B) in which securities
possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred
to a person or persons different from those who held such securities immediately prior to such merger or the initial transaction
culminating in such merger; or


 


(v) acquisition in a single or series of
related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit
plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent
(50%) of the total combined voting power of the Company’s outstanding securities.


 


(o) “Data” has the
meaning set forth in Section 22 of this Plan.


 


(p) “Director” means
a member of the Board or the board of directors of any Related Entity. 


 


(q) “Disability”
means a “disability” (or word of like import) as defined under the long-term disability policy of the Company or the
Related Entity to which the Grantee provides services regardless of whether the Grantee is covered by such policy. If the Company
or the Related Entity to which the Grantee provides service does not have a long-term disability plan in place, “Disability”
means that a Grantee is unable to carry out the responsibilities and functions of the position held by the Grantee by reason of
any medically determinable physical or mental impairment for a period of not less than ninety (90) consecutive days. A Grantee
will not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy
the Administrator.


 


(r) “Disqualifying Disposition”
means any disposition (including any sale) of Common Stock received upon exercise of an Incentive Stock Option before either (i)
two years after the date the Employee was granted the Incentive Stock Option, or (ii) one year after the date the Employee acquired
Common Stock by exercising the Incentive Stock Option. If the Employee has died before such stock is sold, these holding period
requirements do not apply and no Disqualifying Disposition can occur thereafter.


 


(s) “Dividend Equivalent Right”
means a right entitling the Grantee to compensation measured by ordinary dividends paid with respect to Common Stock.


 


(t) “Effective Date”
means the date on which the Plan is approved by the Company’s stockholders.


 


(u) “Employee” means
any person, including an Officer or Director, who is in the employ of the Company or any Related Entity, subject to the control
and direction of the Company or any Related Entity as to both the work to be performed and the manner and method of performance.
The payment of a director’s fee by the Company or a Related Entity shall not be sufficient to make such person an “Employee”
of the Company or a Related Entity.


 


(v) “Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


(w) “Fair Market Value”
means, as of any date, the value of the Common Stock determined as follows.


 


(i) If the Common Stock is listed on one
or more established stock exchanges or national market systems, including without limitation The NASDAQ Global Select Market, The
NASDAQ Global Market, or The NASDAQ Capital Market of The NASDAQ Stock Market LLC, its Fair Market Value shall be the closing sales
price for such stock (or the closing bid, if no sales were reported) as quoted on the principal exchange or system on which the
Common Stock is listed (as determined by the Administrator) on the date of determination (or, if no closing sales price or closing
bid was reported on that date, as applicable, on the last trading date such closing sales price or closing bid was reported), as
reported in The Wall Street Journal or such other source as the Administrator deems reliable;


 






    3


     


    

 


(ii) If the Common Stock is regularly quoted
on an automated quotation system (including the OTC Markets and the systems maintained by OTC Markets Group Inc.) or by a recognized
securities dealer, its Fair Market Value shall be the closing sales price for such stock as quoted on such system or by such securities
dealer on the date of determination, but if selling prices are not reported, the Fair Market Value of a Share shall be the mean
between the high bid and low asked prices for the Common Stock on the date of determination (or, if no such prices were reported
on that date, on the last date such prices were reported), as reported in The Wall Street Journal or such other source as the Administrator
deems reliable; or


  


(iii) In the absence of an established market
for the Common Stock of the type described in (i) and (ii), above, the Fair Market Value thereof shall be determined by the Administrator
in good faith by application of a reasonable valuation method consistently applied and taking into consideration all available
information material to the value of the Company in a manner in compliance with Section 409A of the Code, or in the case of an
Incentive Stock Option, in a manner in compliance with Section 422 of the Code.


 


(x) “Grantee” means
an Employee, Director or Consultant who receives an Award under the Plan.


 


(y) “Incentive Stock Option”
means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.


 


(z) “Non-Statutory Stock Option”
means an Option not intended to qualify as an Incentive Stock Option.


 


(aa) “Officer” means
a person who is an officer of the Company or a Related Entity within the meaning of Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder.


 


(bb) “Option” means
an option to purchase one or more Shares pursuant to an Award Agreement granted under the Plan.


 


(cc) “Parent” means
a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.


 


(dd) “Performance Period”
means the time period during which specified performance criteria must be met in connection with the vesting of an Award as determined
by the Administrator, as described in Section 6(d) below.


 


(ee) “Plan” means
this CorMedix Inc. 2019 Omnibus Stock Incentive Plan, as the same may be amended from time to time.


 


(ff) “Post-Termination Exercise
Period” means the period specified in the Award Agreement of not less than thirty (30) days commencing on the date
of termination (other than termination by the Company or any Related Entity for Cause) of the Grantee’s Continuous Service,
or such longer period as may be applicable upon death or Disability.


 


(gg) “Prior Plans”
means the Company’s Amended and Restated 2006 Stock Incentive Plan and 2013 Stock Incentive Plan.


 


(hh) “Related Entity”
means any Parent or Subsidiary of the Company.


 


(ii) “Restricted Stock”
means Shares issued under the Plan to the Grantee for such consideration, if any, and subject to such restrictions on transfer,
rights of first refusal, repurchase provisions, forfeiture provisions, and other terms and conditions as established by the Administrator.


 




    4


     


    

 


(jj) “Restricted Stock Units”
means an Award which may be earned in whole or in part upon the passage of time or the attainment of performance criteria established
by the Administrator and which may be settled for cash, Shares or other securities or a combination of cash, Shares or other securities
as established by the Administrator.


 


(kk) “Rule 16b-3”
means Rule 16b-3 promulgated by the Securities and Exchange Commission pursuant to the Exchange Act, as such rule may be amended
from time to time, and includes any successor provisions thereto.


 


(ll) “SAR” means
a stock appreciation right entitling the Grantee to Shares or cash compensation, as established by the Administrator, measured
by appreciation in the value of Common Stock.


 


(mm) “Share” means
a share of the Common Stock.


 


(nn) “Subsidiary”
means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.


 


(oo) “Substitute Award”
shall mean an Award granted under the Plan upon the assumption of, or in substitution for, outstanding equity awards previously
granted by a company or other entity in connection with a corporate transaction, including a merger, combination, consolidation
or acquisition of property or stock by the Company.


 


(pp) “Tax Obligations”
means all income tax, social insurance, payroll tax, fringe benefits tax, or other tax-related liabilities related to a Grantee’s
participation in the Plan and the receipt of any benefits hereunder, as determined under the Applicable Laws.


 


3. Stock Subject to the Plan.


 


(a) Subject to adjustment as described in
Section 3(b) and Section 13 below, the maximum aggregate number of Shares which may be issued pursuant to all Awards (including
Incentive Stock Options) is the sum of (i) 3,000,000 Shares plus (ii) the number of shares available for grant under the 2013 Stock
Incentive Plan (up to a maximum of 522,606 Shares) as of the Effective Date. The Shares may be authorized, but unissued, or reacquired
Common Stock.


 


(b) Any Shares covered by an Award (or portion
of an Award) which is forfeited, canceled or expires (whether voluntarily or involuntarily), or is settled in cash, shall be deemed
not to have been issued for purposes of determining the maximum aggregate number of Shares which may be issued under the Plan,
except that the maximum aggregate number of Shares which may be issued pursuant to the exercise of Incentive Stock Options shall
not exceed the number specified in Section 3(a). After the Effective Date, any Shares covered by a Prior Plan award (or portion
of a Prior Plan award) which is forfeited, canceled or expires (whether voluntarily or involuntarily), or is settled in cash, shall
be added to the maximum aggregate number of Shares which may be issued under the Plan. The maximum aggregate number of Shares which
may be issued pursuant to the exercise of Incentive Stock Options is the number specified in Section 3(a). Shares that actually
have been issued under the Plan pursuant to an Award shall not be returned to the Plan and shall not become available for future
issuance under the Plan, except that if unvested Shares are forfeited or repurchased by the Company, such Shares shall become available
for future grant under the Plan.


 


(c) In the event any Option or other Award
granted under the Plan is exercised through the tendering of Shares (either actually or through attestation), or in the event tax
withholding obligations are satisfied by tendering or withholding Shares, any Shares so tendered or withheld shall not again be
available for awards under the Plan. To the extent that Shares subject to a stock-settled SAR are not issued upon the exercise
of a SAR pursuant to Section 6(m), the Company shall be deemed, for purposes of applying the limitation on the number of Shares,
to have issued the total number of Shares subject to such SAR, notwithstanding that only the net number of such Shares were issued.
Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options shall not be
available for awards under the Plan.


 






    5


     


    

 


(d) Substitute Awards shall not reduce the
Shares authorized for issuance under the Plan, nor shall Shares subject to a Substitute Award be added to the Shares available
for Awards under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the
Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation
of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted,
to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition
or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition
or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for issuance under the Plan; provided
that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms
of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees,
Consultants or non-employee Directors of the Company and its Subsidiaries prior to such acquisition or combination.


  


4. Administration of the Plan.


 


(a) Plan Administrator.


 


(i) Administration with Respect to Directors
and Officers. With respect to grants of Awards to Directors or Employees who are also Officers or Directors of the Company,
the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board, which Committee shall be
constituted in such a manner as to satisfy the Applicable Laws and to permit such grants and related transactions under the Plan
to be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed, such Committee shall continue
to serve in its designated capacity until otherwise directed by the Board.


 


(ii) Administration With Respect to Consultants
and Other Employees. With respect to grants of Awards to Employees or Consultants who are neither Directors nor Officers of
the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board, which Committee shall
be constituted in such a manner as to satisfy the Applicable Laws. Once appointed, such Committee shall continue to serve in its
designated capacity until otherwise directed by the Board.


 


(b) Multiple Administrative Bodies.
The Plan may be administered by different bodies with respect to Directors, Officers, Consultants, and Employees who are neither
Directors nor Officers.


 


(c) Powers of the Administrator. Subject
to Applicable Laws and the provisions of the Plan (including any other powers given to the Administrator hereunder), and except
as otherwise provided by the Board, the Administrator shall have the authority, in its discretion:


 


(i) to select the Employees, Directors and
Consultants to whom Awards may be granted from time to time hereunder;


 


(ii) to determine whether and to what extent
Awards are granted hereunder;


 


(iii) to determine the number of Shares
or the amount of other consideration to be covered by each Award granted hereunder;


 


(iv) to approve forms of Award Agreements
for use under the Plan;


 


(v) to determine the type, terms and conditions
of any Award granted hereunder;


 


(vi) to establish additional terms, conditions,
rules or procedures to accommodate the rules or laws of applicable non-U.S. jurisdictions and to afford Grantees favorable treatment
under such rules or laws; provided, however, that no Award shall be granted under any such additional terms, conditions, rules
or procedures with terms or conditions which are inconsistent with the provisions of the Plan;


 






    6


     


    

 


(vii) to amend the terms of any outstanding
Award granted under the Plan, subject to Section 16(a)(v) below; provided that any amendment that would materially adversely affect
the Grantee’s rights under an outstanding Award shall not be made without the Grantee’s written consent; provided,
however, that an amendment or modification that may cause an Incentive Stock Option to become a Non-Statutory Stock Option shall
not be treated as adversely affecting the rights of the Grantee;


 


(viii) to construe and interpret the terms
of the Plan and Awards, including without limitation, any notice of award or Award Agreement, granted pursuant to the Plan;


  


(ix) to make other determinations as provided
in this Plan; and


 


(x) to take such other action, not inconsistent
with the terms of the Plan, as the Administrator deems appropriate.


 


The express grant in the Plan of any specific power to the Administrator
shall not be construed as limiting any power or authority of the Administrator; provided that the Administrator may not exercise
any right or power reserved to the Board. Any decision made, or action taken, by the Administrator or in connection with the administration
of this Plan shall be final, conclusive and binding on all persons having an interest in the Plan.


 


(d) Indemnification. In addition to
such other rights of indemnification as they may have as members of the Board or as Officers or Employees of the Company or a Related
Entity, members of the Board and any Officers or Employees of the Company or a Related Entity to whom authority to act for the
Board, the Administrator or the Company is delegated shall be defended and indemnified by the Company to the extent permitted by
law on an after-tax basis against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in
connection with the defense of any claim, investigation, action, suit or proceeding, or in connection with any appeal therein,
to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan,
or any Award granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved
by the Company) or paid by them in satisfaction of a judgment in any such claim, investigation, action, suit or proceeding, except
in relation to such liabilities, costs, and expenses as may arise out of, or result from, the bad faith, gross negligence, willful
misconduct, or criminal acts of such persons; provided, however, that within thirty (30) days after the institution of such claim,
investigation, action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at the Company’s
expense to defend the same.


 


5. Eligibility. Awards other than
Incentive Stock Options may be granted to Employees, Directors, and Consultants of the Company and any Related Entity. Incentive
Stock Options may be granted only to Employees of the Company or a Related Entity. An Employee, Director, or Consultant who has
been granted an Award may, if otherwise eligible, be granted additional Awards. Awards may be granted to such Employees, Directors,
or Consultants who are residing in non-U.S. jurisdictions as the Administrator may determine from time to time.


  


6. Terms and Conditions of Awards. 


 


(a) Types of Awards. The Administrator
is authorized under the Plan to award any type of arrangement to an Employee, Director or Consultant that is not inconsistent with
the provisions of the Plan and that by its terms involves or might involve the issuance of (i) Shares, (ii) cash or (iii) an
Option, a SAR, or similar right with a fixed or variable price related to the Fair Market Value of the Shares and with an exercise
or conversion privilege related to the passage of time, the occurrence of one or more events, or the satisfaction of performance
criteria or other conditions. Such awards include, without limitation, Options, SARs, Restricted Stock, Restricted Stock Units,
and Dividend Equivalent Rights. An Award may consist of one such security or benefit, or two or more of them in any combination
or alternative.


 


(b) Designation of Award. Each Award
shall be evidenced by an Award Agreement in form and substance satisfactory to the Administrator. The type of each Award shall
be designated in the Award Agreement. In the case of an Option, the Option shall be designated as either an Incentive Stock Option
or a Non-Statutory Stock Option. However, notwithstanding such designation, an Option will qualify as an Incentive Stock Option
under the Code only to the extent the $100,000 limitation of Section 422(d) of the Code is not exceeded. The $100,000 limitation
of Section 422(d) of the Code is calculated based on the aggregate Fair Market Value of the Shares subject to Options designated
as Incentive Stock Options which become exercisable for the first time by a Grantee during any calendar year (under all plans of
the Company or any Related Entity). For purposes of this calculation, Incentive Stock Options shall be taken into account in the
order in which they were granted, and the Fair Market Value of the Shares shall be determined as of the grant date of the relevant
Option. Any Option granted which fails to satisfy the requirements of the Applicable Laws for treatment as an Incentive Stock Option
shall be a Non-Statutory Stock Option.


 






    7


     


    

 


(c) Conditions of Award. Subject to
the terms of the Plan, the Administrator shall determine the provisions, terms, and conditions of each Award including, but not
limited to, the Award vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions, form of payment
(cash, Shares, or other consideration) upon settlement of the Award, payment contingencies, and satisfaction of any performance
criteria that may be established by the Administrator.


 


(d) Performance-Based Awards. The Administrator
may include in an Award provisions such that the vesting or other realization of an Award by a Grantee will be subject to the achievement
of certain performance criteria as the Administrator may determine over the course of a Performance Period determined by the Administrator. 


 


(i) The performance criteria will be established
by the Administrator and may include, but shall not be limited to, any one of, or combination of, the following criteria:


 


(A) Net earnings or net income
(before or after taxes);


 


(B) Earnings per share;


 


(C) Net sales growth; 


 


(D) Net operating profit;


 


(E) Return measures (including,
but not limited to, return on assets, capital, equity, or sales);


 


(F) Cash flow (including, but not
limited to, operating cash flow, free cash flow, and cash flow return on capital);


 


(G) Cash flow per share;


 


(H) Earnings before or after taxes,
interest, depreciation, and/or amortization;


 


(I) Gross or operating margins;


 


(J) Productivity ratios;


 


(K) Share price (including, but
not limited to, growth measures and total stockholder return);


 


(L) Expense targets or ratios;


 


(M) Charge-off levels;


 


(N) Improvement in or attainment
of revenue levels;


 


(O) Margins;


 


(P) Operating efficiency;


 






    8


     


    

 


(Q) Operating expenses;


 


(R) Economic value added;


 


(S) Improvement in or attainment
of expense levels;


 


(T) Improvement in or attainment
of working capital levels;


 


(U) Debt reduction;


 


(V) Capital targets;


 


(W) Regulatory, clinical, or manufacturing
milestones; and


 


(X) Consummation of acquisitions,
dispositions, projects or other specific events or transactions.


 


(ii) Performance criteria may be measured
on an absolute (e.g., plan or budget) or relative basis, and may be established on a corporate-wide basis or with respect to one
or more business units, divisions, subsidiaries or business segments, or may be established on an individual basis. Relative performance
may be measured against a group of peer companies, a financial market index or other acceptable objective and quantifiable indices.
If the Administrator determines that a change in the business, operations, corporate structure or capital structure of the Company,
or the manner in which the Company conducts its business, or other events or circumstances render the performance objectives unsuitable,
the Administrator may modify the minimum acceptable level of achievement, in whole or in part, as the Administrator deems appropriate
and equitable. Performance objectives may be adjusted for material items not originally contemplated in establishing the performance
target for items resulting from discontinued operations, extraordinary gains and losses, the effect of changes in accounting standards
or principles, acquisitions or divestitures, changes in tax rules or regulations, capital transactions, restructuring, nonrecurring
gains or losses or unusual items. Performance measures may vary from Performance Award to Performance Award, and from Grantee to
Grantee, and may be established on a stand-alone basis, in tandem or in the alternative. The Administrator shall have the power
to impose such other restrictions on as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements
of any applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.


  


(iii) The Administrator will determine the
duration of the Performance Period, the performance criteria on which performance will be measured, and the amount and terms of
payment/vesting upon achievement of such criteria.


 


(iv) Following the completion of each Performance
Period, the Administrator will certify in writing whether the applicable performance criteria have been achieved for the Awards
for such Performance Period. In determining the amounts earned by a Grantee pursuant to an Award issued pursuant to this Section
6(d), the Administrator will have the right to (A) adjust the amount payable at a given level of performance to take into account
additional factors that the Administrator may deem relevant to the assessment of individual or corporate performance for the Performance
Period, (B) determine what actual Award, if any, will be paid in the event of a Corporate Transaction or in the event of a termination
of employment following a Corporate Transaction prior to the end of the Performance Period, and (C) determine what actual Award,
if any, will be paid in the event of a termination of employment other than as the result of a Grantee’s death or Disability
prior to a Corporate Transaction and prior to the end of the Performance Period.


 


(v) Unless otherwise determined by the Administrator,
payment of the Award to a Grantee shall be paid following the end of the Performance Period, or if later, the date on which any
applicable contingency or restriction has ended.


 


(e) Acquisitions and Other Transactions.
The Administrator may issue Awards under the Plan in settlement, assumption or substitution for, outstanding awards or obligations
to grant future awards in connection with the Company or a Related Entity acquiring another entity, an interest in another entity
or an additional interest in a Related Entity whether by merger, stock purchase, asset purchase or other form of transaction.


 






    9


     


    

 


(f) Deferral of Award Payment. The
Administrator may establish one or more programs under the Plan to permit selected Grantees the opportunity to elect to defer receipt
of consideration upon exercise of an Award, satisfaction of performance criteria, or other event that absent the election would
entitle the Grantee to payment or receipt of Shares or other consideration under an Award. The Administrator may establish the
election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or other earnings, if
any, on amounts, Shares or other consideration so deferred, and such other terms, conditions, rules and procedures that the Administrator
deems advisable for the administration of any such deferral program.


  


(g) Separate Programs. The Administrator
may establish one or more separate programs under the Plan for the purpose of issuing particular forms of Awards to one or more
classes of Grantees on such terms and conditions as determined by the Administrator from time to time.


 


(h) Non-Employee Director Individual Award
Limits. The maximum number of Shares subject to Awards granted during a single fiscal year to any non-employee Director, taken
together with any cash fees paid during the fiscal year to the non-employee Director, in respect of the Director’s service
as a member of the Board during such year (including service as a member or chair of any committees of the Board), shall not exceed
$500,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial
reporting purposes). The independent members of the Board may make exceptions to this limit for a non-executive chair of the Board,
provided that the non-employee Director receiving such additional compensation may not participate in the decision to award such
compensation.


 


(i) Early Exercise. An Award Agreement
may, but need not, include a provision whereby the Grantee may elect at any time while an Employee, Director or Consultant to exercise
any part or all of the Award prior to full vesting of the Award. Any unvested Shares received pursuant to such exercise may be
subject to a repurchase right in favor of the Company or a Related Entity or to any other restriction the Administrator determines
to be appropriate.


 


(j) Term of Award. The term of each
Award shall be the term stated in the Award Agreement, provided, however, that the term shall be no more than ten (10) years
from the date of grant thereof. However, in the case of an Incentive Stock Option granted to a Grantee who, at the time the Option
is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company
or any Related Entity, the term of the Incentive Stock Option shall be five (5) years from the date of grant thereof or such
shorter term as may be provided in the Award Agreement. Notwithstanding the foregoing, the specified term of any Award shall not
include any period for which the Grantee has elected to defer the receipt of the Shares or cash issuable pursuant to the Award.


 


(k) Transferability of Awards. Unless
the Administrator provides otherwise, no Award may be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Grantee, only
by the Grantee. Notwithstanding the foregoing, the Grantee may designate one or more beneficiaries of the Grantee’s Award
in the event of the Grantee’s death on a beneficiary designation form provided by the Administrator. Without limiting the
foregoing, in no event may an Award be transferred to a third party for monetary consideration.


 


(l) Time of Granting Awards. The date
of grant of an Award shall for all purposes be the date on which the Administrator makes the determination to grant such Award,
or such other later date as is determined by the Administrator.


 


(m) Stock Appreciation Rights. A SAR
may be granted (i) with respect to any Option granted under this Plan, either concurrently with the grant of such Option or at
such later time as determined by the Administrator (as to all or any portion of the Shares subject to the Option), or (ii) alone,
without reference to any related Option. Each SAR granted by the Administrator under this Plan shall be subject to the following
terms and conditions. Each SAR granted to any Grantee shall relate to such number of Shares as shall be determined by the Administrator,
subject to adjustment as provided in Section 13. In the case of a SAR granted with respect to an Option, the number of Shares to
which the SAR pertains shall be reduced in the same proportion that the holder of the Option exercises the related Option. The
exercise price of a SAR will be determined by the Administrator at the date of grant but may not be less than 100% of the Fair
Market Value of the Shares subject thereto on the date of grant. Subject to the right of the Administrator to deliver cash in lieu
of Shares (which, as it pertains to Officers and Directors of the Company, shall comply with all applicable requirements of the
Exchange Act), the number of Shares which shall be issuable upon the exercise of a SAR shall be determined by dividing:


 






    10


     


    

 


(i) the number of Shares as to which the
SAR is exercised multiplied by the amount of the appreciation in such Shares (for this purpose, the “appreciation”
shall be the amount by which the Fair Market Value of the Shares subject to the SAR on the exercise date exceeds (1) in the case
of a SAR related to an Option, the exercise price of the Shares under the Option or (2) in the case of a SAR granted alone, without
reference to a related Option, an amount which shall be determined by the Administrator at the time of grant, subject to adjustment
under Section 13); by


 


(ii) the Fair Market Value of a Share on
the exercise date.


 


In lieu of issuing Shares upon the exercise of a SAR, the Administrator
may elect to pay the holder of the SAR cash equal to the Fair Market Value on the exercise date of any or all of the Shares which
would otherwise be issuable. No fractional Shares shall be issued upon the exercise of a SAR; instead, the holder of the SAR shall
be entitled to receive a cash adjustment equal to the same fraction of the Fair Market Value of a Share on the exercise date or
to purchase the portion necessary to make a whole share at its Fair Market Value on the date of exercise. The exercise of a SAR
related to an Option shall be permitted only to the extent that the Option is exercisable under Section 11 on the date of surrender.
Any Incentive Stock Option surrendered pursuant to the provisions of this Section 6(m) shall be deemed to have been converted into
a Non-Statutory Stock Option immediately prior to such surrender.


 


7. Award Exercise or Purchase Price,
Consideration and Taxes.


 


(a) Exercise or Purchase Price. The
exercise or purchase price, if any, for an Award shall be as follows.


 


(i) In the case of an Incentive Stock Option:


 


(1) granted to an Employee who, at the time
of the grant of such Incentive Stock Option owns stock representing more than ten percent (10%) of the voting power of all classes
of stock of the Company or any Related Entity, the per Share exercise price shall be not less than one hundred ten percent (110%)
of the Fair Market Value per Share on the date of grant; or


 


(2) granted to any Employee other than an
Employee described in the preceding paragraph, the per Share exercise price shall be not less than one hundred percent (100%) of
the Fair Market Value per Share on the date of grant. 


 


(ii) In the case of a Non-Statutory Stock
Option, the per Share exercise price shall be not less than one-hundred percent (100%) of the Fair Market Value per Share on the
date of grant, except with respect to Substitute Awards.


 


(iii) In the case of other Awards, such
price as is determined by the Administrator.


 


(iv) Notwithstanding the foregoing provisions
of this Section 7(a), in the case of an Award issued pursuant to Section 6(e), above, the exercise or purchase price
for the Award shall be determined in accordance with the provisions of the relevant instrument evidencing the agreement to issue
such Award.


 






    11


     


    

 


(b) Consideration. Subject to Applicable
Laws, the consideration to be paid for the Shares to be issued upon exercise or purchase of an Award, including the method of payment,
shall be determined by the Administrator. In addition to any other types of consideration the Administrator may determine, the
Administrator is authorized to accept as consideration for Shares issued under the Plan the following:


 


(i) cash;


 


(ii) check;


 


(iii) surrender of Shares or delivery of
a properly executed form of attestation of ownership of Shares as the Administrator may require which have a Fair Market Value
on the date of surrender or attestation equal to the aggregate exercise price of the Shares as to which said Award shall be exercised;


 


(iv) with respect to Options, payment through
a broker-dealer sale and remittance procedure pursuant to which the Grantee (A) shall provide written instructions to a broker-dealer
acceptable to the Company to effect the immediate sale of some or all of the purchased Shares and remit to the Company sufficient
funds to cover the aggregate exercise price payable for the purchased Shares and (B) shall provide written directives to the Company
to deliver the certificates (or other evidence satisfactory to the Company to the extent that the Shares are uncertificated) for
the purchased Shares directly to such broker-dealer in order to complete the sale transaction;


 


(v) with respect to Options, payment through
a “net exercise” such that, without the payment of any funds, the Grantee may exercise the Option and receive the net
number of Shares equal to (i) the number of Shares as to which the Option is being exercised, multiplied by (ii) a fraction,
the numerator of which is the Fair Market Value per Share (on such date as is determined by the Administrator) less the Exercise
Price per Share, and the denominator of which is such Fair Market Value per Share; or


 


(vi) any combination of the foregoing methods
of payment.  


 


The Administrator may at any time or from time to time, by adoption
of or by amendment to the standard forms of Award Agreement described in Section 4(c)(iv), or by other means, grant Awards
which do not permit all of the foregoing forms of consideration to be used in payment for the Shares or which otherwise restrict
one or more forms of consideration.


 


8. Notice to Company of Disqualifying
Disposition. Each Employee who receives an Incentive Stock Option must agree to notify the Company in writing immediately after
the Employee makes a Disqualifying Disposition of any Common Stock acquired pursuant to the exercise of an Incentive Stock Option.


 


9. Tax Withholding.


 


(a) Prior to the delivery of any Shares or
cash pursuant to an Award (or the exercise thereof), or at such other time as the Tax Obligations are due, the Company, in accordance
with the Code and any Applicable Laws, shall have the power and the right to deduct or withhold, or require a Grantee to remit
to the Company, an amount sufficient to satisfy all Tax Obligations. The Administrator may condition such delivery, payment, or
other event pursuant to an Award on the payment by the Grantee of any such Tax Obligations.


 


(b) The Administrator, pursuant to such procedures
as it may specify from time to time, may designate the method or methods by which a Grantee may satisfy the Tax Obligations. As
determined by the Administrator from time to time, these methods may include one or more of the following:


 


(i) paying cash;


 


(ii) electing to have the Company withhold
cash or Shares deliverable to the Grantee having a Fair Market Value equal to the amount required to be withheld;


 


(iii) delivering to the Company already-owned
Shares having a Fair Market Value equal to the amount required to be withheld or remitted, provided the delivery of such Shares
will not result in any adverse accounting consequences as the Administrator determines;


 






    12


     


    

 


(iv) selling a sufficient number of Shares
otherwise deliverable to the Grantee through such means as the Administrator may determine (whether through a broker or otherwise)
equal to the Tax Obligations required to be withheld;


 


(v) retaining from salary or other amounts
payable to the Grantee cash having a sufficient value to satisfy the Tax Obligations; or


 


(vi) any other means which the Administrator
determines to both comply with Applicable Laws, and to be consistent with the purposes of the Plan.


  


The amount of Tax Obligations will be deemed to include any
amount that the Administrator determines may be withheld at the time the election is made, not to exceed the amount determined
by using the maximum federal, state, local and foreign marginal income tax rates applicable to the Grantee or the Company, as applicable,
with respect to the Award on the date that the amount of tax or social insurance liability to be withheld or remitted is to be
determined. The Fair Market Value of the Shares to be withheld or delivered shall be determined as of the date that the Tax Obligations
are required to be withheld.


 


10. Rights As a Stockholder.


 


(a) Restricted Stock. Except as otherwise
provided in any Award Agreement, a Grantee will not have any rights of a stockholder with respect to any of the Shares granted
to the Grantee under an Award of Restricted Stock (including the right to vote or receive dividends and other distributions paid
or made with respect thereto). No dividends or Dividend Equivalent Rights shall be paid with respect of any unvested Award of Restricted
Stock, unless and until such Shares vest.


 


(b) Other Awards. In the case of Awards
other than Restricted Stock, except as otherwise provided in any Award Agreement, a Grantee will not have any rights of a stockholder.
No dividends or Dividend Equivalent Rights shall be paid with respect to any of the Shares granted pursuant to such Award until
the Award vests and is paid. No Dividend Equivalent Rights may accrue or be paid on Options or SARs.


 


11. Exercise of Award.


 


(a) Procedure for Exercise.


 


(i) Any Award granted hereunder shall be
exercisable at such times and under such conditions as determined by the Administrator under the terms of the Plan and as specified
in the Award Agreement.


 


(ii) An Award shall be deemed to be exercised
when written notice of such exercise has been given to the Company in accordance with the terms of the Award by the person entitled
to exercise the Award and full payment for the Shares with respect to which the Award is exercised has been made, including, to
the extent selected, use of the broker-dealer sale and remittance procedure to pay the purchase price as provided in Section 7(b)(iv).


 


(b) Exercise of Award Following Termination
of Continuous Service. In the event of termination of a Grantee’s Continuous Service for any reason other than Disability
or death, such Grantee may, but only during the Post-Termination Exercise Period (but in no event later than the expiration date
of the term of such Award as set forth in the Award Agreement), exercise the portion of the Grantee’s Award that was vested
at the date of such termination or such other portion of the Grantee’s Award as may be determined by the Administrator. The
Administrator may extend the Post-Termination Exercise Period as it deems appropriate and consistent with the terms of the Plan.
The Grantee’s Award Agreement may provide that upon the termination of the Grantee’s Continuous Service for Cause,
the Grantee’s right to exercise the Award shall terminate concurrently with the termination of Grantee’s Continuous
Service. In the event of a Grantee’s change of status from Employee to Consultant, an Employee’s Incentive Stock Option
shall convert automatically to a Non-Statutory Stock Option on the day three (3) months and one day following such change of status.
To the extent that the Grantee’s Award was unvested at the date of termination, or if the Grantee does not exercise the vested
portion of the Grantee’s Award within the Post-Termination Exercise Period, the Award shall terminate.


 






    13


     


    

 


(c) Disability of Grantee. In
the event of termination of a Grantee’s Continuous Service as a result of his or her Disability, such Grantee may, but only
within twelve (12) months from the date of such termination (or such longer period as specified in the Award Agreement but
in no event later than the expiration date of the term of such Award as set forth in the Award Agreement), exercise the portion
of the Grantee’s Award that was vested at the date of such termination; provided, however, that if such Disability is not
a “disability” as such term is defined in Section 22(e)(3) of the Code, in the case of an Incentive Stock Option
such Incentive Stock Option shall automatically convert to a Non-Statutory Stock Option on the day three (3) months and one day
following such termination. To the extent that the Grantee’s Award was unvested at the date of termination, or if Grantee
does not exercise the vested portion of the Grantee’s Award within the time specified herein, the Award shall terminate.


 


(d) Death of Grantee. In the event
of a termination of the Grantee’s Continuous Service as a result of his or her death, or in the event of the death of the
Grantee during the Post-Termination Exercise Period or during the twelve (12) month period following the Grantee’s termination
of Continuous Service as a result of his or her Disability, the Grantee’s estate or a person who acquired the right to exercise
the Award by bequest or inheritance may exercise the portion of the Grantee’s Award that was vested as of the date of termination,
within twelve (12) months from the date of death (or such longer period as specified in the Award Agreement but in no event later
than the expiration of the term of such Award as set forth in the Award Agreement). To the extent that, at the time of death, the
Grantee’s Award was unvested, or if the Grantee’s estate or a person who acquired the right to exercise the Award by
bequest or inheritance does not exercise the vested portion of the Grantee’s Award within the time specified herein, the
Award shall terminate.


 


(e) Extension if Exercise Prevented by
Law. Notwithstanding the foregoing, if the exercise of an Award within the applicable time periods set forth in this Section 11
is prevented by the provisions of Section 12 below, the Award shall remain exercisable until one (1) month after the date
the Grantee is notified by the Company that the Award is exercisable, but in any event no later than thirty (30) days immediately
following the expiration of the term of such Award as set forth in the Award Agreement, consistent with section 409A of the Code.


 


12. Conditions Upon Issuance of Shares;
Manner of Issuance of Shares.


 


(a) If at any time the Administrator determines
that the delivery of Shares pursuant to the exercise, vesting or any other provision of an Award is or may be unlawful under Applicable
Laws, the vesting or right to exercise an Award or to otherwise receive Shares pursuant to the terms of an Award shall be suspended
until the Administrator determines that such delivery is lawful and shall be further subject to the approval of counsel for the
Company with respect to such compliance. The Company shall have no obligation to effect any registration or qualification of the
Shares under any Applicable Law. 


 


(b) As a condition to the exercise of an Award,
the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares
are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion
of counsel for the Company, such a representation is required by any Applicable Laws.


 


(c) Subject to the Applicable Laws and any
governing rules or regulations, the Company shall issue or cause to be issued the Shares acquired pursuant to an Award and shall
deliver such Shares to or for the benefit of the Grantee by means of one or more of the following as determined by the Administrator:
(i) by delivering to the Grantee evidence of book entry Shares credited to the account of the Grantee, (ii) by depositing such
Shares for the benefit of the Grantee with any broker with which the Grantee has an account relationship, or (iii) by delivering
such Shares to the Grantee in certificate form.


 


(d) No fractional Shares shall be issued pursuant
to any Award under the Plan; any Grantee who would otherwise be entitled to receive a fraction of a Share upon exercise or vesting
of an Award will receive from the Company cash in lieu of such fractional Shares in an amount equal to the Fair Market Value of
such fractional Shares, as determined by the Administrator.


 






    14


     


    

 


13. Adjustments. Subject to any required
action by the stockholders of the Company, the number of Shares covered by each outstanding Award, and the number of Shares which
have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to
the Plan, the exercise or purchase price of each such outstanding Award, as well as any other terms that the Administrator determines
require adjustment shall be proportionately adjusted for (i) any increase or decrease in the number of issued and outstanding
Shares resulting from a stock split, reverse stock split, stock dividend, extraordinary cash dividend, combination or reclassification
of the Shares, or similar transaction affecting the Shares, (ii) any other increase or decrease in the number of issued and
outstanding Shares effected without receipt of consideration by the Company, or (iii) any other transaction with respect to
the Company’s Common Stock including a corporate merger, consolidation, acquisition of property or stock, separation (including
a spin-off or other distribution of stock or property), reorganization, liquidation (whether partial or complete) or any similar
transaction; provided, however that conversion of any convertible securities of the Company shall not be deemed to have been “effected
without receipt of consideration.” Such adjustment shall be made by the Administrator and its determination shall be final,
binding and conclusive. Except as the Administrator determines, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no adjustment by reason hereof shall be made with respect
to, the number or price of Shares subject to an Award.


  


14. Corporate Transactions.


 


(a) Unless otherwise set forth in an Award
Agreement, if a Corporate Transaction occurs and Grantees’ Awards remain outstanding after the Corporate Transaction (or
are assumed by, or converted to similar awards with equivalent value as of the date of the Corporate Transaction of, the surviving
corporation (or a parent or subsidiary of the surviving corporation)), and the Grantee incurs an involuntary separation from service
by the Company or a Related Entity or successor other than for Cause during a period specified by the Committee, (i) all outstanding
Options and SARs shall automatically accelerate and become fully exercisable, (ii) any restrictions and conditions on outstanding
Restricted Stock shall immediately lapse, and (iii) Awards of Restricted Stock Units or of other rights or benefits shall become
payable. In that event, Awards that are based on performance goals shall vest and be payable as determined by the Committee.


 


(b) Unless otherwise set forth in an Award
Agreement, if a Corporate Transaction occurs and Grantees’ Awards do not remain outstanding after the Corporate Transaction
(and are not assumed by, or converted to similar awards with equivalent value as of the date of the Corporate Transaction of, the
surviving corporation (or a parent or subsidiary of the surviving corporation)), (i) all outstanding Options and SARs shall immediately
vest and become exercisable, (ii) any restrictions on Restricted Stock shall immediately lapse, and (iii) Awards of Restricted
Stock Units or of other rights or benefits shall become payable as of the date of the Corporate Transaction. In that event, Awards
that are based on performance goals shall vest and be payable as determined by the Committee.


 


(c) Notwithstanding the foregoing, the Committee
may establish such other terms and conditions relating to the effect of a Corporate Transaction on Awards as the Committee deems
appropriate. In addition to other actions, in the event of a Corporate Transaction, the Committee may take any one or more of the
following actions with respect to any or all outstanding Awards, without the consent of any Grantee: (i) the Committee may determine
that outstanding Awards shall be assumed by, or replaced with awards that have comparable terms by, the surviving corporation (or
a parent or subsidiary of the surviving corporation); (ii) the Committee may determine that outstanding Options and SARs shall
automatically accelerate and become fully exercisable, and the restrictions and conditions on outstanding Restricted Stock shall
immediately lapse; (iii) the Committee may determine that Grantees shall receive a payment in settlement of outstanding Awards
of Restricted Stock Units or of other rights or benefits, in such amount and form as may be determined by the Committee; (iv) the
Committee may require that Grantees surrender their outstanding Options and SARs in exchange for a payment by the Company, in cash
or Shares as determined by the Committee, in an amount equal to the amount, if any, by which the then Fair Market Value of the
Shares subject to the Grantee’s unexercised Options and SARs exceeds the exercise price, and (v) after giving Grantees an
opportunity to exercise all of their outstanding Options and SARs, the Committee may terminate any or all unexercised Options and
SARs at such time as the Committee deems appropriate. Such surrender, termination or payment shall take place as of the date of
the Corporate Transaction or such other date as the Committee may specify. Without limiting the foregoing, if the per share Fair
Market Value of the Shares does not exceed the per share exercise price, the Company shall not be required to make any payment
to the Grantee upon surrender of the Option or SAR. Any acceleration, surrender, termination, settlement or conversion shall take
place as of the date of the Corporate Transaction or such other date as the Committee may specify.


 






    15


     


    

 


(d) Effect of Acceleration on Incentive
Stock Options. Any Incentive Stock Option accelerated under this Section 14 in connection with a Corporate Transaction
shall remain exercisable as an Incentive Stock Option under the Code only to the extent the $100,000 limitation of Section 422(d)
of the Code is not exceeded.


 


15. Effective Date and Term of Plan.
The Plan shall become effective upon the Effective Date, and will continue in effect for a term of ten (10) years from the Effective
Date unless sooner terminated by the Board. Termination of the Plan shall not affect the terms or conditions of any Award granted
prior to such termination. Awards hereunder may be made at any time prior to the termination of the Plan, except that no Incentive
Stock Options shall be granted after the tenth anniversary of the date on which the Plan was adopted by the Board.


 


16. Amendment, Suspension or Termination
of the Plan.


 


(a) The Board may at any time amend, suspend
or terminate the Plan in any respect, except that it may not, without the approval of the stockholders obtained within twelve (12)
months before or after the Board adopts a resolution authorizing any of the following actions, do any of the following:


 


(i) increase the total number of shares
that may be issued under the Plan (except by adjustment pursuant to Section 13);


  


(ii) modify the provisions of Section 6
regarding eligibility for grants of Incentive Stock Options;


 


(iii) modify the provisions of Section 7(a)
regarding the exercise price at which shares may be offered pursuant to Options (except by adjustment pursuant to Section 13);


 


(iv) extend the expiration date of the Plan;
and


 


(v) other than pursuant to Section 13 or
in connection with a Corporate Transaction, the Administrator shall not without the approval of the Company’s stockholders
(a) lower the exercise price of an Option or SAR, (b) cancel an Option or SAR when the exercise price per Share exceeds the Fair
Market Value of a Share in exchange for cash or another Award, or (c) take any other action with respect to an Option or SAR that
would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the
Shares are listed.


 


(b) No Award may be granted during any suspension
of the Plan or after termination of the Plan.


 


(c) No suspension or termination of the Plan
shall materially adversely affect any rights under Awards already granted to a Grantee without his or her consent.


 


17. Reservation of Shares.


 


(a) The Company, during the term of the Plan,
will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.


 


(b) The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary
to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to
issue or sell such Shares as to which such requisite authority shall not have been obtained.


 


18. No Effect on Terms of Employment/Consulting
Relationship. The Plan shall not confer upon any Grantee any right with respect to the Grantee’s Continuous Service,
nor shall it interfere in any way with his or her right or the right of the Company or a Related Entity to terminate the Grantee’s
Continuous Service at any time, with or without Cause, and with or without notice. The ability of the Company or any Related Entity
to terminate the employment of a Grantee who is employed at will is in no way affected by its determination that the Grantee’s
Continuous Service has been terminated for Cause for the purposes of this Plan.


 






    16


     


    

 


19. No Effect on Retirement and Other
Benefit Plans. Except as specifically provided in a retirement or other benefit plan of the Company or a Related Entity, Awards
shall not be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company or
a Related Entity, and shall not affect any benefits under any other benefit plan of any kind or any benefit plan subsequently instituted
under which the availability or amount of benefits is related to level of compensation. The Plan is not a “Retirement Plan”
or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended.


  


20. Information to Grantees. The
Company shall provide to each Grantee, during the period for which such Grantee has one or more Awards outstanding, such information
as required by Applicable Laws.


 


21. Electronic Delivery. The Administrator
may decide to deliver any documents related to any Award granted under the Plan through an online or electronic system established
and maintained by the Company or another third party designated by the Company or to request a Grantee’s consent to participate
in the Plan by electronic means. By accepting an Award, each Grantee consents to receive such documents by electronic delivery
and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or another
third party designated by the Company, and such consent shall remain in effect throughout Grantee’s Continuous Service with
the Company and any Related Entity and thereafter until withdrawn in writing by Grantee.


 


22. Data Privacy. The Administrator
may decide to collect, use and transfer, in electronic or other form, personal data as described in this Plan or any Award for
the exclusive purpose of implementing, administering and managing participation in the Plan. By accepting an Award, each Grantee
acknowledges that the Company holds certain personal information about Grantee, including, but not limited to, name, home address
and telephone number, date of birth, social security number or other identification number, salary, nationality, job title, details
of all Awards awarded, cancelled, exercised, vested or unvested, for the purpose of implementing, administering and managing the
Plan (the “Data”). Each Grantee further acknowledges that Data may be transferred to any third parties
assisting in the implementation, administration and management of the Plan and that these third parties may be located in jurisdictions
that may have different data privacy laws and protections, and Grantee authorizes such third parties to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Plan,
including any requisite transfer of such Data as may be required to a broker or other third party with whom the recipient or the
Company may elect to deposit any Shares acquired upon any Award.


 


23. Compliance with Section 409A of the
Code. This Plan and Awards granted hereunder are intended to comply with the requirements of Section 409A of the Code, to the
extent applicable. All Awards shall be construed and administered such that the Award either (i) qualifies for an exemption from
the requirements of Section 409A or (ii) satisfies the requirements of Section 409A. If an Award is subject to Section 409A, unless
the Award Agreement specifically provides otherwise: (i) distributions shall only be made in a manner and upon an event permitted
under Section 409A, (ii) payments to be made upon a termination of employment shall only be made upon a “separation from
service” under Section 409A, (iii) payments to be made upon a Corporate Transaction shall only be made upon a “change
of control event” under Section 409A, (iv) each payment shall be treated as a separate payment for purposes of Section 409A,
and (v) in no event shall a Grantee, directly or indirectly, designate the calendar year in which a distribution is made, except
in accordance with Section 409A. Any Award granted under this Plan that is subject to Section 409A and that is to be distributed
to a “specified employee” (as defined in Section 409A) upon a 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 Grantee’s separation
from service, if required by Section 409A. If a distribution is delayed pursuant to Section 409A, the distribution shall be paid
within 30 days after the end of the six-month period or the Grantee’s death, if earlier. Notwithstanding any provision of
the Plan to the contrary, in the event that following the effective date of the Plan the Administrator determines that any Award
may be subject to Section 409A, the Administrator may adopt such amendments to the Plan and the applicable Award Agreement or adopt
other policies and procedures, or take any other actions, that the Administrator determines are necessary or appropriate to (1)
exempt the Award from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the Award,
or (2) comply with the requirements of Section 409A. Notwithstanding anything in the Plan or any Award Agreement to the contrary,
each Grantee shall be solely responsible for the tax consequences of Awards, and in no event shall the Company have any responsibility
or liability if an Award does not meet any applicable requirements of section 409A. Although the Company intends to administer
the Plan to prevent taxation under section 409A, the Company does not represent or warrant that the Plan or any Award complies
with any provision of federal, state, local or other tax law.


 






    17


     


    

  


24. Unfunded Obligation. Grantees
shall have the status of general unsecured creditors of the Company. Any amounts payable to Grantees pursuant to the Plan shall
be unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the Employee Retirement
Income Security Act of 1974, as amended. Neither the Company nor any Related Entity shall be required to segregate any monies from
its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company shall
retain at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill
its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Grantee account shall not
create or constitute a trust or fiduciary relationship between the Administrator, the Company or any Related Entity and a Grantee,
or otherwise create any vested or beneficial interest in any Grantee or the Grantee’s creditors in any assets of the Company
or a Related Entity. The Grantees shall have no claim against the Company or any Related Entity for any changes in the value of
any assets that may be invested or reinvested by the Company with respect to the Plan.


 


25. Clawback/Repayment. All Awards
shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any applicable
clawback, forfeiture or other similar policy adopted by the Board or Committee and as in effect from time to time; and (ii) applicable
law. Further, to the extent that the Grantee receives any amount in excess of the amount that the Grantee should otherwise have
received under the terms of the Award for any reason (including, without limitation, by reason of a financial restatement, mistake
in calculations or other administrative error), the Grantee may be required to repay any such excess amount to the Company.


 


26. Construction. Captions and titles
contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except
when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of
the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.


 




 


18