Exhibit
10.1


 


POLARITYTE,
INC. 


 


2020
STOCK OPTION AND INCENTIVE PLAN 


 


SECTION
1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS


 


The
name of the plan is the PolarityTE, Inc. 2020 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan
is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of PolarityTE, Inc. (the “Company”)
and its Affiliates upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business
to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s
welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating
their efforts on the Company’s behalf and strengthening their desire to remain with the Company.


 


The
following terms shall be defined as set forth below:


 


“Act”
means the Securities Act of 1933, as amended, and the rules and regulations thereunder.


 


“Administrator”
means either the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation
committee and which is comprised of not less than two Non-Employee Directors who are independent.


 


“Affiliate”
means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined
in Rule 405 of the Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary”
status is determined within the foregoing definition.


 


“Award”
or “Awards,” except where referring to a particular category of grant under the Plan, shall include Incentive
Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted
Stock Awards, Cash-Based Awards, and Dividend Equivalent Rights.


 


“Award
Certificate” means a written or electronic document setting forth the terms and provisions applicable to an Award granted
under the Plan. Each Award Certificate is subject to the terms and conditions of the Plan.


 


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


 


“Cash-Based
Award” means an Award entitling the recipient to receive a cash-denominated payment.


 


“Code”
means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.


 


“Consultant”
means a consultant or adviser who provides bona fide services to the Company or an Affiliate as an independent contractor
and who qualifies as a consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the Act.


 


“Dividend
Equivalent Right” means an Award entitling the grantee to receive credits based on cash dividends that would have been
paid on the shares of Stock specified in the Dividend Equivalent Right (or other award to which it relates) if such shares had
been issued to and held by the grantee.


 


“Effective
Date” means the date on which the Plan becomes effective as set forth in Section 9.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 




    	 	 	 



    	 



    

 


“Fair
Market Value” of the Stock on any given date means the fair market value of the Stock determined in good faith by the
Administrator; provided, however, that if the Stock is listed on the National Association of Securities Dealers Automated Quotation
System (“NASDAQ”), NASDAQ Global Market, The New York Stock Exchange or another national securities exchange or traded
on any established market, the Fair Market Value shall be the closing price of the Stock reported on such exchange and, if there
is no closing price reported for such date, the determination shall be made by reference to the last date preceding such date
for which there is a closing price reported.


 


“Incentive
Stock Option” means any Stock Option designated and qualified as an “incentive stock option” as defined
in Section 422 of the Code.


 


“Non-Employee
Director” means a member of the Board who is not also an employee of the Company or any Subsidiary.


 


“Non-Qualified
Stock Option” means any Stock Option that is not an Incentive Stock Option.


 


“Option”
or “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5.


 


“Registration
Date” means the date upon which the registration statement on Form S-1 that is filed by the Company with respect to
its initial public offering is declared effective by the Securities and Exchange Commission.


 


“Restricted
Shares” means the shares of Stock underlying a Restricted Stock Award that remain subject to a risk of forfeiture or
the Company’s right of repurchase.


 


“Restricted
Stock Award” means an Award of Restricted Shares subject to such restrictions and conditions as the Administrator may
determine at the time of grant.


 


“Restricted
Stock Units” means an Award of stock units subject to such restrictions and conditions as the Administrator may determine
at the time of grant.


 


“Sale
Event” shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an
unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s
outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding
voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if
applicable) immediately upon completion of such transaction, (iii) the sale of all of the Stock of the Company to an unrelated
person, entity or group thereof acting in concert, or (iv) any other transaction in which the owners of the Company’s outstanding
voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company
or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities
directly from the Company.


 


“Sale
Price” means the value as determined by the Administrator of the consideration payable, or otherwise to be received
by stockholders, per share of Stock pursuant to a Sale Event.


 


“Section
409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder.


 


“Service
Relationship” means any relationship as an employee, director or Consultant of the Company or any Affiliate (e.g., a
Service Relationship shall be deemed to continue without interruption in the event an individual’s status changes from full-time
employee to part-time employee or Consultant).


 


“Stock”
means the Common Stock, par value $0.001 per share, of the Company, subject to adjustments pursuant to Section 3.


 


“Stock
Appreciation Right” means an Award entitling the recipient to receive shares of Stock (or cash, to the extent explicitly
provided for in the applicable Award Certificate) having a value equal to the excess of the Fair Market Value of the Stock on
the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with
respect to which the Stock Appreciation Right shall have been exercised.


 



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“Subsidiary”
means any corporation or other entity (other than the Company) in which the Company has at least a 50 percent interest, either
directly or indirectly.


 


“Ten
Percent Owner” means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d)
of the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent or subsidiary
corporation.


 


“Unrestricted
Stock Award” means an Award of shares of Stock free of any restrictions.


 


SECTION
2. ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS


 


(a) Administration
of Plan. The Plan shall be administered by the Administrator.


 


(b) Powers
of Administrator. The Administrator shall have the power and authority to grant Awards consistent with the terms of the Plan,
including the power and authority:


 


(i) to
select the individuals to whom Awards may from time to time be granted;


 


(ii) to
determine the time or times of grant, and the extent, if any, of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation
Rights, Restricted Stock Awards, Restricted Stock Units, Unrestricted Stock Awards, Cash-Based Awards, and Dividend Equivalent
Rights, or any combination of the foregoing, granted to any one or more grantees;


 


(iii) to
determine the number of shares of Stock to be covered by any Award;


 


(iv) to
determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the
Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the forms of Award
Certificates;


 


(v) to
accelerate at any time the exercisability or vesting of all or any portion of any Award;


 


(vi) subject
to the provisions of Section 5(c), to extend at any time the period in which Stock Options may be exercised; and


 


(vii) at
any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and
proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written
instruments); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising
in connection with the Plan; and to otherwise supervise the administration of the Plan.


 


All
decisions and interpretations of the Administrator shall be binding on all persons, including the Company and Plan grantees.


 


(c) Delegation
of Authority to Grant Awards. Subject to applicable law, the Administrator, in its discretion, may delegate to a committee
consisting of one or more officers of the Company including the Chief Executive Officer of the Company all or part of the Administrator’s
authority and duties with respect to the granting of Awards to individuals who are (i) not subject to the reporting and other
provisions of Section 16 of the Exchange Act and (ii) not members of the delegated committee. Any such delegation by the Administrator
shall include a limitation as to the amount of Stock underlying Awards that may be granted during the period of the delegation
and shall contain guidelines as to the determination of the exercise price and the vesting criteria. The Administrator may revoke
or amend the terms of a delegation at any time, but such action shall not invalidate any prior actions of the Administrator’s
delegate or delegates that were consistent with the terms of the Plan.


 


(d) Award
Certificate. Awards under the Plan shall be evidenced by Award Certificates that set forth the terms, conditions and limitations
for each Award, which may include, without limitation, the term of an Award and the provisions applicable in the event employment
or service terminates.


 




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(e) Indemnification.
Neither the Board nor the Administrator, nor any member of either or any delegate thereof, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and
the Administrator (and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company
in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or
resulting therefrom to the fullest extent permitted by law or under the Company’s certificate of incorporation or bylaws
or any directors’ and officers’ liability insurance coverage that may be in effect from time to time or any indemnification
agreement between such individual and the Company.


 


(f) Foreign
Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries
in which the Company and its Subsidiaries operate or have employees or other individuals eligible for Awards, the Administrator,
in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries shall be covered by the Plan;
(ii) determine which individuals outside the United States are eligible to participate in the Plan; (iii) modify the terms and
conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish
subplans and modify exercise procedures and other terms and procedures, to the extent the Administrator determines such actions
to be necessary or advisable (and such subplans or modifications shall be attached to this Plan as appendices); provided, however,
that no such subplans or modifications shall increase the share limitations contained in Section 3(a) hereof; and (v) take any
action, before or after an Award is made, that the Administrator determines to be necessary or advisable to obtain approval or
comply with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Administrator may not
take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other applicable United
States securities law, the Code, or any other applicable United States governing statute or law.


 


SECTION
3. STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION


 


(a) Stock
Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 3,000,000 (the
“Initial Limit”), subject to adjustment as provided in Section 3(b), plus on January 1, 2021 and each January 1 thereafter,
the number of shares of Stock reserved and available for issuance under the Plan shall be cumulatively increased by the lesser
of (i) four (4) percent of the number of shares of Stock issued and outstanding on the immediately preceding December 31 or (ii)
such lesser number of shares as determined by the Administrator (the “Annual Increase”). Subject to such overall limitation,
the maximum aggregate number of shares of Stock that may be issued in the form of Incentive Stock Options shall not exceed the
Initial Limit cumulatively increased on January 1, 2021 and on each January 1 thereafter by the lesser of the Annual Increase
for such year or such lesser number of shares as determined by the Administrator, subject in all cases to adjustment as provided
in Section 3(b). For purposes of this limitation, the shares of Stock underlying any awards under the Plan that are forfeited,
canceled, held back upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding, reacquired
by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) shall
be added back to the shares of Stock available for issuance under the Plan and, to the extent permitted under Section 422 of the
Code and the regulations promulgated thereunder, the shares of Stock that may be issued as Incentive Stock Options. In the event
the Company repurchases shares of Stock on the open market, such shares shall not be added to the shares of Stock available for
issuance under the Plan. Subject to such overall limitations, shares of Stock may be issued up to such maximum number pursuant
to any type or types of Award. The shares available for issuance under the Plan may be authorized but unissued shares of Stock
or shares of Stock reacquired by the Company.


 


(b) Changes
in Stock. Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock
dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares
of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company,
or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with
respect to such shares of Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially
all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company
or any successor entity (or a parent or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment
in (i) the maximum number of shares reserved for issuance under the Plan, including the maximum number of shares that may be issued
in the form of Incentive Stock Options, (ii) the number and kind of shares or other securities subject to any then outstanding
Awards under the Plan, (iii) the repurchase price, if any, per share subject to each outstanding Restricted Stock Award, and (iv)
the exercise price for each share subject to any then outstanding Stock Options and Stock Appreciation Rights under the Plan,
without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of shares subject to Stock Options
and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable. The Administrator
shall also make equitable or proportionate adjustments in the number of shares subject to outstanding Awards and the exercise
price and the terms of outstanding Awards to take into consideration cash dividends paid other than in the ordinary course or
any other extraordinary corporate event. The adjustment by the Administrator shall be final, binding and conclusive. No fractional
shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Administrator in its discretion may
make a cash payment in lieu of fractional shares.


 




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(c) Mergers
and Other Transactions. In the case of and subject to the consummation of a Sale Event, the parties thereto may cause the
assumption or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards with new
Awards of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate,
the per share exercise prices, as such parties shall agree. To the extent the parties to such Sale Event do not provide for the
assumption, continuation or substitution of Awards, upon the effective time of the Sale Event, the Plan and all outstanding Awards
granted hereunder shall terminate. In such case, except as may be otherwise provided in the relevant Award Certificate, all Options
and Stock Appreciation Rights with time-based vesting conditions or restrictions that are not vested or exercisable immediately
prior to the effective time of the Sale Event may become fully vested and exercisable as of the effective time of the Sale Event
at the discretion of the Administrator, all other Awards with time-based vesting, conditions or restrictions may become fully
vested and non-forfeitable as of the effective time of the Sale Event at the discretion of the Administrator, and all Awards with
conditions and restrictions relating to the attainment of performance goals may become vested and non-forfeitable in connection
with a Sale Event in the Administrator’s discretion or to the extent specified in the relevant Award Certificate. In the
event of such termination, (i) the Company shall have the option (in its sole discretion) to make or provide for a payment, in
cash or in kind, to the grantees holding Options and Stock Appreciation Rights, in exchange for the cancellation thereof, in an
amount equal to the difference between (A) the Sale Price multiplied by the number of shares of Stock subject to outstanding Options
and Stock Appreciation Rights (to the extent then exercisable at prices not in excess of the Sale Price) and (B) the aggregate
exercise price of all such outstanding Options and Stock Appreciation Rights (provided that, in the case of an Option or Stock
Appreciation Right with an exercise price equal to or less than the Sale Price, such Option or Stock Appreciation Right shall
be cancelled for no consideration); or (ii) each grantee shall be permitted, within a specified period of time prior to the consummation
of the Sale Event as determined by the Administrator, to exercise all outstanding Options and Stock Appreciation Rights (to the
extent then exercisable) held by such grantee. The Company shall also have the option (in its sole discretion) to make or provide
for a payment, in cash or in kind, to the grantees holding other Awards in an amount equal to the Sale Price multiplied by the
number of vested shares of Stock under such Awards.


 


SECTION
4. ELIGIBILITY


 


Grantees
under the Plan will be such employees, Non-Employee Directors and Consultants of the Company and its Affiliates as are selected
from time to time by the Administrator in its sole discretion; provided that Awards may not be granted to employees, Directors
or Consultants who are providing services only to any “parent” of the Company, as such term is defined in Rule 405
of the Act, unless (i) the stock underlying the Awards is treated as “service recipient stock” under Section 409A
or (ii) the Company has determined that such Awards are exempt from or otherwise comply with Section 409A.


 


SECTION
5. STOCK OPTIONS


 


(a) Award
of Stock Options. The Administrator may grant Stock Options under the Plan. Any Stock Option granted under the Plan shall
be in such form as the Administrator may from time to time approve. Stock Options granted under the Plan may be either Incentive
Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees of the Company or any Subsidiary
that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code. To the extent that any Option
does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option. Stock Options granted pursuant
to this Section 5 shall be subject to the following terms and conditions and shall contain such additional terms and conditions,
not inconsistent with the terms of the Plan, as the Administrator shall deem desirable. If the Administrator so determines, Stock
Options may be granted in lieu of cash compensation at the optionee’s election, subject to such terms and conditions as
the Administrator may establish.


 




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(b) Exercise
Price. The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5 shall be determined
by the Administrator at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant.
In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the exercise price of such Incentive Stock Option
shall be not less than 110 percent of the Fair Market Value on the grant date. Notwithstanding the foregoing, Stock Options may
be granted with an exercise price per share that is less than 100 percent of the Fair Market Value on the date of grant (i) pursuant
to a transaction described in, and in a manner consistent with, Section 424(a) of the Code, (ii) to individuals who are not subject
to U.S. income tax on the date of grant, or (iii) the Stock Option is otherwise compliant with Section 409A.


 


(c) Option
Term. The term of each Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable more than
ten years after the date the Stock Option is granted. In the case of an Incentive Stock Option that is granted to a Ten Percent
Owner, the term of such Stock Option shall be no more than five years from the date of grant.


 


(d) Exercisability;
Rights of a Stockholder. Stock Options shall become exercisable at such time or times, whether or not in installments, as
shall be determined by the Administrator at or after the grant date. The Administrator may at any time accelerate the exercisability
of all or any portion of any Stock Option. An optionee shall have the rights of a stockholder only as to shares acquired upon
the exercise of a Stock Option and not as to unexercised Stock Options.


 


(e) Method
of Exercise. Stock Options may be exercised in whole or in part, by giving written or electronic notice of exercise to the
Company, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following
methods except to the extent otherwise provided in the Option Award Certificate:


 


(i) In
cash, by certified or bank check or other instrument acceptable to the Administrator;


 


(ii) Through
the delivery (or attestation to the ownership following such procedures as the Company may prescribe) of shares of Stock that
are not then subject to restrictions under any Company plan, such surrendered shares shall be valued at Fair Market Value on the
exercise date;


 


(iii) By
the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker
to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that
in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such
procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such
payment procedure; or


 


(iv) With
respect to Stock Options that are not Incentive Stock Options, by a “net exercise” arrangement pursuant to which the
Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market
Value that does not exceed the aggregate exercise price.


 


Payment
instruments will be received subject to collection. The transfer to the optionee on the records of the Company or of the transfer
agent of the shares of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the
optionee (or a purchaser acting in his stead in accordance with the provisions of the Stock Option) by the Company of the full
purchase price for such shares and the fulfillment of any other requirements contained in the Option Award Certificate or applicable
provisions of laws (including the satisfaction of any withholding taxes that the Company is obligated to withhold with respect
to the optionee). In the event an optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation
method, the number of shares of Stock transferred to the optionee upon the exercise of the Stock Option shall be net of the number
of attested shares. In the event that the Company establishes, for itself or using the services of a third party, an automated
system for the exercise of Stock Options, such as a system using an internet website or interactive voice response, then the paperless
exercise of Stock Options may be permitted through the use of such an automated system.


 


(f) Annual
Limit on Incentive Stock Options. To the extent required for “incentive stock option” treatment under Section
422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock with respect to which
Incentive Stock Options granted under this Plan and any other plan of the Company or its parent and subsidiary corporations become
exercisable for the first time by an optionee during any calendar year shall not exceed $100,000. To the extent that any Stock
Option exceeds this limit, it shall constitute a Non-Qualified Stock Option.


 




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SECTION
6. STOCK APPRECIATION RIGHTS


 


(a) Award
of Stock Appreciation Rights. The Administrator may grant Stock Appreciation Rights under the Plan. A Stock Appreciation Right
is an Award entitling the recipient to receive shares of Stock (or cash, to the extent explicitly provided for in the applicable
Award Certificate) having a value equal to the excess of the Fair Market Value of a share of Stock on the date of exercise over
the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock
Appreciation Right shall have been exercised.


 


(b) Exercise
Price of Stock Appreciation Rights. The exercise price of a Stock Appreciation Right shall not be less than 100 percent of
the Fair Market Value of the Stock on the date of grant.


 


(c) Grant
and Exercise of Stock Appreciation Rights. Stock Appreciation Rights may be granted by the Administrator independently of
any Stock Option granted pursuant to Section 5 of the Plan.


 


(d) Terms
and Conditions of Stock Appreciation Rights. Stock Appreciation Rights shall be subject to such terms and conditions as shall
be determined on the date of grant by the Administrator. The term of a Stock Appreciation Right may not exceed ten years. The
terms and conditions of each such Award shall be determined by the Administrator, and such terms and conditions may differ among
individual Awards and grantees.


 


SECTION
7. RESTRICTED STOCK AWARDS


 


(a) Nature
of Restricted Stock Awards. The Administrator may grant Restricted Stock Awards under the Plan. A Restricted Stock Award is
any Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant.
Conditions may be based on continuing employment (or other Service Relationship) or achievement of pre-established performance
goals and objectives.


 


(b) Rights
as a Stockholder. Upon the grant of the Restricted Stock Award and payment of any applicable purchase price, a grantee shall
have the rights of a stockholder with respect to the voting of the Restricted Shares and receipt of dividends; provided that if
the lapse of restrictions with respect to the Restricted Stock Award is tied to the attainment of performance goals, any dividends
paid by the Company during the performance period shall accrue and shall not be paid to the grantee until and to the extent the
performance goals are met with respect to the Restricted Stock Award. Unless the Administrator shall otherwise determine, (i)
uncertificated Restricted Shares shall be accompanied by a notation on the records of the Company or the transfer agent to the
effect that they are subject to forfeiture until such Restricted Shares are vested as provided in Section 7(d) below, and (ii)
certificated Restricted Shares shall remain in the possession of the Company until such Restricted Shares are vested as provided
in Section 7(d) below, and the grantee shall be required, as a condition of the grant, to deliver to the Company such instruments
of transfer as the Administrator may prescribe.


 


(c) Restrictions.
Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically
provided herein or in the Restricted Stock Award Certificate. Except as may otherwise be provided by the Administrator either
in the Award Certificate or, subject to Section 16 below, in writing after the Award is issued, if a grantee’s employment
(or other Service Relationship) with the Company and its Subsidiaries terminates for any reason, any Restricted Shares that have
not vested at the time of termination shall automatically and without any requirement of notice to such grantee from or other
action by or on behalf of, the Company be deemed to have been reacquired by the Company at its original purchase price (if any)
from such grantee or such grantee’s legal representative simultaneously with such termination of employment (or other Service
Relationship), and thereafter shall cease to represent any ownership of the Company by the grantee or rights of the grantee as
a stockholder. Following such deemed reacquisition of Restricted Shares that are represented by physical certificates, a grantee
shall surrender such certificates to the Company upon request without consideration.


 


(d) Vesting
of Restricted Shares. The Administrator at the time of grant shall specify the date or dates or the attainment of pre-established
performance goals, objectives and other conditions on which the non-transferability of the Restricted Shares and the Company’s
right of repurchase or forfeiture shall lapse. Subsequent to such date or dates or the attainment of such pre-established performance
goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Shares
and shall be deemed “vested.”


 




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SECTION
8. RESTRICTED STOCK UNITS


 


(a) Nature
of Restricted Stock Units. The Administrator may grant Restricted Stock Units under the Plan. A Restricted Stock Unit is an
Award of stock units that may be settled in shares of Stock (or cash, to the extent explicitly provided for in the Award Certificate)
upon the satisfaction of such restrictions and conditions at the time of grant. Conditions may be based on continuing employment
(or other Service Relationship) or achievement of pre-established performance goals and objectives. The terms and conditions of
each such Award shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and
grantees. Except in the case of Restricted Stock Units with a deferred settlement date that complies with Section 409A, at the
end of the vesting period, the Restricted Stock Units, to the extent vested, shall be settled in the form of shares of Stock (or
cash, to the extent explicitly provided for in the Award Certificate). Restricted Stock Units with deferred settlement dates are
subject to Section 409A and shall contain such additional terms and conditions as the Administrator shall determine in its sole
discretion in order to comply with the requirements of Section 409A.


 


(b) Election
to Receive Restricted Stock Units In lieu of Compensation. The Administrator may, in its sole discretion, permit a grantee
to elect to receive a portion of future cash compensation otherwise due to such grantee in the form of an award of Restricted
Stock Units. Any such election shall be made in writing and shall be delivered to the Company no later than the date specified
by the Administrator and in accordance with Section 409A and such other rules and procedures established by the Administrator.
Any such future cash compensation that the grantee elects to defer shall be converted to a fixed number of Restricted Stock Units
based on the Fair Market Value of Stock on the date the compensation would otherwise have been paid to the grantee if such payment
had not been deferred as provided herein. The Administrator shall have the sole right to determine whether and under what circumstances
to permit such elections and to impose such limitations and other terms and conditions thereon as the Administrator deems appropriate.
Any Restricted Stock Units that are elected to be received in lieu of cash compensation shall be fully vested, unless otherwise
provided in the Award Certificate.


 


(c) Rights
as a Stockholder. A grantee shall have the rights as a stockholder only as to shares of Stock acquired by the grantee upon
settlement of Restricted Stock Units; provided, however, that the grantee may be credited with Dividend Equivalent Rights with
respect to the stock units underlying his Restricted Stock Units, subject to the provisions of Section 11 and such terms and conditions
as the Administrator may determine.


 


(d) Termination.
Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 16 below, in writing
after the Award is issued, a grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate
upon the grantee’s termination of employment (or cessation of Service Relationship) with the Company and its Subsidiaries
for any reason.


 


SECTION
9. UNRESTRICTED STOCK AWARDS


 


The
Administrator may grant (or sell at par value or such higher purchase price determined by the Administrator) an Unrestricted Stock
Award under the Plan. An Unrestricted Stock Award is an Award pursuant to which the grantee may receive shares of Stock free of
any restrictions under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid consideration,
or in lieu of cash compensation due to such grantee.


 


SECTION
10. CASH-BASED AWARDS


 


The
Administrator may grant Cash-Based Awards under the Plan. A Cash-Based Award is an Award that entitles the grantee to a payment
in cash upon the attainment of specified performance goals. The Administrator shall determine the maximum duration of the Cash-Based
Award, the amount of cash to which the Cash-Based Award pertains, the conditions upon which the Cash-Based Award shall become
vested or payable, and such other provisions as the Administrator shall determine. Each Cash-Based Award shall specify a cash-denominated
payment amount, formula or payment ranges as determined by the Administrator. Payment, if any, with respect to a Cash-Based Award
shall be made in accordance with the terms of the Award and may be made in cash.


 




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SECTION
11. DIVIDEND EQUIVALENT RIGHTS


 


(a) Dividend
Equivalent Rights. The Administrator may grant Dividend Equivalent Rights under the Plan. A Dividend Equivalent Right is an
Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified
in the Dividend Equivalent Right (or other Award to which it relates) if such shares had been issued to the grantee. A Dividend
Equivalent Right may be granted hereunder to any grantee as a component of an award of Restricted Stock Units or as a freestanding
award. The terms and conditions of Dividend Equivalent Rights shall be specified in the Award Certificate. Dividend Equivalents
credited to the holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional shares
of Stock, which may thereafter accrue additional equivalents. Any such reinvestment shall be at Fair Market Value on the date
of reinvestment or such other price as may then apply under a dividend reinvestment plan sponsored by the Company, if any. Dividend
Equivalent Rights may be settled in cash or shares of Stock or a combination thereof, in a single installment or installments.
A Dividend Equivalent Right granted as a component of an Award of Restricted Stock Units shall provide that such Dividend Equivalent
Right shall be settled only upon settlement or payment of, or lapse of restrictions on, such other Award, and that such Dividend
Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other Award.


 


(b) Termination.
Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 16 below, in writing
after the Award is issued, a grantee’s rights in all Dividend Equivalent Rights shall automatically terminate upon the grantee’s
termination of employment (or cessation of Service Relationship) with the Company and its Subsidiaries for any reason.


 


SECTION
12. TRANSFERABILITY OF AWARDS


 


(a) Transferability.
Except as provided in Section 12(b) below, during a grantee’s lifetime, his or her Awards shall be exercisable only by the
grantee, or by the grantee’s legal representative or guardian in the event of the grantee’s incapacity. No Awards
shall be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or by the laws of
descent and distribution or pursuant to a domestic relations order. No Awards shall be subject, in whole or in part, to attachment,
execution, or levy of any kind, and any purported transfer in violation hereof shall be null and void.


 


(b) Administrator
Action. Notwithstanding Section 12(a), the Administrator, in its discretion, may provide either in the Award Certificate regarding
a given Award or by subsequent written approval that the grantee (who is an employee or director) may transfer his or her Non-Qualified
Stock Options to his or her immediate family members, to trusts for the benefit of such family members, or to partnerships in
which such family members are the only partners, provided that the transferee agrees in writing with the Company to be bound by
all of the terms and conditions of this Plan and the applicable Award. In no event may an Award be transferred by a grantee for
value.


 


(c) Family
Member. For purposes of Section 12(b), “family member” shall mean a grantee’s child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the grantee’s household (other than
a tenant of the grantee), a trust in which these persons (or the grantee) have more than 50 percent of the beneficial interest,
a foundation in which these persons (or the grantee) control the management of assets, and any other entity in which these persons
(or the grantee) own more than 50 percent of the voting interests.


 


(d) Designation
of Beneficiary. To the extent permitted by the Company, each grantee to whom an Award has been made under the Plan may designate
a beneficiary or beneficiaries to exercise any Award or receive any payment under any Award payable on or after the grantee’s
death. Any such designation shall be on a form provided for that purpose by the Administrator and shall not be effective until
received by the Administrator. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries
have predeceased the grantee, the beneficiary shall be the grantee’s estate.


 


SECTION
13. TAX WITHHOLDING


 


(a) Payment
by Grantee. Each grantee shall, no later than the date as of which the value of an Award or of any Stock or other amounts
received thereunder first becomes includable in the gross income of the grantee for income tax purposes, pay to the Company, or
make arrangements satisfactory to the Administrator regarding payment of, any Federal, state, or local taxes of any kind required
by law to be withheld by the Company with respect to such income. The Company and its Subsidiaries shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company’s
obligation to deliver evidence of book entry (or stock certificates) to any grantee is subject to and conditioned on tax withholding
obligations being satisfied by the grantee.


 




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(b) Payment
in Stock. The Administrator may require the Company’s tax withholding obligation to be satisfied, in whole or in part,
by the Company withholding from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market
Value (as of the date the withholding is effected) that would satisfy the withholding amount due; provided, however, that the
amount withheld does not exceed the maximum statutory tax rate or such lesser amount as is necessary to avoid liability accounting
treatment. For purposes of share withholding, the Fair Market Value of withheld shares shall be determined in the same manner
as the value of Stock includible in income earned in respect of the Award. The Administrator may also require the Company’s
tax withholding obligation to be satisfied, in whole or in part, by an arrangement whereby a certain number of shares of Stock
issued pursuant to any Award are immediately sold and proceeds from such sale are remitted to the Company in an amount that would
satisfy the withholding amount due.


 


SECTION
14. SECTION 409A AWARDS


 


Awards
are intended to be exempt from Section 409A to the greatest extent possible and to otherwise comply with Section 409A. The Plan
and all Awards shall be interpreted in accordance with such intent. To the extent that any Award is determined to constitute “nonqualified
deferred compensation” within the meaning of Section 409A (a “409A Award”), the Award shall be subject to such
additional rules and requirements as specified by the Administrator from time to time in order to comply with Section 409A. In
this regard, if any amount under a 409A Award is payable upon a “separation from service” (within the meaning of Section
409A) to a grantee who is then considered a “specified employee” (within the meaning of Section 409A), then no such
payment shall be made prior to the date that is the earlier of (i) six months and one day after the grantee’s separation
from service, or (ii) the grantee’s death, but only to the extent such delay is necessary to prevent such payment from being
subject to interest, penalties or additional tax imposed pursuant to Section 409A. Further, the settlement of any 409A Award may
not be accelerated except to the extent permitted by Section 409A.


 


SECTION
15. TERMINATION OF SERVICE RELATIONSHIP, TRANSFER, LEAVE OF ABSENCE, ETC.


 


(a) Termination
of Service Relationship. If the grantee’s Service Relationship is with an Affiliate and such Affiliate ceases to be
an Affiliate, the grantee shall be deemed to have terminated his or her Service Relationship for purposes of the Plan.


 


(b) For
purposes of the Plan, the following events shall not be deemed a termination of a Service Relationship:


 


(i) a
transfer to the employment of the Company from an Affiliate or from the Company to an Affiliate, or from one Affiliate to another;
or


 


(ii) an
approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee’s
right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence
was granted or if the Administrator otherwise so provides in writing.


 


SECTION
16. AMENDMENTS AND TERMINATION


 


The
Board may, at any time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding
Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall materially and adversely
affect rights under any outstanding Award without the holder’s consent. The Administrator is specifically authorized to
exercise its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights or effect the repricing
of such Awards through cancellation and re-grants. To the extent required under the rules of any securities exchange or market
system on which the Stock is listed or to the extent determined by the Administrator to be required by the Code to ensure that
Incentive Stock Options granted under the Plan are qualified under Section 422 of the Code, Plan amendments shall be subject to
approval by Company stockholders. Nothing in this Section 16 shall limit the Administrator’s authority to take any action
permitted pursuant to Section 3(b) or 3(c).


 


SECTION
17. STATUS OF PLAN


 


With
respect to the portion of any Award that has not been exercised and any payments in cash, Stock or other consideration not received
by a grantee, a grantee shall have no rights greater than those of a general creditor of the Company unless the Administrator
shall otherwise expressly determine in connection with any Award or Awards. In its sole discretion, the Administrator may authorize
the creation of trusts or other arrangements to meet the Company’s obligations to deliver Stock or make payments with respect
to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the foregoing sentence.


 




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SECTION
18. GENERAL PROVISIONS


 


(a) No
Distribution. The Administrator may require each person acquiring Stock pursuant to an Award to represent to and agree with
the Company in writing that such person is acquiring the shares without a view to distribution thereof.


 


(b) Issuance
of Stock. To the extent certificated, stock certificates to grantees under this Plan shall be deemed delivered for all purposes
when the Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed
to the grantee, at the grantee’s last known address on file with the Company. Uncertificated Stock shall be deemed delivered
for all purposes when the Company or a Stock transfer agent of the Company shall have given to the grantee by electronic mail
(with proof of receipt) or by United States mail, addressed to the grantee, at the grantee’s last known address on file
with the Company, notice of issuance and recorded the issuance in its records (which may include electronic “book entry”
records). Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any evidence
of book entry or certificates evidencing shares of Stock pursuant to the exercise or settlement of any Award, unless and until
the Administrator has determined, with advice of counsel (to the extent the Administrator deems such advice necessary or advisable),
that the issuance and delivery is in compliance with all applicable laws, regulations of governmental authorities and, if applicable,
the requirements of any exchange on which the shares of Stock are listed, quoted or traded. Any Stock issued pursuant to the Plan
shall be subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply
with federal, state or foreign jurisdiction, securities or other laws, rules and quotation system on which the Stock is listed,
quoted or traded. The Administrator may place legends on any Stock certificate or notations on any book entry to reference restrictions
applicable to the Stock. In addition to the terms and conditions provided herein, the Administrator may require that an individual
make such reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems necessary or advisable
in order to comply with any such laws, regulations, or requirements. The Administrator shall have the right to require any individual
to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period
limitation, as may be imposed in the discretion of the Administrator.


 


(c) Stockholder
Rights. Until Stock is deemed delivered in accordance with Section 18(b), no right to vote or receive dividends or any other
rights of a stockholder will exist with respect to shares of Stock to be issued in connection with an Award, notwithstanding the
exercise of a Stock Option or any other action by the grantee with respect to an Award.


 


(d) Other
Compensation Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting other
or additional compensation arrangements, including trusts, and such arrangements may be either generally applicable or applicable
only in specific cases. The adoption of this Plan and the grant of Awards do not confer upon any employee any right to continued
employment with the Company or any Subsidiary.


 


(e) Trading
Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading
policies and procedures, as in effect from time to time.


 


(f) Clawback
Policy. Awards under the Plan shall be subject to the Company’s clawback policy, as in effect from time to time.


 


SECTION
19. EFFECTIVE DATE OF PLAN


 


This
Plan shall become effective upon the date that the Company’s shareholders approve this Plan if such shareholder approval
occurs before the first anniversary of the date the Plan is adopted by the Board. No grants of Stock Options and other Awards
may be made hereunder after the later of the tenth anniversary of the Effective Date or the tenth anniversary of the latest material
amendment of this Plan and no grants of Incentive Stock Options may be made hereunder after the tenth anniversary of the date
the Plan is approved by the Board.


 




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SECTION
20. GOVERNING LAW


 


This
Plan and all Awards and actions taken thereunder shall be governed by and construed in accordance with the General Corporation
Law of the State of Delaware, applied without regard to conflict of law principles.


 


DATE
APPROVED BY BOARD OF DIRECTORS: October 25, 2019


 


DATE
APPROVED BY STOCKHOLDERS: December 19, 2019


 




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