Exhibit 10.9


ODYSSEY SEMICONDUCTOR TECHNOLOGIES,
INC.


2019 EQUITY COMPENSATION PLAN


1.                  
Purposes of the Plan. The purposes of this Plan are:


		·	to attract and retain the best available personnel for positions
of substantial responsibility,



		·	to provide incentives to individuals who perform services for the
Company, and 



		·	to promote the success of the Company’s business.



The Plan permits
the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock
Units, Performance Units, Performance Shares and other stock or cash awards as the Administrator may determine.


2.                  
Definitions. As used herein, the following definitions
will apply:


(a)                
“Administrator” means the Board or any of its Committees as will be administering
the Plan, in accordance with Section 4 hereof.


(b)               
“Affiliate” means any corporation or any other entity (including, but not
limited to, partnerships and joint ventures) controlling, controlled by, or under common control with the Company.


(c)                
“Applicable Laws” means the requirements relating to the administration
of equity-based awards under U.S. federal and state corporate laws, U.S. federal and state securities laws, the Code, any stock
exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction
where Awards are, or will be, granted under the Plan.


(d)               
“Award” means, individually or collectively, a grant under the Plan of
Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares and other stock
or cash awards as the Administrator may determine.


(e)                
“Award Agreement” means the written or electronic agreement setting forth
the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions
of the Plan.


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


(g)               
“Change in Control” means the occurrence of any of the following events:



		(i)	A change in the ownership of the Company which occurs on the date
that any one person, or more than one person acting as a group (“Person”), acquires ownership of stock in the
Company that, together with the stock already held by such Person, constitutes more than 50% of the total voting power of the stock
of the Company; provided, however, that for purposes of this subsection (i), the acquisition of additional stock by any Person
who is considered to own more than 50% of the total voting power of the stock of the Company before the acquisition will not be
considered a Change in Control; or 



		(ii)	A change in the effective control of the Company, which occurs
                                                                                                    on the date that a majority of the members of the Board are replaced during any twelve (12) month period by Directors whose appointment or election
is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this
subsection (ii), if any Person is considered to effectively control the Company, the acquisition of additional control of the Company
by the same Person will not be considered a Change in Control; or







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		(iii)	A change in the ownership of a substantial portion of the Company’s
assets, which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date
of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to or more
than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions;
provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a
substantial portion of the Company’s assets or a Change in Control: (A) a transfer to an entity that is controlled by the
Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of
the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity,
50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person that owns,
directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity,
at least 50% of the total equity or voting power of which is owned, directly or indirectly, by a Person described in subsection
(iii)(B)(3) above. For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company,
or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.



Notwithstanding
the foregoing, as to any Award under the Plan that consists of deferred compensation subject to Section 409A of the Code, the definition
of “Change in Control” shall be deemed modified to the extent necessary to comply with Section 409A of the Code.


For purposes of
this Section 2(g), persons will be considered to be acting as a group if they are owners of a corporation or other entity that
enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.


(h)               
“Code” means the Internal Revenue Code of 1986, as amended. Any reference
to a section of the Code herein will be a reference to any successor or amended section of the Code.


(i)                 
“Committee” means a committee of Directors or of other individuals satisfying
Applicable Laws appointed by the Board in accordance with Section 4 hereof.


(j)                 
“Common Stock” means the common stock, $0.0001 par value per share, of
the Company.


(k)               
“Company” means Odyssey Semiconductor Technologies, Inc., a Delaware corporation,
or any successor thereto.


(l)                 
“Consultant” means any person, including an advisor, engaged by the Company
or a Parent, Subsidiary or Affiliate to render services to the Company or a Subsidiary.


(m)              
“Determination Date” means the latest possible date that will not jeopardize
the qualification of an Award granted under the Plan as “performance-based compensation” under Section 162(m) of the
Code.


(n)               
“Director” means a member of the Board.


(o)               
“Disability” means permanent and total disability as defined in Section 22(e)(3)
of the Code, provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine
whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator
from time to time. 






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


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


(r)                 
“Exchange Program” means a program under which (i) outstanding Awards are
surrendered or cancelled in exchange for Awards of the same type (which may have lower exercise prices and different terms), Awards
of a different type, and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial
institution or other person or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is
reduced. The Administrator will determine the terms and conditions of any Exchange Program in its sole discretion.


(s)                
“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 any established stock exchange or a national market system,
including without limitation the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq
Stock Market, its Fair Market Value will be the closing sales price for such stock (or if no closing sales price was reported on
that date, as applicable, on the last trading date such closing sales price was reported) as quoted on such exchange or system
on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;


(ii)           
If the Common Stock is regularly quoted by a recognized securities dealer but selling prices
are not reported, the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock
on the day of determination (or, if no bids and asks were reported on that date, as applicable, on the last trading date such bids
and asks 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, or if such Common Stock is not
regularly quoted or does not have sufficient trades or bid prices which would accurately reflect the actual Fair Market Value of
the Common Stock, the Fair Market Value will be determined in good faith by the Administrator who has the discretion to seek the
advice of a qualified valuation expert.


(t)                 
“Fiscal Year” means the fiscal year of the Company.


(u)               
“Incentive Stock Option” means an Option that by its terms qualifies and
is otherwise intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.


(v)               
“Nonstatutory Stock Option” means an Option that by its terms does not
qualify or is not intended to qualify as an Incentive Stock Option.


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


(x)               
“Option” means a stock option granted pursuant to Section 6 hereof.


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


(z)                
“Participant” means the holder of an outstanding Award.


(aa)             
“Performance Goals” will have the meaning set forth in Section 11 hereof.






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(bb)            
“Performance Period” means any Fiscal Year of the Company or such other
period as determined by the Administrator in its sole discretion.


(cc)             
“Performance Share” means an Award denominated in Shares which may be earned
in whole or in part upon attainment of Performance Goals or other vesting criteria as the Administrator may determine pursuant
to Section 10 hereof.


(dd)            
“Performance Unit” means an Award which may be earned in whole or in part
upon attainment of Performance Goals or other vesting criteria as the Administrator may determine and which may be settled for
cash, Shares or other securities or a combination of the foregoing pursuant to Section 10 hereof.


(ee)             
“Period of Restriction” means the period during which transfers of Shares
of Restricted Stock are subject to restrictions and, therefore, the Shares are subject to a substantial risk of forfeiture. Such
restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events
as determined by the Administrator.


(ff)              
“Plan” means this 2019 Equity Compensation Plan.


(gg)            
“Restricted Stock” means Shares issued pursuant to an Award of Restricted
Stock under Section 8 hereof, or issued pursuant to the early exercise of an Option.


(hh)            
“Restricted Stock Unit” means a bookkeeping entry representing an amount
equal to the Fair Market Value of one Share, granted pursuant to Section 9 hereof. Each Restricted Stock Unit represents an
unfunded and unsecured obligation of the Company.


(ii)               
“Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule
16b-3, as in effect when discretion is being exercised with respect to the Plan.


(jj)               
“Section 16(b)” means Section 16(b) of the Exchange Act.


(kk)            
“Service Provider” means an Employee, Director, or Consultant.


(ll)               
“Share” means a share of the Common Stock, as adjusted in accordance with
Section 15 hereof.


(mm)        
“Stock Appreciation Right” means an Award, granted alone or in connection
with an Option, that pursuant to Section 7 is designated as a Stock Appreciation Right.


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


3.                  
Stock Subject to the Plan. 


(a)                
Subject to the provisions of Section 15 hereof, the maximum aggregate number of Shares
and options that may be awarded and sold under the Plan is 1,326,000 Shares. The Shares may be authorized, but unissued, or reacquired
Common Stock.


(b)                Lapsed
Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an
Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units, is
forfeited to or repurchased by the Company, the unpurchased Shares (or for Awards other than Options and Stock Appreciation
Rights, the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under
the Plan (unless the Plan has terminated). Upon exercise of a Stock Appreciation Right settled in Shares, the gross number of
Shares covered by the portion of the Award so exercised will cease to be available under the Plan. Shares that have actually
been issued under the Plan under any Award will not be returned to the Plan and will not become available for future
distribution under the Plan; provided, however, that if unvested Shares of Restricted Stock, Restricted Stock Units,
Performance Shares or Performance Units are repurchased by the Company or are forfeited to the Company, such Shares will
become available for future grant under the Plan. Shares used to pay the tax and/or exercise price of an Award will become
available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than
Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan.
Notwithstanding the foregoing provisions of this Section 3(b), subject to adjustment provided in Section 14 hereof, the
maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share
number stated in Section 3(a) above, plus, to the extent allowable under Section 422 of the Code, any Shares that
become available for issuance under the Plan under this Section 3(b).






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


(d)               
Limitation on Number of Shares Subject to Awards. Notwithstanding any provision in
the Plan to the contrary, the maximum aggregate number of Shares with respect to one or more Awards that may be granted to any
one person during any calendar year (measured from the date of any grant) shall be 500,000 and the maximum aggregate amount of
cash that may be paid in cash during any calendar year (measured from the date of any payment) with respect to one or more Awards
payable in cash shall be $200,000.


4.                  
Administration of the Plan. 


(a)                
Procedure.


		(i)	Multiple Administrative Bodies. Different Committees with
respect to different groups of Service Providers may administer the Plan.



		(ii)	Section 162(m). To the extent that the Administrator
determines it to be desirable to qualify Awards granted hereunder as “performance-based compensation” within the meaning
of Section 162(m) of the Code, the Plan will be administered by a Committee of two (2) or more “outside directors”
within the meaning of Section 162(m) of the Code.



		(iii)	Rule 16b-3. To the extent desirable to qualify transactions
hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for
exemption under Rule 16b-3.



		(iv)	Other Administration. Other than as provided above, the Plan
will be administered by (A) the Board or (B) a Committee, which committee will be constituted to satisfy Applicable Laws.




(b)               
Powers of the Administrator. Subject to the provisions of the Plan, and in the case
of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority,
in its discretion:


		(i)	to determine the Fair Market Value;



		(ii)	to select the Service Providers to whom Awards may be granted hereunder;



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



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



		(v)	to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any Award granted hereunder;



		(vi)	to institute an Exchange Program and to determine the terms and conditions,
not inconsistent with the terms of the Plan, for (1) the surrender or cancellation of outstanding Awards in exchange for Awards
of the same type, Awards of a different type, and/or cash, (2) the transfer of outstanding Awards
to a financial institution or other person or entity, or (3) the reduction of the exercise price of outstanding Awards;







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		(vii)	to construe and interpret the terms of the Plan and Awards granted
pursuant to the Plan; 



		(viii)	to prescribe, amend and rescind rules and regulations relating to
the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws
or for qualifying for favorable tax treatment under applicable foreign laws;



		(ix)	to modify or amend each Award (subject to Section 20(c) hereof),
including but not limited to the discretionary authority to extend the post-termination exercisability period of Awards;



		(x)	to allow Participants to satisfy withholding tax obligations in a
manner described in Section 16 hereof; 



		(xi)	to authorize any person to execute on behalf of the Company any instrument
required to effect the grant of an Award previously granted by the Administrator;



		(xii)	to allow a Participant to defer the receipt of the payment of cash
or the delivery of Shares that would otherwise be due to such Participant under an Award pursuant to such procedures as the Administrator
may determine; and



		(xiii)	to make all other determinations deemed necessary or advisable for
administering the Plan.



(c)                
Effect of Administrator’s Decision.The Administrator’s decisions,
determinations, and interpretations will be final and binding on all Participants and any other holders of Awards.


5.                  
Eligibility. Nonstatutory Stock Options, Restricted
Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units, Performance Shares, and such other cash or stock awards
as the Administrator determines may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.


6.                  
Stock Options.


(a)                
Limitations. 


		(i)	Each Option will be designated in the Award Agreement as either an
Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate
Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant
during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000 (U.S.), such Options will
be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options will be taken into account
in the order in which they were granted. The Fair Market Value of the Shares will be determined as of the time the Option with
respect to such Shares is granted.



		(ii)	The Administrator will have complete discretion to determine the
number of Shares subject to an Option granted to any Participant. 



(b)               
Term of Option. The Administrator will determine the term of each Option in its sole
discretion; provided, however, that the term will be no more than ten (10) years from the date of grant thereof. Moreover, in the
case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing
more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of
the Incentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement.






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(c)                
Option Exercise Price and Consideration.


		(i)	Exercise Price. The per share exercise price for the Shares
to be issued pursuant to exercise of an Option will be determined by the Administrator, but will be no less than 100% of the Fair
Market Value per Share on the date of grant. In addition, in the case of an Incentive Stock Option granted to an Employee who,
at the time the Incentive Stock Option is granted, owns stock representing more than 10% of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than 110% of the Fair Market Value
per Share on the date of grant. Notwithstanding the foregoing provisions of this Section 6(c), Options may be granted with a per
Share exercise price of less than 100% of the Fair Market Value per Share on the date of grant pursuant to a transaction described
in, and in a manner consistent with, Section 424(a) of the Code. 



		(ii)	Waiting Period and Exercise Dates. At the time an Option is
granted, the Administrator will fix the period within which the Option may be exercised and will determine any conditions that
must be satisfied before the Option may be exercised.



		(iii)	Form of Consideration. The Administrator will determine the
acceptable form(s) of consideration for exercising an Option, including the method of payment, to the extent permitted by Applicable
Laws. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time
of grant. Such consideration may consist entirely of: (1) cash; (2) check; (3) promissory note, to the extent permitted by Applicable
Laws, (4) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise
price of the Shares as to which such Option will be exercised and provided further that accepting such Shares will not result in
any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (5) consideration received
by the Company under cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection
with the Plan; (6) by net exercise, (7) such other consideration and method of payment for the issuance of Shares to the extent
permitted by Applicable Laws, or (8) any combination of the foregoing methods of payment. In making its determination as to the
type of consideration to accept, the Administrator will consider if acceptance of such consideration may be reasonably expected
to benefit the Company.



(d)               
Exercise of Option.


		(i)	Procedure for Exercise; Rights as a Stockholder. Any Option
granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined
by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share.



An Option will
be deemed exercised when the Company receives: (i) notice of exercise (in such form as the Administrator specifies from time
to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option
is exercised (together with any applicable withholding taxes). Full payment may consist of any consideration and method of payment
authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will
be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the
Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares
promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior
to the date the Shares are issued, except as provided in Section 15 hereof.






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		(ii)	Termination of Relationship as a Service Provider. If a Participant
ceases to be a Service Provider, other than upon the Participant’s termination as the result of the Participant’s death
or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement
to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such
Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain
exercisable for three (3) months following the Participant’s termination. Unless otherwise provided by the Administrator,
if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within
the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan.



		(iii)	Disability of Participant. If a Participant ceases to be a
Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such
period of time as is specified in the Award Agreement to the extent the Option is vested on the date of termination (but in no
event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified
time in the Award Agreement, the Option will remain exercisable for six (6) months following the Participant’s termination.
Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant
does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such
Option will revert to the Plan.



		(iv)	Death of Participant. If a Participant dies while a Service
Provider, the Option may be exercised within such period of time as is specified in the Award Agreement to the extent that the
Option is vested on the date of death (but in no event may the option be exercised later than the expiration of the term of such
Option as set forth in the Award Agreement), by the Participant’s designated beneficiary, provided such beneficiary has been
designated prior to Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated
by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the
person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent
and distribution. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for six (6) months
following Participant’s death. Unless otherwise provided by the Administrator, if at the time of death Participant is not
vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will continue to vest in accordance
with the Award Agreement. If the Option is not so exercised within the time specified herein, the Option will terminate, and the
Shares covered by such Option will revert to the Plan. 



7.                  
Stock Appreciation Rights. 


(a)                
Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan,
a Stock Appreciation Right may be granted to Service Providers at any time and from time to time as will be determined by the Administrator,
in its sole discretion. 


(b)               
Number of Shares. The Administrator will have complete discretion to determine the
number of Stock Appreciation Rights granted to any Participant.


(c)                
Exercise Price and Other Terms. The Administrator, subject to the provisions of the
Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan;
provided, however, that the exercise price will be not less than 100% of the Fair Market Value of a Share on the date of grant.






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(d)               
Stock Appreciation Rights Agreement. Each Stock Appreciation Right grant will be evidenced
by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise,
and such other terms and conditions as the Administrator, in its sole discretion, will determine.


(e)                
Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the
Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement; provided,
however, that the term will be no more than ten (10) years from the date of grant thereof. Notwithstanding the foregoing, the rules
of Section 6(d) above also will apply to Stock Appreciation Rights.


(f)                 
Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right,
a Participant will be entitled to receive payment from the Company in an amount determined by multiplying:


		(i)	The difference between the Fair Market Value of a Share on the date
of exercise over the exercise price; times



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



At the discretion
of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some
combination thereof.


8.                  
Restricted Stock.


(a)                
Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator,
at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator,
in its sole discretion, will determine.


(b)               
Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an
Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions
as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow
agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed.


(c)                
Transferability. Except as provided in this Section 8, Shares of Restricted Stock may
not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.


(d)               
Other Restrictions. The Administrator, in its sole discretion, may impose such other
restrictions on Shares of Restricted Stock as it may deem advisable or appropriate.


(e)                
Removal of Restrictions. Except as otherwise provided in this Section 8, Shares of
Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable
after the last day of the Period of Restriction. The Administrator, in its discretion, may accelerate the time at which any restrictions
will lapse or be removed.


(f)                 
Voting Rights. During the Period of Restriction, Service Providers holding Shares of
Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines
otherwise.


(g)               
Dividends and Other Distributions. During the Period of Restriction, Service Providers
holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such
Shares unless otherwise provided in the Award Agreement. If any such dividends or distributions are paid in Shares, the Shares
will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to
which they were paid.






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(h)               
Return of Restricted Stock to Company. On the date set forth in the Award Agreement,
the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant
under the Plan.


(i)                 
Section 162(m) Performance Restrictions. For purposes of qualifying grants of Restricted
Stock as “performance-based compensation” under Section 162(m) of the Code, the Administrator, in its discretion,
may set restrictions based upon the achievement of Performance Goals. The Performance Goals will be set by the Administrator on
or before the Determination Date. In granting Restricted Stock which is intended to qualify under Section 162(m) of the Code,
the Administrator will follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification
of the Award under Section 162(m) of the Code (e.g., in determining the Performance Goals).


9.                  
Restricted Stock Units.


(a)                
Grant. Restricted Stock Units may be granted at any time and from time to time as determined
by the Administrator. Each Restricted Stock Unit grant will be evidenced by an Award Agreement that will specify such other terms
and conditions as the Administrator, in its sole discretion, will determine, including all terms, conditions, and restrictions
related to the grant, the number of Restricted Stock Units and the form of payout, which, subject to Section 9(d) hereof,
may be left to the discretion of the Administrator.


(b)               
Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its
discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that
will be paid out to the Participant. After the grant of Restricted Stock Units, the Administrator, in its sole discretion, may
reduce or waive any restrictions for such Restricted Stock Units. Each Award of Restricted Stock Units will be evidenced by an
Award Agreement that will specify the vesting criteria, and such other terms and conditions as the Administrator, in its sole discretion
will determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.


(c)                
Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant
will be entitled to receive a payout as specified in the Award Agreement. 


(d)               
Form and Timing of Payment. Payment of earned Restricted Stock Units will be made as
soon as practicable after the date(s) set forth in the Award Agreement. The Administrator, in its sole discretion, may pay earned
Restricted Stock Units in cash, Shares, or a combination thereof. Shares represented by Restricted Stock Units that are fully paid
in cash again will be available for grant under the Plan.


(e)                
Cancellation. On the date set forth in the Award Agreement, all unearned Restricted
Stock Units will be forfeited to the Company.


(f)                 
Section 162(m) Performance Restrictions. For purposes of qualifying grants of Restricted
Stock Units as “performance-based compensation” under Section 162(m) of the Code, the Administrator, in its discretion,
may set restrictions based upon the achievement of Performance Goals. The Performance Goals will be set by the Administrator on
or before the Determination Date. In granting Restricted Stock Units which are intended to qualify under Section 162(m) of
the Code, the Administrator will follow any procedures determined by it from time to time to be necessary or appropriate to ensure
qualification of the Award under Section 162(m) of the Code (e.g., in determining the Performance Goals).


10.               
Performance Units and Performance Shares.


(a)                
Grant of Performance Units/Shares. Performance Units and Performance Shares may be
granted to Service Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion.
The Administrator will have complete discretion in determining the number of Performance Units/Shares granted to each Participant.






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(b)               
Value of Performance Units/Shares. Each Performance Unit will have an initial value
that is established by the Administrator on or before the date of grant. Each Performance Share will have an initial value equal
to the Fair Market Value of a Share on the date of grant.


(c)                
Performance Objectives and Other Terms.The Administrator will set performance objectives
or other vesting provisions. The Administrator may set vesting criteria based upon the achievement of Company-wide, business unit,
or individual goals (including, but not limited to, continued employment), or any other basis determined by the Administrator in
its discretion. Each Award of Performance Units/Shares will be evidenced by an Award Agreement that will specify the Performance
Period, and such other terms and conditions as the Administrator, in its sole discretion, will determine. 


(d)               
Earning of Performance Units/Shares. After the applicable Performance Period has ended,
the holder of Performance Units/Shares will be entitled to receive a payout of the number of Performance Units/Shares earned by
the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance
objectives or other vesting provisions have been achieved. After the grant of a Performance Unit/Share, the Administrator, in its
sole discretion, may reduce or waive any performance objectives or other vesting provisions for such Performance Unit/Share.


(e)                
Form and Timing of Payment of Performance Units/Shares. Payment of earned Performance
Units/Shares will be made as soon as practicable after the expiration of the applicable Performance Period. The Administrator,
in its sole discretion, may pay earned Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market
Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination
thereof.


(f)                 
Cancellation of Performance Units/Shares. On the date set forth in the Award Agreement,
all unearned or unvested Performance Units/Shares will be forfeited to the Company, and again will be available for grant under
the Plan.


(g)               
Section 162(m) Performance Restrictions. For purposes of qualifying grants of Performance
Units/Shares as “performance-based compensation” under Section 162(m) of the Code, the Administrator, in its discretion,
may set restrictions based upon the achievement of Performance Goals. The Performance Goals will be set by the Administrator on
or before the Determination Date. In granting Performance Units/Shares which are intended to qualify under Section 162(m)
of the Code, the Administrator will follow any procedures determined by it from time to time to be necessary or appropriate to
ensure qualification of the Award under Section 162(m) of the Code (e.g., in determining the Performance Goals).


11.               
Performance-Based Compensation Under Code Section 162(m).


(a)                
General. If the Administrator, in its discretion, decides to grant an Award intended
to qualify as “performance-based compensation” under Code Section 162(m), the provisions of this Section 11 will control
over any contrary provision in the Plan; provided, however, that the Administrator may in its discretion grant Awards that are
not intended to qualify as “performance-based compensation” under Section 162(m) of the Code to such Participants that
are based on Performance Goals or other specific criteria or goals but that do not satisfy the requirements of this Section 11.


(b)               
Performance Goals. The granting and/or vesting of Awards of Restricted Stock, Restricted
Stock Units, Performance Shares and Performance Units and other incentives under the Plan may be made subject to the attainment
of performance goals relating to one or more business criteria within the meaning of Code Section 162(m) and may provide for a
targeted level or levels of achievement (“Performance Goals”) including (i) earnings per Share, (ii) operating
cash flow, (iii) operating income, (iv) profit after-tax, (v) profit before-tax, (vi) return on assets, (vii)
return on equity, (viii) return on sales, (ix) revenue, and (x) total shareholder return. Any Performance Goals
may be used to measure the performance of the Company as a whole or a business unit of the Company and may be measured relative
to a peer group or index. The Performance Goals may differ from Participant to Participant and from Award to Award. Prior to the
Determination Date, the Administrator will determine whether any significant element(s) will be included in or excluded from the
calculation of any Performance Goal with respect to any Participant.






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(c)                
Procedures. To the extent necessary to comply with the performance-based compensation
provisions of Code Section 162(m), with respect to any Award granted subject to Performance Goals, within the first twenty-five
percent (25%) of the Performance Period, but in no event more than ninety (90) days following the commencement of any Performance
Period (or such other time as may be required or permitted by Code Section 162(m)), the Administrator will, in writing, (i) designate
one or more Participants to whom an Award will be made, (ii) select the Performance Goals applicable to the Performance Period,
(iii) establish the Performance Goals, and amounts of such Awards, as applicable, which may be earned for such Performance Period,
and (iv) specify the relationship between Performance Goals and the amounts of such Awards, as applicable, to be earned by
each Participant for such Performance Period. Following the completion of each Performance Period, the Administrator will certify
in writing whether the applicable Performance Goals have been achieved for such Performance Period. In determining the amounts
earned by a Participant, the Administrator will have the right to reduce or eliminate (but not to increase) 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. A Participant will be eligible to receive payment pursuant
to an Award for a Performance Period only if the Performance Goals for such period are achieved. 


(d)               
Additional Limitations. Notwithstanding any other provision of the Plan, any Award
which is granted to a Participant and is intended to constitute qualified performance based compensation under Code Section 162(m)
will be subject to any additional limitations set forth in the Code (including any amendment to Section 162(m)) or any regulations
and ruling issued thereunder that are requirements for qualification as qualified performance-based compensation as described in
Section 162(m) of the Code, and the Plan will be deemed amended to the extent necessary to conform to such requirements.


12.               
Compliance with Code Section 409A. Awards will be
designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of
Code Section 409A, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Award Agreement
under the Plan is intended to meet the requirements of Code Section 409A and will be construed and interpreted in accordance
with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment,
or the settlement or deferral thereof, is subject to Code Section 409A the Award will be granted, paid, settled or deferred
in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or deferral will
not be subject to the additional tax or interest applicable under Code Section 409A.


13.               
Leaves of Absence. Unless the Administrator provides
otherwise, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. A Service Provider will not
cease to be an Employee in the case of (i) any leave of absence approved by the Company, or (ii) transfers between locations
of the Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options, no such leave may
exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment
upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6) months and one day following the
commencement of such leave any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option
and will be treated for tax purposes as a Nonstatutory Stock Option.


14.               
Transferability of Awards. Unless determined otherwise
by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the
Participant. If the Administrator makes an Award transferable, such Award may only be transferred (i) by will, (ii) by the laws
of descent and distribution, (iii) to a revocable trust, or (iii) as permitted by Rule 701 of the Securities Act of 1933, as amended.


15.               
Adjustments; Dissolution or Liquidation; Merger or Change in Control.


(a)                 Adjustments.
In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other
property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure
of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits
or potential benefits intended to be made available under the Plan, will adjust the number and class of Shares that may be
delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award, and the numerical
Share limits set forth in Sections 3, 6, 7, 8, 9 and 10 hereof.






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(b)               
Dissolution or Liquidation. In the event of the proposed dissolution or liquidation
of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed
transaction. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation
of such proposed action.


(c)                
Change in Control. In the event of a merger of the Company with or into another corporation
or other entity or a Change in Control, each outstanding Award will be treated as the Administrator determines (subject to the
provisions of the proceeding paragraph) without a Participant’s consent, including, without limitation, that (i) Awards
will be assumed, or substantially equivalent Awards will be substituted, by the acquiring or succeeding corporation (the “Successor
Corporation”) (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices;
(ii) upon written notice to a Participant, that the Participant’s Awards will terminate upon or immediately prior to the
consummation of such merger or Change in Control; (iii) outstanding Awards will vest and become exercisable, realizable, or
payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger or
Change in Control, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of
such merger or Change in Control; (iv) (A) the termination of an Award in exchange for an amount of cash and/or property, if any,
equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights
as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the
transaction the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award
or realization of the Participant’s rights, then such Award may be terminated by the Company without payment), or (B) the
replacement of such Award with other rights or property selected by the Administrator in its sole discretion; or (v) any combination
of the foregoing. In taking any of the actions permitted under this subsection (c), the Administrator will not be obligated to
treat all Awards, all Awards held by a Participant, or all Awards of the same type, similarly. 


In the event that
the Successor Corporation does not assume or substitute for the Award, the Participant will fully vest in and have the right to
exercise all of his or her outstanding Options and Stock Appreciation Rights, including Shares as to which such Awards would not
otherwise be vested or exercisable, all restrictions on Restricted Stock will lapse, and, with respect to Restricted Stock Units,
Performance Shares and Performance Units, all Performance Goals or other vesting criteria will be deemed achieved at target levels
and all other terms and conditions met. In addition, if an Option or Stock Appreciation Right is not assumed or substituted for
in the event of a Change in Control, the Administrator will notify the Participant in writing or electronically that the Option
or Stock Appreciation Right will be fully vested and exercisable for a period of time determined by the Administrator in its sole
discretion, and the Option or Stock Appreciation Right will terminate upon the expiration of such period.


For the purposes
of this subsection (c), an Award will be considered assumed if, following the Change in Control, the Award confers the right to
purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether
stock, cash, or other securities or property) or, in the case of a Stock Appreciation Right upon the exercise of which the Administrator
determines to pay cash or a Performance Share or Performance Unit which the Administrator can determine to pay in cash, the fair
market value of the consideration received in the merger or Change in Control by holders of Common Stock for each Share held on
the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen
by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in
Control is not solely common stock of the Successor Corporation, the Administrator may, with the consent of the Successor Corporation,
provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a
Performance Share or Performance Unit, for each Share subject to such Award (or in the case of Performance Units, the number of
implied shares determined by dividing the value of the Performance Units by the per share consideration received by holders of
Common Stock in the Change in Control), to be solely common stock of the Successor Corporation equal in fair market value to the
per share consideration received by holders of Common Stock in the Change in Control.






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Notwithstanding
anything in this Section 15(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more
Performance Goals will not be considered assumed if the Company or its successor modifies any of such Performance Goals without
the Participant’s consent; provided, however, a modification to such Performance Goals only to reflect the Successor Corporation’s
post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption. In the case of
an Award providing for the payment of deferred compensation subject to Section 409A of the Code, any payment of such deferred
compensation by reason of a Change in Control shall be made only if the Change in Control is one described in subsection (a)(2)(A)(v)
of Section 409A and the guidance thereunder and shall be paid consistent with the requirements of Section 409A. If any deferred
compensation that would otherwise be payable by reason of a Change in Control cannot be paid by reason of the immediately preceding
sentence, it shall be paid as soon as practicable thereafter consistent with the requirements of Section 409A, as determined by
the Administrator.


16.               
Tax Withholding.


(a)                
Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an
Award (or exercise thereof), the Company will have the power and the right to deduct or withhold, or require a Participant to remit
to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant’s
FICA obligation) required to be withheld with respect to such Award (or exercise thereof). 


(b)               
Withholding Arrangements. The Administrator, in its sole discretion and pursuant to
such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole
or in part by (without limitation) (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable cash
or Shares having a Fair Market Value equal to the minimum 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 (iv) selling a sufficient number of Shares
otherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion (whether
through a broker or otherwise) equal to the amount required to be withheld. The amount of the withholding requirement will be deemed
to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount
determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to
the Award on the date that the amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be withheld
or delivered will be determined as of the date that the taxes are required to be withheld.


17.               
No Effect on Employment or Service. Neither the Plan
nor any Award will confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service
Provider with the Company, nor will they interfere in any way with the Participant’s right or the Company’s right to
terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.


18.               
Date of Grant. The date of grant of an Award will
be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date
as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time
after the date of such grant.


19.               
Term of Plan. Subject to Section 23 hereof,
the Plan will become effective upon its adoption by the Board. It will continue in effect for a term of ten (10) years unless terminated
earlier under Section 20 hereof.


20.               
Amendment and Termination of the Plan.


(a)                
Amendment and Termination. The Administrator may at any time amend, alter, suspend
or terminate the Plan. 


(b)               
Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment
to the extent necessary and desirable to comply with Applicable Laws. 


(c)                 Effect
of Amendment or Termination. No amendment, alteration, suspension, or termination of the Plan will impair the rights of
any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in
writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s
ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of
such termination.






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21.               
Conditions Upon Issuance of Shares.


(a)                
Legal Compliance. Shares will not be issued pursuant to the exercise of an Award unless
the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject
to the approval of counsel for the Company with respect to such compliance.


(b)               
Investment Representations. 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.


(c)                
Restrictive Legends. All Award Agreements and all securities of the Company issued
pursuant thereto shall bear such legends regarding restrictions on transfer and such other legends as the appropriate officer of
the Corporation shall determine to be necessary or advisable to comply with applicable securities and other laws.


22.               
Inability to Obtain Authority. 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, will relieve the Company of any liability in respect of
the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.


23.               
Stockholder Approval. The Plan will be subject to
approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such stockholder
approval will be obtained in the manner and to the degree required under Applicable Laws. In the event that stockholder approval
is not obtained within twelve (12) months after the date the Plan is adopted by the Board, the Plan and all Awards granted hereunder
shall be void ab initio and of no effect. Notwithstanding any other provisions of the Plan, no Awards shall be exercisable until
the date of such stockholder approval.


23.       Notification
of Election Under Section 83(b) of the Code. If any Service Provider shall, in connection with the acquisition of Shares under
the Plan, make the election permitted under Section 83(b) of the Code, such Service Provider shall notify the Company of such election
within ten (10) days of filing notice of the election with the Internal Revenue Service and provide the Company with a copy thereof,
in addition to any filing and a notification required pursuant to regulations issued under the authority of Section 83(b) of the
Code. A Service Provider shall not be permitted to make a Section 83(b) election with respect to an Award of a Restricted Stock
Unit.


24.       Notification
Upon Disqualifying Disposition Under Section 421(b) of the Code. Each Service Provider shall notify the Company of any disposition
of Shares issued pursuant to the exercise of an Incentive Stock Option under the circumstances described in Section 421(b) of the
Code (relating to certain disqualifying dispositions), within ten (10) days of such disposition.


25.       Choice
of Law. The Plan and all rules and determinations made and taken pursuant hereto will be governed by the laws of the State
of Delaware, to the extent not preempted by federal law, and construed accordingly.


 


** Adopted by the Board
as of June 17, 2019. **






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