**Exhibit 10.11**

 

Sito mobile,LTD. 2017 EQUITY INCENTIVE PLAN

 

**Section1.	****Successor To and Continuation of Prior Plan.**

 

(a)       SitoMobile, Ltd. 2017 Equity Incentive Plan (the “Plan”) is the successor to and continuation of the 2008 StockOption Plan (the “Prior Plan”). From and after the Effective Date, no additional awards will be granted underthe Prior Plan. All awards granted on or after the Effective Date will be granted under this Plan. All awards granted under thePrior Plan will remain subject to the terms of the Prior Plan.

 

(b)       Allshares that are available for issuance under the Prior Plan as of the Effective Date, and all shares that become available forissuance under the Prior Plan following the Effective Date in accordance with the terms of the Prior Plan (collectively, the “AdditionalShares”) may be issued to Participants pursuant to the terms of this Plan. The Plan Limit described in Section 4(a) hereinshall be increased by such number of Additional Shares.

 

**Section2.	****Purpose; Definitions.**The purposes of the Plan are to: (a) enable SITO Mobile, Ltd. (the “Company”)and its affiliated companies to recruit and retain highly qualified employees, directors and consultants; (b) provide those employees,directors and consultants with an incentive for productivity; and (c) provide those employees, directors and consultants with anopportunity to share in the growth and value of the Company.

 

For purposes of the Plan, the following termswill have the meanings defined below, unless the context clearly requires a different meaning:

 

(a)       “Affiliate”means, with respect to a Person, a Person that directly or indirectly controls, is controlled by, or is under common control withsuch Person.

 

(b)       “ApplicableLaw” means the legal requirements relating to the administration of and issuance of securities under stock incentiveplans, including, without limitation, the requirements of state corporations law, federal, state and foreign securities law, federal,state and foreign tax law, federal and state banking law, and the requirements of any stock exchange or quotation system upon whichthe Shares may then be listed or quoted.

 

(c)       “Award”means an award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Cash Awards or Performance Awardsmade under this Plan.

 

(d)       “AwardAgreement” means, with respect to any particular Award, the written document that sets forth the terms of that particularAward.

 

(e)       “Board”means the Board of Directors of the Company, as constituted from time to time.

 

(f)       “CashAward” means an award that is granted under Section 11.

 

 

 

 

(g)       “Cause”means (i) Participant’s refusal to comply with any lawful directive or policy of the Company which refusal is not cured bythe Participant within ten (10) days of such written notice from the Company; (ii) the Company’s determination that Participanthas committed any act of dishonesty, embezzlement, unauthorized use or disclosure of confidential information or other intellectualproperty or trade secrets, common law fraud or other fraud against the Company or any Subsidiary or Affiliate; (iii) a materialbreach by the Participant of any written agreement with or any fiduciary duty owed to any Company or any Subsidiary or Affiliate;(iv) Participant’s conviction (or the entry of a plea of a nolo contendere or equivalent plea) in a court of competent jurisdictionof a felony or any misdemeanor involving material dishonesty or moral turpitude; or (v) Participant’s habitual or repeatedmisuse of, or habitual or repeated performance of Participant’s duties under the influence of, alcohol, illegally obtainedprescription controlled substances or non-prescription controlled substances. Notwithstanding the foregoing, if a Participant andthe Company (or any of its Affiliates) have entered into an employment agreement, consulting agreement or other similar agreementthat specifically defines “cause,” then with respect to such Participant, “Cause” shall have the meaningdefined in such other agreement.

 

(h)       “Changein Control” shall mean the occurrence of any of the following events: (i) any “person” (as such term is usedin Sections 13(d) and 14(d) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 underthe Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total power to vote forthe election of directors of the Company; (ii) during any twelve month period, individuals who at the beginning of such periodconstitute the Board and any new director (other than a director designated by a person who has entered into an agreement withthe Company to effect a transaction described in Section 2(h)(i), Section 2(h)(iii), Section 2(h)(iv) or Section2(h)(v) hereof) whose election by the Board or nomination for election by the Company’s stockholders was approved bya vote of at least a majority of the directors then still in office who either were directors at the beginning of the period ofwhose election or nomination for election was previously approved, cease for any reason to constitute a majority thereof; (iii)the merger or consolidation of the Company with another corporation where the stockholders of the Company, immediately prior tothe merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such stockholdersto 50% or more of all votes to which all stockholders of the surviving corporation would be entitled in the election of directors(without consideration of the rights of any class of stock to elect directors by a separate class vote); (iv) the sale or otherdisposition of all or substantially all of the assets of the Company; (v) a liquidation or dissolution of the Company or (vi) acceptanceby shareholders of the Company of shares in a share exchange if the shareholders of the Company immediately before such share exchangedo not or will not own directly or indirectly immediately following such share exchange more than fifty percent (50%) of the combinedvoting power of the outstanding voting securities of the entity resulting from or surviving such share exchange in substantiallythe same proportion as their ownership of the voting securities outstanding immediately before such share exchange.

 

Notwithstanding anything in the Plan or anAward Agreement to the contrary, if an Award is subject to Section 409A of the Code, no event that, but for the application ofthis paragraph, would be a Change in Control as defined in the Plan or the Award Agreement, as applicable, shall be a Change inControl unless such event is also a “change in control event” as defined in Section 409A of the Code.

 

 

 

(i)       “Code”means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

 

(j)       “Committee”means the committee designated by the Board to administer the Plan under Section 3. To the extent required under ApplicableLaw, the Committee shall have at least two members and each member of the Committee shall be a Non-Employee Director and an OutsideDirector.

 

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

 

(l)        “Disability”means a condition rendering a Participant Disabled.

 

(m)      “Disabled”will have the same meaning as set forth in Section 22(e)(3) of the Code.

 

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

 

(o)       “FairMarket Value” means, as of any date, the value of a Share determined as follows: (i) if the Shares are listed onany established stock exchange or a national market system, including, without limitation, the Nasdaq Capital Market, the FairMarket Value of a Share will be the closing sales price for such stock as quoted on that system or exchange (or the system or exchangewith the greatest volume of trading in Shares) at the close of regular hours trading on the day of determination; (ii) ifthe Shares are regularly quoted by recognized securities dealers but selling prices are not reported, the Fair Market Value ofa Share will be the mean between the high bid and low asked prices for Shares at the close of regular hours trading on the dayof determination; or (iii) if Shares are not traded as set forth above, the Fair Market Value will be determined in good faithby the Committee taking into consideration such factors as the Committee considers appropriate, such determination by the Committeeto be final, conclusive and binding. Notwithstanding the foregoing, in connection with a Change in Control, Fair Market Value shallbe determined in good faith by the Committee, such determination by the Committee to be final conclusive and binding.

 

(p)       “IncentiveStock Option” means any Option intended to be an “Incentive Stock Option” within the meaning of Section 422of the Code.

 

(q)       “Non-EmployeeDirector” will have the meaning set forth in Rule 16b-3(b)(3)(i) promulgated by the Securities and Exchange Commissionunder the Exchange Act, or any successor definition adopted by the Securities and Exchange Commission.

 

(r)       “Non-QualifiedStock Option” means any Option that is not an Incentive Stock Option.

 

(s)       “Option”means any option to purchase Shares (including an option to purchase Restricted Stock, if the Committee so determines) grantedpursuant to Section 6 hereof.

 

(t)       “OutsideDirector” means a member of the Board who meets the definition of an “outside director” under Section 162(m)of the Code.

 

 

 

(u)       “Parent”means, in respect of the Company, a “parent corporation” as defined in Section 424(e) of the Code.

 

(v)       “Participant”means an employee, consultant, Director, or other service provider of or to the Company or any of its respective Affiliates towhom an Award is granted.

 

(w)      “PerformanceAward” means any Award that, pursuant to Section 12, is granted, vested and/or settled upon the achievement ofspecified performance conditions.

 

(x)       “PerformanceGoal” means a goal that must be met by the end of a period specified by the Committee (but that is substantially uncertainof being met before the grant of the Award) based upon: sales; net sales; return on sales; revenue, net revenue, product revenueor system-wide revenue (including growth of such revenue measures); operating income (before or after taxes); pre- or after-taxincome or loss (before or after allocation of corporate overhead and bonus); earnings or loss per share; net income or loss (beforeor after taxes); return on equity; total stockholder return; return on assets or net assets; appreciation in and/or maintenanceof the price of the Shares or any other publicly-traded securities of the Company; market share; gross profits; gross or net profitmargin; gross profit growth; net operating profit (before or after taxes); operating earnings; earnings or losses or net earningsor losses (including earnings or losses before taxes, before interest and taxes, or before interest, taxes, depreciation and amortization);economic value-added models or equivalent metrics; comparisons with various stock market indices; reductions in costs; cash flow(including operating cash flow and free cash flow) or cash flow per share (before or after dividends); return on capital (includingreturn on total capital or return on invested capital); cash flow return on investment; cash flow return on capital; improvementin or attainment of expense levels or working capital levels, including cash, inventory and accounts receivable; general and administrativeexpense savings; inventory control; operating margin; gross margin; year-end cash; cash margin; debt reduction; stockholders equity;operating efficiencies; cost reductions or savings; customer satisfaction; customer growth; productivity or productivity ratios;regulatory achievements; strategic partnerships or transactions (including in-licensing and out-licensing of intellectual property;establishing relationships with commercial entities with respect to the marketing, distribution and sale of the Company’sproducts; supply chain achievements (including establishing relationships with manufacturers or suppliers of component materialsand manufacturers of the Company’s products); co-development, co-marketing, profit sharing, joint venture or other similararrangements); financial ratios, including those measuring liquidity, activity, profitability or leverage; cost of capital or assetsunder management; financing and other capital raising transactions (including sales of the Company’s equity or debt securities);debt level year-end cash position; book value; competitive market metrics; timely completion of new product roll-outs; sales orlicenses of the Company’s assets; royalty income; implementation, completion or attainment of measurable objectives withrespect to research, development, manufacturing, commercialization, products or projects, production volume levels, acquisitionsand divestitures, succession and hiring projects, reorganization and other corporate transactions, expansions of specific businessoperations and meeting divisional or project budgets; and recruiting and maintaining personnel. The Committee shall have discretionto determine the specific targets with respect to each of these categories of Performance Goals and may apply them to the Companyas a whole or to any Subsidiary, division or other unit of the Company.

 

 

 

(y)       “Person”means an individual, partnership, corporation, limited liability company, trust, joint venture, unincorporated association, orother entity or association.

 

(z)      “Restricted Stock” means Shares that are subject to restrictions pursuant to Section 9 hereof.

 

(aa)     “Restricted Stock Unit”means a right granted under and subject to restrictions pursuant to Section 10 hereof.

 

(bb)     “Shares” meansshares of the Company’s common stock, subject to substitution or adjustment as provided in Section 4(c) hereof.

 

(cc)     “Stock Appreciation Right”means a right granted under and subject to Section 7 hereof.

 

(dd)     “Subsidiary” means,in respect of the Company, a subsidiary company as defined in Sections 424(f) and (g) of the Code.

 

**Section3.	****Administration.** The Plan shall be administered by the Committee. Any action of the Committee inadministering the Plan shall be final, conclusive and binding on all persons, including the Company, its Subsidiaries, Affiliates,their respective employees, the Participants, persons claiming rights from or through Participants and stockholders of the Company.

 

The Committee will have full authority togrant Awards under this Plan and determine the terms of such Awards. Such authority will include the right to:

 

(a)       selectthe individuals to whom Awards are granted (consistent with the eligibility conditions set forth in Section 5);

 

(b)       determinethe type of Award to be granted;

 

(c)       determinethe number of Shares, if any, to be covered by each Award;

 

(d)       establishthe terms and conditions of each Award;

 

(e)       subjectto Section 12, establish the performance conditions relevant to any Award and certify whether such performance conditionshave been satisfied;

 

(f)        approveforms of agreements (including Award Agreements) for use under the Plan;

 

(g)       determinewhether and under what circumstances an Option may be exercised without a payment of cash under Section 6(d);

 

(h)       acceleratethe vesting or exercisability of an Award and to modify or amend each Award, subject to Section 13; and

 

 

 

(i)       extendthe period of time for which an Option or Stock Appreciation Right is to remain exercisable following a Participant’s terminationof service to the Company from the limited period otherwise in effect for that Option or Stock Appreciation Right to such greaterperiod of time as the Committee deems appropriate, but in no event beyond the expiration of the term of the Option or Stock AppreciationRight.

 

The Committee will have the authority to adopt,alter and repeal such administrative rules, guidelines and practices governing the Plan as it, from time to time, deems advisable;to establish the terms and form of each Award Agreement; to interpret the terms and provisions of the Plan and any Award issuedunder the Plan (and any Award Agreement); and to otherwise supervise the administration of the Plan. The Committee may correctany defect, supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement in the manner and to the extentit deems necessary to carry out the intent of the Plan.

 

The Committee, in its discretion, may referany matter arising hereunder to the Board or other committee designated by the Board, together with its report and recommendation,unless such matter is required to be approved by a compensation committee comprised solely of independent directors under ApplicableLaw, regulation or listing standards.

 

The Committee may delegate to one or moreofficers of the Company the authority to grant Awards to Participants who are not subject to the requirements of Section 16 ofthe Exchange Act or Section 162(m) of the Code and the rules and regulations thereunder, provided that the Committee shall havefixed the total number of Shares subject to such delegation. Any such delegation shall be subject to the applicable corporate lawsof the State of Delaware. The Committee may revoke any such allocation or delegation at any time for any reason with or withoutprior notice.

 

No Director will be liable for any good faithdetermination, act or omission in connection with the Plan or any Award.

 

**Section4.	****Shares Subject to the Plan.**

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(a)       SharesSubject to the Plan. Subject to adjustment as provided in Section 4(c) of the Plan, the maximum number of Shares thatmay be issued in respect of Awards under the Plan is 2,500,000 Shares (the “Plan Limit”), all of which Sharesmay be issued in respect of Incentive Stock Options. Any shares issued hereunder may consist, in whole or in part, of authorizedand unissued shares or treasury shares. Any shares issued by the Company through the assumption or substitution of outstandinggrants in connection with the acquisition of another entity shall not reduce the maximum number of shares available for deliveryunder the Plan.

 

(i)       Inaccordance with the requirements under Section 162(m) of the Code, the maximum number of Shares underlying Awards (including Options,Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Performance Awards) that may be granted during a calendaryear to any individual Participant shall be fifty percent (50%) of the Plan Limit.

 

(ii)      Themaximum total grant date fair value of Awards (as measured by the Company for financial accounting purposes) granted to any Participantin his or her capacity as a Non-Employee Director in any single calendar year shall not exceed $250,000.

 

 

 

(b)       Effectof the Expiration or Termination of Awards. If and to the extent that an Option or Stock Appreciation Right expires, terminatesor is canceled or forfeited for any reason without having been exercised in full, the Shares associated with that Award will againbecome available for grant under the Plan. Similarly, if and to the extent an Award of Restricted Stock or Restricted Stock Unitsis canceled or forfeited for any reason, the Shares subject to that Award will again become available for grant under the Plan.Shares withheld in settlement of a tax withholding obligation associated with an Award, or in satisfaction of the exercise pricepayable upon exercise of an Option, will not become available for grant under the Plan.

 

(c)       OtherAdjustment. In the event of any corporate event or transaction such as a merger, consolidation, reorganization, recapitalization,stock split, reverse stock split, split up, spin-off, combination of shares, exchange of shares, stock dividend, dividend in kind,or other like change in capital structure (other than ordinary cash dividends) to shareholders of the Company, or other similarcorporate event or transaction affecting the Shares, the Committee, to prevent dilution or enlargement of Participants’ rightsunder the Plan, shall, in such manner as it may deem equitable, substitute or adjust, in its sole discretion, the number and kindof shares that may be issued under the Plan or under any outstanding Awards, the number and kind of shares subject to outstandingAwards, the exercise price, grant price or purchase price applicable to outstanding Awards, and/or any other affected terms andconditions of this Plan or outstanding Awards. The Committee shall not make any adjustment that would adversely affect the statusof any Award that is “performance-based compensation” under Section 162(m) of the Code.

 

(d)       Changein Control. Notwithstanding anything to the contrary set forth in the Plan, upon any Change in Control, the Committee may,in its sole and absolute discretion and without the need for the consent of any Participant, take one or more of the followingactions contingent upon the occurrence of that Change in Control:

 

(i)       causeany or all outstanding Awards to become vested and immediately exercisable (as applicable), in whole or in part;

 

(ii)      causeany outstanding Option or Stock Appreciation Right to become fully vested and immediately exercisable for a reasonable period inadvance of the Change in Control and, to the extent not exercised prior to that Change in Control, cancel that Option or StockAppreciation Right upon closing of the Change in Control;

 

(iii)     cancelany unvested Award or unvested portion thereof, with or without consideration;

 

(iv)      cancelany Award in exchange for a substitute award;

 

(v)       redeemany Restricted Stock or Restricted Stock Unit for cash and/or other substitute consideration with value equal to the Fair MarketValue of an unrestricted Share on the date of the Change in Control;

 

 

 

(vi)       cancelany Option or Stock Appreciation Right in exchange for cash and/or other substitute consideration with a value equal to: (A) thenumber of Shares subject to that Option or Stock Appreciation Right, multiplied by (B) the difference, if any, between theFair Market Value per Share on the date of the Change in Control and the exercise price of that Option or Stock Appreciation Right; *provided,*that if the Fair Market Value per Share on the date of the Change in Control does not exceed the exercise priceof any such Option or Stock Appreciation Right, the Committee may cancel that Option or Stock Appreciation Right without any paymentof consideration therefor; and/or

 

(vii)      takesuch other action as the Committee shall determine to be reasonable under the circumstances.

 

Notwithstanding any provision of this Section4(d), in the case of any Award subject to Section 409A of the Code, such Award shall vest and be distributed only in accordancewith the terms of the applicable Award Agreement and the Committee shall only be permitted to use discretion to the extent thatsuch discretion would be permitted under Section 409A of the Code.

 

In the discretion of the Committee, any cashor substitute consideration payable upon cancellation of an Award may be subjected to (i) vesting terms substantially identicalto those that applied to the cancelled Award immediately prior to the Change in Control, or (ii) earn-out, escrow, holdbackor similar arrangements, to the extent such arrangements are applicable to any consideration paid to stockholders in connectionwith the Change in Control.

 

**Section5.	****Eligibility.** Employees, Directors, consultants, and other individuals who provide services to theCompany or its Affiliates are eligible to be granted Awards under the Plan; *provided, however*, that only employees of theCompany, any Parent or a Subsidiary are eligible to be granted Incentive Stock Options.

 

**Section6.	****Options.** Options granted under the Plan may be of two types: (i) Incentive Stock Options or(ii) Non-Qualified Stock Options. The Award Agreement shall state whether such grant is an Incentive Stock Option or a Non-QualifiedStock Option. Any Option granted under the Plan will be in such form as the Committee may at the time of such grant approve.

 

The Award Agreement evidencing any Optionwill incorporate the following terms and conditions and will contain such additional terms and conditions, not inconsistent withthe terms of the Plan, as the Committee deems appropriate in its sole and absolute discretion:

 

(a)       OptionPrice. The exercise price per Share under an Option will be determined by the Committee and will not be less than 100% of theFair Market Value of a Share on the date of the grant. However, any Incentive Stock Option granted to any Participant who, at thetime the Option is granted, owns, either directly and/or within the meaning of the attribution rules contained in Section 424(d)of the Code, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, will havean exercise price per Share of not less than 110% of Fair Market Value per Share on the date of the grant.

 

 

 

(b)       OptionTerm. The term of each Option will be fixed by the Committee, but no Option will be exercisable more than 10 years after thedate the Option is granted. However, any Incentive Stock Option granted to any Participant who, at the time such Option is granted,owns, either directly and/or within the meaning of the attribution rules contained in Section 424(d) of the Code, stock possessingmore than 10% of the total combined voting power of all classes of stock of the Company, may not have a term of more than 5 years.No Option may be exercised by any Person after expiration of the term of the Option.

 

(c)       Exercisability.Options will vest and be exercisable at such time or times and subject to such terms and conditions as determined by the Committee.

 

(d)       Methodof Exercise. Subject to the terms of the applicable Award Agreement, the exercisability provisions of Section 6(c) andthe termination provisions of Section 8, Options may be exercised in whole or in part from time to time during their termby the delivery of written notice to the Company specifying the number of Shares to be purchased. Such notice will be accompaniedby payment in full of the purchase price, either by certified or bank check, or such other means as the Committee may accept. TheCommittee may, in its sole discretion, permit payment of the exercise price of an Option in the form of previously acquired Sharesbased on the Fair Market Value of the Shares on the date the Option is exercised or through means of a “net settlement,”whereby the Option exercise price will not be due in cash and where the number of Shares issued upon such exercise will be equalto: (A) the product of (i) the number of Shares as to which the Option is then being exercised, and (ii) the excess,if any, of (a) the then current Fair Market Value per Share over (b) the Option exercise price, divided by (B) thethen current Fair Market Value per Share.

 

No Shares will be issued upon exercise ofan Option until full payment therefor has been made. A Participant will not have the right to distributions or dividends or anyother rights of a stockholder with respect to Shares subject to the Option until the Participant has given written notice of exercise,has paid in full for such Shares, if requested, has given the representation described in Section 19(a) hereof and fulfillssuch other conditions as may be set forth in the applicable Award Agreement.

 

(e)       IncentiveStock Option Limitations. In the case of an Incentive Stock Option, the aggregate Fair Market Value (determined as of the timeof grant) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant duringany calendar year under the Plan and/or any other plan of the Company, its Parent or any Subsidiary will not exceed $100,000. Forpurposes of applying the foregoing limitation, Incentive Stock Options will be taken into account in the order granted. To theextent any Option does not meet such limitation, that Option will be treated for all purposes as a Non-Qualified Stock Option.

 

(f)       Terminationof Service. Unless otherwise specified in the applicable Award Agreement or as otherwise provided by the Committee at or afterthe time of grant, Options will be subject to the terms of Section 8 with respect to exercise upon or following terminationof employment or other service.

 

 

 

**Section7.	****Stock Appreciation Right.** Subject to the other terms of the Plan, the Committee may grant StockAppreciation Rights to eligible individuals. Each Stock Appreciation Right shall represent the right to receive, upon exercise,an amount equal to the number of Shares subject to the Award that is being exercised multiplied by the excess of (i) the Fair MarketValue of a Share on the date the Award is exercised, over (ii) the exercise price specified in the applicable Award Agreement.Distributions may be made in cash, Shares, or a combination of both, at the discretion of the Committee. Each Stock AppreciationRight shall be evidenced by an Award Agreement in a form that is approved by the Committee. Such Award Agreement shall indicatethe price, the term and the vesting schedule for such Award. A Stock Appreciation Right exercise price may never be less than theFair Market Value of the underlying common stock of the Company on the date of grant of such Stock Appreciation Right. The termof each Stock Appreciation Right will be fixed by the Committee, but no Stock Appreciation Right will be exercisable more than10 years after the date the Stock Appreciation Right is granted. Subject to the terms and conditions of the applicable Award Agreement,Stock Appreciation Rights may be exercised in whole or in part from time to time during their term by the delivery of written noticeto the Company specifying the number of Shares to be exercised. Unless otherwise specified in the applicable Award Agreement oras otherwise provided by the Committee at or after the time of grant, Stock Appreciation Rights will be subject to the terms ofSection 8 with respect to exercise upon or following termination of employment or other service.

 

**Section8.	****Termination of Service.** Unless otherwise specified with respect to a particular Option or StockAppreciation Right in the applicable Award Agreement or otherwise determined by the Committee, any portion of an Option or StockAppreciation Right that is not exercisable upon termination of service will expire immediately and automatically upon such terminationand any portion of an Option or Stock Appreciation Right that is exercisable upon termination of service will expire on the dateit ceases to be exercisable in accordance with this Section 8.

 

(a)       Terminationby Reason of Death. If a Participant’s service with the Company or any Affiliate terminates by reason of death, any Optionor Stock Appreciation Right held by such Participant may thereafter be exercised, to the extent it was exercisable at the timeof his or her death or on such accelerated basis as the Committee may determine at or after grant, by the legal representativeof the estate or by the legatee of the Participant, for a period expiring (i) at such time as may be specified by the Committeeat or after grant, or (ii) if not specified by the Committee, then 12 months from the date of death, or (iii) if soonerthan the applicable period specified under (i) or (ii) above, upon the expiration of the stated term of such Option orStock Appreciation Right.

 

(b)       Terminationby Reason of Disability. If a Participant’s service with the Company or any Affiliate terminates by reason of Disability,any Option or Stock Appreciation Right held by such Participant may thereafter be exercised by the Participant or his personalrepresentative, to the extent it was exercisable at the time of termination, or on such accelerated basis as the Committee maydetermine at or after grant, for a period expiring (i) at such time as may be specified by the Committee at or after grant,or (ii) if not specified by the Committee, then 12 months from the date of termination of service, or (iii) if soonerthan the applicable period specified under (i) or (ii) above, upon the expiration of the stated term of such Option or Stock AppreciationRight.

 

 

 

(c)       Cause.If a Participant’s service with the Company or any Affiliate is terminated for Cause: (i) any Option or Stock AppreciationRight, or portion thereof, not already exercised will be immediately and automatically forfeited as of the date of such termination,and (ii) any Shares for which the Company has not yet delivered share certificates will be immediately and automatically forfeitedand the Company will refund to the Participant the Option exercise price paid for such Shares, if any.

 

(d)       OtherTermination. If a Participant’s service with the Company or any Affiliate terminates for any reason other than death,Disability or Cause, any Option or Stock Appreciation Right held by such Participant may thereafter be exercised by the Participant,to the extent it was exercisable at the time of such termination, or on such accelerated basis as the Committee may determine ator after grant, for a period expiring (i) at such time as may be specified by the Committee at or after grant, or (ii) ifnot specified by the Committee, then 90 days from the date of termination of service, or (iii) if sooner than the applicableperiod specified under (i) or (ii) above, upon the expiration of the stated term of such Option or Stock Appreciation Right.

 

**Section9.	****Restricted Stock.**

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(a)       Issuance.Restricted Stock may be issued either alone or in conjunction with other Awards. The Committee will determine the time or timeswithin which Restricted Stock may be subject to forfeiture, and all other conditions of such Awards. The purchase price for RestrictedStock may, but need not, be zero. The prospective recipient of an Award of Restricted Stock will not have any rights with respectto such Award, unless and until such recipient has delivered to the Company an executed Award Agreement and has otherwise compliedwith the applicable terms and conditions of such Award.

 

(b)       Certificates.Upon the Award of Restricted Stock, the Committee may direct that a certificate or certificates representing the number of sharesof common stock subject to such Award be issued to the Participant or placed in a restricted stock account (including an electronicaccount) with the transfer agent and in either case designating the Participant as the registered owner. The certificate(s) representingsuch shares shall be physically or electronically legended, as applicable, as to sale, transfer, assignment, pledge or other encumbrancesduring the Restriction Period and if issued to the Participant, returned to the Company, to be held in escrow during the RestrictionPeriod. As a condition to any Award of Restricted Stock, the Participant may be required to deliver to the Company a share power,endorsed in blank, relating to the Shares covered by such Award.

 

(c)       Restrictionsand Conditions. The Award Agreement evidencing the grant of any Restricted Stock will incorporate the following terms and conditionsand such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee deems appropriate in itssole and absolute discretion:

 

(i)       Duringa period commencing with the date of an Award of Restricted Stock and ending at such time or times as specified by the Committee(the “Restriction Period”), the Participant will not be permitted to sell, transfer, pledge, assign or otherwiseencumber Restricted Stock awarded under the Plan. The Committee may condition the lapse of restrictions on Restricted Stock uponthe continued employment or service of the recipient, the attainment of specified individual or corporate performance goals, orsuch other factors as the Committee may determine, in its sole and absolute discretion.

 

 

 

(ii)       Whileany Share of Restricted Stock remains subject to restriction, the Participant will have, with respect to the Restricted Stock,the right to vote the Shares, but will not have the right to receive any cash distributions or dividends prior to the lapse ofthe Restriction Period underlying such Shares unless otherwise provided under the applicable Award Agreement or as determined bythe Committee. If any cash distributions or dividends are payable with respect to the Restricted Stock, the Committee, in its solediscretion, may require the cash distributions or dividends to be subjected to the same Restriction Period as is applicable tothe Restricted Stock with respect to which such amounts are paid, or, if the Committee so determines, reinvested in additionalRestricted Stock to the extent Shares are available under Section 4(a) of the Plan. A Participant shall not be entitledto interest with respect to any dividends or distributions subjected to the Restriction Period. Any distributions or dividendspaid in the form of securities with respect to Restricted Stock will be subject to the same terms and conditions as the RestrictedStock with respect to which they were paid, including, without limitation, the same Restriction Period.

 

(iii)      Subjectto the provisions of the applicable Award Agreement or as otherwise determined by the Committee, if a Participant’s servicewith the Company and its Affiliates terminates prior to the expiration of the applicable Restriction Period, the Participant’sRestricted Stock that then remains subject to forfeiture will then be forfeited automatically.

 

**Section10.	****Restricted Stock Units.** Subject to the other terms of the Plan, the Committee may grant RestrictedStock Units to eligible individuals and may, in its sole and absolute discretion, impose conditions on such units as it may deemappropriate, including, without limitation, (i) continued employment or service of the recipient or (ii) the attainment of specifiedindividual or corporate performance goals. Each Restricted Stock Unit shall be evidenced by an Award Agreement in the form thatis approved by the Committee and that is not inconsistent with the terms and conditions of the Plan. Each Restricted Stock Unitwill represent a right to receive from the Company, upon fulfillment of any applicable conditions, an amount equal to the FairMarket Value (at the time of the distribution) of one Share. Distributions may be made in cash, Shares, or a combination of both,at the discretion of the Committee. All other terms governing Restricted Stock Units, such as vesting, time and form of paymentand termination of units shall be set forth in the applicable Award Agreement. The Participant shall not have any shareholder rightswith respect to the Shares subject to a Restricted Stock Unit Award until that Award vests and the Shares are actually issued thereunder.Subject to the provisions of the applicable Award Agreement or as otherwise determined by the Committee, if a Participant’sservice with the Company terminates prior to the Restricted Stock Unit Award vesting, the Participant’s Restricted StockUnits that then remain subject to forfeiture will then be forfeited automatically.

 

 

 

**Section11.	****Cash Award**. Subject to the other terms of the Plan, the Committee may grant Cash Awards. An AwardAgreement for a Cash Award will indicate the applicable performance period, any applicable Performance Goals, any applicable designationof the Award as a Performance Award, and the vesting schedule of the Award. No Participant may be paid more than $500,000 in anycalendar year in respect of Cash Awards that are designated as Performance Awards. Unless otherwise provided in an Award Agreement,a Participant must provide services to the Company or its Affiliates through the last day of the performance period applicableto the Cash Award in order to be eligible to receive payment. Unless otherwise specified in the Award Agreement, payment in respectof a Cash Award will be made in cash, by the 15th day of the third month following the year in which such Award is earned.

 

**Section12.	****Performance Based Awards.**

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(a)       PerformanceAwards Generally. The Committee may grant Performance Awards in accordance with this Section 12. Performance Awardsmay be denominated as a number of Shares or specified number of other Awards, which may be earned upon achievement or satisfactionof such Performance Goals as may be specified by the Committee. In addition, the Committee may specify that any other Award shallconstitute a Performance Award by conditioning the vesting or settlement of the Award upon the achievement or satisfaction of suchPerformance Goals as may be specified by the Committee.

 

(b)       Adjustmentsto Performance Goals. The Committee may provide, at the time Performance Goals are established, that adjustments will be madeto those performance goals to take into account, in any objective manner specified by that Committee, the impact of one or moreof the following: (A) gain or loss from all or certain claims and/or litigation and insurance recoveries, (B) the impairmentof tangible or intangible assets, (C) stock-based compensation expense, (D) restructuring activities reported in theCompany’s public filings, (E) investments, dispositions or acquisitions, (F) loss from the disposal of certainassets, (G) gain or loss from the early extinguishment, redemption, or repurchase of debt, (H) changes in accountingprinciples, or (I) any other item, event or circumstance that would not cause an Award to fail to constitute “qualifiedperformance-based compensation” under Section 162(m) of the Code (to the extent such Award is intended to be “qualifiedperformance-based compensation”). An adjustment described in this Section may relate to the Company or to any subsidiary,division or other operational unit of the Company or its Affiliates, as determined by the Committee at the time the performancegoals are established. Any adjustment shall be determined in accordance with generally accepted accounting principles and standards,unless such other objective method of measurement is designated by the committee at the time performance objectives are established.In addition, adjustments will be made as necessary to any performance criteria related to the Company’s stock to reflectchanges in corporate capitalization, including a recapitalization, stock split or combination, stock dividend, spin-off, merger,reorganization or other similar event or transaction affecting the Company’s equity.

 

(c)       OtherTerms of Performance Awards. The Committee may specify other terms pertinent to a Performance Award in the applicable AwardAgreement, including terms relating to the treatment of that Award in the event of a Change in Control prior to the end of theapplicable performance period. The Participant shall not have any shareholder rights with respect to the Shares subject to a PerformanceAward until the Shares are actually issued thereunder. Subject to the provisions of the applicable Award Agreement or as otherwisedetermined by the Committee, if a Participant’s service with the Company terminates prior to the Performance Award vesting,the Participant’s Performance Award or portion thereof that then remains subject to forfeiture will then be forfeited automatically.

 

 

 

**Section13.	****Amendments and Termination.** The Board may amend, alter or discontinue the Plan at any time. However,except as otherwise provided in Section 4, no amendment, alteration or discontinuation will be made which would impair therights of a Participant with respect to an Award without that Participant’s consent or which, without the approval of suchamendment within 365 days of its adoption by the Board or by the Company’s stockholders in a manner consistent with Treas.Reg. § 1.422-3 (or any successor provision), would: (i) increase the total number of Shares reserved for issuance hereunder,or (ii) change the persons or class of persons eligible to receive Awards.

 

**Section14.	****Prohibition on Repricing Programs**. Neither the Committee nor the Board shall (i) implementany cancellation/re-grant program pursuant to which outstanding Options or Stock Appreciation Rights under the Plan are cancelledand new Options or Stock Appreciation Rights are granted in replacement with a lower exercise or base price per share, (ii) canceloutstanding Options or Stock Appreciation Rights under the Plan with exercise prices or base prices per share in excess of thethen current Fair Market Value per Share for consideration payable in equity securities of the Company or (iii) otherwisedirectly reduce the exercise price or base price in effect for outstanding Options or Stock Appreciation Rights under the Plan,without in each such instance obtaining shareholder approval.

 

**Section15.	****Conditions Upon Grant of Awards and Issuance of Shares.**

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(a)       Theimplementation of the Plan, the grant of any Award and the issuance of Shares in connection with the issuance, exercise or vestingof any Award made under the Plan shall be subject to the Company’s procurement of all approvals and permits required by regulatoryauthorities having jurisdiction over the Plan, the Awards made under the Plan and the Shares issuable pursuant to those Awards.

 

(b)       NoShares or other assets shall be issued or delivered under the Plan unless and until there shall have been compliance with all applicablerequirements of Applicable Law, including the filing and effectiveness of the Form S-8 registration statement for the Sharesissuable under the Plan, and all applicable listing requirements of any stock exchange on which Shares are then listed for trading.

 

 

 

**Section16.	****Limits on Transferability; Beneficiaries**. No Award or other right or interest of a Participantunder the Plan shall be pledged, encumbered, or hypothecated to, or in favor of, or subject to any lien, obligation, or liabilityof such Participant to, any party, other than the Company, any Subsidiary or Affiliate, or assigned or transferred by such Participantother than by will or the laws of descent and distribution, and such Awards and rights shall be exercisable during the lifetimeof the Participant only by the Participant or his or her guardian or legal representative. Notwithstanding the foregoing, the Committeemay, in its discretion, provide that Awards or other rights or interests of a Participant granted pursuant to the Plan (other thanan Incentive Stock Option) be transferable, without consideration, to immediate family members (i.e., children, grandchildren orspouse), to trusts for the benefit of such immediate family members and to partnerships in which such family members are the onlypartners. The Committee may attach to such transferability feature such terms and conditions as it deems advisable. In addition,a Participant may, in the manner established by the Committee, designate a beneficiary (which may be a person or a trust) to exercisethe rights of the Participant, and to receive any distribution, with respect to any Award upon the death of the Participant. Abeneficiary, guardian, legal representative or other person claiming any rights under the Plan from or through any Participantshall be subject to all terms and conditions of the Plan and any Award Agreement applicable to such Participant, except as otherwisedetermined by the Committee, and to any additional restrictions deemed necessary or appropriate by the Committee.

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**Section17.	****Withholding**. No later than the date as of which an amount first becomes includible in the grossincome of the Participant for federal income tax purposes with respect to any Award under the Plan, the Participant will pay tothe Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state or local taxes of anykind required by law to be withheld with respect to such amount. The minimum required withholding obligations may be settled withShares, including Shares that are part of the Award that gives rise to the withholding requirement. Notwithstanding the immediatelypreceding sentence, the Company, in its discretion, may withhold Shares having a Fair Market Value up to, but not in excess of,the maximum statutory withholding requirements. The obligations of the Company under the Plan will be conditioned on such paymentor arrangements and the Company will have the right to deduct any such taxes from any payment of any kind otherwise due to theParticipant.

 

**Section18.	****Liability of Company.**

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(a)       Inabilityto Obtain Authority. If the Company cannot, by the exercise of commercially reasonable efforts, obtain authority from any regulatorybody having jurisdiction for the sale of any Shares under this Plan, and such authority is deemed by the Company’s counselto be necessary to the lawful issuance of those Shares, the Company will be relieved of any liability for failing to issue or sellthose Shares.

 

(b)       GrantsExceeding Allotted Shares. If Shares subject to an Award exceed, as of the date of grant, the number of Shares which may beissued under the Plan without additional shareholder approval, that Award will be contingent with respect to such excess Shares,on the effectiveness under Applicable Law of a sufficient increase in the number of Shares subject to this Plan.

 

(c)       Rightsof Participants and Beneficiaries. The Company will pay all amounts payable under this Plan only to the applicable Participant,or beneficiaries entitled thereto pursuant to this Plan. The Company will not be liable for the debts, contracts, or engagementsof any Participant or his or her beneficiaries, and rights to cash payments under this Plan may not be taken in execution by attachmentor garnishment, or by any other legal or equitable proceeding while in the hands of the Company.

 

 

 

**Section19.	****General Provisions.**

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(a)       TheBoard may require each Participant to represent to and agree with the Company in writing that the Participant is acquiring securitiesof the Company for investment purposes and without a view to distribution thereof and as to such other matters as the Board believesare appropriate.

 

(b)       TheAwards shall be subject to the Company’s recoupment and stock ownership policies, as may be in effect from time to time.

 

(c)       Allcertificates for Shares or other securities delivered under the Plan will be subject to such share-transfer orders and other restrictionsas the Board may deem advisable under the rules, regulations and other requirements of the Securities Act of 1933, as amended,the Exchange Act, any stock exchange upon which the Shares are then listed, and any other Applicable Law, and the Board may causea legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

 

(d)       Nothingcontained in the Plan will prevent the Board from adopting other or additional compensation arrangements, subject to stockholderapproval if such approval is required.

 

(e)       Neitherthe adoption of the Plan nor the execution of any document in connection with the Plan will: (i) confer upon any employeeor other service provider of the Company or an Affiliate any right to continued employment or engagement with the Company or suchAffiliate, or (ii) interfere in any way with the right of the Company or such Affiliate to terminate the employment or engagementof any of its employees or other service providers at any time.

 

(f)       Notwithstandingany other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchangelisting requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, governmentregulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulationor stock exchange listing requirement).

 

**Section20.	****Effective Date of Plan.** The Plan became effective on November 30, 2017 (the “EffectiveDate”), upon its approval by the holders of a majority of the voting power of the shares deemed present and entitledto vote at the Meeting of Stockholders of SITO Mobile, Ltd.

 

**Section21.	****Term of Plan.** Unless the Plan shall theretofore have been terminated in accordance with Section13, the Plan shall terminate on the 10-year anniversary of the Effective Date, and no Awards under the Plan shall thereafterbe granted.

 

**Section22.	****Invalid Provisions.** In the event that any provision of this Plan is found to be invalid or otherwiseunenforceable under any Applicable Law, such invalidity or unenforceability will not be construed as rendering any other provisionscontained herein as invalid or unenforceable, and all such other provisions will be given full force and effect to the same extentas though the invalid or unenforceable provision was not contained herein.

 

**Section23.	****Governing Law.** The Plan and all Awards granted hereunder will be governed by and construed in accordancewith the laws and judicial decisions of the State of Delaware, without regard to the application of the principles of conflictsof laws.

 

**Section24.	****Notices.** Any notice to be given to the Company pursuant to the provisions of this Plan must begiven in writing and addressed, if to the Company, to its principal executive office to the attention of its Chief Financial Officer(or such other Person as the Company may designate in writing from time to time), and, if to a Participant, to the address containedin the Company’s personnel files, or at such other address as that Participant may hereafter designate in writing to theCompany. Any such notice will be deemed duly given: if delivered personally or via recognized overnight delivery service, on thedate and at the time so delivered; if sent via telecopier or email, on the date and at the time telecopied or emailed with confirmationof delivery; or, if mailed, five (5) days after the date of mailing by registered or certified mail.

 

 

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