ADVANCED
MEDICAL ISOTOPE CORPORATION


 




2015 OMNIBUS SECURITIES AND INCENTIVE PLAN


 




    			 



    	 	 	 



    


 


ADVANCED
MEDICAL ISOTOPE CORPORATION


 


2015
OMNIBUS SECURITIES AND INCENTIVE PLAN



 


Table
of Contents


 





	 	 	Page
	 	 	 
	ARTICLE
    I	PURPOSE	1
	 	 	 
	ARTICLE
    II	DEFINITIONS	1
	 	 	 
	ARTICLE
    III	EFFECTIVE DATE OF PLAN	7
	 	 	 
	ARTICLE
    IV	ADMINISTRATION	7
		Section 4.1 Composition
    of Committee	7
		Section 4.2 Powers	7
		Section 4.3 Additional
    Powers	7
		Section 4.4 Committee
    Action	7
	 	 	 
	ARTICLE
    V	STOCK SUBJECT TO PLAN
    AND LIMITATIONS THEREON	8
		Section 5.1 Stock Grant
    and Award Limits	8
		Section 5.2 Stock Offered	8
		Section 5.3 Lock-Up
    Agreement	8
	 	 	 
	ARTICLE
    VI	ELIGIBILITY FOR AWARDS;
    TERMINATION OF EMPLOYMENT, DIRECTOR STATUS OR CONSULTANT STATUS	9
		Section 6.1 Eligibility	9
		Section 6.2 Termination
    of Employment or Director Status	9
		Section 6.3 Termination
    of Consultant Status	10
		Section 6.4 Special
    Termination Rule	11
		Section 6.5 Termination
    for Cause	11
	 	 	 
	ARTICLE
    VII	OPTIONS	12
		Section 7.1 Option
    Period	12
		Section 7.2 Limitations
    on Exercise of Option	12
		Section 7.3 Special
    Limitations on Incentive Stock Options	12
		Section 7.4 Option
    Agreement	12
		Section 7.5 Option
    Price and Payment	13
		Section 7.6 Stockholder
    Rights and Privileges	13
		Section 7.7 Options
    and Rights in Substitution for Stock Options Granted by Other Corporations	13
		Section 7.8 Prohibition
    Against Repricing	13
	 	 	 
	ARTICLE
    VIII	RESTRICTED STOCK AWARDS	14
		Section 8.1 Restriction
    Period to be Established by Committee	14
		Section 8.2 Other Terms
    and Conditions	14
		Section 8.3 Payment
    for Restricted Stock	14
		Section 8.4 Restricted
    Stock Award Agreements	14




 









    			 



    	 	 	 



    







 


ADVANCED
MEDICAL ISOTOPE CORPORATION


 


2015
OMNIBUS SECURITIES AND INCENTIVE PLAN





Table
of Contents (continued)


 


	 	 	Page
	 	 	 
	ARTICLE
    IX	UNRESTRICTED
    STOCK AWARDS	15
	 	 	 
	ARTICLE
    X	RESTRICTED
    STOCK UNIT AWARDS	15
		Section
    10.1 Terms and Conditions	15
		Section
    10.2 Payments	15
	 	 	 
	ARTICLE
    XI	PERFORMANCE
    UNIT AWARDS	16
		Section
    11.1 Terms and Conditions	16
		Section
    11.2 Payments	16
	 	 	 
	ARTICLE
    XII	PERFORMANCE
    SHARE AWARDS	16
		Section
    12.1 Terms and Conditions	16
		Section
    12.2 Stockholder Rights and Privileges	16
	 	 	
	ARTICLE
    XIII	DISTRIBUTION
    EQUIVALENT RIGHTS	17
		Section
    13.1 Terms and Conditions	17
		Section
    13.2 Interest Equivalents	17
	 	 	 
	ARTICLE
    XIV	STOCK
    APPRECIATION RIGHTS	17
		Section
    14.1 Terms and Conditions	17
		Section
    14.2 Tandem Stock Appreciation Rights	18
	 	 	 
	ARTICLE
    XV	RECAPITALIZATION
    OR REORGANIZATION	18
		Section
    15.1 Adjustments to Common Stock	18
		Section
    15.2 Recapitalization	19
		Section
    15.3 Other Events	19
		Section
    15.4 Powers Not Affected	19
		Section
    15.5 No Adjustment for Certain Awards	19
	 	 	 
	ARTICLE
    XVI	AMENDMENT
    AND TERMINATION OF PLAN	20
	 	 	 
	ARTICLE
    XVII	SPECIAL
    RULES	20
		Section
    17.1 Right of First Refusal	20
		Section
    17.2 Call Option	20
	 	 	 
	ARTICLE
    XVIII	MISCELLANEOUS	21
		Section
    18.1 No Right to Award	21
		Section
    18.2 No Rights Conferred	21
		Section
    18.3 Other Laws; No Fractional Shares; Withholding	21
		Section
    18.4 No Restriction on Corporate Action	22
		Section
    18.5 Restrictions on Transfer	22
		Section
    18.6 Beneficiary Designations	22
		Section
    18.7 Rule 16b-3	22
		Section
    18.8 Section 162(m)	23
		Section
    18.9 Section 409A	24
		Section
    18.10 Indemnification	24
		Section
    18.11 Other Plans	24
		Section
    18.12 Limits of Liability	24
		Section
    18.13 Governing Law	24
		Section
    18.14 Severability of Provisions	24
		Section
    18.15 No Funding	24
		Section
    18.16 Headings	24
		Section
    18.17 Terms of Award Agreements	24



 



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ADVANCED
MEDICAL ISOTOPE CORPORATION


 




2015 OMNIBUS SECURITIES AND INCENTIVE PLAN


 


ARTICLE
I


 PURPOSE


 


The
purpose of this Advanced Medical Isotope Corporation 2015 Omnibus Securities and Incentive Plan (the “Plan”)
is to benefit the stockholders of Advanced Medical Isotope Corporation, a Delaware corporation (the “Company”),
by assisting the Company to attract, retain and provide incentives to key management employees and nonemployee directors of, and
nonemployee consultants to, the Company and its Affiliates, and to align the interests of such employees, nonemployee directors
and nonemployee consultants with those of the Company’s stockholders. Accordingly, the Plan provides for the granting of
Distribution Equivalent Rights, Incentive Stock Options, Non-Qualified Stock Options, Performance Share Awards, Performance Unit
Awards, Restricted Stock Awards, Restricted Stock Unit Awards, Stock Appreciation Rights, Tandem Stock Appreciation Rights, Unrestricted
Stock Awards or any combination of the foregoing, as may be best suited to the circumstances of the particular Employee, Director
or Consultant as provided herein.


 


ARTICLE
II

DEFINITIONS


 


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


 


“Affiliate”
shall mean any corporation which, with respect to the Company, is a “subsidiary corporation” within the meaning of
Section 424(f) of the Code.


 


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


 


“Award
Agreement” shall mean a written agreement between the Company and the Holder with respect to an Award, setting forth
the terms and conditions of the Award, and each of which shall constitute a part of the Plan.


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


(f)
Any other event which shall be deemed by a majority of the members of the Board to constitute a “Change of Control.”


 




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Notwithstanding
the foregoing, a “Change of Control” shall not be deemed to occur if the Company files for bankruptcy, liquidation
or reorganization under the United States Bankruptcy Code.


 


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


 


“Committee”
shall mean a committee comprised of (i) at any time that the Common Stock is not registered under Section 12 of the Exchange Act,
the full Board, and (ii) at any time that the Common Stock is registered under Section 12 of the Exchange Act, not less than three
(3) members of the Board who are selected by the Board as provided in Section 4.1.


 


“Common
Stock” shall mean the common stock, par value $.001 per share, of the Company.


 


“Company”
shall mean Advanced Medical Isotope Corporation, a Delaware corporation, and any successor thereto.


 


“Consultant”
shall mean any non-Employee (individual or entity) advisor to the Company or an Affiliate who or which has contracted directly
with the Company or an Affiliate to render bona fide consulting or advisory services thereto.


 


“Director”
shall mean a member of the Board or a member of the board of directors of an Affiliate.


 


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


 


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


 


“Effective
Date” of the Advanced Medical Isotope Corporation 2015 Omnibus Securities and Incentive Plan was October 31, 2015.


 


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


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 




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“Fair
Market Value” shall mean, as determined consistent with the applicable requirements of Sections 409A and 422 of the
Code, as of any specified date, the closing sales price of the Common Stock for such date (or, in the event that the Common Stock
is not traded on such date, on the immediately preceding trading date) on the Nasdaq Stock Market or a domestic or foreign national
securities exchange (including London’s Alternative Investment Market) on which the Common Stock may be listed, as reported
in The Wall Street Journal or The Financial Times. If the Common Stock is not listed on the Nasdaq Stock Market or on a national
securities exchange, but is quoted on the OTC Bulletin Board or by the National Quotation Bureau, the Fair Market Value of the
Common Stock shall be the mean of the bid and asked prices per share of the Common Stock for such date. If the Common Stock is
not quoted or listed as set forth above, Fair Market Value shall be determined by the Board in good faith by any fair and reasonable
means (which means, with respect to a particular Award grant, may be set forth with greater specificity in the applicable Award
Agreement). The Fair Market Value of property other than Common Stock shall be determined by the Board in good faith by any fair
and reasonable means, and consistent with the applicable requirements of Sections 409A and 422 of the Code.


 


“Family
Member” shall mean any child, stepchild, grandchild, parent, stepparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships,
any person sharing the Holder’s household (other than a tenant or employee of the Holder), a trust in which such persons
have more than fifty percent (50%) of the beneficial interest, a foundation in which such persons (or the Holder) control the
management of assets, and any other entity in which such persons (or the Holder) own more than fifty percent (50%) of the voting
interests.


 


“Holder”
shall mean an Employee, Director or Consultant who has been granted an Award or any such individual’s beneficiary, estate
or representative, to the extent applicable.


 


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


 


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


 


“Non-Qualified
Stock Option” shall mean an Option which is not an Incentive Stock Option.


 


“Option”
shall mean an Award granted under Article VII of the Plan of an option to purchase shares of Common Stock and includes both Incentive
Stock Options and Non-Qualified Stock Options.


 


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


 




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


 


“Performance
Goals” shall mean, for a Performance Period, the written goal or goals established by the Committee for the Performance
Period based upon the Performance Criteria.


 


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


 


“Performance
Share Award” shall mean an Award granted under Article XII of the Plan under which, upon the satisfaction of predetermined
individual and/or Company (and/or Affiliate) performance goals and/or objectives, shares of Common Stock are paid to the Holder.


 


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


 


“Performance
Unit” shall mean a Unit awarded to a Holder pursuant to a Performance Unit Award.


 


“Performance
Unit Award” shall mean an Award granted under Article XI of the Plan under which, upon the satisfaction of predetermined
individual and/or Company (and/or Affiliate) performance goals and/or objectives, a cash payment shall be made to the Holder,
based on the number of Units awarded to the Holder.


 


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


 


“Plan”
shall mean this Advanced Medical Isotope Corporation 2015 Omnibus Securities and Incentive Plan, as it may be further amended
from time to time, together with each of the Award Agreements utilized hereunder.


 


“Qualified
Performance-Based Award” shall mean an Award intended to qualify as “performance-based” compensation under
Section 162(m) of the Code.


 


“Restricted
Stock Award” shall mean an Award granted under Article VIII of the Plan of shares of Common Stock, the transferability
of which by the Holder shall be subject to Restrictions.


 


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


 


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


 




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


 


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


 


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


 


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


 


“Stock
Appreciation Right” shall mean an Award granted under Article XIV of the Plan of a right, granted alone or in connection
with a related Option, to receive a payment on the date of exercise.


 


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


 


“Tandem
Stock Appreciation Right” shall mean a Stock Appreciation Right granted in connection with a related Option, the exercise
of which shall result in termination of the otherwise entitlement to purchase some or all of the shares of Common Stock under
the related Option, all as set forth in Section 14.2.


 


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


 


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


 


“Units”
shall mean bookkeeping units, each of which represents such monetary amount as shall be designated by the Committee in each Performance
Unit Award Agreement, or represents one (1) share of Common Stock for purposes of each Restricted Stock Unit Award.


 


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


 


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


 




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ARTICLE
III

EFFECTIVE DATE OF PLAN


 


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


 


ARTICLE
IV

ADMINISTRATION


 


Section
4.1 Composition of Committee. The Plan shall be administered by the Committee, which shall be appointed by the Board. Notwithstanding
the foregoing, however, at any time that the Common Stock is registered under Section 12 of the Exchange Act, the Committee shall
consist solely of two (2) or more Directors who are each (i) “outside directors” within the meaning of Section 162(m)
of the Code (“Outside Directors”), (ii) “non-employee directors” within the meaning of Rule 16b-3
and (iii) “independent” for purposes of any applicable listing requirements (“Non-Employee Directors”);
provided, however, that the Board or the Committee may delegate to a committee of one or more members of the Board
who are not (x) Outside Directors, the authority to grant Awards to eligible persons who are not (A) then “covered employees”
within the meaning of Section 162(m) of the Code and are not expected to be “covered employees” at the time of recognition
of income resulting from such Award, or (B) persons with respect to whom the Company wishes to comply with the requirements of
Section 162(m) of the Code, and/or (y) Non-Employee Directors, the authority to grant Awards to eligible persons who are not then
subject to the requirements of Section 16 of the Exchange Act. If a member of the Committee shall be eligible to receive an Award
under the Plan, such Committee member shall have no authority hereunder with respect to his or her own Award.


 


Section
4.2 Powers. Subject to the provisions of the Plan, the Committee shall have the sole authority, in its discretion, to make
all determinations under the Plan, including but not limited to determining which Employees, Directors or Consultants shall receive
an Award, the time or times when an Award shall be made (the date of grant of an Award shall be the date on which the Award is
awarded by the Committee), what type of Award shall be granted, the term of an Award, the date or dates on which an Award vests
(including acceleration of vesting), the form of any payment to be made pursuant to an Award, the terms and conditions of an Award
(including the forfeiture of the Award (and/or any financial gain) if the Holder of the Award violates any applicable restrictive
covenant thereof), the Restrictions under a Restricted Stock Award and the number of shares of Common Stock which may be issued
under an Award, all as applicable. In making such determinations the Committee may take into account the nature of the services
rendered by the respective Employees, Directors and Consultants, their present and potential contribution to the Company’s
(or the Affiliate’s) success and such other factors as the Committee in its discretion shall deem relevant.


 


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


 


Section
4.4 Committee Action In the absence of specific rules to the contrary, action by the Committee shall require the consent
of a majority of the members of the Committee, expressed either orally at a meeting of the Committee or in writing in the absence
of a meeting. No member of the Committee shall have any liability for any good faith action, inaction or determination in connection
with the Plan.


 




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ARTICLE
V

STOCK SUBJECT TO PLAN AND LIMITATIONS THEREON


 


Section
5.1 Stock Grant and Award Limits. The Committee may from time to time grant Awards to one or more Employees, Directors
and/or Consultants determined by it to be eligible for participation in the Plan in accordance with the provisions of Article
VI. Subject to Article XV, the aggregate number of shares of Common Stock that may be issued under the Plan shall not exceed twenty
percent (20%) of the issued and outstanding shares of Common Stock on an as converted primary basis (the “As Converted
Primary Shares”) on a rolling basis. For calculation purposes, the As Converted Primary Shares shall include all shares
of Common Stock and all shares of Common Stock issuable upon the conversion of outstanding preferred stock and other convertible
securities, but shall not include any shares of Common Stock issuable upon the exercise of options, warrants and other convertible
securities issued pursuant to the Plan. The number of authorized shares of Common Stock reserved for issuance under the Plan shall
automatically be increased concurrently with the Company’s issuance of fully paid and non- assessable shares of As Converted
Primary Shares. Shares shall be deemed to have been issued under the Plan solely to the extent actually issued and delivered pursuant
to an Award. To the extent that an Award lapses, expires, is canceled, is terminated unexercised or ceases to be exercisable for
any reason, or the rights of its Holder terminate, any shares of Common Stock subject to such Award shall again be available for
the grant of a new Award. Notwithstanding any provision in the Plan to the contrary, the maximum number of shares of Common Stock
that may be subject to Awards of Options under Article VII and/or Stock Appreciation Rights under Article XIV, in either or both
cases granted to any one Employee during any calendar year, shall be twenty five percent (25%) of the available shares under the
plan (subject to adjustment in the same manner as provided in Article XV with respect to shares of Common Stock subject to Awards
then outstanding). The limitation set forth in the preceding sentence shall be applied in a manner which shall permit compensation
generated in connection with the exercise of Options or Stock Appreciation Rights to constitute “performance-based”
compensation for purposes of Section 162(m) of the Code, including, but not limited to, counting against such maximum number of
shares, to the extent required under Section 162(m) of the Code, any shares subject to Options or Stock Appreciation Rights that
are canceled or repriced.


 


Section
5.2 Stock Offered. The stock to be offered pursuant to the grant of an Award may be authorized but unissued Common Stock,
Common Stock purchased on the open market or Common Stock previously issued and outstanding and reacquired by the Company.


 


Section
5.3 Lock-Up Agreement Each Award Agreement which provides for the issuance of Common Stock, including but not limited to
the issuance of Common Stock upon the exercise of an Option, shall provide for a lock-up covenant by the Holder, to be effective
for a period not to exceed one year, upon the request of the Company or the Company’s principal underwriter in connection
with an underwritten public offering of the Common Stock.


 



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ARTICLE
VI

ELIGIBILITY FOR AWARDS; TERMINATION OF

EMPLOYMENT, DIRECTOR STATUS OR CONSULTANT STATUS


 


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


 


Section
6.2 Termination of Employment or Director Status. Except to the extent inconsistent with the terms of the applicable Award
Agreement and/or the provisions of Section 6.4, the following terms and conditions shall apply with respect to the termination
of a Holder’s employment with, or status as a Director of, the Company or an Affiliate, as applicable, for any reason, including,
without limitation, Total and Permanent Disability or death:


 


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


 


(1)
If such termination is for a reason other than the Holder’s Total and Permanent Disability or death, ninety (90) days after
the date of such termination of employment or after the date of such termination of Director status;


 


(2)
If such termination is on account of the Holder’s Total and Permanent Disability, one (1) year after the date of such termination
of employment or Director status; or


 


(3)
If such termination is on account of the Holder’s death, one (1) year after the date of the Holder’s death.


 


Upon
such applicable date the Holder (and such Holder’s estate, designated beneficiary or other legal representative) shall forfeit
any rights or interests in or with respect to any such Non-Qualified Stock Options and Stock Appreciation Rights.


 




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(b)
The Holder’s rights, if any, to exercise any then exercisable Incentive Stock Option shall terminate:


 


(1)
If such termination is for a reason other than the Holder’s Total and Permanent Disability or death, three (3) months after
the date of such termination of employment;


 


(2)
If such termination is on account of the Holder’s Total and Permanent Disability, one (1) year after the date of such termination
of employment; or


 


(3)
If such termination is on account of the Holder’s death, one (1) year after the date of the Holder’s death.


 


Upon
such applicable date the Holder (and such Holder’s estate, designated beneficiary or other legal representative) shall forfeit
any rights or interests in or with respect to any such Incentive Stock Options.


 


(c)
If a Holder’s employment with, or status as a Director of, the Company or an Affiliate, as applicable, terminates for any
reason prior to the actual or deemed satisfaction and/or lapse of the restrictions, vesting requirements, terms and conditions
applicable to a Restricted Stock Award and/or Restricted Stock Unit Award, such Restricted Stock and/or Restricted Stock Units
shall immediately be canceled, and the Holder (and such Holder’s estate, designated beneficiary or other legal representative)
shall forfeit any rights or interests in and with respect to any such Restricted Stock and/or Restricted Stock Units. The immediately
preceding sentence to the contrary notwithstanding, the Committee, in its sole discretion, may determine, prior to or within thirty
(30) days after the date of such termination of employment or Director status, that all or a portion of any such Holder’s
Restricted Stock and/or Restricted Stock Units shall not be so canceled and forfeited.


 


Section
6.3 Termination of Consultant Status. Except to the extent inconsistent with the terms of the applicable Award Agreement
and/or the provisions of Section 6.4, the following terms and conditions shall apply with respect to the termination of a Holder’s
status as a Consultant, for any reason:


 


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


 


(1)
If such termination is for a reason other than the Holder’s death, thirty (30) days after the date of such termination;
or


 


(2)
If such termination is on account of the Holder’s death, one (1) year after the date of the Holder’s death.


 


(b)
If the status of a Holder as a Consultant terminates for any reason prior to the actual or deemed satisfaction and/or lapse of
the Restrictions, vesting requirements, terms and conditions applicable to a Restricted Stock Award, and/or Restricted Stock Units
Award, such Restricted Stock and/or Restricted Stock Units shall immediately be canceled, and the Holder (and such Holder’s
estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any
such Restricted Stock and/or Restricted Stock Units. The immediately preceding sentence to the contrary notwithstanding, the Committee,
in its sole discretion, may determine, prior to or within thirty (30) days after the date of such termination of such a Holder’s
status as a Consultant, that all or a portion of any such Holder’s Restricted Stock and/or Restricted Stock Units shall
not be so canceled and forfeited.


 






    	 	 10	 



    	 	 	 



    

 


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


 


Section
6.5 Termination for Cause. Notwithstanding anything in this Article VI or elsewhere in the Plan to the contrary, and unless
a Holder’s Award Agreement specifically provides otherwise, should a Holder’s employment, Director status or engagement
as a Consultant with or for the Company or an Affiliate be terminated by the Company or Affiliate for Cause, all of such Holder’s
then outstanding Awards shall expire within thirty (30) days if an employee or ninety (90) days if a Director and be forfeited
in their entirety upon such termination.


 



    	 	 11	 



    	 	 	 



    

 


ARTICLE
VII

OPTIONS


 


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


 


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


 


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


 


Section
7.4 Option Agreement. Each Option shall be evidenced by an Option Agreement in such form and containing such provisions
not inconsistent with the provisions of the Plan as the Committee from time to time shall approve, including, but not limited
to, provisions intended to qualify an Option as an Incentive Stock Option. An Option Agreement may provide for the payment of
the Option price, in whole or in part, in cash or cash equivalents, by the delivery of a number of shares of Common Stock (plus
cash if necessary) that have been owned by the Holder for at least six (6) months and having a Fair Market Value equal to such
Option price, or such other forms or methods as the Committee may determine from time to time, in each case, subject to such rules
and regulations as may be adopted by the Committee. Each Option Agreement shall, solely to the extent inconsistent with the provisions
of Sections 6.2, 6.3, 6.4 and 6.5, as applicable, specify the effect of termination of the Holder’s employment, Director
status or Consultant status on the exercisability of the Option. Moreover, without limiting the generality of the foregoing, an
Option Agreement may provide for a “cashless exercise” of the Option, in whole or in part, by (a) establishing procedures
whereby the Holder, by a properly-executed written notice, directs (i) an immediate market sale or margin loan as to all or a
part of the shares of Common Stock to which he is entitled to receive upon exercise of the Option, pursuant to an extension of
credit by the Company to the Holder of the Option price, (ii) the delivery of the shares of Common Stock from the Company directly
to a brokerage firm and (iii) the delivery of the Option price from sale or margin loan proceeds from the brokerage firm directly
to the Company, or (b) reducing the number of shares of Common Stock to be issued upon exercise of the Option by the number of
such shares having an aggregate Fair Market Value equal to the Option price (or portion thereof to be so paid) as of the date
of the Option’s exercise. Each Option Agreement shall, solely to the extent inconsistent with the provisions of Sections
6.2, 6.3, 6.4 and 6.5, as applicable, specify the effect of the termination of the Holder’s employment, Director status
or Consultant status on the exercisability of the Option. An Option Agreement may also include provisions relating to (i) subject
to the provisions hereof, accelerated vesting of Options, including but not limited to upon the occurrence of a Change of Control,
(ii) tax matters (including provisions covering any applicable Employee wage withholding requirements and requiring additional
“gross-up” payments to Holders to meet any excise taxes or other additional income tax liability imposed as a result
of a payment made upon a Change of Control resulting from the operation of the Plan or of such Option Agreement) and (iii) any
other matters not inconsistent with the terms and provisions of the Plan that the Committee shall in its sole discretion determine.
The terms and conditions of the respective Option Agreements need not be identical.


 




    	 	 12	 



    	 	 	 



    


 


Section
7.5 Option Price and Payment. The price at which a share of Common Stock may be purchased upon exercise of an Option shall
be determined by the Committee; provided, however, that such Option price (i) shall not be less than the Fair Market
Value of a share of Common Stock on the date such Option is granted, and (ii) shall be subject to adjustment as provided in Article
XV. The Option or portion thereof may be exercised by delivery of an irrevocable notice of exercise to the Company. The Option
price for the Option or portion thereof shall be paid in full in the manner prescribed by the Committee as set forth in the Plan
and the applicable Option Agreement, which manner, with the consent of the Committee, may include the withholding of shares of
Common Stock otherwise issuable in connection with the exercise of the Option, for purposes of Section 7.4 (b). Separate stock
certificates shall be issued by the Company for those shares of Common Stock acquired pursuant to the exercise of an Incentive
Stock Option and for those shares of Common Stock acquired pursuant to the exercise of a Non-Qualified Stock Option.


 


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


 


Section
7.7 Options and Rights in Substitution for Stock Options Granted by Other Corporations. Options may be granted under the
Plan from time to time in substitution for stock options held by individuals employed by entities who become Employees as a result
of a merger or consolidation of the employing entity with the Company or any Affiliate, or the acquisition by the Company or an
Affiliate of the assets of the employing entity, or the acquisition by the Company or an Affiliate of stock of the employing entity
with the result that such employing entity becomes an Affiliate.


 


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


 




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ARTICLE
VIII

RESTRICTED STOCK AWARDS


 


Section
8.1 Restriction Period to be Established by Committee. At the time a Restricted Stock Award is made, the Committee shall
establish the Restriction Period applicable to such Award. Each Restricted Stock Award may have a different Restriction Period,
in the discretion of the Committee. The Restriction Period applicable to a particular Restricted Stock Award shall not be changed
except as permitted by Section 8.2.


 


Section
8.2 Other Terms and Conditions. Common Stock awarded pursuant to a Restricted Stock Award shall be represented by a stock
certificate registered in the name of the Holder of such Restricted Stock Award. If provided for under the Restricted Stock Award
Agreement, the Holder shall have the right to vote Common Stock subject thereto and to enjoy all other stockholder rights, including
the entitlement to receive dividends on the Common Stock during the Restriction Period, except that (i) the Holder shall not be
entitled to delivery of the stock certificate until the Restriction Period shall have expired, (ii) the Company shall retain custody
of the stock certificate during the Restriction Period (with a stock power endorsed by the Holder in blank), (iii) the Holder
may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the Common Stock during the Restriction Period and
(iv) a breach of the terms and conditions established by the Committee pursuant to the Restricted Stock Award Agreement shall
cause a forfeiture of the Restricted Stock Award. At the time of such Award, the Committee may, in its sole discretion, prescribe
additional terms and conditions or restrictions relating to Restricted Stock Awards, including, but not limited to, rules pertaining
to the effect of termination of employment, Director status or Consultant status prior to expiration of the Restriction Period.
Such additional terms, conditions or restrictions shall, to the extent inconsistent with the provisions of Sections 6.2, 6.3 and
6.4, as applicable, be set forth in a Restricted Stock Award Agreement made in conjunction with the Award. Such Restricted Stock
Award Agreement may also include provisions relating to (i) subject to the provisions hereof, accelerated vesting of Awards, including
but not limited to accelerated vesting upon the occurrence of a Change of Control, (ii) tax matters (including provisions covering
any applicable Employee wage withholding requirements and requiring additional “gross-up” payments to Holders to meet
any excise taxes or other additional income tax liability imposed as a result of a payment made in connection with a “Change
of Control” resulting from the operation of the Plan or of such Restricted Stock Award Agreement) and (iii) any other matters
not inconsistent with the terms and provisions of the Plan that the Committee shall in its sole discretion determine. The terms
and conditions of the respective Restricted Stock Agreements need not be identical. All shares of Common Stock delivered to a
Holder as part of a Restricted Stock Award shall be delivered and reported by the Company or the Affiliate, as applicable, to
the Holder by no later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the Company’s
fiscal year in which the Holder’s entitlement to such shares becomes vested.


 


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


 


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


 




    	 	 14	 



    	 	 	 



    


 


ARTICLE
IX

UNRESTRICTED STOCK AWARDS


 


Pursuant
to the terms of the applicable Unrestricted Stock Award Agreement, a Holder may be awarded (or sold) shares of Common Stock which
are not subject to Restrictions, in consideration for past services rendered thereby to the Company or an Affiliate or for other
valid consideration.


 


ARTICLE
X

RESTRICTED STOCK UNIT AWARDS


 


Section
10.1 Terms and Conditions The Committee shall set forth in the applicable Restricted Stock Unit Award Agreement the individual
service-based vesting requirement which the Holder would be required to satisfy before the Holder would become entitled to payment
pursuant to Section 10.2 and the number of Units awarded to the Holder. Such payment shall be subject to a “substantial
risk of forfeiture” under Section 409A of the Code. At the time of such Award, the Committee may, in its sole discretion,
prescribe additional terms and conditions or restrictions relating to Restricted Stock Unit Awards, including, but not limited
to, rules pertaining to the effect of termination of employment, Director status or Consultant status prior to expiration of the
applicable vesting period. The terms and conditions of the respective Restricted Stock Unit Award Agreements need not be identical.


 


Section
10.2 Payments. The Holder of a Restricted Stock Unit shall be entitled to receive a cash payment equal to the Fair Market
Value of a share of Common Stock, or one (1) share of Common Stock, as determined in the sole discretion of the Committee and
as set forth in the Restricted Stock Unit Award Agreement, for each Restricted Stock Unit subject to such Restricted Stock Unit
Award, if the Holder satisfies the applicable vesting requirement. Such payment shall be made no later than by the fifteenth (15th)
day of the third (3rd) calendar month next following the end of the calendar year in which the Restricted Stock Unit first becomes
vested.


 




    	 	 15	 



    	 	 	 



    


 


ARTICLE
XI

PERFORMANCE UNIT AWARDS


 


Section
11.1 Terms and ConditionsThe Committee shall set forth in the applicable Performance Unit Award Agreement the performance
goals and objectives (and the period of time to which such goals and objectives shall apply) which the Holder and/or the Company
would be required to satisfy before the Holder would become entitled to payment pursuant to Section 10.2, the number of Units
awarded to the Holder and the dollar value assigned to each such Unit. Such payment shall be subject to a “substantial risk
of forfeiture” under Section 409A of the Code. At the time of such Award, the Committee may, in its sole discretion, prescribe
additional terms and conditions or restrictions relating to Performance Unit Awards, including, but not limited to, rules pertaining
to the effect of termination of employment, Director status or Consultant status prior to expiration of the applicable performance
period. The terms and conditions of the respective Performance Unit Award Agreements need not be identical.


 


Section
11.2 Payments. The Holder of a Performance Unit shall be entitled to receive a cash payment equal to the dollar value assigned
to such Unit under the applicable Performance Unit Award Agreement if the Holder and/or the Company satisfy (or partially satisfy,
if applicable under the applicable Performance Unit Award Agreement) the performance goals and objectives set forth in such Performance
Unit Award Agreement. If achieved, such payment shall be made not later than by the fifteenth (15th) day of the third (3rd) calendar
month next following the end of the Company’s fiscal year to which such performance goals and objectives relate.


 


ARTICLE
XII

PERFORMANCE SHARE AWARDS


 


Section
12.1 Terms and Conditions The Committee shall set forth in the applicable Performance Share Award Agreement the performance
goals and objectives (and the period of time to which such goals and objectives shall apply) which the Holder and/or the Company
would be required to satisfy before the Holder would become entitled to the receipt of shares of Common Stock pursuant to such
Holder’s Performance Share Award and the number of shares of Common Stock subject to such Performance Share Award. Such
payment shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code and, if such goals and
objectives are achieved, the distribution of such Common Shares shall be made no later than by the fifteenth (15th) day of the
third (3rd) calendar month next following the end of the Company’s fiscal year to which such goals and objectives relate.
At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions
relating to Performance Share Awards, including, but not limited to, rules pertaining to the effect of termination of the Holder’s
employment, Director status or Consultant status prior to the expiration of the applicable performance period. The terms and conditions
of the respective Performance Share Award Agreements need not be identical.


 


Section
12.2 Stockholder Rights and Privileges The Holder of a Performance Share Award shall have no rights as a stockholder of
the Company until such time, if any, as the Holder actually receives shares of Common Stock pursuant to the Performance Share
Award.


 




    	 	 16	 



    	 	 	 



    


 


ARTICLE
XIII

DISTRIBUTION EQUIVALENT RIGHTS


 


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


 


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


 


ARTICLE
XIV

STOCK APPRECIATION RIGHTS


 


Section
14.1 Terms and Conditions The Committee shall set forth in the applicable Stock Appreciation Right Award Agreement the
terms and conditions of the Stock Appreciation Right, including (i) the base value (the “Base Value”) for the
Stock Appreciation Right, which for purposes of a Stock Appreciation Right which is not a Tandem Stock Appreciation Right, shall
be not less than the Fair Market Value of a share of the Common Stock on the date of grant of the Stock Appreciation Right, (ii)
the number of shares of Common Stock subject to the Stock Appreciation Right, (iii) the period during which the Stock Appreciation
Right may be exercised; provided, however, that no Stock Appreciation Right shall be exercisable after the expiration
of ten (10) years from the date of its grant, and (iv) any other special rules and/or requirements which the Committee imposes
upon the Stock Appreciation Right. Upon the exercise of some or all of a Stock Appreciation Right, the Holder shall receive a
payment from the Company, in cash or in the form of shares of Common Stock having an equivalent Fair Market Value or in a combination
of both, as determined in the sole discretion of the Committee, equal to the product of:


 


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


 




    	 	 17	 



    	 	 	 



    


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
XV

RECAPITALIZATION OR REORGANIZATION


 


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


 



    	 	 18	 



    	 	 	 



    

 


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


 


Section
15.3 Other Events In the event of changes to the outstanding Common Stock by reason of extraordinary cash dividend, reorganization,
mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after
the date of the grant of any Award and not otherwise provided for under this Article XV, any outstanding Awards and any Award
Agreements evidencing such Awards shall be adjusted by the Board in its discretion in such manner as the Board shall deem equitable
or appropriate taking into consideration the applicable accounting and tax consequences, as to the number and price of shares
of Common Stock or other consideration subject to such Awards. In the event of any adjustment pursuant to Sections 15.1, 15.2
or this Section 15.3, the aggregate number of shares available under the Plan pursuant to Section 5.1 (and the Code Section 162(m)
limit set forth therein) may be appropriately adjusted by the Board, the determination of which shall be conclusive. In addition,
the Committee may make provision for a cash payment to a Participant or a person who has an outstanding Award. The number of shares
of Common Stock subject to any Award shall be rounded to the nearest whole number.


 


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


 


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


 




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ARTICLE
XVI

AMENDMENT AND TERMINATION OF PLAN


 


The
Plan shall continue in effect, unless sooner terminated pursuant to this Article XVI, until the tenth (10th) anniversary of the
date on which it is adopted by the Board (except as to Awards outstanding on that date). The Board in its discretion may terminate
the Plan at any time with respect to any shares for which Awards have not theretofore been granted; provided, however,
that the Plan’s termination shall not materially and adversely impair the rights of a Holder with respect to any Award theretofore
granted without the consent of the Holder. The Board shall have the right to alter or amend the Plan or any part hereof from time
to time; provided, however, that without the approval by a majority of the votes cast at a meeting of shareholders
at which a quorum representing a majority of the shares of the Company entitled to vote generally in the election of directors
is present in person or by proxy, no amendment or modification of the Plan may (i) materially increase the benefits accruing to
Holders, (ii) except as otherwise expressly provided in Article XV, materially increase the number of shares of Common Stock subject
to the Plan or the individual Award limitations specified in Article V, (iii) materially modify the requirements for participation
in the Plan, or (iv) amend, modify, terminate or suspend Section 7.8 (repricing prohibition) or this Article XVI. In addition,
no change in any Award theretofore granted may be made which would materially and adversely impair the rights of a Holder with
respect to such Award without the consent of the Holder (unless such change is required in order to cause the benefits under the
Plan to qualify as “performance-based” compensation within the meaning of Section 162(m) of the Code or to exempt
the Plan or any Award from Section 409A of the Code).


 


ARTICLE
XVII

SPECIAL RULES


 


Section
17.1 Right of First Refusal. Solely during such time that the Common Stock is not publicly traded and solely to the extent
that the applicable Award Agreement so provides, no Holder (or beneficiary of a Holder including but not limited to the Holder’s
estate) may sell or otherwise transfer (except for inter vivos transfers to Family Members) any Common Stock obtained thereby
pursuant to an Award without first (i) providing the Company with a written offer to sell the Common Stock to the Company on the
same terms as were offered to the Holder (or the Holder’s beneficiary) by a bona fide third party (a copy of which third
party offer shall be attached to the Holder’s or beneficiary’s offer to sell such Common Stock to the Company) for
a sales price and with other terms and conditions, in each case equal to those stated in the third party’s purchase offer,
and (ii) waiting thirty (30) days from the date of the Company’s receipt of such offer. If the Company shall accept the
Holder’s or beneficiary’s offer in writing within said thirty (30) day period, the Holder or beneficiary and the Company
shall promptly effect such transaction. If the Company does not provide a written acceptance of the Holder’s or beneficiary’s
offer within said thirty (30) day period, the Holder or beneficiary shall be entitled to accept such third party’s offer
and effect such transaction.


 


Section
17.2 Call Option. Solely during such time that the Common Stock is not publicly traded and solely to the extent that the
applicable Award Agreement so provides, upon the termination of (i) an Employee’s employment with the Company or an Affiliate,
(ii) a Director’s membership on the Board or on the board of directors of an Affiliate or (iii) a Consultant’s consulting
or advisory engagement by the Company or Affiliate, the Company shall have the right to purchase from such individual or from
such individual’s estate, for a period of ninety (90) days following the date of such termination, any Common Stock obtained
thereby pursuant to the exercise of a Stock Option hereunder for a purchase price equal to the Fair Market Value of such Stock
as of the date on which the Company provides written notice of its intent to exercise its call option hereunder to such individual
or to such individual’s estate; provided, however, that notwithstanding the foregoing, should the individual’s
employment, Board membership or consulting or advisory engagement be terminated by the Company for Cause, in lieu of Fair Market
Value, the purchase price shall equal the amount paid, if any, by such individual, to obtain such Stock.


 




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ARTICLE
XVIII

MISCELLANEOUS


 


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


 


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


 


Section
18.3 Other Laws; No Fractional Shares; Withholding. The Company shall not be obligated to issue any Common Stock pursuant
to any Award granted under the Plan at any time when the shares covered by such Award have not been registered under the Securities
Act of 1933 and under such other state and federal laws, rules or regulations as the Company or the Committee deems applicable
and, in the opinion of legal counsel of the Company, if there is no exemption from the registration requirements of such laws,
rules or regulations available for the issuance and sale of such shares of Common Stock. The Company shall not be obligated by
virtue of any provision of the Plan to recognize the exercise of any Award or to otherwise sell or issue shares of Common Stock
in violation of any such laws, rules or regulations, and any postponement of the exercise or settlement of any Award under this
provision shall not extend the term of such Award. Neither the Company nor its directors or officers shall have any obligation
or liability to a Holder with respect to any Award (or shares of Common Stock issuable thereunder) (i) that shall lapse because
of such postponement, or (ii) for any failure to comply with the requirements of any applicable law, rules or regulations, including
but not limited to any failure to comply with the requirements of Section 409A of the Code. No fractional shares of Common Stock
shall be delivered, nor shall any cash in lieu of fractional shares be paid. The Company shall have the right to deduct in cash
(whether under this Plan or otherwise) in connection with all Awards any taxes required by law to be withheld and to require any
payments required to enable it to satisfy its withholding obligations. In the case of any Award satisfied in the form of shares
of Common Stock, no shares shall be issued unless and until arrangements satisfactory to the Company shall have been made to satisfy
any tax withholding obligations applicable with respect to such Award. Subject to such terms and conditions as the Committee may
impose, the Company shall have the right to retain, or the Committee may, subject to such terms and conditions as it may establish
from time to time, permit Holders to elect to tender, Common Stock (including Common Stock issuable in respect of an Award) to
satisfy, in whole or in part, the amount required to be withheld.


 




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


 


Section
18.5 Restrictions on Transfer No Award under the Plan or any Award Agreement and no rights or interests herein or therein,
shall or may be assigned, transferred, sold, exchanged, encumbered, pledged or otherwise hypothecated or disposed of by a Holder
except (i) by will or by the laws of descent and distribution, or (ii) except for an Incentive Stock Option, by gift to any Family
Member of the Holder. An Award may be exercisable during the lifetime of the Holder only by such Holder or by the Holder’s
guardian or legal representative unless it has been transferred by gift to a Family Member of the Holder, in which case it shall
be exercisable solely by such transferee. Notwithstanding any such transfer, the Holder shall continue to be subject to the withholding
requirements provided for under Section 18.3 hereof.


 


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


 


Section
18.7 Rule 16b-3. It is intended that, at any time when the Common Stock is registered under Section 12 of the Exchange
Act, the Plan and any Award made to a person subject to Section 16 of the Exchange Act shall meet all of the requirements of Rule
16b-3. If any provision of the Plan or of any such Award would disqualify the Plan or such Award under, or would otherwise not
comply with the requirements of, Rule 16b-3, such provision or Award shall be construed or deemed to have been amended as necessary
to conform to the requirements of Rule 16b-3.


 




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Section
18.8 Section 162(m). It is intended that, at any time when the Common Stock is registered under Section 12 of the Exchange
Act, the Plan shall comply fully with and meet all the requirements of Section 162(m) of the Code so that Awards hereunder which
are made to Holders who are “covered employees” (as defined in Section 162(m) of the Code) shall constitute “performance-based”
compensation within the meaning of Section 162(m) of the Code. Any Performance Goal(s) applicable to Qualified Performance-Based
Awards shall be objective, shall be established not later than ninety (90) days after the beginning of any applicable Performance
Period (or at such other date as may be required or permitted for “performance-based” compensation under Section 162(m)
of the Code) and shall otherwise meet the requirements of Section 162(m) of the Code, including the requirement that the outcome
of the Performance Goal or Goals be substantially uncertain (as defined in the regulations under Section 162(m) of the Code) at
the time established. The Performance Criteria to be utilized under the Plan to establish Performance Goals shall consist of objective
tests based on one or more of the following: earnings or earnings per share, cash flow or cash flow per share, operating cash
flow or operating cash flow per share revenue growth, product revenue growth, financial return ratios (such as return on equity,
return on investment and/or return on assets), share price performance, stockholder return, equity and/or value, operating income,
operating margins, earnings before interest, taxes, depreciation and amortization, net income, pre- or post-tax income, economic
value added (or an equivalent metric), profit returns and margins, credit quality, sales growth, market share, working capital
levels, comparisons with various stock market indices, year-end cash, debt reduction, assets under management, operating efficiencies,
strategic partnerships or transactions (including co-development, co-marketing, profit-sharing, joint venture or other similar
arrangements), and/or financing and other capital raising transactions. Performance criteria may be established on a Company-wide
basis or with respect to one or more Company business units or divisions or subsidiaries; and either in absolute terms, relative
to the performance of one or more similarly situated companies, or relative to the performance of an index covering a peer group
of companies. When establishing Performance Goals for the applicable Performance Period, the Committee may exclude any or all
“extraordinary items” as determined under U.S. generally accepted accounting principles including, without limitation,
the charges or costs associated with restructurings of the Company, discontinued operations, other unusual or non-recurring items,
and the cumulative effects of accounting changes and as identified in the Company’s financial statements, notes to the Company’s
financial statements or management’s discussion and analysis of financial condition and results of operations contained
in the Company’s most recent annual report filed with the U.S. Securities and Exchange Commission pursuant to the Exchange
Act. Holders who are “covered employees” (as defined in Section 162(m) of the Code) shall be eligible to receive payment
under a Qualified Performance-Based Award which is subject to achievement of a Performance Goal or Goals only if the applicable
Performance Goal or Goals are achieved within the applicable Performance Period, as determined by the Committee. If any provision
of the Plan would disqualify the Plan or would not otherwise permit the Plan to comply with Section 162(m) as so intended, such
provision shall be construed or deemed amended to conform to the requirements or provisions of Section 162(m). The Committee may
postpone the exercising of Awards, the issuance or delivery of Common Stock under any Award or any action permitted under the
Plan to prevent the Company or any subsidiary from being denied a federal income tax deduction with respect to any Award other
than an Incentive Stock Option, provided that such deferral satisfies the requirements of Section 409A of the Code. For purposes
of the requirements of Treasury Regulation Section 1.162-27(e)(4)(i), the maximum amount of compensation that may be paid to any
Employee under the Plan for a calendar year shall be Five Hundred Thousand Dollars ($500,000).


 




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Section
18.9 Section 409A. Notwithstanding any other provision of the Plan, the Committee shall have no authority to issue an Award
under the Plan with terms and/or conditions which would cause such Award to constitute non-qualified “deferred compensation”
under Section 409A of the Code. Accordingly, by way of example but not limitation, no Option shall be granted under the Plan with
a per share exercise price which is less than the Fair Market Value of a share of Common Stock on the date of grant of the Option.
Notwithstanding anything herein to the contrary, no Award Agreement shall provide for any deferral feature with respect to an
Award which constitutes a deferral of compensation under Section 409A of the Code. The Plan and all Award Agreements are intended
to comply with the requirements of Section 409A of the Code (so as to be exempt therefrom), and shall be so interpreted and construed.


 


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


 


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


 


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


 


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


 


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


 


Section
18.15 No Funding. The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund
or to make any other segregation of funds or assets to ensure the payment of any Award.


 


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


 


Section
18.17 Terms of Award Agreements. Each Award shall be evidenced by an Award Agreement, which Award Agreement, if it provides
for the issuance of Common Stock, shall require the Holder to enter into and be bound by the terms of the Company’s Stockholders’
Agreement, if any. The terms of the Award Agreements utilized under the Plan need not be the same.


 




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