Exhibit 10.1


 


SIERRA MONITOR CORPORATION


 


2016 EQUITY INCENTIVE PLAN


 


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



 


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



 


		·	to provide additional incentive to Employees, Directors and Consultants, and



 


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



 


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


 


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



 


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


 


(b)              
“Affiliate” means any entity that, directly or indirectly, controls, is controlled by, or is under common
control with, the Company.


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 





(i)           
A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting
as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by
such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however,
that for purposes of this subsection (i), the acquisition of additional stock by any one Person, who is considered to own more
than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control.
Further, if the shareholders of the Company immediately before such change in ownership continue to retain immediately after the
change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately
prior to the change in ownership, direct or indirect beneficial ownership of fifty percent (50%) or more of the total voting power
of the stock of the Company or of the ultimate parent entity of the Company, such event shall not be considered a Change in Control
under this subsection (i). For this purpose, indirect beneficial ownership shall include, without limitation, an interest resulting
from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case
may be, either directly or through one or more subsidiary corporations or other business entities; or


 


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


 


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


 


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






    -2-


     


    

 


Notwithstanding
the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event
within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury
Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.


 


Further and for the
avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state
of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially
the same proportions by the persons who held the Company’s securities immediately before such transaction.


 


(h)              
“Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or
regulation thereunder will include such section or regulation, any valid regulation promulgated under such section, and any comparable
provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.


 


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


 


(j)              
“Common Stock” means the common stock of the Company.


 


(k)              
“Company” means Sierra Monitor Corporation, a California corporation, or any successor thereto.


 


(l)              
“Consultant” means any natural person, including an advisor, engaged by the Company or a Parent, Subsidiary
or Affiliate to render bona fide services to such entity, provided the services (i) are not in connection with the offer
or sale of securities in a capital-raising transaction, and (ii) do not directly promote or maintain a market for the Company’s
securities, in each case, within the meaning of Form S-8 promulgated under the Securities Act, and provided, further, that a Consultant
will include only those persons to whom the issuance of Shares may be registered under Form S-8 promulgated under the Securities
Act.


 


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


 


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


 


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


  






    -3-


     


    




 


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


 


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


 


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


 


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


 


(i)           
If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the New
York Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market of The NASDAQ Stock
Market, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as
quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source
as the Administrator deems reliable;


 


(ii)           If
the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value
of a Share will be the mean between the high bid and low asked prices for the Common Stock on the date of determination (or, if
no bids and asks were reported on that date, as applicable, on the last trading date such bids and asks were reported), as reported
in The Wall Street Journal or such other source as the Administrator deems reliable; or


 


(iii)          In
the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.


 


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


 


(u)              
“Full Value Award” means any Award which results in the issuance of Shares other than Options, Stock Appreciation
Rights or other Awards that are based solely on an increase in value of the Shares following the grant date.


 


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


 


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


 









    -4-


     


    

 





 


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


 


(y)              
“Option” means a stock option granted pursuant to the Plan.


 


(z)              
“Outside Director” means a Director who is not an Employee.


 


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


 


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


 


(cc)             “Performance
Goals” will have the meaning set forth in Section 11 of the Plan.


 


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


 


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


 


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


 


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


 


(hh)          “Plan”
means this 2016 Equity Incentive Plan.


 


(ii)             “Restricted
Stock” means Shares issued pursuant to a Restricted Stock award under Section 7 of the Plan, or issued pursuant to the
early exercise of an Option.


 


(jj)             “Restricted
Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant
to Section 8. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.


 


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


 


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


 






    -5-


     


    




 


(mm)            “Securities
Act” means the Securities Act of 1933, as amended.


 


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


 


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


 


(pp)             “Stock
Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 9 is
designated as a Stock Appreciation Right.


 


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


 


	 	3.	Stock Subject to the Plan.


 


(a)              
Stock Subject to the Plan. Subject to the provisions of Section 15(a) of the Plan, the maximum aggregate
number of Shares that may be issued under the Plan is (i) 279,680 Shares, plus (ii) any Shares that, as of immediately prior to
the termination of the Company’s 2006 Stock Plan, as amended and restated (the “Existing Plan”), have
been reserved but not issued pursuant to any awards granted under the Existing Plan and are not subject to any awards granted thereunder,
plus (iii) any Shares subject to stock options or restricted stock granted under the Existing Plan that, on or after the date the
Plan becomes effective, expire or otherwise terminate without having been exercised in full, or are forfeited to or repurchased
by the Company, with the maximum number of Shares to be added to the Plan pursuant to clauses (ii) and (iii) equal to 2,668,320.
The Shares may be authorized, but unissued, or reacquired Common Stock.


 


(b)              
Full Value Awards. Any Shares subject to Full Value Awards will be counted against the share reserve set forth in Section
3(a) as 2.05 Shares for every 1 Share subject thereto. Further, if Shares subject to any Full Value Award are forfeited to or repurchased
by the Company and otherwise would return to the Plan pursuant to Section 3(c), 2.05 times the number of Shares so forfeited or
repurchased will return to the Plan and will again become available for issuance under the Plan.


 


(c)              
Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted
Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to, or repurchased by, the Company due to
failure to vest, then the unpurchased Shares, or for Awards other than Options or Stock Appreciation Rights, the forfeited or repurchased
Shares, which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated).
With respect to Stock Appreciation Rights, the gross Shares issued (i.e., Shares actually issued pursuant to a Stock Appreciation
Right, as well as the Shares that represent payment of the exercise price and any applicable tax withholdings) pursuant to
a Stock Appreciation Right will cease to be available under the Plan. Shares that actually have been issued under the Plan under
any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however,
that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are
repurchased by the Company or are forfeited to the Company, such Shares will become available for future grant under the Plan.
Shares used to pay the exercise price of an Award (except Stock Appreciation Rights) or to satisfy the tax withholding obligations
related to an Award (except Stock Appreciation Rights) will become available for future grant or sale under the Plan. To the extent
an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares
available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 15, the
maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number
stated in Section 3(a), plus, to the extent allowable under Section 422 of the Code, any Shares that become available for
issuance under the Plan pursuant to Section 3(c).


 






    -6-


     


    

 





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


 


	 	4.	Administration of the Plan.


 


(a)               
Procedure.


 


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


 


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


 


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


 


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


 


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


 


(i)           
to determine the Fair Market Value;


 


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


 


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


 


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


 






    -7-


     


    

 





(v)           
to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms
and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be
based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation
regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine;


 


(vi)           to
institute and determine the terms and conditions of an Exchange Program, provided that the Administrator shall not implement an
Exchange Program without the approval of the holders of a majority of the Shares that are present in person or by proxy and entitled
to vote at any Annual or Special Meeting of Shareholders of the Company;


 


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


 


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


 


(ix)           
to modify or amend each Award (subject to Section 21 of the Plan), including but not limited to the discretionary authority
to extend the post-termination exercisability period of Awards and to extend the maximum term of an Option (subject to Section
6(b) of the Plan regarding Incentive Stock Options);


 


(x)           
 to allow Participants to satisfy tax withholding obligations in such manner as prescribed in Section 16 of the Plan;


 


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


 


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


 


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


 


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


 


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


 






    -8-


     


    

 





 


	 	6.	Stock Options.


 


(a)               
Limitations.


 


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


 


(ii)           Subject
to the provisions of Sections 12 and 15(a) of the Plan, the Administrator will have complete discretion to determine the number
of Shares subject to an Option granted to any Participant; provided, however, no Employee will be granted Options or Stock Appreciation
Rights covering more than 650,000 Shares during any Fiscal Year.


 


(b)               
Term of Option. The term of each Option will be stated in the Award Agreement. In the case of an Incentive Stock Option,
the term will be ten (10) years from the date of grant or such shorter term as may be provided in the Award Agreement. Moreover,
in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns
stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or
any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter
term as may be provided in the Award Agreement.


 


(c)               
Option Exercise Price and Consideration.


 


(i)           
Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option will be determined
by the Administrator, subject to the following:


 


(1)           
In the case of an Incentive Stock Option


 


(A)granted to an
Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than
one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant.


 


(B)granted to any
Employee other than an Employee described in paragraph (A) immediately above, the per Share exercise price will be no less
than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.


 






    -9-


     


    

 


(2)              
In the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred percent (100%) of
the Fair Market Value per Share on the date of grant.


 


(3)              
Notwithstanding the foregoing, Options may be granted with a per Share exercise price of less than one hundred percent (100%) of
the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of
the Code.


 


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


 


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


 


(d)              
Exercise of Option.


 


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


 


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


 






    -10-


     


    

 


Exercising an Option
in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option,
by the number of Shares as to which the Option is exercised.


 


(ii)           
Termination of Relationship as a Service Provider other than Death or Disability. If a Participant ceases to be
a Service Provider, other than upon the Participant’s termination as the result of the Participant’s death or Disability,
the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent
that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as
set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable
for three (3) months following the Participant’s termination, but in no event later than the expiration of the term
of such Option as set forth in the Award Agreement. If Participant dies during such post-termination period, the Option may be
exercised following the Participant’s death for one (1) year after Participant’s death, but in no event later
than the expiration of the term of such Option as set forth in the Award Agreement. Unless otherwise provided by the Administrator,
if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within
the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan.


 


(iii)           
Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s
Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to
the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option
as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable
for twelve (12) months following the Participant’s termination, but in no event later than the expiration of the term of
such Option as set forth in the Award Agreement. Unless otherwise provided by the Administrator, if on the date of termination
the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert
to the Plan. If, after termination the Participant does not exercise his or her Option within the time specified herein, the Option
will terminate, and the Shares covered by such Option will revert to the Plan.


  


(iv)           

Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised following the
Participant’s death within such period of time as is specified in the Award Agreement to the extent that the Option is vested
on the date of death (but in no event may the Option be exercised later than the expiration of the term of such Option as set
forth in the Award Agreement) by the Participant’s designated beneficiary, provided that such beneficiary has been designated
prior to Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the
Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to
whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution.
In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following
Participant’s death, but in no event later than the expiration of the term of such Option as set forth in the Award Agreement.
If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such
Option will revert to the Plan. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested
as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan.


 






    -11-


     


    

 


(v)           
Tolling Expiration. A Participant’s Award Agreement may also provide that:


 


(1)  
 if the exercise of the Option following the termination of Participant’s status as a Service Provider (other than
upon the Participant’s death or Disability) would result in liability under Section 16(b), then the Option will terminate
on the earlier of (A) the expiration of the term of the Option set forth in the Award Agreement or (B) the tenth (10th)
day after the last date on which such exercise would result in liability under Section 16(b); or


(2)  
 if the exercise of the Option following the termination of the Participant’s status as a Service Provider (other
than upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would
violate the registration requirements under the Securities Act, then the Option will terminate on the earlier of (A) the expiration
of the term of the Option or (B) the expiration of a period of thirty (30)-days after the termination of the Participant’s
status as a Service Provider during which the exercise of the Option would not violate such registration requirements.


 


		7.	Restricted Stock.



 


(a)               
Grant of Restricted Stock. Subject to Section 12 of the Plan, the Administrator, at any time and from time to time,
may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.
Notwithstanding the foregoing sentence, and subject to Section 15(a) of the Plan, for Shares of Restricted Stock intended to qualify
as “performance-based compensation” within the meaning of Code Section 162(m), no Participant will receive more than
an aggregate of 150,000 Shares of Restricted Stock, Restricted Stock Units or Performance Shares during any Fiscal Year. Unless
the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions
on such Shares have lapsed.


 


(b)              
Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify
the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole
discretion, will determine.


 


(c)               
Transferability. Except as provided in this Section 7, Shares of Restricted Stock may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.


 


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


 






    -12-


     


    

 


(e)               
Removal of Restrictions. Except as otherwise provided in this Section 7, Shares of Restricted Stock covered by each
Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period
of Restriction. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.


 


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


 


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


 


(h)              
Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which
restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan in accordance
with Section 3(b) of the Plan.


 


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


 


		8.	Restricted Stock Units.



 


(a)               
Grant of Restricted Stock Units. Subject to Section 12 of the Plan, the Administrator, at any time and from time
to time, may grant Restricted Stock Units to Service Providers. Notwithstanding the foregoing sentence, and subject to Section
15(a) of the Plan, for Restricted Stock Units intended to qualify as “performance-based compensation” within the meaning
of Code Section 162(m), no Participant will receive more than an aggregate of 150,000 Shares of Restricted Stock, Restricted Stock
Units or Performance Shares during any Fiscal Year.


 


(b)              
Restricted Stock Unit Agreement. Each Award of Restricted Stock Units will be evidenced by an Award Agreement that
will specify such other terms and conditions as the Administrator, in its sole discretion, will determine, including all terms,
conditions, and restrictions related to the grant, the number of Restricted Stock Units and the form of payout, which, subject
to Section 8(e), may be left to the discretion of the Administrator.


 






    -13-


     


    

 


(c)               
Vesting Criteria and Other Terms. Subject to the provisions of this Plan, the Administrator will set vesting criteria
in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock
Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide,
divisional, business unit, or individual goals (including, but not limited to, continued employment or service), applicable federal
or state securities laws or any other basis determined by the Administrator in its discretion. After the grant of Restricted Stock
Units, the Administrator, in its sole discretion, may reduce or waive any restrictions for such Restricted Stock Units.


 


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


 


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


 


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


 


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


 


		9.	Stock Appreciation Rights.



 


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


 


(b)              
Number of Shares. Subject to the provisions of Sections 12 and 15(a) of the Plan, the Administrator will have complete
discretion to determine the number of Shares subject to a Stock Appreciation Right granted to any Participant; provided, however,
that no Employee will be granted Options or Stock Appreciation Rights covering more than 650,000 Shares during any Fiscal Year.


 


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


 






    -14-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


		10.	Performance Units and Performance Shares.



 


(a)               
Grant of Performance Units/Shares. Subject to Section 12 of the Plan, Performance Units and Performance Shares may
be granted to Service Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion.
Notwithstanding the foregoing, and subject to Section 15(a) of the Plan, during any Fiscal Year, for Performance Units or Performance
Shares intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, (i)
no Participant will receive Performance Units having an initial value greater than $150,000 and (ii) no Participant will receive
more than 150,000 Shares of Restricted Stock, Restricted Stock Units or Performance Shares.


 


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


 


(c)               
Performance Objectives and Other Terms. The Administrator will set performance objectives or other vesting provisions
(including, without limitation, continued status as a Service Provider) in its discretion which, depending on the extent to
which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Participant. Each
Award of Performance Units/Shares will be evidenced by an Award Agreement that will specify the Performance Period, and such other
terms and conditions as the Administrator, in its sole discretion, will determine. The Administrator may set performance objectives
based upon the achievement of Company-wide, divisional, business unit, or individual goals (including, but not limited to, continued
employment or service), applicable federal or state securities laws, or any other basis determined by the Administrator in its
discretion.


 






    -15-


     


    

 


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


 


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


 


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


 


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


 


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



 


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


 






    -16-


     


    

 


(b)               
Performance Goals. The granting and/or vesting of Awards of Restricted Stock, Restricted Stock Units, Performance
Shares and Performance Units and other incentives under the Plan may be made subject to the attainment of performance goals relating
to one or more business criteria within the meaning of Code Section 162(m) and may provide for a targeted level or levels of achievement
(“Performance Goals”) including (i) revenue, (ii) gross margin, (iii) operating margin, (iv) operating income,
(v) pre-tax profit, (vi) earnings before interest, taxes and depreciation, (vii) net income, (viii) cash flow, (ix) expenses, (x)
the market price of the Share, (xi) earnings, (xii) return on stockholder equity, (xiii) return on capital, (xiv) product quality,
(xv) economic value added, (xvi) number of customers, (xvii) market share, (xviii) return on investments, (xix) profit after taxes,
(xx) customer satisfaction, (xxi) business divestitures and acquisitions, (xxii) supplier awards from significant customers, (xxiii)
new product development, (xxiv) working capital, (xxv) individual objectives, (xxvi) time to market, (xxvii) return on equity,
(xxviii) return on net assets, and (xxix) sales. Any Performance Goals may be used to measure the performance of the Company as
a whole or, except with respect to shareholder return metrics, to a region, business unit, affiliate or business segment, and may
be measured either on an absolute basis, a per share basis or relative to a pre-established target, to a previous period’s
results or to a designated comparison group, and, with respect to financial metrics, which may be determined in accordance with
United States Generally Accepted Accounting Principles (“GAAP”), in accordance with accounting principles established
by the International Accounting Standards Board (“IASB Principles”) or which may be adjusted when established to either
exclude any items otherwise includable under GAAP or under IASB Principles or include any items otherwise excludable under GAAP
or under IASB Principles. In all other respects, Performance Goals will be calculated in accordance with the Company’s financial
statements, generally accepted accounting principles, or under a methodology established by the Administrator prior to or at the
time of the issuance of an Award and which is consistently applied with respect to a Performance Goal in the relevant Performance
Period. In addition, the Administrator will adjust any performance criteria, Performance Goal or other feature of an Award that
relates to or is wholly or partially based on the number of, or the value of, any stock of the Company, to reflect any stock dividend
or split, repurchase, recapitalization, combination, or exchange of shares or other similar changes in such stock. The Performance
Goals may differ from Participant to Participant and from Award to Award. Prior to the Determination Date, the Administrator will
determine whether any significant element(s) will be included in or excluded from the calculation of any Performance Goal with
respect to any Participant.


 


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


 






    -17-


     


    

 


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


 


		12.	Outside Directors.



 


(a)               
General. Outside Directors will be eligible to be granted all types of Awards under this Plan, including discretionary
Awards not covered under this Section 12.


 


(b)              
Annual Limits. No Outside Director may be granted, in any Fiscal Year, Awards with a grant date fair value (determined
in accordance with GAAP) of greater than $50,000. Any Award granted to a Participant while he or she was an Employee or Consultant
but not an Outside Director will not count for purposes of the limitations under this Section 12.


 


13.           Leaves of Absence/Transfer Between Locations. Unless the Administrator provides otherwise, vesting of Awards granted
hereunder will be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (i) any
leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent,
or any Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment
upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved
by the Company is not so guaranteed, then six (6) months following the first (1st) day of such leave any Incentive Stock
Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a
Nonstatutory Stock Option.


 


14.           Transferability of Awards. Unless determined otherwise by the Administrator, Awards may not be sold, pledged, assigned,
hypothecated, or otherwise transferred in any manner other than by will or by the laws of descent and distribution, and may be
exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable,
such Award will contain such additional terms and conditions as the Administrator deems appropriate.


 


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



 


(a)               
Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities,
or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of
the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential
benefits intended to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the
Plan and/or the number, class, and price of Shares covered by each outstanding Award, and the numerical Share limits in Sections 3,
6(a)(ii), 7(a), 8(a), 9(b), 10(a), and 12 of the Plan.


 






    -18-


     


    

 


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


 


(c)               
Change in Control. Except as set forth in this Section 15(c), in the event of a merger of the Company with or
into another corporation or other entity or a Change in Control, each outstanding Award will be treated as the Administrator determines,
including, without limitation, that Awards may be assumed, or substantially equivalent Awards may be substituted, by the acquiring
or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices.
In taking any of the actions permitted under this subsection (c), the Administrator will not be required to treat all Awards similarly
in the transaction.


 


In the event that the
successor corporation does not assume or substitute for the Award, the Participant will fully vest in and have the right to exercise
all of his or her outstanding Options and Stock Appreciation Rights, including Shares as to which such Awards would not otherwise
be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards
with performance-based vesting, all Performance Goals or other vesting criteria will be deemed achieved at one hundred percent
(100%) of target levels. All other terms and conditions with respect to such Awards with performance-based vesting will be deemed
met. In addition, if an Option or Stock Appreciation Right is not assumed or substituted in the event of a Change in Control, the
Administrator will notify the Participant in writing or electronically that the Option or Stock Appreciation Right will be exercisable
for a period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right will terminate
upon the expiration of such period.


 


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


 






    -19-


     


    

 


Notwithstanding anything
in this Section 15(c) to the contrary, an Award that vests, is earned or paid out upon the satisfaction of one or more Performance
Goals will not be considered assumed if the Company or its successor modifies any of such Performance Goals without the Participant’s
consent; provided, however, that a modification to such Performance Goals only to reflect the successor corporation’s post-Change
in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.


 


(d)              
Outside Director Awards. With respect to Awards granted to an Outside Director, immediately prior to the merger or
Change in Control, the Participant shall, fully vest in and have the right to exercise his or her Options and Stock Appreciation
Rights as to all of the Shares underlying such Awards, including those Shares which would not otherwise be vested or exercisable,
all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Performance Units and Performance
Shares, all Performance Goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels.
All other terms and conditions with respect to such Awards with performance-based vesting will be deemed met.


 


		16.	Tax.



 


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


 


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


 


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


 






    -20-


     


    

 


17.           Forfeiture Events. The Administrator may specify in an Award Agreement that the Participant’s rights, payments,
and benefits with respect to an Award will be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence
of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Notwithstanding
any provisions to the contrary under this Plan, an Award shall be subject to the Company’s clawback policy as may be established
and/or amended from time to time (the “Clawback Policy”). The Administrator may require a Participant to forfeit, return
or reimburse the Company all or a portion of the Award and any amounts paid thereunder pursuant to the terms of the Clawback Policy
or as necessary or appropriate to comply with Applicable Laws.


 


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


 


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


 


20.           Term of Plan. Subject to Section 24 of the Plan, the Plan will become effective upon its adoption by the Board.
It will continue in effect for a term of ten (10) years from the date adopted by the Board, unless terminated earlier under
Section 21 of the Plan.


 


		21.	Amendment and Termination of the Plan.



 


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


 


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


 


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


 






    -21-


     


    

 


		22.	Conditions Upon Issuance of Shares.



 


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


 


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


 


23.           Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction
or to complete or comply with the requirements of any registration or other qualification of the Shares under any state, federal
or foreign law or under the rules and regulations of the Securities and Exchange Commission, the stock exchange on which Shares
of the same class are then listed, or any other governmental or regulatory body, which authority, registration, qualification or
rule compliance is deemed by the Company’s counsel to be necessary or advisable for the issuance and sale of any Shares hereunder,
will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority,
registration, qualification or rule compliance will not have been obtained.


 


24.           Shareholder Approval. The Plan will be subject to approval by the shareholders of the Company within twelve (12) months
after the date the Plan is adopted by the Board. Such shareholder approval will be obtained in the manner and to the degree required
under Applicable Laws.


 









    -22-


     


    

 


SIERRA MONITOR CORPORATION


 


2016 EQUITY INCENTIVE
PLAN


 


STOCK OPTION AWARD
AGREEMENT


 


Unless otherwise defined
herein, the terms defined in the Sierra Monitor Corporation 2016 Equity Incentive Plan (the “Plan”) will have the same
defined meanings in this Stock Option Award Agreement (the “Award Agreement”).


 


		I.	NOTICE OF STOCK OPTION GRANT



 


Participant Name:


 


Address:


 


You have been granted
an Option to purchase Common Stock of Sierra Monitor Corporation (the “Company”), subject to the terms and conditions
of the Plan and this Award Agreement, as follows:


 





	Grant Number	 	 
	 	 	 
	Date of Grant	 	 
	 	 	 
	Vesting Commencement Date	 	 
	 	 	 
	Exercise Price per Share	 	 
	 	 	 
	Total Number of Shares Granted    	 	 
	 	 	 
	Total Exercise Price	 	 
	 	 	 
	Type of Option:	______  Incentive Stock Option	 
	 	 	 
	 	______  Nonstatutory  Stock Option	 
	 	 	 
	Term/Expiration Date:	 	 




 


Vesting Schedule:


 


Subject to any acceleration
provisions contained in the Plan or set forth below, this Option may be exercised, in whole or in part, in accordance with the
following schedule:


 


Twenty-five percent
(25%) of the Shares subject to the Option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one
forty-eighth (1/48th) of the Shares subject to the Option shall vest each month thereafter on the same day of the month
as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), subject to Participant continuing
to be a Service Provider through each such date. Vesting shall be suspended during any unpaid leave of absence.


 






     


     


    

 


Termination Period:


 


This Option will be
exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s
death or Disability, in which case this Option will be exercisable for twelve (12) months after Participant ceases to be
a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration
Date as provided above and may be subject to earlier termination as provided in Section 15 of the Plan.


 


By Participant’s
signature and the signature of the Company's representative below, Participant and the Company agree that this Option is granted
under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Stock
Option Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed the
Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this
Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement.
Participant further agrees to notify the Company upon any change in the residence address indicated below.


 





	PARTICIPANT:	 	SIERRA MONITOR CORPORATION
	 	 	 
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	 	 	 
	Print Name	 	Title




 







    -2-


     


    




 


EXHIBIT A


 


TERMS AND CONDITIONS
OF STOCK OPTION GRANT


 


1.             Grant of Option. The Company hereby grants to the Participant named in the Notice of Grant attached as Part I of
this Award Agreement (the “Participant”) an option (the “Option”) to purchase the number of Shares, as
set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”),
subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject
to Section 21 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions
of this Award Agreement, the terms and conditions of the Plan will prevail.


 


If designated in the
Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an ISO under Section 422
of the Code. However, if this Option is intended to be an ISO, to the extent that it exceeds the $100,000 rule of Code Section
422(d) it will be treated as a Nonstatutory Stock Option (“NSO”).


 


2.             Vesting Schedule. Except as provided in Section 3, the Option awarded by this Award Agreement will vest in accordance
with the vesting provisions set forth in the Notice of Grant. Shares scheduled to vest on a certain date or upon the occurrence
of a certain condition will not vest in Participant in accordance with any of the provisions of this Award Agreement, unless Participant
will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs.


 


3.             Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or some
lesser portion of the balance, of the unvested Option at any time, subject to the terms of the Plan. If so accelerated, such Option
will be considered as having vested as of the date specified by the Administrator.


 


4.             
Exercise of Option.


 


(a)               
Right to Exercise. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised
during such term only in accordance with the Plan and the terms of this Award Agreement.


 


(b)              
Method of Exercise. This Option is exercisable by delivery of an exercise notice, in the form attached as Exhibit
B (the “Exercise Notice”) or in a manner and pursuant to such procedures as the Administrator may determine, which
will state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised
Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the
Plan. The Exercise Notice will be completed by Participant and delivered to the Company. The Exercise Notice will be accompanied
by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable withholding taxes. This Option
will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate
Exercise Price.


 









    -3-


     


    

 


5.             Method
of Payment. Payment of the aggregate Exercise Price will be by any of the following, or a combination thereof, at the election
of Participant. 


 


(a)               
cash;


 


(b)              
check;


 


(c)               
surrender of other Shares which have a fair market value on the date of surrender equal to the aggregate Exercise Price
of the Exercised Shares, provided that accepting such Shares, in the sole discretion of the Administrator, will not result in any
adverse accounting consequences to the Company;


 


(d)              
consideration received by the Company under a broker-assisted (or other) cashless exercise program (whether through
a broker or otherwise) implemented by the Company in connection with the Plan; or


 


(e)               
a net exercise


 


6.             Tax Obligations.


 


(a)               
Withholding Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the
Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have
been made by Participant with respect to the payment of income, employment and other taxes which the Company determines must be
withheld with respect to such Shares. The Administrator, in its sole discretion and pursuant to such procedures as it may specify
from time to time, may permit Participant to satisfy any tax withholding obligation (in whole or in part) by (without limitation)
(i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal
to the minimum statutory amount required to be withheld, (iii) delivering to the Company already-owned Shares having a fair market
value equal to the statutory amount required to be withheld, provided the delivery of such Shares will not result in any adverse
accounting consequences, as the Administrator determines in its sole discretion, or (iv) selling a sufficient number of Shares
otherwise deliverable to Participant through such means as the Administrator may determine in its sole discretion (whether through
a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its
discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of
Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required
tax withholding obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company
may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.


 


(b)              
Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if
Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date
two (2) years after the Grant Date, or (ii) the date one (1) year after the date of exercise, Participant will immediately notify
the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the
Company on the compensation income recognized by Participant.


 






    -4-


     


    

 


(c)               
Code Section 409A. Under Code Section 409A, an option that vests after December 31, 2004 (or that vested on or prior
to such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is
determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date
of grant (a “Discount Option”) may be considered “deferred compensation.” A Discount Option may result
in (i) income recognition by Participant prior to the exercise of the option, (ii) an additional twenty percent (20%) federal income
tax, and (iii) potential penalty and interest charges. The Discount Option may also result in additional state income, penalty
and interest charges to the Participant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will
agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Share on the Date of Grant
in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price
that was less than the Fair Market Value of a Share on the date of grant, Participant will be solely responsible for Participant’s
costs related to such a determination;


 


7.             Rights as Shareholder. Neither Participant nor any person claiming under or through Participant will have any of
the rights or privileges of a shareholder of the Company in respect of any Shares deliverable hereunder unless and until certificates
representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and
delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a shareholder
of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.


 


8.             No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE
VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY
EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER.
PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING
SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE
VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE
COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE
PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.


 


9.             Address for Notices. Any notice to be given to the Company under the terms of this Award Agreement will be addressed
to the Company at Sierra Monitor Corporation,
1991 Tarob Ct., Milpitas, CA 95035, or at such other address as the Company may hereafter designate in writing.


 






    -5-


     


    

 


10.             Non-Transferability of Option. This Option may not be sold, pledged, assigned, hypothecated, or otherwise transferred
in any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant,
only by the Participant.


 


11.             Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Award Agreement
will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties
hereto.


 


12.             Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the
listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent
or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant
(or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval
will have been effected or obtained free of any conditions not acceptable to the Company. The Company will make all reasonable
efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval
of any such governmental authority. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred
to Participant on the date the Option is exercised with respect to such Exercised Shares.


 


13.             Plan Governs. This Award Agreement is subject to all terms and provisions of the Plan. In the event of a conflict
between one or more provisions of this Award Agreement and one or more provisions of the Plan, the provisions of the Plan will
govern. Capitalized terms used and not defined in this Award Agreement will have the meaning set forth in the Plan.


 


14.             Administrator Authority. The Administrator will have the power to interpret the Plan and this Award Agreement and
to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret
or revoke any such rules (including, but not limited to, the determination of whether or not any Shares subject to the Option have
vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and
binding upon Participant, the Company and all other interested persons. No member of the Administrator will be personally liable
for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.


 


15.             Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to Options
awarded under the Plan or future Options that may be awarded under the Plan by electronic means or request Participant’s
consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery
and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another
third party designated by the Company.


 


16.             Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or
construction of this Award Agreement.


 






    -6-


     


    

 


17.            
Agreement Severable. In the event that any provision in this Award Agreement will be held invalid or unenforceable,
such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the
remaining provisions of this Award Agreement.


 


18.            
Modifications to the Award Agreement. This Award Agreement constitutes the entire understanding of the parties on
the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises,
representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made
only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary
in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable,
in its sole discretion and without the consent of Participant, to comply with Code Section 409A or to otherwise avoid imposition
of any additional tax or income recognition under Code Section 409A in connection to this Option.


 


19.            
Amendment, Suspension or Termination of the Plan. By accepting this Award, Participant expressly warrants that he
or she has received an Option under the Plan, and has received, read and understood a description of the Plan. Participant understands
that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.


 


20.            
Governing Law. This Award Agreement will be governed by the laws of the State of California, without giving effect
to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Option or this Award Agreement,
the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation
will be conducted in the courts of Santa Clara County, California, or the federal courts for the United States for the Northern
District of California, and no other courts, where this Option is made and/or to be performed.


 




    -7-


     


    

 


EXHIBIT B


 


SIERRA MONITOR CORPORATION


 


2016 EQUITY INCENTIVE
PLAN


 


EXERCISE NOTICE


 


Sierra Monitor Corporation


1991 Tarob Ct.


Milpitas, CA 95035






Attention: Corporate
Secretary


 


1.                 
Exercise of Option. Effective as of today, ________________, _____, the undersigned (“Purchaser”) hereby
elects to purchase ______________ shares (the “Shares”) of the Common Stock of Sierra Monitor Corporation (the “Company”)
under and pursuant to the 2016 Equity Incentive Plan (the “Plan”) and the Stock Option Award Agreement dated ________
(the “Award Agreement”). The purchase price for the Shares will be $_____________, as required by the Award Agreement.


 


2.                 
Delivery of Payment. Purchaser herewith delivers to the Company the full purchase price of the Shares and any required
tax withholding to be paid in connection with the exercise of the Option.


 


3.                 
Representations of Purchaser. Purchaser acknowledges that Purchaser has received, read and understood the Plan and
the Award Agreement and agrees to abide by and be bound by their terms and conditions.


 


4.                 
Rights as Shareholder. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a
shareholder will exist with respect to the Shares subject to the Option, notwithstanding the exercise of the Option. The Shares
so acquired will be issued to Participant as soon as practicable after exercise of the Option. No adjustment will be made for a
dividend or other right for which the record date is prior to the date of issuance, except as provided in Section 15 of the Plan.


 


5.                 
Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s
purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems
advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any
tax advice.


 



     


     


    

 





6.                 
Entire Agreement; Governing Law. The Plan and Award Agreement are incorporated herein by reference. This Exercise
Notice, the Plan and the Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof
and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject
matter hereof, and may not be modified adversely to the Purchaser’s interest except by means of a writing signed by the Company
and Purchaser. This agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of California.


 





	Submitted by:	 	Accepted by:
	 	 	 
	PURCHASER	 	SIERRA MONITOR CORPORATION
	 	 	 
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	 	 	 
	Print Name	 	Title
	 	 	 
	Address:	 	 
	 	 	Date Received
	 	 	
	 	 	 
	 	 	 




  




    -2-


     


    

 


SIERRA MONITOR CORPORATION


 


2016 EQUITY INCENTIVE
PLAN


 


RESTRICTED STOCK UNIT
AGREEMENT


 


Unless otherwise defined
herein, the terms defined in the Sierra Monitor Corporation 2016 Equity Incentive Plan (the “Plan”) will have the same
defined meanings in this Restricted Stock Unit Agreement (the “Award Agreement”).


 


		I.	NOTICE OF RESTRICTED STOCK UNIT GRANT



 


Participant Name:


 


Address:


 


You have been granted
the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement,
as follows:


 





	Grant Number	 	 
	 	 	 
	Date of Grant	 	 
	 	 	 
	Vesting Commencement Date	 	 
	 	 	 
	Number of Restricted Stock Units    	 	 




 


Vesting Schedule:


 


Subject to any acceleration
provisions contained in the Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule:


 


25% of the Restricted
Stock Units will vest on each of the first four anniversaries of the Vesting Commencement Date, subject to Participant continuing
to be a Service Provider through each such date.


 


In the event Participant
ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock
Units and Participant’s right to acquire any Shares hereunder will immediately terminate.


  


By Participant’s
signature and the signature of the representative of Sierra Monitor Corporation (the “Company”) below, Participant
and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the
Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit
A, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety,
has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions
of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations
of the Administrator upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company
upon any change in the residence address indicated below.


 






    -3-


     


    

 





	PARTICIPANT:	 	SIERRA MONITOR CORPORATION
	 	 	 
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	 	 	 
	Print Name	 	Title


 




    -4-


     


    

 


EXHIBIT A


 


TERMS AND CONDITIONS
OF RESTRICTED STOCK UNIT GRANT


 


1.          
Grant. The Company hereby grants to the individual named in the Notice of Grant (the “Participant”) under
the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which
is incorporated herein by reference. Subject to Section 21 of the Plan, in the event of a conflict between the terms and conditions
of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail.


 


2.          
Company’s Obligation to Pay. Each Restricted Stock Unit represents the right to receive a Share on the date
it vests. Unless and until the Restricted Stock Units will have vested in the manner set forth in Sections 3 or 4, Participant
will have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units,
such Restricted Stock Units will represent an unsecured obligation of the Company, payable (if at all) only from the general
assets of the Company. Any Restricted Stock Units that vest in accordance with Sections 3 or 4 will be paid to Participant (or
in the event of Participant’s death, to his or her estate) in whole Shares, subject to Participant satisfying any applicable
tax withholding obligations as set forth in Section 7. Subject to the provisions of Section 4, such vested Restricted Stock Units
shall be paid in whole Shares as soon as practicable after vesting, but in each such case within the period 60 days following the
vesting date. In no event will Participant be permitted, directly or indirectly, to specify the taxable year of the payment of
any Restricted Stock Units payable under this Award Agreement.


 


3.          
Vesting Schedule. Except as provided in Section 4, and subject to Section 5, the Restricted Stock Units awarded by
this Award Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. Restricted Stock Units
scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in Participant in accordance with
any of the provisions of this Award Agreement, unless Participant will have been continuously a Service Provider from the Date
of Grant until the date such vesting occurs.


 


4.          Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or some
lesser portion of the balance, of the unvested Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated,
such Restricted Stock Units will be considered as having vested as of the date specified by the Administrator. The payment of Shares
vesting pursuant to this Section 4 shall in all cases be paid at a time or in a manner that is exempt from, or complies with, Code
Section 409A.


 


Notwithstanding anything
in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the
Restricted Stock Units is accelerated in connection with Participant’s termination as a Service Provider (provided that such
termination is a “separation from service” within the meaning of Section 409A, as determined by the Company),
other than due to death, and if (x) Participant is a “specified employee” within the meaning of Section 409A
at the time of such termination as a Service Provider and (y) the payment of such accelerated Restricted Stock Units will result
in the imposition of additional tax under Section 409A if paid to Participant on or within the 6-month period following Participant’s
termination as a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date
6 months and 1 day following the date of Participant’s termination as a Service Provider, unless Participant dies following
his or her termination as a Service Provider, in which case, the Restricted Stock Units will be paid in Shares to Participant’s
estate as soon as practicable following his or her death. It is the intent of this Award Agreement that it and all payments and
benefits hereunder be exempt from, or comply with, the requirements of Section 409A so that none of the Restricted Stock Units
provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A,
and any ambiguities herein will be interpreted to be so exempt or so comply. Each payment payable under this Award Agreement is
intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
For purposes of this Award Agreement, “Section 409A” means Section 409A of the Code, and any final Treasury
Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.


 






    -5-


     


    

 


5.          
Forfeiture upon Termination of Status as a Service Provider. Notwithstanding any contrary provision of this Award
Agreement, the balance of the Restricted Stock Units that have not vested at the time of Participant’s termination as a Service
Provider for any or no reason and Participant’s right to acquire any Shares hereunder will immediately terminate.


 


6.          
Death of Participant. Any distribution or delivery to be made to Participant under this Award Agreement will, if
Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant,
the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written
notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer
and compliance with any laws or regulations pertaining to said transfer.


 


7.          
Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing
the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will
have been made by Participant with respect to the payment of income, employment, and other taxes which the Company determines
must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will
pay or make adequate arrangements satisfactory to the Company and/or Participant’s employer (the “Employer”)
to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes
the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his
or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of
Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and
pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy any tax withholding obligation
(in whole or in part) by (without limitation) (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable
Shares having a fair market value equal to the minimum statutory amount required to be withheld, (iii) delivering to the Company
already-owned Shares having a fair market value equal to the statutory amount required to be withheld, provided the delivery of
such Shares will not result in any adverse accounting consequences, as the Administrator determines in its sole discretion, or
(iv) selling a sufficient number of Shares otherwise deliverable to Participant through such means as the Administrator may
determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent
determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding
obligations by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company,
this will be the method by which such tax withholding obligations are satisfied. If Participant fails to make satisfactory arrangements
for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise
are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are
due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted
Stock Units will be returned to the Company at no cost to the Company.


 






    -6-


     


    

 


8.          
Rights as Shareholder. Neither Participant nor any person claiming under or through Participant will have any of
the rights or privileges of a shareholder of the Company in respect of any Shares deliverable hereunder unless and until certificates
representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and
delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a shareholder
of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.


 


9.          
No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS
PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT
OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OF RESTRICTED
STOCK UNITS OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT
AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S
RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S
RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.


 


10.          
Address for Notices. Any notice to be given to the Company under the terms of this Award Agreement will be addressed
to the Company at Sierra Monitor Corporation,
1991 Tarob Ct., Milpitas, CA 95035, or at such other address as the Company may hereafter designate in writing.


 






    -7-


     


    

 


11.          
Non-Transferability of Grant. Except to the limited extent provided in Section 6, Shares of Restricted Stock may
not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.
Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any unvested Shares of Restricted Stock subject
to this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar
process, this grant and the rights and privileges conferred hereby immediately will become null and void.


 


12.          Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Award Agreement
will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties
hereto.


 


13.          Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the
listing, registration, qualification or rule compliance of the Shares upon any securities exchange or under any state, federal
or foreign law, the tax code and related regulations or the consent or approval of any governmental regulatory authority is necessary
or desirable as a condition to the issuance of Shares to Participant (or his or her estate) hereunder, such issuance will not occur
unless and until such listing, registration, qualification, rule compliance, consent or approval will have been completed, effected
or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment
of any Shares will violate federal securities laws or other applicable laws, the Company will defer delivery until the earliest
date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will
make all reasonable efforts to meet the requirements of any such state, federal or foreign law or securities exchange and to obtain
any such consent or approval of any such governmental authority or securities exchange.


 


14.          Plan Governs. This Award Agreement is subject to all terms and provisions of the Plan. In the event of a conflict
between one or more provisions of this Award Agreement and one or more provisions of the Plan, the provisions of the Plan will
govern. Capitalized terms used and not defined in this Award Agreement will have the meaning set forth in the Plan.


 


15.          Administrator Authority. The Administrator will have the power to interpret the Plan and this Award Agreement and
to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret
or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested).
All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding
upon Participant, the Company and all other interested persons. No member of the Administrator will be personally liable for any
action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.


 


16.          Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to Restricted
Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request
Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents
by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained
by the Company or another third party designated by the Company.


 






    -8-


     


    

 


17.          Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or
construction of this Award Agreement.


 


18.          Agreement Severable. In the event that any provision in this Award Agreement will be held invalid or unenforceable,
such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the
remaining provisions of this Award Agreement.


 


19.          Modifications to the Award Agreement. This Award Agreement constitutes the entire understanding of the parties on
the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises,
representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made
only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary
in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable,
in its sole discretion and without the consent of Participant, to comply with Code Section 409A or to otherwise avoid imposition
of any additional tax or income recognition under Code Section 409A in connection to this Award of Restricted Stock Units.


 


20.          Amendment, Suspension or Termination of the Plan. By accepting this Award, Participant expressly warrants that he
or she has received an Award of Restricted Stock Units under the Plan, and has received, read and understood a description of the
Plan. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company
at any time.


 


21.             
Governing Law. This Award Agreement will be governed by the laws of the State of California, without giving effect
to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Award of Restricted Stock
Units or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree
that such litigation will be conducted in the courts of Santa Clara County, California, or the federal courts for the United States
for the Northern District of California, and no other courts, where this Award of Restricted Stock Units is made and/or to be performed.


  




    -9-


     


    

 


SIERRA MONITOR CORPORATION


 


2016 EQUITY INCENTIVE
PLAN


 


RESTRICTED STOCK AWARD
AGREEMENT


 


Unless otherwise defined
herein, the terms defined in the Sierra Monitor Corporation 2016 Equity Incentive Plan (the “Plan”) will have the same
defined meanings in this Restricted Stock Award Agreement (the “Award Agreement”).


 


		I.	NOTICE OF RESTRICTED STOCK GRANT



 


Participant Name:


 


Address:


 


You have been granted
the right to receive an Award of Restricted Stock, subject to the terms and conditions of the Plan and this Award Agreement, as
follows:


 





	Grant Number	 	 
	 	 	 
	Date of Grant	 	 
	 	 	 
	Vesting Commencement Date	 	 
	 	 	 
	Total Number of Shares
Granted    	 	 


 


Period of Restriction:


 


Subject to any acceleration
provisions contained in the Plan or set forth below, restrictions on the transfer of the Shares of Restricted Stock will lapse
in accordance with the following schedule:


 


The transfer
restrictions with respect to twenty-five percent (25%) of the Shares on each of the first four anniversaries of the Vesting
Commencement Date, subject to Participant continuing to be a Service Provider through each such date.


 


By Participant’s
signature and the signature of the representative of Sierra Monitor Corporation (the “Company”) below, Participant
and the Company agree that this Award of Restricted Stock is granted under and governed by the terms and conditions of the Plan
and this Award Agreement, including the Terms and Conditions of Restricted Stock Grant, attached hereto as Exhibit A, all
of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had
an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of
the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations
of the Administrator upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company
upon any change in the residence address indicated below.


  




    -1-


     


    

 





	PARTICIPANT:	 	SIERRA MONITOR CORPORATION
	 	 	 
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	 	 	 
	Print Name	 	Title
	 	 	 
	Residence Address:	 	 
	 	 	 
		 	 
	 	 	 
	 	 	 


 






    -2-


     


    

 


EXHIBIT A


 


TERMS AND CONDITIONS
OF RESTRICTED STOCK GRANT


 


1.           Grant
of Restricted Stock. The Company hereby grants to the Participant named in the Notice of Grant attached as Part I of this
Award Agreement (the “Participant”) under the Plan for past services and as a separate incentive in connection
with his or her services and not in lieu of any salary or other compensation for his or her services an Award of Shares of
Restricted Stock, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated
herein by reference. Subject to Section 21 of the Plan, in the event of a conflict between the terms and conditions of the
Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail.


 


2.           Escrow of Shares.


 


(a)All Shares of
Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the
Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as
the Period of Restriction to which the Shares of Restricted Stock are subject lapses or the date Participant ceases to be a Service
Provider.


 


(b)The Escrow Holder
will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while
acting in good faith and in the exercise of its judgment.


 


(c)Upon Participant’s
termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will
take all steps necessary to accomplish the transfer of the Shares of Restricted Stock subject to the Period of Restriction to
the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney-in-fact
with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and
instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing
such Shares to the Company upon such termination.


 


(d)The Escrow Holder
will take all steps necessary to release from escrow Shares of Restricted Stock covered by this Award Agreement after the last
day of the Period of Restriction following Participant’s request that the Escrow Holder do so.


 


(e)Subject to the
terms hereof, Participant will have all the rights of a shareholder with respect to the Shares while they are held in escrow,
including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. If any such dividends
or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability
as the Shares of Restricted Stock with respect to which they were paid.


 


(f)In the event that any dividend or other distribution
(whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities
of the Company, or other change in the corporate structure of the Company affecting the Shares of Restricted Stock occurs, the
Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available
under the Plan, will adjust the number and class of Shares of Restricted Stock that may be delivered under the Plan and/or the
number, class, and price of Shares of Restricted Stock covered by this Award Agreement. Such new or additional or different shares,
cash or securities will thereupon be subject to all of the conditions and restrictions which were applicable to the Shares of
Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to Shares of Restricted
Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants
and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered
to be Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the Shares
of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate
the lapse of restrictions of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants
to purchase securities or shares or other securities acquired by the exercise of such rights or warrants.


 






    -3-


     


    

 


(g)The Company may
instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise
note its records as to the restrictions on transfer set forth in this Award Agreement.


 


3.          
Period of Restriction. Except as provided in Section 4, and subject to Section 5, restrictions on the Shares of Restricted
Stock awarded by this Award Agreement will lapse in accordance with the Period of Restriction set forth in the Notice of Grant
attached as Part I of this Award Agreement. Restrictions on Shares of Restricted Stock scheduled to lapse on a certain date or
upon the occurrence of a certain condition will not lapse in Participant in accordance with any of the provisions of this Award
Agreement unless Participant will have been continuously a Service Provider from the Date of Grant until the date such lapse occurs.


 


4.          
Administrator Discretion. The Administrator, in its discretion, may accelerate the time at which any restrictions
with respect to the balance, or some lesser portion of the balance, of the Restricted Stock will lapse or be removed, subject to
the terms of the Plan. If so accelerated, restrictions on such Restricted Stock will be considered as having lapsed or removed
as of the date specified by the Administrator.


 


5.          
Forfeiture upon Termination of Status as a Service Provider. Notwithstanding any contrary provision of this Award
Agreement, the balance of the Shares of Restricted Stock still subject to restriction at the time of Participant’s termination
as a Service Provider for any or no reason will be forfeited and automatically transferred to and reacquired by the Company at
no cost to the Company upon the date of such termination and Participant will have no further rights thereunder. Participant will
not be entitled to a refund of the price paid for the Shares of Restricted Stock, if any, returned to the Company pursuant to this
Section 5. Participant hereby appoints the Escrow Agent with full power of substitution, as Participant’s true and lawful
attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all
documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates
evidencing such Shares to the Company upon such termination of service.


 






    -4-


     


    

 


6.          
Death of Participant. Any distribution or delivery to be made to Participant under this Award Agreement will, if
Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant,
the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written
notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer
and compliance with any laws or regulations pertaining to said transfer.


 


7.          
Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares
of Restricted Stock may be released from the escrow established pursuant to Section 2, unless and until satisfactory arrangements
(as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social
insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting
of the Restricted Stock, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s
employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In
this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally
payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer
or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator,
in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to
satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the
Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount required to be withheld, (c)
delivering to the Company already vested and owned Shares having a fair market value equal to the amount required to be withheld,
or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine
in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined
appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations
by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will
be the method by which such tax withholding obligations are satisfied. If Participant fails
to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable
Shares otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to the applicable Shares
otherwise are due, Participant will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to
the Company.


 


8.          
Rights as Shareholder. Neither Participant nor any person claiming under or through Participant will have any of
the rights or privileges of a shareholder of the Company in respect of any Shares deliverable hereunder unless and until certificates
representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and
delivered to Participant or the Escrow Agent. Except as provided in Section 2, after such issuance, recordation and delivery,
Participant will have all the rights of a shareholder of the Company with respect to voting such Shares and receipt of dividends
and distributions on such Shares.


 






    -5-


     


    

 


9.          
No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE REMOVAL OF RESTRICTIONS COVERING
SHARES OF RESTRICTED STOCK HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER THROUGH THE END OF THE PERIOD OF RESTRICTION
AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED,
BEING GRANTED THIS RESTRICTED STOCK OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE PERIOD OF RESTRICTION SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS
OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE PERIOD OF RESTRICTION, FOR ANY PERIOD, OR AT ALL, AND
WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING
OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.


 


10.          
Address for Notices. Any notice to be given to the Company under the terms of this Award Agreement will be addressed
to the Company at Sierra Monitor Corporation,
1991 Tarob Ct., Milpitas, CA 95035, or at such other address as the Company may hereafter designate in writing.


 


11.          Non-Transferability
of Grant. Except to the limited extent provided in Section 6, Shares of Restricted Stock may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of any unvested Shares of Restricted Stock subject to this grant, or any right
or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the
rights and privileges conferred hereby immediately will become null and void.


 


12.          
Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Award Agreement
will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties
hereto.


 


13.          
Additional Conditions to Release from Escrow. The Company will not be required to issue any certificate or certificates
for Shares hereunder or release such Shares from the escrow established pursuant to Section 2 prior to fulfillment of all the following
conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed;
(b) the completion of any registration or other qualification of such Shares under any state or federal law or under the rulings
or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Administrator will,
in its absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any state
or federal governmental agency, which the Administrator will, in its absolute discretion, determine to be necessary or advisable;
and (d) the lapse of such reasonable period of time following the date of grant of the Restricted Stock as the Administrator
may establish from time to time for reasons of administrative convenience.


 






    -6-


     


    

 


14.          Plan
Governs. This Award Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or
more provisions of this Award Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. Capitalized
terms used and not defined in this Award Agreement will have the meaning set forth in the Plan.


 


15.          
Administrator Authority. The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt
such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or
revoke any such rules (including, but not limited to, the determination of whether or not any Shares of Restricted Stock have
vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and
binding upon Participant, the Company and all other interested persons. No member of the Administrator will be personally liable
for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.


 


16.          
Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Shares
of Restricted Stock awarded under the Plan or future Restricted Stock that may be awarded under the Plan by electronic means or
request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such
documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and
maintained by the Company or another third party designated by the Company.


 


17.          
Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or
construction of this Award Agreement.


 


18.          
Agreement Severable. In the event that any provision in this Award Agreement will be held invalid or unenforceable,
such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the
remaining provisions of this Award Agreement.


 


19.          
Modifications to the Agreement. This Award Agreement constitutes the entire understanding of the parties on the subjects
covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations,
or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express
written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or
this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its
sole discretion and without the consent of Participant, to comply with Section 409A of the Code or to otherwise avoid imposition
of any additional tax or income recognition under Section 409A of the Code in connection to this Award of Restricted Stock.


 






    -7-


     


    

 


20.          
Amendment, Suspension or Termination of the Plan. By accepting this Award, Participant expressly warrants that he
or she has received an Award of Restricted Stock under the Plan, and has received, read and understood a description of the Plan.
Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at
any time.


 


21.          
Governing Law. This Award Agreement will be governed by the laws of the State of California, without giving effect
to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Award of Restricted Stock
or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree
that such litigation will be conducted in the courts of Santa Clara County, California, or the federal courts for the United States
for the Northern District of California, and no other courts, where this Award of Restricted Stock is made and/or to be performed.


 






    -8-