Exhibit
10.32


 


BIO-TECH
MEDICAL SOFTWARE, INC.


 


2014
STOCK INCENTIVE PLAN


 


1.
Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide
additional incentives to Employees, Directors and Consultants and to promote the success of the Company’s business.


 


2.
Definitions. The following definitions shall apply as used herein and in the individual Award Agreements except
as defined otherwise in an individual Award Agreement. In the event a term is separately defined in an individual Award Agreement,
such definition shall supersede the definition contained in this Section 2.


 


(a)
“Administrator” means the Board or any of the Committees appointed to administer the Plan.


 


(b)
“Affiliate” and “Associate” shall have the respective meanings ascribed to
such terms in Rule 12b-2 promulgated under the Exchange Act.


 


(c)
“Applicable Laws” means the legal requirements relating to the Plan and the Awards under applicable
provisions of federal securities laws, state corporate and securities laws, the Code, the rules of any applicable stock exchange
or national market system, and the rules of any non-U.S. jurisdiction applicable to Awards granted to residents therein.


 


(d)
“Assumed” means that pursuant to a Corporate Transaction either (i) the Award is expressly affirmed
by the Company or (ii) the contractual obligations represented by the Award are expressly assumed (and not simply by operation
of law) by the successor entity or its Parent in connection with the Corporate Transaction with appropriate adjustments to the
number and type of securities of the successor entity or its Parent subject to the Award and the exercise or purchase price thereof
which at least preserves the compensation element of the Award existing at the time of the Corporate Transaction as determined
in accordance with the instruments evidencing the agreement to assume the Award.


 


(e)
“Award” means the grant of an Option, SAR, Dividend Equivalent Right, Restricted Stock, Restricted Stock
Unit or other right or benefit under the Plan.


 


(f)
“Award Agreement” means the written agreement evidencing the grant of an Award executed by the Company
and the Grantee, including any amendments thereto.


 


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


 


(h)
“Cause” means, with respect to the termination by the Company or a Related Entity of the
Grantee’s Continuous Service, that such termination is for “Cause” as such term (or word of like
import) is expressly defined in a then-effective written agreement between the Grantee and the Company or such Related
Entity, or in the absence of such then-effective written agreement and definition, is based on, in the determination of the
Administrator, the Grantee’s: (i) performance of any act or failure to perform any act in bad faith and to the
detriment of the Company or a Related Entity; (ii) dishonesty, intentional misconduct or material breach of any agreement
with the Company or a Related Entity; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or
emotional harm to any person; provided, however, that with regard to any agreement that defines “Cause” on
the occurrence of or in connection with a Corporate Transaction or a Change in Control, such definition of
“Cause” shall not apply until a Corporate Transaction or a Change in Control actually occurs.


 



     


     


    

 


(i)
“Change in Control” means a change in ownership or control of the Company after the Registration Date
effected through either of the following transactions:


 


(i)
the direct or indirect acquisition by any person or related group of persons (other than an acquisition from or by the Company
or by a Company-sponsored employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under
common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities
possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant
to a tender or exchange offer made directly to the Company’s stockholders which a majority of the Continuing Directors who
are not Affiliates or Associates of the offeror do not recommend such stockholders accept, or


 


(ii)
a change in the composition of the Board over a period of twelve (12) months or less such that a majority of the Board
members (rounded up to the next whole number) ceases, by reason of one or more contested elections for Board membership, to
be comprised of individuals who are Continuing Directors.


 


(j)
“Code” means the Internal Revenue Code of 1986, as amended.


 


(k)
“Committee” means any committee composed of members of the Board appointed by the Board to administer
the Plan.


 


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


 


(m)
“Company” means Bio-Tech Medical Software, Inc., a Florida corporation, or any successor entity that
adopts the Plan in connection with a Corporate Transaction.


 


(n)
“Consultant” means any person (other than an Employee or a Director, solely with respect to rendering
services in such person’s capacity as a Director) who is engaged by the Company or any Related Entity to render consulting
or advisory services to the Company or such Related Entity.


 


(o)
“Continuing Directors” means members of the Board who either (i) have been Board members continuously
for a period of at least twelve (12) months or (ii) have been Board members for less than twelve (12) months and were elected
or nominated for election as Board members by at least a majority of the Board members described in clause (i) who were still
in office at the time such election or nomination was approved by the Board.


 



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(p)
“Continuous Service” means that the provision of services to the Company or a Related Entity in
any capacity of Employee, Director or Consultant is not interrupted or terminated. In jurisdictions requiring notice in
advance of an effective termination as an Employee, Director or Consultant, Continuous Service shall be deemed terminated
upon the actual cessation of providing services to the Company or a Related Entity notwithstanding any required notice period
that must be fulfilled before a termination as an Employee, Director or Consultant can be effective under Applicable Laws. A
Grantee’s Continuous Service shall be deemed to have terminated either upon an actual termination of Continuous Service
or upon the entity for which the Grantee provides services ceasing to be a Related Entity. Continuous Service shall not be
considered interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Related
Entity, or any successor, in any capacity of Employee, Director or Consultant, or (iii) any change in status as long as the
individual remains in the service of the Company or a Related Entity in any capacity of Employee, Director or Consultant
(except as otherwise provided in the Award Agreement). Notwithstanding the foregoing, except as otherwise determined by the
Administrator, in the event of any spin-off of a Related Entity, service as an Employee, Director or Consultant for such
Related Entity following such spin-off shall be deemed to be Continuous Service for purposes of the Plan and any Award under
the Plan. An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave. For
purposes of each Incentive Stock Option granted under the Plan, if such leave exceeds three (3) months, and reemployment upon
expiration of such leave is not guaranteed by statute or contract, then the Incentive Stock Option shall be treated as a Non-
Qualified Stock Option on the day three (3) months and one day following the expiration of such three month
period.


 


(q)
“Corporate Transaction” means any of the following transactions, provided, however, that the Administrator
shall determine under (iv) and (v) below whether multiple transactions are related, and its determination shall be final, binding
and conclusive:


 


(i)
a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of
which is to change the state in which the Company is incorporated;


 


(ii)
the sale, transfer or other disposition of all or substantially all of the assets of the Company;


 


(iii)
the complete liquidation or dissolution of the Company;


 


(iv)
any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a
tender offer followed by a reverse merger) in which the Company is the surviving entity but (A) the shares of Common Stock
outstanding immediately prior to such merger are converted or exchanged by virtue of the merger into other property, whether
in the form of securities, cash or otherwise, or (B) in which securities possessing more than forty percent (40%) of the
total combined voting power of the Company’s outstanding securities are transferred to a person or persons different
from those who held such securities immediately prior to such merger or the initial transaction culminating in such merger,
but excluding any such transaction or series of related transactions that the Administrator determines shall not be a
Corporate Transaction; or


 



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(v) acquisition in a single or series of related transactions by any person or related group of
persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning
of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power
of the Company’s outstanding securities but excluding any such transaction or series of related transactions that the
Administrator determines shall not be a Corporate Transaction.


 


(r)
“Covered Employee” means an Employee who is a “covered employee” under Section 162(m) (3)
of the Code.


 


(s)
“Director” means a member of the Board or the board of directors of any Related Entity.


 


(t)
“Disability” means as defined under the long-term disability policy of the Company or the Related Entity
to which the Grantee provides services regardless of whether the Grantee is covered by such policy. If the Company or the Related
Entity to which the Grantee provides service does not have a long-term disability plan in place, “Disability”
means that a Grantee is unable to carry out the responsibilities and functions of the position held by the Grantee by reason of
any medically determinable physical or mental impairment for a period of not less than ninety (90) consecutive days. A Grantee
will not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy
the Administrator in its discretion.


 


(u)
“Dividend Equivalent Right” means a right entitling the Grantee to compensation measured by dividends
paid with respect to Common Stock.


 


(v)
“Employee” means any person, including an Officer or Director, who is in the employ of the Company or
any Related Entity, subject to the control and direction of the Company or any Related Entity as to both the work to be performed
and the manner and method of performance. The payment of a director’s fee by the Company or a Related Entity shall not be
sufficient to constitute “employment” by the Company.


 


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


 


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


 


(i)
if the Common Stock is listed on one or more established stock exchanges or national market systems, including without limitation
The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market of The NASDAQ Stock Market LLC, the New York
Stock Exchange or the New York MKT, its Fair Market Value shall be the closing sales price for such stock (or the closing bid,
if no sales were reported) as quoted on the principal exchange or system on which the Common Stock is listed (as determined by
the Administrator) on the date of determination (or, if no closing sales price or closing bid was reported on that date, as applicable,
on the last trading date such closing sales price or closing bid was reported), as reported in The Wall Street Journal or such
other source as the Administrator deems reliable;


 



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(ii)
if the Common Stock is regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognized
securities dealer, its Fair Market Value shall be the closing sales price for such stock as quoted on such system or by such securities
dealer on the date of determination, but if selling prices are not reported, the Fair Market Value of a share of Common Stock
shall be the mean between the high bid and low asked prices for the Common Stock on the date of determination (or, if no such
prices were reported on that date, on the last date such prices 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 of the type described in (i) and (ii), above, the Fair Market Value
thereof shall be determined by the Administrator in good faith.


 


(y)
“Good Reason” means the occurrence after a Corporate Transaction or Change in Control of any of the
following events or conditions unless consented to by the Grantee (and the Grantee shall be deemed to have consented to any such
event or condition unless the Grantee provides written notice of the Grantee’s non-acquiescence within thirty


(30)
days of the effective time of such event or condition):


 


(i)
a change in the Grantee’s responsibilities or duties that represents a material and substantial diminution in the Grantee’s
responsibilities or duties as in effect immediately preceding the consummation of a Corporate Transaction or Change in Control;
or


 


(ii)
a reduction in the Grantee’s base salary to a level below that in effect at any time within six months preceding the consummation
of a Corporate Transaction or Change in Control or at any time thereafter; provided that an across-the-board reduction
in the salary level of substantially all other individuals in positions similar to the Grantee’s by substantially the same
percentage amount shall not constitute such a salary reduction.


 


(z)
“Grantee” means an Employee, Director or Consultant who receives an Award under the Plan.


 


(aa)
“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the
meaning of Section 422 of the Code.


 


(bb)
“Non-Qualified Stock Option” means an Option not intended to qualify as an Incentive Stock Option.


 


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


 


(dd)
“Option” means an option to purchase Shares pursuant to an Award Agreement granted under the Plan.


 


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


 



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(ff)
“Performance-Based Compensation” means compensation qualifying as “performance-based compensation”
under Section 162(m) of the Code.


 


(gg)
“Plan” means this 2014 Stock Incentive Plan.


 


(hh)
“Registration Date” means the first to occur of (i) the closing of the first sale to the general
public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under
the Securities Act, of (A) the Common Stock or (B) the same class of securities of a successor corporation (or its Parent)
issued pursuant to a Corporate Transaction in exchange for or in substitution of the Common Stock; (ii) in the event of a
Corporate Transaction, the date of the consummation of the Corporate Transaction if the same class of securities of the
successor corporation (or its Parent) issuable in such Corporate Transaction shall have been sold to the general public
pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the
Securities Act, on or prior to the date of consummation of such Corporate Transaction; and (iii) the date the Company
otherwise becomes subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act.


 


(ii)
“Related Entity” means any Parent or Subsidiary of the Company.


 


(jj)
“Replaced” means that pursuant to a Corporate Transaction the Award is replaced with a comparable stock
award or a cash incentive program of the Company, the successor entity (if applicable) or Parent of either of them which preserves
the compensation element of such Award existing at the time of the Corporate Transaction and provides for subsequent payout in
accordance with the same (or a more favorable) vesting schedule applicable to such Award. The determination of Award comparability
shall be made by the Administrator and its determination shall be final, binding and conclusive.


 


(kk)
“Restricted Stock” means Shares issued under the Plan to the Grantee for such consideration, if any,
and subject to such restrictions on transfer, rights of first refusal, repurchase provisions, forfeiture provisions, and other
terms and conditions as established by the Administrator.


 


(ll)
“Restricted Stock Units” means an Award that may be earned in whole or in part upon the passage of time
or the attainment of performance criteria established by the Administrator and that may be settled for cash, Shares or other securities
or a combination of cash, Shares or other securities as established by the Administrator.


 


(mm)
“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor thereto.


 


(nn)
“SAR” means a stock appreciation right entitling the Grantee to Shares or cash compensation, as established
by the Administrator, measured by appreciation in the value of Common Stock.


 


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


 


(pp)
“Share” means a share of the Common Stock.





 



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(qq)
“Shareholders’ Agreement” means the Company’s shareholders’ agreement as amended or
amended and restated from time to time.


 


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


 


3.
Stock Subject to the Plan.


 


(a)
Subject to the provisions of Section 10, below, the maximum aggregate number of Shares that may be issued pursuant to all
Awards is 600,000 Shares, plus an annual increase to be added on the first day of each calendar year beginning January 1, 2016,
so that the total maximum aggregate number of Shares as of such date shall equal fifteen percent (15%) of the number of Shares
outstanding as of such date. The Shares to be issued pursuant to Awards may be authorized, but unissued or reacquired Shares.


 


(b)
Any Shares covered by an Award (or portion of an Award) that is forfeited, canceled or expires (whether voluntarily or involuntarily)
shall be deemed not to have been issued for purposes of determining the maximum aggregate number of Shares that may be issued
under the Plan. Shares that actually have been issued under the Plan pursuant to an Award shall not be returned to the Plan and
shall not become available for future issuance under the Plan, except that if unvested Shares are forfeited, or repurchased by
the Company at the lesser of their original purchase price or their Fair Market Value at the time of repurchase, such Shares shall
become available for future grant under the Plan.


 


(c)
To the extent not prohibited by the listing requirements of the stock exchange or national market system on which the Common Stock
is traded) or Applicable Law, any Shares covered by an Award that are surrendered (i) in payment of the Award exercise or purchase
price (including pursuant to the “net exercise” of an option pursuant to Section 7(b)(v)) or (ii) in satisfaction
of tax withholding obligations incident to the exercise of an Award shall be deemed not to have been issued for purposes of determining
the maximum number of Shares that may be issued pursuant to all Awards under the Plan, unless otherwise determined by the Administrator.


 


4.
Administration of the Plan.


 


(a)
Plan Administrator.


 


(i)
Administration with Respect to Directors and Officers. With respect to grants of Awards to Directors or Employees
who are also Officers or Directors of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated
by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws and to permit such grants
and related transactions under the Plan to be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3. Once
appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board.


 



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(ii) Administration
With Respect to Consultants and Other Employees. With respect to grants of Awards to Employees or Consultants who are
neither Directors nor Officers of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated
by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws. Once appointed, such
Committee shall continue to serve in its designated capacity until otherwise directed by the Board. The Board may
authorize one or more Officers to grant such Awards and may limit such authority as the Board determines from time to
time.


 


(iii)
Administration With Respect to Covered Employees. Notwithstanding the foregoing, as of and after the date that the
exemption for the Plan under Section 162(m) of the Code expires, as set forth in Section 18 below, grants of Awards to any Covered
Employee intended to qualify as Performance-Based Compensation shall be made only by a Committee (or subcommittee of a Committee)
that is comprised solely of two or more Directors eligible to serve on a committee making Awards qualifying as Performance-Based
Compensation. In the case of such Awards granted to Covered Employees, references to the “Administrator” or
to a “Committee” shall be deemed to be references to such Committee or subcommittee.


 


(iv)
Administration Errors. In the event an Award is granted in a manner inconsistent with the provisions of this subsection
(a), such Award shall be presumptively valid as of its grant date to the extent permitted by the Applicable Laws.


 


(b)
Powers of the Administrator. Subject to Applicable Laws and the provisions of the Plan (including any other powers
given to the Administrator hereunder), and except as otherwise provided by the Board, the Administrator shall have the authority,
in its discretion:


 


(i)
to select the Employees, Directors and Consultants to whom Awards may be granted from time to time hereunder;


 


(ii)
to determine whether and to what extent Awards are granted hereunder;


 


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


 


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


 


(v)
to determine the terms and conditions of any Award granted hereunder;


 


(vi)
to amend the terms of any outstanding Award granted under the Plan, provided that


 


(A)
any amendment that would adversely affect the Grantee’s rights under an outstanding Award shall not be made without the
Grantee’s written consent, provided, however, that an amendment or modification that may cause an Incentive
Stock Option to become a Non-Qualified Stock Option shall not be treated as adversely affecting the rights of the Grantee;


 



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(B)
The reduction of the exercise price of any Option awarded under the Plan and the base appreciation amount of any SAR awarded under
the Plan shall not be subject to shareholder approval; and


 


(C)
canceling an Option or SAR at a time when its exercise price or base appreciation amount (as applicable) exceeds the Fair Market
Value of the underlying Shares, in exchange for another Option, SAR, Restricted Stock, or other Award or for cash shall not be
subject to stockholder approval, unless the cancellation and exchange occurs in connection with a Corporate Transaction. Notwithstanding
the foregoing, canceling an Option or SAR in exchange for another Option, SAR, Restricted Stock, or other Award or for cash with
an exercise price, purchase price or base appreciation amount (as applicable) that is equal to or greater than the exercise price
or base appreciation amount (as applicable) of the original Option or SAR shall not be subject to shareholder approval;


 


(vii)
to construe and interpret the terms of the Plan and Awards, including without limitation, any notice of award or Award Agreement,
granted pursuant to the Plan;


 


(viii)
to grant Awards to Employees, Directors and Consultants employed outside the United States on such terms and conditions different
from those specified in the Plan as may, in the judgment of the Administrator, be necessary or desirable to further the purpose
of the Plan; and


 


(ix)
to take such other action, not inconsistent with the terms of the Plan, as the Administrator deems appropriate.


 


The
express grant in the Plan of any specific power to the Administrator shall not be construed as limiting any power or authority
of the Administrator; provided that the Administrator may not exercise any right or power reserved to the Board. Any decision
made, or action taken, by the Administrator or in connection with the administration of this Plan shall be final, conclusive and
binding on all persons having an interest in the Plan.


 


(c) Indemnification.
In addition to such other rights of indemnification as they may have as members of the Board or as Officers or Employees of
the Company or a Related Entity, members of the Board and any Officers or Employees of the Company or a Related Entity to
whom authority to act for the Board, the Administrator or the Company is delegated shall be defended and indemnified by the
Company to the extent permitted by law on an after-tax basis against all reasonable expenses, including
attorneys’ fees, actually and necessarily incurred in connection with the defense of any claim, investigation, action,
suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any
action taken or failure to act under or in connection with the Plan, or any Award granted hereunder, and against all amounts
paid by them in settlement thereof (provided such settlement is approved by the Company) or paid by them in satisfaction of a
judgment in any such claim, investigation, action, suit or proceeding, except in relation to matters as to which it shall be
adjudged in such claim, investigation, action, suit or proceeding that such person is liable for gross negligence, bad faith
or intentional misconduct; provided, however, that within thirty (30) days after the institution of such claim,
investigation, action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at the
Company’s expense to defend the same.


 



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5.
Eligibility. Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants. Incentive
Stock Options may be granted only to Employees of the Company or a Parent or a Subsidiary of the Company. An Employee, Director
or Consultant, who has been granted an Award may, if otherwise eligible, be granted additional Awards. Awards may be granted to
such Employees, Directors or Consultants who are residing in non-U.S. jurisdictions as the Administrator may determine from time
to time.


 


6.
Terms and Conditions of Awards.


 


(a) Types
of Awards. The Administrator is authorized under the Plan to award any type of arrangement to an Employee, Director
or Consultant that is not inconsistent with the provisions of the Plan and that by its terms involves or might involve the
issuance of (i) Shares, (ii) cash, (iii) an Option, (iv) a SAR, or (v) a similar right with a fixed or variable price
related to the Fair Market Value of the Shares and with an exercise or conversion privilege related to the passage of time,
the occurrence of one or more events, or the satisfaction of performance criteria or other conditions. Such awards include,
without limitation, Options, SARs, sales or bonuses of Restricted Stock, Restricted Stock Units or Dividend Equivalent
Rights, and an Award may consist of one such security or benefit, or two or more of them in any combination or
alternative.


 


(b)
Designation of Award. Each Award shall be designated in the Award Agreement. In the case of an Option, the Option
shall be designated as either an Incentive Stock Option or a Non-Qualified Stock Option. However, notwithstanding such designation,
an Option will qualify as an Incentive Stock Option under the Code only to the extent the $100,000 limitation of Section 422(d)
of the Code is not exceeded. The $100,000 limitation of Section 422(d) of the Code is calculated based on the aggregate Fair Market
Value of the Shares subject to Options designated as Incentive Stock Options that become exercisable for the first time by a Grantee
during any calendar year (under all plans of the Company or any Parent or Subsidiary of the Company). For purposes of this calculation,
Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the
Shares shall be determined as of the grant date of the relevant Option. In the event that the Code or the regulations promulgated
thereunder are amended after the date the Plan becomes effective to provide for a different limit on the Fair Market Value of
Shares permitted to be subject to Incentive Stock Options, then such different limit will be automatically incorporated herein
and will apply to any Options granted after the effective date of such amendment.


 



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(c) Conditions
of Award. Subject to the terms of the Plan, the Administrator shall determine the provisions, terms, and conditions
of each Award including, but not limited to, the Award vesting schedule, repurchase provisions, rights of first refusal,
forfeiture provisions, form of payment (cash, Shares, or other consideration) upon settlement of the Award, payment
contingencies, and satisfaction of any performance criteria. The performance criteria established by the Administrator may be
based on any one of, or combination of, the following: (i) increase in share price, (ii) earnings per share, (iii) total
shareholder return, (iv) operating margin, (v) gross margin, (vi) return on equity, (vii) return on assets, (viii) return on
investment, (ix) operating income, (x) net operating income, (xi) pre-tax profit, (xii) cash flow, (xiii) revenue, (xiv)
expenses, (xv) earnings before interest, taxes and depreciation, (xvi) economic value added and (xvii) market share. The
performance criteria may be applicable to the Company, Related Entities and/or any individual business units of the Company
or any Related Entity. Partial achievement of the specified criteria may result in a payment or vesting corresponding to the
degree of achievement as specified in the Award Agreement. In addition, the performance criteria shall be calculated in
accordance with generally accepted accounting principles, but excluding the effect (whether positive or negative) of any
change in accounting standards and any extraordinary, unusual or nonrecurring item, as determined by the Administrator,
occurring after the establishment of the performance criteria applicable to the Award intended to be performance-based
compensation. Each such adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period
to period for the calculation of performance criteria in order to prevent the dilution or enlargement of the Grantee’s
rights with respect to an Award intended to be performance-based compensation.


 


(d)
Acquisitions and Other Transactions. The Administrator may issue Awards under the Plan in settlement, assumption
or substitution for, outstanding awards or obligations to grant future awards in connection with the Company or a Related Entity
acquiring another entity, an interest in another entity or an additional interest in a Related Entity whether by merger, stock
purchase, asset purchase or other form of transaction.


 


(e)
Deferral of Award Payment. The Administrator may establish one or more programs under the Plan to permit selected
Grantees the opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria,
or other event that absent the election would entitle the Grantee to payment or receipt of Shares or other consideration under
an Award. The Administrator may establish the election procedures, the timing of such elections, the mechanisms for payments of,
and accrual of interest or other earnings, if any, on amounts, Shares or other consideration so deferred, and such other terms,
conditions, rules and procedures that the Administrator deems advisable for the administration of any such deferral program.


 


(f)
Separate Programs. The Administrator may establish one or more separate programs under the Plan for the purpose
of issuing particular forms of Awards to one or more classes of Grantees on such terms and conditions as determined by the Administrator
from time to time.


 


(g)
Individual Limitations on Awards.


 


(i) Individual
Limit for Options and SARs. Following the date that the exemption from application of Section 162(m) of the Code
described in Section 18 (or any exemption having similar effect) ceases to apply to Awards, the maximum number of
Shares with respect to which Options and SARs may be granted to any Grantee in any calendar year shall be 50,000 Shares.
In connection with a Grantee’s commencement of Continuous Service, a Grantee may be granted Options and SARs for up to
an additional 50,000 Shares that shall not count against the limit set forth in the previous sentence. The foregoing
limitations shall be adjusted proportionately in connection with any change in the Company’s capitalization pursuant to Section
10, below. To the extent required by Section 162(m) of the Code or the regulations thereunder, in applying the foregoing
limitations with respect to a Grantee, if any Option or SAR is canceled, the canceled Option or SAR shall continue to count
against the maximum number of Shares with respect to which Options and SARs may be granted to the Grantee. For this purpose,
the repricing of an Option (or in the case of a SAR, the base amount on which the stock appreciation is calculated is reduced
to reflect a reduction in the Fair Market Value of the Common Stock) shall be treated as the cancellation of the existing
Option or SAR and the grant of a new Option or SAR.


 



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(ii)
Individual Limit for Restricted Stock and Restricted Stock Units. Following the date that the exemption from application
of Section 162(m) of the Code described in Section 18 (or any exemption having similar effect) ceases to apply to Awards,
for awards of Restricted Stock and Restricted Stock Units that are intended to be Performance-Based Compensation, the maximum
number of Shares with respect to which such Awards may be granted to any Grantee in any calendar year shall be 50,000 Shares.
The foregoing limitation shall be adjusted proportionately in connection with any change in the Company’s capitalization
pursuant to Section 10.


 


(h)
Deferral. If the vesting or receipt of Shares under an Award is deferred to a later date, any amount (whether denominated
in Shares or cash) paid in addition to the original number of Shares subject to such Award will not be treated as an increase
in the number of Shares subject to the Award if the additional amount is based either on a reasonable rate of interest or on one
or more predetermined actual investments such that the amount payable by the Company at the later date will be based on the actual
rate of return of a specific investment (including any decrease as well as any increase in the value of an investment).


 


(i)
Early Exercise. The Award Agreement may, but need not, include a provision whereby the Grantee may elect at any
time while an Employee, Director or Consultant to exercise any part or all of the Award prior to full vesting of the Award. Any
unvested Shares received pursuant to such exercise may be subject to a repurchase right in favor of the Company or a Related Entity
or to any other restriction the Administrator determines to be appropriate.


 


(j)
Term of Award. The term of each Award shall be the term stated in the Award Agreement, provided, however, that the
term of an Award shall be no more than ten (10) years from the date of grant thereof. However, in the case of an Incentive Stock
Option granted to a Grantee who, at the time the 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 of the Company, the term of the Incentive Stock
Option shall be five (5) years from the date of grant thereof or such shorter term as may be provided in the Award Agreement.
Notwithstanding the foregoing, the specified term of any Award shall not include any period for which the Grantee has elected
to defer the receipt of the Shares or cash issuable pursuant to the Award.


 


(k) Transferability
of Awards. Incentive Stock Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in
any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the
Grantee, only by the Grantee. Other Awards shall be transferable (i) by will and by the laws of descent and distribution and
(ii) during the lifetime of the Grantee, to the extent and in the manner authorized by the Administrator but only to the
extent such transfers are made to family members, to family trusts, to family controlled entities, to charitable
organizations, and pursuant to domestic relations orders or agreements, in all cases without payment for such transfers to
the Grantee. Notwithstanding the foregoing, the Grantee may designate one or more beneficiaries of the Grantee’s Award
in the event of the Grantee’s death on a beneficiary designation form provided by the Administrator.


 



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(l)
Time of Granting Awards. The date of grant of an Award shall for all purposes be the date on which the Administrator
makes the determination to grant such Award, or such other later date as is determined by the Administrator.


 


7.
Award Exercise or Purchase Price, Consideration
and Taxes.


 


(a)
Exercise or Purchase Price. The exercise or purchase price, if any, for an Award shall be as follows:


 


(i)
In the case of an Incentive Stock Option:


 


(A)
granted to an Employee who, at the time of the grant of such Incentive Stock Option 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 of the Company, the per Share exercise
price shall be not less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant; or


 


(B)
granted to any Employee other than an Employee described in the preceding paragraph, the per Share exercise price shall be not
less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.


 


(ii)
In the case of a Non-Qualified Stock Option, the per Share exercise price shall be not less than one hundred percent (100%) of
the Fair Market Value per Share on the date of grant.


 


(iii)
In the case of Awards intended to qualify as Performance-Based Compensation, the exercise or purchase price, if any, shall be
not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.


 


(iv)
In the case of SARs, the base appreciation amount shall not be less than one hundred percent (100%) of the Fair Market Value per
Share on the date of grant.


 


(v)
In the case of other Awards, such price as is determined by the Administrator.


 


(vi)
Notwithstanding the foregoing provisions of this Section 7(a), in the case of an Award issued pursuant to Section
6(d), above, the exercise or purchase price for the Award shall be determined in accordance with the provisions of the
relevant instrument evidencing the agreement to issue such Award.


 



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(b) Consideration. Subject to Applicable
Laws, the consideration to be paid for the Shares to be issued upon exercise or purchase of an Award including the method of
payment shall be determined by the Administrator. In addition to any other types of consideration the Administrator may
determine, the Administrator is authorized to accept as consideration for Shares issued under the Plan, the
following:


 


(i)
cash;


 


(ii)
check;


 


(iii)
surrender of Shares, or delivery of a properly executed form of attestation of ownership of Shares as the Administrator may require,
that have a Fair Market Value on the date of surrender or attestation equal to the aggregate exercise price of the Shares as to
which said Award shall be exercised;


 


(iv)
with respect to Options, if the exercise occurs on or after the Registration Date, payment through a broker-dealer sale and remittance
procedure pursuant to which the Grantee (A) shall provide written instructions to a Company designated brokerage firm to effect
the immediate sale of some or all of the purchased Shares and remit to the Company sufficient funds to cover the aggregate exercise
price payable for the purchased Shares and (B) shall provide written directives to the Company to deliver the certificates for
the purchased Shares directly to such brokerage firm in order to complete the sale transaction;


 


(v)
with respect to Options, payment through a “net exercise” such that, without the payment of any funds, the
Grantee may exercise the Option and receive the net number of Shares equal to (i) the number of Shares as to which the Option
is being exercised, multiplied by (ii) a fraction, the numerator of which is the Fair Market Value per Share (on such date as
is determined by the Administrator) less the exercise price per Share, and the denominator of which is such Fair Market Value
per Share (the number of net Shares to be received shall be rounded down to the nearest whole number of Shares); or


 


(vi)
any combination of the foregoing methods of payment.


 


The
Administrator may at any time or from time to time, by adoption of or by amendment to the standard forms of Award Agreement described
in Section 4(b) (iv), or by other means, grant Awards that do not permit all of the foregoing forms of consideration to
be used in payment for the Shares or that otherwise restrict one or more forms of consideration.


 


(c)
Taxes. No Shares shall be delivered under the Plan to any Grantee or other person until such Grantee or other person
has made arrangements acceptable to the Administrator for the satisfaction of any non-U.S., federal, state, or local income and
employment tax withholding obligations, including, without limitation, obligations incident to the receipt of Shares. Upon exercise
or vesting of an Award the Company shall withhold or collect from the Grantee an amount sufficient to satisfy such tax obligations,
including, but not limited to, by surrender of the whole number of Shares covered by the Award sufficient to satisfy the minimum
applicable tax withholding obligations incident to the exercise or vesting of an Award (reduced to the lowest whole number of
Shares if such number of Shares withheld would result in withholding a fractional Share with any remaining tax withholding settled
in cash).


 



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8.
Exercise of Award.


 


(a)
Procedure for Exercise; Rights as a Shareholder.


 


(i)
Any Award granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator under
the terms of the Plan and specified in the Award Agreement.


 


(ii)
An Award shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with
the terms of the Award by the person entitled to exercise the Award and full payment for the Shares with respect to which the
Award is exercised has been made, including, to the extent selected, use of the broker-dealer sale and remittance procedure to
pay the purchase price as provided in Section 7(b) (iv).


 


(b)
Exercise of Award Following Termination of Continuous Service. In the event of termination of a Grantee’s
Continuous Service for any reason other than Disability, death for Cause or voluntarily by Grantee (but not in the event of a
Grantee’s change of status from Employee to Consultant or from Consultant to Employee), such Grantee may, but only during
the post-termination exercise period (but in no event later than the expiration date of the term of such Award as set forth in
the Award Agreement), exercise the portion of the Grantee’s Award that was vested at the date of such termination or such
other portion of the Grantee’s Award as may be determined by the Administrator. In the event of termination of a Grantee’s
Continuous Service for Cause or voluntarily, the Grantee’s right to exercise the Award shall terminate concurrently with
the termination of Grantee’s Continuous Service, provided however, that in the event of termination of a Grantee’s
Continuous Service voluntarily, the Administrator shall have the discretion to allow the Grantee to exercise such portion of the
Grantee’s Award that was vested at the date of such termination or such other portion of the Grantee’s award as may
be determined by the Administrator. In the event of a Grantee’s change of status from Employee to Consultant, an Employee’s
Incentive Stock Option shall convert automatically to a Non-Qualified Stock Option on the day three months and one day following
such change of status. To the extent that the Grantee’s Award was unvested at the date of termination, or if the Grantee
does not exercise the vested portion of the Grantee’s Award within the post-termination exercise period, the Award shall
terminate.


 


(c)
Disability of Grantee. In the event of termination of a Grantee’s Continuous Service as a result of his or
her Disability, such Grantee may, but only within six months from the date of such termination (or such longer period as specified
in the Award Agreement but in no event later than the expiration date of the term of such Award as set forth in the Award Agreement),
exercise the portion of the Grantee’s Award that was vested at the date of such termination; provided, however, that if
such Disability is not a “disability” as such term is defined in Section 22(e)(3) of the Code, in the case
of an Incentive Stock Option such Incentive Stock Option shall automatically convert to a Non-Qualified Stock Option on the day
three months and one day following such termination. To the extent that the Grantee’s Award was unvested at the date of
termination, or if Grantee does not exercise the vested portion of the Grantee’s Award within the time specified herein,
the Award shall terminate.





 



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(d)
Death of Grantee. In the event of a termination of the Grantee’s Continuous Service as a result of his or
her death, or in the event of the death of the Grantee during the post-termination exercise period or during the six month period
following the Grantee’s termination of Continuous Service as a result of his or her Disability, the Grantee’s estate
or a person who acquired the right to exercise the Award by bequest or inheritance may exercise the portion of the Grantee’s
Award that was vested as of the date of termination, within six months from the date of death (or such longer period as specified
in the Award Agreement but in no event later than the expiration of the term of such Award as set forth in the Award Agreement).
To the extent that, at the time of death, the Grantee’s Award was unvested, or if the Grantee’s estate or a person
who acquired the right to exercise the Award by bequest or inheritance does not exercise the vested portion of the Grantee’s
Award within the time specified herein, the Award shall terminate.


 


(e)
Extension if Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of an Award within the applicable
time periods set forth in this Section 8 is prevented by the provisions of Section 9 below, the Award shall remain
exercisable until one month after the date the Grantee is notified by the Company that the Award is exercisable, but in any event
no later than the expiration of the term of such Award as set forth in the Award Agreement and only in a manner and to the extent
permitted under Code Section 409A.


 


(f)
Shareholders’ Agreement. Upon exercise of an Award involving the issuance of Shares or receipt of an Award
consisting of Restricted Shares, the Grantee shall, as a condition thereof, execute a joinder to the Shareholders’ Agreement,
if any, in form and substance prescribed by the Administrator.


 


(g) Repurchase
of Shares Following Termination of Employment or Board Service. If the Grantee is an Employee, Officer or Director of
the Company, then, upon termination of employment or the cessation of service, for any reason whatsoever, the Company shall
have the option to repurchase from the Grantee, any Shares vested under an Award or issued upon exercise of a vested
Option (the “Repurchase Right”). The Repurchase Right shall be exercisable by the Company for a period of
ninety (90) days from the date of termination of employment or cessation of service, by written notice from the Company to
the Grantee. In the event the Company exercises the Repurchase Right, the purchase price for Shares repurchased shall be
eighty-five percent (85%) of the last price at which Shares were sold to a third party purchaser prior to the date of
termination of employment or cessation of service. The closing of the Share repurchase shall be occur at a mutually agreeable
time, but in no event later than thirty (30) days of the giving of notice by the Company of its exercise of the Repurchase
Right, at which time the Company shall pay the purchase price by wire transfer in immediately available funds and the Grantee
shall deliver the certificate or certificates evidencing the Shares duly endorsed for transfer. The Repurchase Right shall
terminate upon the Company being subject to the reporting requirements of Sections 13 or 15 (d) of the Exchange
Act.


 



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9.
Conditions upon Issuance of Shares.


 


(a)
If at any time the Administrator determines that the delivery of Shares pursuant to the exercise, vesting or any other
provision of an Award is or may be unlawful under Applicable Laws, the vesting or right to exercise an Award or to otherwise
receive Shares pursuant to the terms of an Award shall be suspended until the Administrator determines that such delivery is
lawful and shall be further subject to the approval of counsel for the Company with respect to such compliance. The Company
shall have no obligation to effect any registration or qualification of the Shares under the Securities Act or applicable
state securities laws.


 


(b)
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 by any Applicable
Laws.


 


10.
Adjustments upon Changes in Capitalization. Subject to any required action by the shareholders of the Company and
Section 11 hereof, the number of Shares covered by each outstanding Award, and the number of Shares that have been authorized
for issuance under the Plan but as to which no Awards have yet been granted or that have been returned to the Plan, the exercise
or purchase price of each such outstanding Award, the maximum number of Shares with respect to which Awards may be granted to
any Grantee in any calendar year, as well as any other terms that the Administrator determines require adjustment shall be proportionately
adjusted for (i) any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock
dividend, recapitalization, combination or reclassification of the Shares, or similar transaction affecting the Shares, (ii) any
other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, or (iii) any
other transaction with respect to Common Stock including a corporate merger, consolidation, acquisition of property or stock,
separation (including a spin-off or other distribution of stock or property), reorganization, liquidation (whether partial or
complete) or any similar transaction; provided, however that conversion of any convertible securities of the Company
shall not be deemed to have been “effected without receipt of consideration.” In the event of any distribution
of cash or other assets to stockholders other than a normal cash dividend, the Administrator shall also make such adjustments
as provided in this Section 10 or substitute, exchange or grant Awards to effect such adjustments (collectively, “adjustments”).
Any such adjustments to outstanding Awards will be effected in a manner that precludes the enlargement of rights and benefits
under such Awards. In connection with the foregoing adjustments, the Administrator may, in its discretion, prohibit the exercise
of Awards or other issuance of Shares, cash or other consideration pursuant to Awards during certain periods of time. Except as
the Administrator determines, no issuance by the Company of shares of any class, or securities convertible into shares of any
class, shall affect, and no adjustment by reason hereof shall be made with respect to, the number or price of Shares subject to
an Award.


 


11.
Corporate Transactions and Changes in Control.


 


(a)
Termination of Award to Extent Not Assumed in Corporate Transaction. Effective upon the consummation of a Corporate
Transaction, all outstanding Awards under the Plan shall terminate. However, all such Awards shall not terminate to the extent
they are assumed in connection with the Corporate Transaction.





 



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(b)
Acceleration of Award upon Corporate Transaction or Change in Control. The Administrator shall have the authority,
exercisable either in advance of any actual or anticipated Corporate Transaction or Change in Control or at the time of an actual
Corporate Transaction or Change in Control and exercisable at the time of the grant of an Award under the Plan or any time while
an Award remains outstanding, to provide for the full or partial automatic vesting and exercisability of one or more outstanding
unvested Awards under the Plan and the release from restrictions on transfer and repurchase or forfeiture rights of such Awards
in connection with a Corporate Transaction or Change in Control, on such terms and conditions as the Administrator may specify.
The Administrator also shall have the authority to condition any such Award vesting and exercisability or release from such limitations
upon the subsequent termination of the Continuous Service of the Grantee within a specified period following the effective date
of the Corporate Transaction or Change in Control. The Administrator may provide that any Awards so vested or released from such
limitations in connection with a Change in Control, shall remain fully exercisable until the expiration or sooner termination
of the Award.


 


(c)
Effect of Acceleration on Incentive Stock Options. Any Incentive Stock Option accelerated under this Section
11 in connection with a Corporate Transaction or Change in Control shall remain exercisable as an Incentive Stock Option under
the Code only to the extent the $100,000 dollar limitation of Section 422(d) of the Code is not exceeded.


 


12.
Effective Date and Term of Plan. The Plan shall become effective upon the earlier to occur of its adoption by the
Board or its approval by the shareholders of the Company. It shall continue in effect for a term of ten years unless sooner terminated.
Subject to Section 17, below, and Applicable Laws, Awards may be granted under the Plan upon its becoming effective.


 


13.
Amendment, Suspension or Termination of the
Plan.


 


(a)
The Board may at any time amend, suspend or terminate the Plan; provided, however, that no such amendment shall be made without
the approval of the Company’s shareholders to the extent such approval is required by Applicable Laws.


 


(b)
No Award may be granted during any suspension of the Plan or after termination of the Plan.


 


(c)
No suspension or termination of the Plan (including termination of the Plan under Section 11, above) shall adversely affect
any rights under Awards already granted to a Grantee.


 


14.
Reservation of Shares.


 


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


 


(b)
The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by
the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the
Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall
not have been obtained.


 



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15.
No Effect on Terms of Employment/Consulting Relationship. The Plan shall not confer upon any Grantee any right with
respect to the Grantee’s Continuous Service, nor shall it interfere in any way with his or her right or the right of the
Company or any Related Entity to terminate the Grantee’s Continuous Service at any time, with or without cause, including,
but not limited to, Cause, and with or without notice. The ability of the Company or any Related Entity to terminate the employment
of a Grantee who is employed at will is in no way affected by its determination that the Grantee’s Continuous Service has
been terminated for Cause for the purposes of this Plan.


 


16.
No Effect on Retirement and Other Benefit Plans. Except as specifically provided in a retirement or other benefit
plan of the Company or a Related Entity, Awards shall not be deemed compensation for purposes of computing benefits or contributions
under any retirement plan of the Company or a Related Entity, and shall not affect any benefits under any other benefit plan of
any kind or any benefit plan subsequently instituted under which the availability or amount of benefits is related to level of
compensation. The Plan is not a “Pension Plan” or “Welfare Plan” under the Employee Retirement Income
Security Act of 1974, as amended.


 


17. Shareholder
Approval. The grant of Incentive Stock Options under the Plan shall be subject to approval of the Plan by the
shareholders of the Company within twelve (12) months before or after the date the Plan is adopted excluding Incentive
Stock Options issued in substitution for outstanding Incentive Stock Options pursuant to Section 424(a) of the Code. Such
stockholder approval shall be obtained in the degree and manner required under Applicable Laws. The Administrator may grant
Incentive Stock Options under the Plan prior to approval by the stockholders, but until such approval is obtained, no such
Incentive Stock Option shall be exercisable. In the event that stockholder approval is not obtained within the twelve (12)
month period provided above, all Incentive Stock Options previously granted under the Plan shall be exercisable as
Non-Qualified Stock Options.


 


18. Effect
of Section 162(m) of the Code. Section 162(m) of the Code does not apply to the Plan prior to the Registration Date.
Following the Registration Date, the Plan, and all Awards issued thereunder, are intended to be exempt from the
application of Section 162(m) of the Code, which restricts under certain circumstances the Federal income tax deduction for
compensation paid by a public company to named executives in excess of $1.0 million per year. The exemption is based on
Treasury Regulation Section 1.162-27 (f), in the form existing on the effective date of the Plan, with the understanding that
such regulation generally exempts from the application of Section 162(m) of the Code compensation paid pursuant to a plan
that existed before a company becomes publicly held. Under such Treasury Regulation, this exemption is available to the Plan
for the duration of the period that lasts until the earlier of (i) the expiration of the Plan, (ii) the material modification
of the Plan, (iii) the exhaustion of the maximum number of shares of Common Stock available for Awards under the Plan, as set
forth in Section 3(a), (iv) the first meeting of stockholders at which directors are to be elected that occurs after
the close of the third calendar year following the calendar year in which the Company first becomes subject to the reporting
obligations of Section 12 of the Exchange Act, or (v) such other date required by Section 162(m) of the Code and the rules
and regulations promulgated thereunder. To the extent that the Administrator determines as of the date of grant of an Award
that (i) the Award is intended to qualify as Performance-Based Compensation and (ii) the exemption described above is no
longer available with respect to such Award, such Award shall not be effective until any stockholder approval required under
Section 162(m) of the Code has been obtained.


 



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19.
Unfunded Obligation. Grantees shall have the status of general unsecured creditors of the Company. Any amounts payable
to Grantees pursuant to the Plan shall be unfunded and unsecured obligations for all purposes, including, without limitation,
Title I of the Employee Retirement Income Security Act of 1974, as amended. Neither the Company nor any Related Entity shall be
required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect
to such obligations. The Company shall retain at all times beneficial ownership of any investments, including trust investments,
which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any
trust or any Grantee account shall not create or constitute a trust or fiduciary relationship between the Administrator, the Company
or any Related Entity and a Grantee, or otherwise create any vested or beneficial interest in any Grantee or the Grantee’s
creditors in any assets of the Company or a Related Entity. The Grantees shall have no claim against the Company or any Related
Entity for any changes in the value of any assets that may be invested or reinvested by the Company with respect to the Plan.


 


20.
Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or
interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural
and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the
context clearly requires otherwise.


 


21.
Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board, the submission of the Plan to the shareholders
of the Company for approval, nor any provision of the Plan will be construed as creating any limitations on the power of the Board
to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of Awards
otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.


 



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