Exhibit 4.1


 


QPAGOS


 


2018 Stock Incentive Plan 


 


1.
Establishment and Purpose.



 


The purpose of the
QPAGOS 2018 Stock Incentive Plan (the “Plan”) is to promote the interests of the Company and the stockholders of the
Company by providing directors, officers, employees and consultants of the Company with appropriate incentives and rewards to encourage
them to enter into and continue in the employ or service of the Company, to acquire a proprietary interest in the long-term success
of the Company and to reward the performance of individuals in fulfilling long-term corporate objectives.


 


2.
Administration of the Plan.



 


The Plan shall be administered
by the Board of Directors or a Committee appointed by the Board of Directors (the “Plan Administrator”). The Plan Administrator
shall have the authority, in its sole discretion, subject to and not inconsistent with the express terms and provisions of the
Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or
necessary or advisable in the administration of the Plan, including, without limitation, the authority to grant Awards; to determine
the persons to whom and the time or times at which Awards shall be granted; to determine the type and number of Awards to be granted
(including whether an Option granted is an Incentive Stock Option or a Nonqualified Stock Option); to determine the number of shares
of stock to which an Award may relate and the terms, conditions, restrictions and performance criteria, if any, relating to any
Award; to determine whether, to what extent, and under what circumstances an Award may be settled, cancelled, forfeited, exchanged
or surrendered; to make adjustments in the performance goals that may be required for any award in recognition of unusual or nonrecurring
events affecting the Company or the financial statements of the Company (to the extent not inconsistent with Section 162(m) of
the Code, if applicable), or in response to changes in applicable laws, regulations, or accounting principles; to construe and
interpret the Plan and any Award; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the
terms and provisions of Agreements; and to make all other determinations deemed necessary or advisable for the administration of
the Plan.


 


The Plan Administrator
may, in its absolute discretion, without amendment to the Plan, (a) accelerate the date on which any Option granted under the Plan
becomes exercisable, waive or amend the operation of Plan provisions respecting exercise after termination of employment or otherwise
adjust any of the terms of such Option, and (b) accelerate the vesting date, or waive any condition imposed hereunder, with respect
to any share of Restricted Stock, or other Award or otherwise adjust any of the terms applicable to any such Award. Notwithstanding
the foregoing, and subject to Sections 4(c) and 4(d), neither the Board of Directors, the Plan Administrator nor their respective
delegates shall have the authority to re-price (or cancel and/or re-grant) any Option, Stock Appreciation Right or, if applicable,
other Award at a lower exercise, base or purchase price without first obtaining the approval of our stockholders.


 


Subject to Section
162(m) of the Code and except as required by Rule 16b-3 with respect to grants of Awards to individuals who are subject to Section
16 of the Exchange Act, or as otherwise required for compliance with Rule 16b-3 or other applicable law, the Plan Administrator
may delegate all or any part of its authority under the Plan to an employee, employees or committee of employees.


 


Subject to Section
162(m) of the Code and Section 16 of the Exchange Act, to the extent the Plan Administrator deems it necessary, appropriate or
desirable to comply with foreign law or practices and to further the purpose of the Plan, the Plan Administrator may, without amending
this Plan, establish special rules applicable to Awards granted to Participants who are foreign nationals, are employed outside
the United States, or both, including rules that differ from those set forth in the Plan, and grant Awards to such Participants
in accordance with those rules.


 


All decisions, determinations
and interpretations of the Plan Administrator (or the Board of Directors if the Plan Administrator is a Committee of the Board)
shall be final and binding on all persons with any interest in an Award, including the Company and the Participant (or any person
claiming any rights under the Plan from or through any Participant). No member of the Plan Administrator or the Board of Directors
shall be liable for any action taken or determination made in good faith with respect to the Plan or any Award.


 






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Notwithstanding anything
to the contrary set forth hereinabove, the full extent of the rights and powers of the Plan Administrator shall be set forth herein
or if the Plan Administrator is a Committee of the Board, shall be exclusively determined by the Charter established by the Board
of Directors for such Committee. As such, to the extent the Charter may require the Committee to seek the approval of the Board
of Directors related to any Awards granted hereunder, the Committee shall seek such Board of Directors approval as a condition
for any actions to be taken by it.


 


	 	3.	Definitions.


 


	 	(a)	“Agreement” shall mean the written agreement between the Company and a Participant evidencing an Award.


 


	 	(b)	“Annual Incentive Award” shall mean an Award described in Section 6(g) hereof that is based upon a period of one year or less.


 


	 	(c)	“Award” shall mean any Option, Restricted Stock, Restricted Stock Unit, Stock Bonus award, Stock Appreciation Right, Performance Award, Other Stock-Based Award or Other Cash-Based Award granted pursuant to the terms of the Plan.


 


	 	(d)	“Board of Directors” shall mean the Board of Directors of the Company.


 


	 	(e)	“Cause” shall mean a termination of a Participant’s employment by the Company or any of its Subsidiaries due to (i) the continued failure, after written notice, by such Participant substantially to perform his or her duties with the Company or any of its Subsidiaries (other than any such failure resulting from incapacity due to reasonably documented physical illness or injury or mental illness), (ii) the engagement by such Participant in serious misconduct that causes, or in the good faith judgment of the Board of Directors may cause, harm (financial or otherwise) to the Company or any of its Subsidiaries including, without limitation, the disclosure of material secret or confidential information of the Company or any of its Subsidiaries, or (iii) the material breach by the Participant of any agreement between such Participant, on the one hand, and the Company, on the other hand. Notwithstanding the above, with respect to any Participant who is a party to an employment agreement with the Company, Cause shall have the meaning set forth in such employment agreement.


 


	 	(f)	A “Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:


 


(i)            any
Person is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly
from the Company) representing 30% or more of the Company’s then outstanding securities, excluding any Person who becomes
such a Beneficial Owner in connection with a transaction described in clause (A) of paragraph (iii) below; or


 


(ii)           the
following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on
the Effective Date, constitute the Board of Directors and any new director (other than a director whose initial assumption of office
is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to
the election of directors of the Company) whose appointment or election by the Board of Directors or nomination for election by
the Company’s stockholders was approved or recommended by a vote of at least a two-thirds of the directors then still in
office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously
so approved or recommended; or


 


(iii)          there
is consummated a merger or consolidation of the Company with any other corporation other than (A) a merger or consolidation which
would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof)
at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a re-capitalization
of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities
of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company)
representing 30% or more of the combined voting power of the Company’s then outstanding securities; or


 






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(iv)             the
stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement
for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition
by the Company of all or substantially all of the Company’s assets to an entity at least 75% of the combined voting power
of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of the Company
immediately prior to such sale.


 


	 	(g)	“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder. References in the Plan to specific sections of the Code shall be deemed to include any successor provisions thereto.



 

	 	(h)	“Committee” shall mean, at the discretion of the Board of Directors, a Committee of the Board of Directors, which shall consist of two or more persons, each of whom, unless otherwise determined by the Board of Directors, is an “outside director” within the meaning of Section 162(m) of the Code and a “nonemployee director” within the meaning of Rule 16b-3.


 


	 	(i)	“Company” shall mean QPAGOS, a Nevada corporation, and, where appropriate, each of its Subsidiaries.


 


	 	(j)	“Company Stock” shall mean the common stock of the Company, par value $0.001 per share.


 


	 	(k)	“Disability” shall mean permanent disability as determined pursuant to the Company’s long-term disability plan or policy, in effect at the time of such disability.


 


	 	(l)	“Effective Date” shall mean the date as of which this Plan is adopted by the Board of Directors.


 


	 	(m)	“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


	 	(n)	The “Fair Market Value” of a share of Company Stock, as of a date of determination, shall mean (1) the closing sales price per share of Company Stock on the national securities exchange on which such stock is principally traded on the date of the grant of such Award, or (2) if the shares of Company Stock are not listed or admitted to trading on any such exchange and 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 of Common Stock will be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if no bids and asks were reported on that date, as applicable, on the last trading date such bids and asks were reported), as reported in The Wall Street Journal or such other source as the Plan Administrator deems reliable, or (3) if the shares of Company Stock are not then listed on a national securities exchange or traded in an over-the-counter market or the value of such shares is not otherwise determinable, such value as determined by the Plan Administrator in good faith upon the advice of a qualified valuation expert. In no event shall the fair market value of any share of Company Stock, the Option exercise price of any Option, the appreciation base per share of Company Stock under any Stock Appreciation Right, or the amount payable per share of Company Stock under any other Award, be less than the par value per share of Company Stock.



 

	 	(o)	“Incentive Stock Option” shall mean an Option that is an “incentive stock option” within the meaning of Section 422 of the Code, or any successor provision, and that is designated by the Plan Administrator as an Incentive Stock Option.


 


	 	(p)	“Long Term Incentive Award” shall mean an Award described in Section 6(g) hereof that is based upon a period in excess of one year.


 






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	 	(q)	“Nonemployee Director” shall mean a member of the Board of Directors who is not an employee of the Company.


 


	 	(r)	“Nonqualified Stock Option” shall mean an Option other than an Incentive Stock Option.


 


	 	(s)	“Option” shall mean an option to purchase shares of Company Stock granted pursuant to Section 6(b).


 


	 	(t)	“Other Cash-Based Award” shall mean a right or other interest granted to a Participant pursuant to Section 6(g) hereof other than an Other Stock-Based Award.


 


	 	(u)	
        “Other Stock-Based Award” shall
        mean a right or other interest granted to a Participant, valued in whole or in part by reference to, or otherwise based on, or
        related to, Company Stock pursuant to Section 6(g) hereof, including but not limited to (i) unrestricted Company Stock awarded
        as a bonus or upon the attainment of performance goals or otherwise as permitted under the Plan, and (ii) a right granted to a
        Participant to acquire Company Stock from the Company containing terms and conditions prescribed by the Plan Administrator. 

         

        

	 

                                     
	(v)	“Participant” shall mean an employee, consultant or director of the Company to whom an Award is granted pursuant to the Plan, and, upon the death of the employee, consultant or director, his or her successors, heirs, executors and administrators, as the case may be.



 

	 	(w)	“Performance Award” shall mean an Award granted to a Participant pursuant to Section 6(f) hereof.



 

	 	(x)	“Person” shall have the meaning set forth in Section 3(a)(9) of the Exchange Act, except that such term shall not include (1) the Company, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, or (4) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.


 


	 	(y)	“Restricted Stock” shall mean a share of Company Stock which is granted pursuant to the terms of Section 6(e) hereof.


 


	 	(z)	“Retirement” shall mean, in the case of employees, the termination of employment with the Company (other than for Cause) during or after the calendar year in which a Participant has or will reach (i) age 55 with ten years of service with the Company, or (ii) age 60 with five years of service with the Company. “Retirement” shall mean, in the case of directors, the termination of service with the Company (other than for Cause) during or after the calendar year in which a Participant has or will reach age 75 with five years of service with the Company.


 


	 	(aa)	“Rule 16b-3” shall mean the Rule 16b-3 promulgated under the Exchange Act, as amended from time to time.


 


	 	(bb)	“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.


 


	 	(cc)	“Stock Appreciation Right” shall mean the right, granted to a Participant under Section 6(d), to be paid an amount measured by the appreciation in the Fair Market Value of a share of Company Stock from the date of grant to the date of exercise of the right, with payment to be made in cash and/or a share of Company Stock, as specified in the Award or determined by the Plan Administrator.


 


	 	(dd)	“Stock Bonus” shall mean a bonus payable in shares of Company Stock granted pursuant to Section 6(e) hereof.



 

	 	(ee)	“Subsidiary” shall mean a “subsidiary corporation” within the meaning of Section 424(f) of the Code.


 






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4.                 Stock
Subject to the Plan.


 


(a)                Shares
Available for Awards. The maximum number of shares of Company Stock reserved for issuance under the Plan (all of which may
be granted as Incentive Stock Options) shall be Eight Million (8,000,000) shares. Shares reserved under the Plan may be authorized
but unissued Company Stock or authorized and issued Company Stock held in the Company’s treasury. The Plan Administrator
may direct that any stock certificate evidencing shares issued pursuant to the Plan shall bear a legend setting forth such restrictions
on transferability as may apply to such shares pursuant to the Plan.


 


(b)                Individual
Limitation. To the extent required by Section 162(m) of the Code, the total number of shares of Company Stock subject to Awards
awarded to any one Participant during any tax year of the Company, shall not exceed One Million (1,000,000) shares (subject to
adjustment as provided herein).


 


(c)                Adjustment
for Change in Capitalization. In the event that the Plan Administrator shall determine that any dividend or other distribution
(whether in the form of cash, Company Stock, or other property), recapitalization, Company Stock split, reverse Company Stock split,
reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction
or event, makes an adjustment appropriate in order to prevent dilution or enlargement of the rights of Participants under the Plan,
then the Plan Administrator shall make such equitable changes or adjustments as it deems necessary or appropriate to any or all
of (1) the number and kind of shares of Company Stock which may thereafter be issued in connection with Awards, (2) the number
and kind of shares of Company Stock, securities or other property (including cash) issued or issuable in respect of outstanding
Awards, (3) the exercise price, grant price or purchase price relating to any Award, and (4) the maximum number of shares subject
to Awards which may be awarded to any employee during any tax year of the Company; provided that, with respect to Incentive Stock
Options, any such adjustment shall be made in accordance with Section 424 of the Code; and provided further that, no such adjustment
shall cause any Award hereunder which is or could be subject to Section 409A of the Code to fail to comply with the requirements
of such section.


 


(d)                Reuse
of Shares. Except as set forth below, if any shares subject to an Award are forfeited, cancelled, exchanged or surrendered,
or if an Award terminates or expires without a distribution of shares to the Participant, the shares of stock with respect to such
Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, withholding, termination or expiration, again
be available for Awards under the Plan. Notwithstanding the foregoing, upon the exercise of any Award granted in tandem with any
other Awards, such related Awards shall be cancelled to the extent of the number of shares of Company Stock as to which the Award
is exercised and such number of shares shall no longer be available for Awards under the Plan. In addition, notwithstanding the
forgoing, the shares of stock surrendered or withheld as payment of either the exercise price of an Option (including shares of
stock otherwise underlying an Award of a Stock Appreciation Right that are retained by the Company to account for the appreciation
base of such Stock Appreciation Right) and/or withholding taxes in respect of an Award shall no longer be available for Awards
under the Plan.


 


5.                 Eligibility.


 


The persons who shall
be eligible to receive Awards pursuant to the Plan shall be the individuals the Plan Administrator shall select from time to time,
who are employees (including officers of the Company and its Subsidiaries, whether or not they are directors of the Company or
its Subsidiaries), Nonemployee Directors, and consultants of the Company and its Subsidiaries; provided, that Incentive Stock Options
shall be granted only to employees (including officers and directors who are also employees) of the Company or its Subsidiaries.


 


6.                 Awards
Under the Plan.


 


(a)                Agreement.
The Plan Administrator may grant Awards in such amounts and with such terms and conditions as the Plan Administrator shall determine
in its sole discretion, subject to the terms and provisions of the Plan. Each Award granted under the Plan (except an unconditional
Stock Bonus) shall be evidenced by an Agreement as the Plan Administrator may in its sole discretion deem necessary or desirable
and unless the Plan Administrator determines otherwise, such Agreement must be signed, acknowledged and returned by the Participant
to the Company. Unless the Plan Administrator determines otherwise, any failure by the Participant to sign and return the Agreement
within such period of time following the granting of the Award as the Plan Administrator shall prescribe shall cause such Award
to the Participant to be null and void. By accepting an Award or other benefits under the Plan (including participation in the
Plan), each Participant, shall be conclusively deemed to have indicated acceptance and ratification of, and consent to, all provisions
of the Plan and the Agreement.


 






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(b)                Stock
Options.


 


(i)                Grant
of Stock Options. The Plan Administrator may grant Options under the Plan to purchase shares of Company Stock in such amounts
and subject to such terms and conditions as the Plan Administrator shall from time to time determine in its sole discretion, subject
to the terms and provisions of the Plan. The exercise price of the share purchasable under an Option shall be determined by the
Plan Administrator, but in no event shall the exercise price be less than the Fair Market Value per share on the grant date of
such Option. The date as of which the Plan Administrator adopts a resolution granting an Option shall be considered the day on
which such Option is granted unless such resolution specifies a later date.


 


(ii)               Identification.
Each Option shall be clearly identified in the applicable Agreement as either an Incentive Stock Option or a Nonqualified Stock
Option and shall state the number of shares of Company Stock to which the Option (and/or each type of Option) relates.


 


(c)                Special
Requirements for Incentive Stock Options.


 


(i)                To
the extent that the aggregate Fair Market Value of shares of Company Stock with respect to which Incentive Stock Options are exercisable
for the first time by a Participant during any calendar year under the Plan and any other stock option plan of the Company shall
exceed $100,000, such Options shall be treated as Nonqualified Stock Options. Such Fair Market Value shall be determined as of
the date on which each such Incentive Stock Option is granted.


 


(ii)                No
Incentive Stock Option may be granted to an individual if, at the time of the proposed grant, such individual owns (or is deemed
to own under the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company
unless (A) the exercise price of such Incentive Stock Option is at least 110% of the Fair Market Value of a share of Company Stock
at the time such Incentive Stock Option is granted and (B) such Incentive Stock Option is not exercisable after the expiration
of five years from the date such Incentive Stock Option is granted.


 


(d)                Stock
Appreciation Rights.


 


(i)                The
Plan Administrator may grant a related Stock Appreciation Right in connection with all or any part of an Option granted under the
Plan, either at the time such Option is granted or at any time thereafter prior to the exercise, termination or cancellation of
such Option, and subject to such terms and conditions as the Plan Administrator shall from time to time determine in its sole discretion,
consistent with the terms and provisions of the Plan, provided, however, that in no event shall the appreciation base of the shares
of Company Stock subject to the Stock Appreciation Right be less than the Fair Market Value per share on the grant date of such
Stock Appreciation Right. The holder of a related Stock Appreciation Right shall, subject to the terms and conditions of the Plan
and the applicable Agreement, have the right by exercise thereof to surrender to the Company for cancellation all or a portion
of such related Stock Appreciation Right, but only to the extent that the related Option is then exercisable, and to be paid therefor
an amount equal to the excess (if any) of (i) the aggregate Fair Market Value of the shares of Company Stock subject to the related
Stock Appreciation Right or portion thereof surrendered (determined as of the exercise date), over (ii) the aggregate appreciation
base of the shares of Company Stock subject to the Stock Appreciation Right or portion thereof surrendered. Upon any exercise of
a related Stock Appreciation Right or any portion thereof, the number of shares of Company Stock subject to the related Option
shall be reduced by the number of shares of Company Stock in respect of which such Stock Appreciation Right shall have been exercised.


 






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(ii)                The
Plan Administrator may grant unrelated Stock Appreciation Rights in such amount and subject to such terms and conditions, as the
Plan Administrator shall from time to time determine in its sole discretion, subject to the terms and provisions of the Plan, provided,
however, that in no event shall the appreciation base of the shares of Company Stock subject to the Stock Appreciation Right be
less than the Fair Market Value per share on the grant date of such Stock Appreciation Right. The holder of an unrelated Stock
Appreciation Right shall, subject to the terms and conditions of the Plan and the applicable Agreement, have the right to surrender
to the Company for cancellation all or a portion of such Stock Appreciation Right, but only to the extent that such Stock Appreciation
Right is then exercisable, and to be paid therefor an amount equal to the excess (if any) of (x) the aggregate Fair Market Value
of the shares of Company Stock subject to the Stock Appreciation Right or portion thereof surrendered (determined as of the exercise
date), over (y) the aggregate appreciation base of the shares of Company Stock subject to the Stock Appreciation Right or portion
thereof surrendered.


 


(iii)                The
grant or exercisability of any Stock Appreciation Right shall be subject to such conditions as the Plan Administrator, in its sole
discretion, shall determine.


 


(e)                Restricted
Stock and Stock Bonus.


 


(i)                The
Plan Administrator may grant Restricted Stock awards, alone or in tandem with other Awards under the Plan, subject to such restrictions,
terms and conditions, as the Plan Administrator shall determine in its sole discretion and as shall be evidenced by the applicable
Agreements. The vesting of a Restricted Stock award granted under the Plan may be conditioned upon the completion of a specified
period of employment or service with the Company or any Subsidiary, upon the attainment of specified performance goals, and/or
upon such other criteria as the Plan Administrator may determine in its sole discretion.


 


(ii)               Each
Agreement with respect to a Restricted Stock award shall set forth the amount (if any) to be paid by the Participant with respect
to such Award and when and under what circumstances such payment is required to be made.


 


(iii)              The
Plan Administrator may, upon such terms and conditions as the Plan Administrator determines in its sole discretion, provide that
a certificate or certificates representing the shares underlying a Restricted Stock award shall be registered in the Participant’s
name and bear an appropriate legend specifying that such shares are not transferable and are subject to the provisions of the Plan
and the restrictions, terms and conditions set forth in the applicable Agreement, or that such certificate or certificates shall
be held in escrow by the Company on behalf of the Participant until such shares become vested or are forfeited. Except as provided
in the applicable Agreement, no shares underlying a Restricted Stock award may be assigned, transferred, or otherwise encumbered
or disposed of by the Participant until such shares have vested in accordance with the terms of such Award.


 


(iv)              If
and to the extent that the applicable Agreement may so provide, a Participant shall have the right to vote and receive dividends
on the shares underlying a Restricted Stock award granted under the Plan. Unless otherwise provided in the applicable Agreement,
any stock received as a dividend on or in connection with a stock split of the shares underlying a Restricted Stock award shall
be subject to the same restrictions as the shares underlying such Restricted Stock award.


 


(v)               The
Plan Administrator may grant Stock Bonus awards, alone or in tandem with other Awards under the Plan, subject to such terms and
conditions as the Plan Administrator shall determine in its sole discretion and as may be evidenced by the applicable Agreement.


 


(f)                Performance
Awards.


 


(i)                The
Plan Administrator may grant Performance Awards, alone or in tandem with other Awards under the Plan, to acquire shares of Company
Stock in such amounts and subject to such terms and conditions as the Plan Administrator shall from time to time in its sole discretion
determine, subject to the terms of the Plan. To the extent necessary to satisfy the short-term deferral exception to Section 409A
of the Code, unless the Plan Administrator shall determine otherwise, the Performance Awards shall provide that payment shall be
made within 2 1/2 months after the end of the year in which the Participant has a legally binding vested right to such award.


   



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(ii)                In
the event that the Plan Administrator grants a Performance Award or other Award (other than Nonqualified Stock Option or Incentive
Stock Option or a Stock Appreciation Right) that is intended to constitute qualified performance-based compensation within the
meaning Section 162(m) of the Code, the following rules shall apply (as such rules may be modified by the Plan Administrator to
conform with Section 162(m) of the Code and the Treasury Regulations thereunder as may be in effect from time to time, and any
amendments, revisions or successor provisions thereto): (a) payments under the Performance Award shall be made solely on account
of the attainment of one or more objective performance goals established in writing by the Plan Administrator not later than 90
days after the commencement of the period of service to which the Performance Award relates (but in no event after 25% of the period
of service has elapsed); (b) the performance goal(s) to which the Performance Award relates shall be based on one or more of the
following business criteria applied to the Participant and/or a business unit or the Company and/or a Subsidiary: (1) business
development progress, (2) sales, (3) sales growth, (4) earnings growth, (5) cash flow or cash position, (6) gross margins, (7)
stock price, (8) financings (issuance of debt or equity), (9) market share, (10) total stockholder return, (11) net revenues, (12)
earnings per share of Company Stock; (13) net income (before or after taxes), (14) return on assets, (15) return on sales, (16)
equity or investment, (17) improvement of financial ratings, (18) achievement of balance sheet or income statement objectives,
(19) total stockholder return, (20) earnings from continuing operations; levels of expense, cost or liability, (21) earnings before
all or any interest, taxes, depreciation and/or amortization (“EBIT”, “EBITA” or “EBITDA”),
(22) cost reduction goals, (23) business development goals (including without limitation product launches and other business development-related
opportunities), (24) identification or consummation of investment opportunities or completion of specified projects in accordance
with corporate business plans, including strategic mergers, acquisitions or divestitures, (25) meeting specified market penetration
or value added goals, (26) any combination of, or a specified increase or decrease of one or more of the foregoing over a specified
period, and (27) such other criteria as the stockholders of the Company may approve; in each case as applicable, as determined
in accordance with generally accepted accounting principles; and (c) once granted, the Plan Administrator may not have discretion
to increase the amount payable under such Award, provided, however, that whether or not an Award is intended to constitute qualified
performance-based compensation within the meaning of Section 162(m) of the Code, the Plan Administrator, to the extent provided
by the Plan Administrator at the time the Award is granted or as otherwise permitted under Section 162(m) of the Code, shall have
the authority to make appropriate adjustments in performance goals under an Award to reflect the impact of extraordinary items
not reflected in such goals. For purposes of the Plan, extraordinary items shall be defined as (1) any profit or loss attributable
to acquisitions or dispositions of stock or assets, (2) any changes in accounting standards that may be required or permitted by
the Financial Accounting Standards Board or adopted by the Company after the goal is established, (3) all items of gain, loss or
expense for the year related to restructuring charges for the Company, (4) all items of gain, loss or expense for the year determined
to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business, (5)
all items of gain, loss or expense for the year related to discontinued operations that do not qualify as a segment of a business
as defined in APB Opinion No. 30, and (6) such other items as may be prescribed by Section 162(m) of the Code and the Treasury
Regulations thereunder as may be in effect from time to time, and any amendments, revisions or successor provisions and any changes
thereto. The Plan Administrator shall, prior to making payment under any award under this Section 6(f), certify in writing that
all applicable performance goals have been attained. Notwithstanding anything to the contrary contained in the Plan or in any applicable
Agreement, no dividends or dividend equivalents will be paid with respect to unvested Performance Awards.


 


	 	(g)	Other Stock-Based Award; Cash-Based Award; Restricted Stock Units.



 

	 	(i)	Other Stock-Based Awards; Cash-Based Awards. The Plan Administrator is authorized to grant Awards to Participants in the form of Other Stock-Based Awards or Other Cash-Based Awards, as deemed by the Plan Administrator to be consistent with the purposes of the Plan. To the extent necessary to satisfy the short-term deferral exception to Section 409A of the Code, unless the Plan Administrator shall determine otherwise, the awards shall provide that payment shall be made within 21⁄2 months after the end of the year in which the Participant has a legally binding vested right to such award. With respect to Other Cash-Based Awards intended to qualify as performance based compensation under Section 162(m) of the Code, (i) the maximum value of the aggregate payment that any Participant may receive with respect to any such Other Cash-Based Award shall be in such amounts and subject to such terms and conditions as the Board of Directors or the Plan Administrator shall determine; (ii) the maximum value of the aggregate payment that any Participant may receive with respect to any such Other Cash-Based Award that is a Long-Term Incentive Award is the highest amount paid pursuant to clause (i) above multiplied by a fraction, the numerator of which is the number of months in the performance period and the denominator of which is twelve, and (iii) such additional rules set forth in Section 6(f) applicable to Awards intended to qualify as performance-based compensation under Section 162(m) shall apply. The Plan Administrator may establish such other rules applicable to the Other Stock-Based Awards or Cash-Based Awards to the extent not inconsistent with Section 162(m) of the Code.


  






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(ii) Grant of Restricted Stock
Units. A restricted stock unit (“Restricted Stock Unit”) represents the right to receive from the Company
on the respective scheduled vesting or payment date for such Restricted Stock Unit, one share of Common Stock, or in the Plan Administrator’s
discretion, the payment of cash for each unit in an amount equal to the price of one share of Common Stock. An Award of a Restricted
Stock Unit may be subject to the attainment of specified performance goals or targets, forfeitability provisions and such other
terms and conditions as the Plan Administrator may determine, subject to the provisions of this Plan. At the time an Award of Restricted
Stock Units is made, the Plan Administrator shall establish a period of time during which the restricted stock units shall vest
and the timing for settlement of the Restricted Stock Unit, which shall be set forth in the applicable Restricted Stock Unit award
agreement.


 


(iii) Dividend Equivalent Accounts–Restricted
Stock Units. Subject to the terms and conditions of this Plan and the applicable Restricted Stock Unit award agreement, as
well as any procedures established by the Plan Administrator, prior to the expiration of the applicable vesting period of an Restricted
Stock Unit, the Plan Administrator may determine to pay dividend equivalent rights with respect to Restricted Stock Units, in which
case, the Company shall establish an account for the participant and reflect in that account any securities, cash or other property
comprising any dividend or property distribution with respect to the shares of Common Stock underlying each Restricted Stock Unit.
Each amount or other property credited to any such account shall be subject to the same vesting conditions as the Restricted Stock
Unit to which it relates. The participant shall have the right to be paid the amounts or other property credited to such account
upon vesting of the subject Restricted Stock Unit.


 


(iv) Rights as a Stockholder–Restricted
Stock Units. Subject to the restrictions imposed under the terms and conditions of this Plan and the applicable Restricted
Stock Unit award agreement, each participant receiving Restricted Stock Units shall have no rights as a stockholder with respect
to such Restricted Stock Units until such time as shares of Common Stock are issued to the participant. No shares of Common Stock
shall be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside a fund for the
payment of any such award. Except as otherwise provided in the applicable award agreement, shares of Common Stock issuable under
an Restricted Stock Unit shall be treated as issued on the first date that the holder of the Restricted Stock Unit is no longer
subject to a substantial risk of forfeiture as determined for purposes of Section 409A of the Code, and the holder shall be
the owner of such shares of Common Stock on such date. An award agreement may provide that issuance of shares of Common Stock under
an Restricted Stock Unit may be deferred beyond the first date that the Restricted Stock Unit is no longer subject to a substantial
risk of forfeiture, provided that such deferral is structured in a manner that is intended to comply with the requirements of Section 409A
of the Code. 


 






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(h)                Exercisability
of Awards; Cancellation of Awards in Certain Cases.


 


(i)                Except
as hereinafter provided, each Agreement with respect to an Option or Stock Appreciation Right shall set forth the period during
which and the conditions subject to which the Option or Stock Appreciation Right evidenced thereby shall be exercisable, and each
Agreement with respect to a Restricted Stock award, Stock Bonus award, Performance Award or other Award shall set forth the period
after which and the conditions subject to which amounts underlying such Award shall vest or be deliverable, all such periods and
conditions to be determined by the Plan Administrator in its sole discretion.


 


(ii)              Except
as provided in Section 7(d) hereof, no Option or Stock Appreciation Right may be exercised and no shares of Company Stock underlying
any other Award under the Plan may vest or become deliverable more than ten years after the date of grant (the “Stated Expiration
Date”).


 


(iii)              Except
as provided in Section 7 hereof, no Option or Stock Appreciation Right may be exercised and no shares of common stock underlying
any other Award under the Plan may vest or become deliverable unless the Participant is at such time in the employ (for Participants
who are employees) or service (for Participants who are Nonemployee Directors or consultants) of the Company or a Subsidiary (or
a company, or a parent or subsidiary company of such company, issuing or assuming the relevant right or award in a Change in Control)
and has remained continuously so employed or in service since the relevant date of grant of the Award.


 


(iv)             An
Option or Stock Appreciation Right shall be exercisable by the filing of a written notice of exercise or a notice of exercise in
such other manner with the Company, on such form and in such manner as the Plan Administrator shall in its sole discretion prescribe,
and by payment in accordance with Section 6(i) hereof.


 


(v)              Unless
the applicable Agreement provides otherwise, the “Option exercise date” and the “Stock Appreciation Right exercise
date” shall be the date that the written notice of exercise, together with payment, are received by the Company.


 


(i)                Payment
of Award Price.


 


(i)                Unless
the applicable Agreement provides otherwise or the Plan Administrator in its sole discretion otherwise determines, any written
notice of exercise of an Option or Stock Appreciation Right must be accompanied by payment of the full Option or Stock Appreciation
Right exercise price.


 


(ii)                Payment
of the Option exercise price and of any other payment required by the Agreement to be made pursuant to any other Award shall be
made in any combination of the following: (a) by certified or official bank check payable to the Company (or the equivalent thereof
acceptable to the Plan Administrator), (b) with the consent of the Plan Administrator in its sole discretion, by personal check
(subject to collection) which may in the Plan Administrator’s discretion be deemed conditional, (c) unless otherwise provided
in the applicable Agreement, and as permitted by the Plan Administrator, by delivery of previously-acquired shares of common stock
owned by the Participant having a Fair Market Value (determined as of the Option exercise date, in the case of Options, or other
relevant payment date as determined by the Plan Administrator, in the case of other Awards) equal to the portion of the exercise
price being paid thereby; and/or (d) unless otherwise provided in applicable agreement, and as permitted by the Plan Administrator,
on a net-settlement basis with the Company withholding the amount of common stock sufficient to cover the exercise price and tax
withholding obligation. Payment in accordance with clause (a) of this Section 6(i)(ii) may be deemed to be satisfied, if and to
the extent that the applicable Agreement so provides or the Plan Administrator permits, by delivery to the Company of an assignment
of a sufficient amount of the proceeds from the sale of Company Stock to be acquired pursuant to the Award to pay for all of the
Company Stock to be acquired pursuant to the Award and an authorization to the broker or selling agent to pay that amount to the
Company and to effect such sale at the time of exercise or other delivery of shares of Company Stock.


 






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7.                Termination
of Employment.


 


(a)                Unless
the applicable Agreement provides otherwise or the Plan Administrator in its sole discretion determines otherwise, upon termination
of a Participant’s employment or service with the Company and its Subsidiaries by the Company or its Subsidiary for Cause
(or in the case of a Nonemployee Director upon such Nonemployee Director’s failure to be renominated as Nonemployee Director
of the Company), the portions of outstanding Options and Stock Appreciation Rights granted to such Participant that are exercisable
as of the date of such termination of employment or service shall remain exercisable, and any payment or notice provided for under
the terms of any other outstanding Award as respects the portion thereof that is vested as of the date of such termination of employment
or service, may be given, for a period of thirty (30) days from and including the date of termination of employment or service
(and shall thereafter terminate). All portions of outstanding Options or Stock Appreciation Rights granted to such Participant
which are not exercisable as of the date of such termination of employment or service, and any other outstanding Award which is
not vested as of the date of such termination of employment or service shall terminate upon the date of such termination of employment
or service.


 


(b)                Unless
the applicable Agreement provides otherwise or the Plan Administrator in its sole discretion determines otherwise, upon termination
of the Participant’s employment or service with the Company and its Subsidiaries for any reason other than as described in
subsection (a), (c), (d) or (e) hereof, the portions of outstanding Options and Stock Appreciation Rights granted to such Participant
that are exercisable as of the date of such termination of employment or service shall remain exercisable for a period of ninety
(90) days (and shall terminate thereafter), and any payment or notice provided for under the terms of any other outstanding Award
as respects the portion thereof vested as of the date of termination of employment or service may be given, for a period of ninety
(90) days from and including the date of termination of employment or service (and shall terminate thereafter). All additional
portions of outstanding Options or Stock Appreciation Rights granted to such Participant which are not exercisable as of the date
of such termination of employment or service, and any other outstanding Award which is not vested as of the date of such termination
of employment or service shall terminate upon the date of such termination of employment or service.


 


 (c)                Unless
the applicable Agreement provides otherwise or the Plan Administrator in its sole discretion determines otherwise, if the Participant
voluntarily Retires with the consent of the Company or the Participant’s employment or service terminates due to Disability,
all outstanding Options, Stock Appreciation Rights and all other outstanding Awards (except, in the event a Participant voluntarily
Retires, with respect to Awards (other than Options and Stock Appreciation Rights) intended to qualify as performance-based compensation
within the meaning of Section 162(m) of the Code) granted to such Participant shall continue to vest in accordance with the terms
of the applicable Agreements. The Participant shall be entitled to exercise each such Option or Stock Appreciation Right and to
make any payment, give any notice or to satisfy other condition under each such other Award, in each case, for a period of six
months from and including the later of (i) date such entire Award becomes vested or exercisable in accordance with the terms of
such Award and (ii) the date of Retirement, and thereafter such Awards or parts thereof shall be canceled. Notwithstanding the
foregoing, the Plan Administrator may in its sole discretion provide for a longer or shorter period for exercise of an Option or
Stock Appreciation Right or may permit a Participant to continue vesting under an Option, Stock Appreciation Right or Restricted
Stock award or to make any payment, give any notice or to satisfy other condition under any other Award. The Plan Administrator
may in its sole discretion, and in accordance with Section 409A of the Code, determine (i) for purposes of the Plan, whether any
termination of employment or service is a voluntary Retirement with the Company’s consent or is due to Disability for purposes
of the Plan, (ii) whether any leave of absence (including any short-term or long-term Disability or medical leave) constitutes
a termination of employment or service, or a failure to have remained continuously employed or in service, for purposes of the
Plan (regardless of whether such leave or status would constitute such a termination or failure for purposes of employment law),
(iii) the applicable date of any such termination of employment or service, and (iv) the impact, if any, of any of the foregoing
on Awards under the Plan.


 


(d)                Unless
the applicable Agreement provides otherwise or the Plan Administrator in its sole discretion determines otherwise, if the Participant’s
employment or service terminates by reason of death, or if the Participant’s employment or service terminates under circumstances
providing for continued rights under subsection (b), (c) or (e) of this Section 7 and during the period of continued rights described
in subsection (b), (c) or (e) the Participant dies, all outstanding Options, Restricted Stock and Stock Appreciation Rights granted
to such Participant shall vest and become fully exercisable, and any payment or notice provided for under the terms of any other
outstanding Award may be immediately paid or given and any condition may be satisfied, by the person to whom such rights have passed
under the Participant’s will (or if applicable, pursuant to the laws of descent and distribution) for a period of one year
from and including the date of the Participant’s death and thereafter all such Awards or parts thereof shall be canceled.


 






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(e)                Unless
the applicable Agreement provides otherwise or the Plan Administrator in its sole discretion determines otherwise, upon termination
of a Participant’s employment or service with the Company and its Subsidiaries (i) by the Company or its Subsidiaries without
Cause (including, in case of a Nonemployee Director, the failure to be elected as a Nonemployee Director) or (ii) by the Participant
for “good reason” or any like term as defined under any employment agreement with the Company or a Subsidiary to which
a Participant may be a party to, the portions of outstanding Options and Stock Appreciation Rights granted to such Participant
which are exercisable as of the date of termination of employment or service of such Participant shall remain exercisable, and
any payment or notice provided for under the terms of any other outstanding Award as respects the portion thereof vested as of
the date of termination of employment or service may be given, for a period of three (3) months from and including the date of
termination of employment or service and shall terminate thereafter. Unless the applicable Agreement provides otherwise or the
Plan Administrator in its sole discretion determines otherwise, any other outstanding Award shall terminate as of the date of such
termination of employment or service.


 


(f)                Notwithstanding
anything in this Section 7 to the contrary, no Option or Stock Appreciation Right may be exercised and no shares of Company Stock
underlying any other Award under the Plan may vest or become deliverable past the Stated Expiration Date.


 


8.                Effect
of Change in Control.


 


Unless otherwise determined
in an Award Agreement, in the event of a Change in Control:


 


(a)                With
respect to each outstanding Award that is assumed or substituted in connection with a Change in Control, in the event of a termination
of a Participant’s employment or service by the Company without Cause during the 24-month period following such Change in
Control, on the date of such termination (i) such Award shall become fully vested and, if applicable, exercisable, (ii) the restrictions,
payment conditions, and forfeiture conditions applicable to any such Award granted shall lapse, and (iii) any performance conditions
imposed with respect to Awards shall be deemed to be fully achieved at target levels.


 


(b)                With
respect to each outstanding Award that is not assumed or substituted in connection with a Change in Control, immediately upon the
occurrence of the Change in Control, (i) such Award shall become fully vested and, if applicable, exercisable, (ii) the restrictions,
payment conditions, and forfeiture conditions applicable to any such Award granted shall lapse, and (iii) any performance conditions
imposed with respect to Awards shall be deemed to be fully achieved at target levels.


 


(c)                For
purposes of this Section 8, an Award shall be considered assumed or substituted for if, following the Change in Control, the Award
remains subject to the same terms and conditions that were applicable to the Award immediately prior to the Change in Control except
that, if the Award related to Shares, the Award instead confers the right to receive common stock of the acquiring entity.


 


(d)                Notwithstanding
any other provision of the Plan: (i) in the event of a Change in Control, except as would otherwise result in adverse tax consequences
under Section 409A of the Code, the Board may, in its sole discretion, provide that each Award shall, immediately upon the occurrence
of a Change in Control, be cancelled in exchange for a payment in cash or securities in an amount equal to (x) the excess of the
consideration paid per Share in the Change in Control over the exercise or purchase price (if any) per Share subject to the Award
multiplied by (y) the number of Shares granted under the Award and (ii) with respect to any Award that constitutes a deferral of
compensation subject to Section 409A of the Code, in the event of a Change in Control that does not constitute a change in the
ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company under Section
409A(a)(2)(A)(v) of the Code and regulations thereunder, such Award shall be settled in accordance with its original terms or at
such earlier time as permitted by Section 409A of the Code.


 






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9.                 Miscellaneous.


 


(a)                Agreements
evidencing Awards under the Plan shall contain such other terms and conditions, not inconsistent with the Plan, as the Plan Administrator
may determine in its sole discretion, including penalties for the commission of competitive acts or other actions detrimental to
the Company. Notwithstanding any other provision hereof, the Plan Administrator shall have the right at any time to deny or delay
a Participant’s exercise of Options if such Participant is reasonably believed by the Plan Administrator (i) to be engaged
in material conduct adversely affecting the Company or (ii) to be contemplating such conduct, unless and until the Plan Administrator
shall have received reasonable assurance that the Participant is not engaged in, and is not contemplating, such material conduct
adverse to the interests of the Company.


 


(b)                participants
are and at all times shall remain subject to the trading window policies adopted by the Company from time to time throughout the
period of time during which they may exercise Options, Stock Appreciation Rights or sell shares of Company Stock acquired pursuant
to the Plan.


 


10.                No
Special Employment Rights, No Right to Award.


 


(a)                Nothing
contained in the Plan or any Agreement shall confer upon any Participant any right with respect to the continuation of employment
or service by the Company or interfere in any way with the right of the Company, subject to the terms of any separate employment
agreement to the contrary, at any time to terminate such employment or service or to increase or decrease the compensation of the
Participant.


 


(b)                No
person shall have any claim or right to receive an Award hereunder. The Plan Administrator’s granting of an Award to a Participant
at any time shall neither require the Plan Administrator to grant any other Award to such Participant or other person at any time
or preclude the Plan Administrator from making subsequent grants to such Participant or any other person.


 


11.                Securities
Matters.


 


(a)                The
Company shall be under no obligation to effect the registration pursuant to the Securities Act of any interests in the Plan or
any shares of Company Stock to be issued hereunder or to effect similar compliance under any state laws. Notwithstanding anything
herein to the contrary, the Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares
of Company Stock pursuant to the Plan unless and until the Company is advised by its counsel that the issuance and delivery of
such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any
securities exchange on which shares of Company Stock are traded. The Plan Administrator may require, as a condition of the issuance
and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such shares
make such agreements and representations, and that such certificates bear such legends, as the Plan Administrator, in its sole
discretion, deems necessary or desirable.


 


(b)                The
transfer of any shares of Company Stock hereunder shall be effective only at such time as counsel to the Company shall have determined
that the issuance and delivery of such shares is in compliance with all applicable laws, regulations of governmental authority
and the requirements of any securities exchange on which shares of Company Stock are traded. The Plan Administrator may, in its
sole discretion, defer the effectiveness of any transfer of shares of Company Stock hereunder in order to allow the issuance of
such shares to be made pursuant to registration or an exemption from registration or other methods for compliance available under
federal or state securities laws. The Plan Administrator shall inform the Participant in writing of its decision to defer the effectiveness
of a transfer. During the period of such deferral in connection with the exercise of an Award, the Participant may, by written
notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto.


 


12.                Withholding
Taxes.


 


(a)                Whenever
cash is to be paid pursuant to an Award, the Company shall have the right to deduct therefrom an amount sufficient to satisfy any
federal, state and local withholding tax requirements related thereto.


 


(b)                Whenever
shares of Company Stock are to be delivered pursuant to an Award, the Company shall have the right to require the Participant
to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related
thereto. With the approval of the Plan Administrator, a Participant may satisfy the foregoing requirement by electing to have
the Company withhold from delivery shares of Company Stock having a value equal to the minimum amount of tax required to be withheld.
Such shares shall be valued at their Fair Market Value on the date of which the amount of tax to be withheld is determined. Fractional
share amounts shall be settled in cash. Such a withholding election may be made with respect to all or any portion of the shares
to be delivered pursuant to an Award. 


  



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13.                Non-Competition
and Confidentiality.


 


By accepting Awards
and as a condition to the exercise of Awards and the enjoyment of any benefits of the Plan, including participation therein, each
Participant agrees to be bound by and subject to non-competition, confidentiality and invention ownership agreements acceptable
to the Plan Administrator or any officer or director to whom the Plan Administrator elects to delegate such authority.


 


14.                Notification
of Election Under Section 83(b) of the Code.


 


If any Participant
shall, in connection with the acquisition of shares of Company Stock under the Plan, make the election permitted under Section
83(b) of the Code, such Participant shall notify the Company of such election within 10 days of filing notice of the election with
the Internal Revenue Service.


 


15.                Amendment
or Termination of the Plan.


 


The Board of Directors
or the Plan Administrator may, at any time, suspend or terminate the Plan or revise or amend it in any respect whatsoever; provided,
however, that the requisite stockholder approval shall be required if and to the extent the Board of Directors or Plan Administrator
determines that such approval is appropriate or necessary for purposes of satisfying Sections 162(m) or 422 of the Code or Rule
16b-3 or other applicable law. Awards may be granted under the Plan prior to the receipt of such stockholder approval of the Plan
but each such grant shall be subject in its entirety to such approval and no Award may be exercised, vested or otherwise satisfied
prior to the receipt of such approval. No amendment or termination of the Plan may, without the consent of a Participant, adversely
affect the Participant’s rights under any outstanding Award.


 


16.                Transfers
Upon Death; Nonassignability.


 


(a)                A
Participant may file with the Plan Administrator a written designation of a beneficiary on such form as may be prescribed by the
Plan Administrator and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant,
upon the death of a Participant, outstanding Awards granted to such Participant may be exercised only by the executor or administrator
of the Participant’s estate or by a person who shall have acquired the right to such exercise by will or by the laws of descent
and distribution. No transfer of an Award by will or the laws of descent and distribution shall be effective to bind the Company
unless the Plan Administrator shall have been furnished with written notice thereof and with a copy of the will and/or such evidence
as the Plan Administrator may deem necessary to establish the validity of the transfer and an agreement by the transferee to comply
with all the terms and conditions of the Award that are or would have been applicable to the Participant and to be bound by the
acknowledgments made by the Participant in connection with the grant of the Award.


 


(b)                During
a Participant’s lifetime, the Plan Administrator may, in its discretion, pursuant to the provisions set forth in this clause
(b), permit the transfer, assignment or other encumbrance of an outstanding Option unless such Option is an Incentive Stock Option
and the Plan Administrator and the Participant intends that it shall retain such status. Subject to the approval of the Plan Administrator
and to any conditions that the Plan Administrator may prescribe, a Participant may, upon providing written notice to the General
Counsel of the Company, elect to transfer any or all Options granted to such Participant pursuant to the Plan to members of his
or her immediate family, including, but not limited to, children, grandchildren and spouse or to trusts for the benefit of such
immediate family members or to partnerships in which such family members are the only partners; provided, however, that no such
transfer by any Participant may be made in exchange for consideration. Any such transferee must agree, in writing, to be bound
by all provisions of the Plan.


 






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17.                Effective
Date and Term of Plan.


 


The Plan shall become
effective on the Effective Date, but the Plan shall be subject to the requisite approval of the stockholders of the Company at
the Company’s next Annual Meeting of its stockholders. In the absence of such approval, such Awards shall be null and void.
Unless earlier terminated by the Board of Directors, the right to grant Awards under the Plan shall terminate on the tenth anniversary
of the Effective Date. Awards outstanding at Plan termination shall remain in effect according to their terms and the provisions
of the Plan.


 


18.                Applicable
Law.


 


Except to the extent
preempted by any applicable federal law, the Plan shall be construed and administered in accordance with the laws of the State
of Nevada, without reference to its principles of conflicts of law.


 





19.                Participant
Rights.


 


(a)                No
Participant shall have any claim to be granted any award under the Plan, and there is no obligation for uniformity of treatment
for Participants. Except as provided specifically herein, a Participant or a transferee of an Award shall have no rights as a stockholder
with respect to any shares covered by any award until the date of the issuance of a Company Stock certificate to him or her for
such shares.


 


(b)                Determinations
by the Plan Administrator under the Plan relating to the form, amount and terms and conditions of grants and Awards need not be
uniform, and may be made selectively among persons who receive or are eligible to receive grants and awards under the Plan, whether
or not such persons are similarly situated.


 


20.                Unfunded
Status of Awards.


 


The Plan is intended
to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made
to a Participant pursuant to an Award, nothing contained in the Plan or any Agreement shall give any such Participant any rights
that are greater than those of a general creditor of the Company.


 


21.                No
Fractional Shares.


 


No fractional shares
of Company Stock shall be issued or delivered pursuant to the Plan. The Plan Administrator shall determine whether cash, other
Awards, or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights
thereto shall be forfeited or otherwise eliminated.


 






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22.                
Interpretation.


 


The Plan is designed
and intended to the extent applicable, to comply with Section 162(m) of the Code, and to provide for grants and other transactions
which are exempt under Rule 16b-3, and all provisions hereof shall be construed in a manner to so comply. Awards under the Plan
are intended to comply with Code Section 409A to the extent subject thereto and the Plan and all Awards shall be interpreted in
accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder, including
without limitation any such regulations or other guidance that may be issued after the effective date of the Plan. Notwithstanding
any provision in the Plan to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation
under Code Section 409A and becomes payable by reason of a Participant’s termination of employment or service with the Company
will be made to such Participant until such Participant’s termination of employment or service constitutes a “separation
from service” (as defined in Code Section 409A). For purposes of this Plan, each amount to be paid or benefit to be provided
shall be construed as a separate identified payment for purposes of Code Section 409A. If a participant is a “specified employee”
(as defined in Code Section 409A), then to the extent necessary to avoid the imposition of taxes under Code Section 409A, such
Participant shall not be entitled to any payments upon a termination of his or her employment or service until the earlier of:
(i) the expiration of the six (6)-month period measured from the date of such Participant’s “separation from service”
or (ii) the date of such Participant’s death. Upon the expiration of the applicable waiting period set forth in the preceding
sentence, all payments and benefits deferred pursuant to this Section 22 (whether they would have otherwise been payable in a single
lump sum or in installments in the absence of such deferral) shall be paid to such Participant in a lump sum as soon as practicable,
but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Plan
will be paid in accordance with the normal payment dates specified for them herein.






 


********


 


Approved and adopted by the Board of Directors this 16th
day of April, 2018.


 






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