Exhibit 10.16


 


PUHUI WEALTH INVESTMENT MANAGEMENT CO.,
LTD.


2018 EQUITY INCENTIVE PLAN


 


1.            Purpose.
The purpose of the Puhui Wealth Investment Management Co., Ltd. 2018 Equity Incentive Plan is to provide a means through which
the Company and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, managers,
employees, consultants and advisors of the Company and its Affiliates can acquire and maintain an equity interest in the Company,
or be paid incentive compensation, which may (but need not) be measured by reference to the value of Ordinary Shares, thereby strengthening
their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s
shareholders.


 


2.            Definitions.
The following definitions shall be applicable throughout this Plan:


 


(a)            “Affiliate”
means (i) any person or entity that directly or indirectly controls, is controlled by or is under common control with the
Company and/or (ii) to the extent provided by the Committee, any person or entity in which the Company has a significant interest
as determined by the Committee in its discretion. The term “control” (including, with correlative meaning, the terms
“controlled by” and “under common control with”), as applied to any person or entity, means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity,
whether through the ownership of voting or other securities, by contract or otherwise.


 


(b)          “Award”
means any Restricted Share granted under this Plan.


 


(c)          “Award
Agreement” means an agreement made and delivered in accordance with Section 11(a) of this Agreement evidencing the
grant of an Award hereunder.


 


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


 


(e)          “Business
Combination” has the meaning given such term in the definition of “Change in Control.”


 


(f)          “Business
Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York City are authorized
or obligated by federal law or executive order to be closed.


 


(g)          “Cause”
means, in the case of a particular Award, unless the applicable Award Agreement states otherwise, (i) the Company or an Affiliate
having “cause” to terminate a Participant’s employment or service, as defined in any employment or consulting
agreement or similar document or policy between the Participant and the Company or an Affiliate in effect at the time of such termination
or (ii) in the absence of any such employment or consulting agreement, document or policy (or the absence of any definition
of “Cause” contained therein), (A) a continuing material breach or material default (including, without limitation,
any material dereliction of duty) by Participant of any agreement between the Participant and the Company, except for any such
breach or default which is caused by the physical disability of the Participant (as determined by a neutral physician), or a continuing
failure by the Participant to follow the direction of a duly authorized representative of the Company; (B) gross negligence, willful
misfeasance or breach of fiduciary duty by the Participant; (C) the commission by the Participant of an act of fraud, embezzlement
or any felony or other crime of dishonesty in connection with the Participant’s duties; or (D) conviction of the Participant
of a felony or any other crime that would materially and adversely affect: (i) the business reputation of the Company or (ii) the
performance of the Participant’s duties to the Company. Any determination of whether Cause exists shall be made by the Committee
in its sole discretion.


 




     


     


    

 


(h)          “Change
in Control” shall, in the case of a particular Award, unless the applicable Award Agreement states otherwise or contains
a different definition of “Change in Control,” be deemed to occur upon:


 


(i)          An
acquisition (whether directly from the Company or otherwise) of any voting securities of the Company (the “Voting Securities”)
by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities and Exchange Act
of 1934, as amended (the “Exchange Act”)), immediately after which such Person has “Beneficial
Ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of the
combined voting power of the Company’s then outstanding Voting Securities.


 


(ii)         The
individuals who constitute the members of the Board cease, by reason of a financing, merger, combination, acquisition, takeover
or other non-ordinary course transaction affecting the Company, to constitute at least fifty-one percent (51%) of the members of
the Board; or


 


(iii)        Approval
by the Board and, if required, shareholders of the Company of, or execution by the Company of any definitive agreement with respect
to, or the consummation of (it being understood that the mere execution of a term sheet, memorandum of understanding or other non-binding
document shall not constitute a Change of Control):


 


(A)         A
merger, consolidation or reorganization involving the Company, where either or both of the events described in clauses (i) or (ii)
above would be the result;


 


(B)         A
liquidation or dissolution of or appointment of a receiver, rehabilitator, conservator or similar person for, or the filing by
a third party of an involuntary bankruptcy against, the Company; provided, however, that to the extent necessary to comply with
Section 409A of the Code, the occurrence of an event described in this subsection (B) shall not trigger the payment of any Award
granted under this Plan that constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code;
or


 


(C)         An
agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than
a transfer to a subsidiary of the Company).


 


(i)            “Code”
means the Internal Revenue Code of 1986, as amended, and any successor thereto. References in this Plan to any section of the Code
shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor
provisions to such section, regulations or guidance.


 




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(j)           “Committee”
means a committee of at least two people as the Board may appoint to administer this Plan or, if no such committee has been appointed
by the Board, the Board. Unless altered by an action of the Board, the Committee shall be the Compensation Committee of the Board.


 


(k)          “Ordinary
Shares” means the ordinary share, par value $0.001 per share, of the Company (and any shares or other securities
into which such ordinary shares may be converted or into which they may be exchanged).


 


(l)           “Company”
means Puhui Wealth Investment Management Co., Ltd., a Cayman Islands corporation, together with its successors and assigns.


 


(m)         “Date
of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified
in such authorization.


 


(n)          “Disability”
means a “permanent and total” disability incurred by a Participant while in the employ of the Company or an Affiliate.
For this purpose, a permanent and total disability shall mean that the Participant is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than twelve (12) months.


 


(o)          “Effective
Date” means the date as of which this Plan is adopted by the Board, subject to Section 3 of this Plan.


 


(p)          “Eligible
Director” means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under
the Exchange Act, and (ii) an “outside director” within the meaning of Section 162(m) of the Code.


 


(q)          “Eligible
Person” means any (i) individual employed by the Company or an Affiliate; provided, however,
that no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such
eligibility is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director
of the Company or an Affiliate; or (iii) consultant or advisor to the Company or an Affiliate, provided that if the Securities
Act applies such persons must be eligible to be offered securities registrable on Form S-8 under the Securities Act.


 


(r)           “Exchange
Act” has the meaning given such term in the definition of “Change in Control,” and any reference in this
Plan to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other
interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations
or guidance.


 




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(s)        
“Fair Market Value”, unless otherwise provided by the Committee in accordance with all applicable laws,
rules regulations and standards, means, on a given date, (i) if the Ordinary Shares are listed on a securities exchange, the closing
sales price on the principal such exchange on such date or, in the absence of reported sales on such date, the closing sales price
on the immediately preceding date on which sales were reported, or (ii) if the Ordinary Shares are not listed on a securities exchange,
the mean between the bid and offered prices as quoted by the applicable interdealer quotation system for such date, provided that
if the Ordinary Shares are not quoted on an interdealer quotation system or it is determined that the fair market value is not
properly reflected by such quotations, Fair Market Value will be determined by such other method as the Committee determines in
good faith to be reasonable and in compliance with Code Section 409A.


 


(t)          “Immediate
Family Members” shall have the meaning set forth in Section 11(b) of this Plan.


 


(u)        
“Indemnifiable Person” shall have the meaning set forth in Section 4(e) of this Plan.


 


(v)         “Negative
Discretion” shall mean the discretion authorized by this Plan to be applied by the Committee to eliminate or reduce
the size of an Award consistent with Section 162(m) of the Code.


 


(w)        
“Outstanding Company Ordinary Shares” has the meaning given such term in the definition of “Change
in Control.”


 


(x)          “Outstanding
Company Voting Securities” has the meaning given such term in the definition of “Change in Control.”


 


(y)          “Participant”
means an Eligible Person who has been selected by the Committee to participate in this Plan and to receive an Award pursuant to
Section 6 of this Plan.


 


(z)         
“Permitted Transferee” shall have the meaning set forth in Section 11(b) of this Plan.


 


(aa)        “Person”
has the meaning given such term in the definition of “Change in Control.”


 


(bb)        “Plan”
means this Puhui Wealth Investment Management Co., Ltd. 2018 Equity Incentive Plan, as amended from time to time.


 


(cc)        “Retirement”
means the fulfillment of each of the following conditions: (i) the Participant is good standing with the Company as determined
by the Committee; (ii) the voluntary termination by a Participant of such Participant’s employment or service to the Company
and (B) that at the time of such voluntary termination, the sum of: (1) the Participant’s age (calculated to the nearest
month, with any resulting fraction of a year being calculated as the number of months in the year divided by 12) and (2) the Participant’s
years of employment or service with the Company (calculated to the nearest month, with any resulting fraction of a year being calculated
as the number of months in the year divided by 12) equals at least 62 (provided that, in any case, the foregoing shall only be
applicable if, at the time of Retirement, the Participant shall be at least 55 years of age and shall have been employed by or
served with the Company for no less than 5 years).


 




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(dd)       “Restricted
Period” means the period of time determined by the Committee during which an Award is subject to restrictions or,
as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.


 


(ee)       “Restricted
Share” means Ordinary Shares, subject to certain specified restrictions (including, without limitation, a requirement
that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under
Section 7 of this Plan.


 


(ff)       
“Securities Act” means the Securities Act of 1933, as amended, and any successor thereto. Reference in
this Plan to any section of the Securities Act shall be deemed to include any rules, regulations or other official interpretative
guidance under such section, and any amendments or successor provisions to such section, rules, regulations or guidance.


 


(gg)       “Subsidiary”
means, with respect to any specified Person:


 


(i)          any
corporation, association or other business entity of which more than 50% of the total voting power of shares of Outstanding Company
Voting Securities (without regard to the occurrence of any contingency and after giving effect to any voting agreement or shareholders’
agreement that effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or
one or more of the other Subsidiaries of that Person (or a combination thereof); and


 


(ii)         any
partnership or limited liability company (or any comparable foreign entity) (a) the sole general partner or managing member
(or functional equivalent thereof) or the managing general partner of which is such Person or Subsidiary of such Person or (b) the
only general partners or managing members (or functional equivalents thereof) of which are that Person or one or more Subsidiaries
of that Person (or any combination thereof).


 


(hh)       “Substitute
Award” has the meaning given such term in Section 5(d).


 


(ii)          “Treasury
Regulations” means any regulations, whether proposed, temporary or final, promulgated by the U.S. Department of Treasury
under the Code, and any successor provisions.


 


3.            Effective
Date; Duration. The Plan shall be effective as of the Effective Date, subject to approval by the shareholders of the Company,
which approval shall be within twelve (12) months after the date this Plan is adopted by the Board. The expiration date of this
Plan, on and after which date no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided,
however, that such expiration shall not affect Awards then outstanding, and the terms and conditions of this Plan shall
continue to apply to such Awards.


 




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4.            Administration.


 


(a)          The
Committee shall administer this Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the
Exchange Act (if the Board is not acting as the Committee under this Plan) or necessary to obtain the exception for performance-based
compensation under Section 162(m) of the Code, as applicable, it is intended that each member of the Committee shall, at the
time he takes any action with respect to an Award under this Plan, be an Eligible Director. However, the fact that a Committee
member shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee that is otherwise
validly granted under this Plan. The acts of a majority of the members present at any meeting at which a quorum is present or acts
approved in writing by a majority of the Committee shall be deemed the acts of the Committee. Whether a quorum is present shall
be determined based on the Committee’s charter as approved by the Board.


 


(b)          Subject
to the provisions of this Plan and applicable law, the Committee shall have the sole and plenary authority, in addition to other
express powers and authorizations conferred on the Committee by this Plan and its charter, to: (i) designate Participants;
(ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of Ordinary Shares
to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards;
(iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances
Awards may be settled or exercised in cash, Ordinary Shares, other securities, other Awards or other property, or canceled, forfeited,
or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine
whether, to what extent, and under what circumstances the delivery of cash, Ordinary Shares, other securities, other Awards or
other property and other amounts payable with respect to an Award; (vii) interpret, administer, reconcile any inconsistency
in, settle any controversy regarding, correct any defect in and/or complete any omission in this Plan and any instrument or agreement
relating to, or Award granted under, this Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint
such agents as the Committee shall deem appropriate for the proper administration of this Plan; (ix) accelerate the vesting
or exercisability of, payment for or lapse of restrictions on, Awards; and (x) make any other determination and take any other
action that the Committee deems necessary or desirable for the administration of this Plan.


 


(c)          The
Committee may, by resolution, expressly delegate to a special committee, consisting of one or more directors who may but need not
be officers of the Company, the authority, within specified parameters as to the number and types of Awards, to (i) designate officers
and/or employees of the Company or any of its Affiliates to be recipients of Awards under the Plan, and (ii) to determine the number
of such Awards to be received by any such Participants; provided, however, that such delegation of duties and responsibilities
may not be made with respect to grants of Awards to persons (i) subject to Section 16 of the Exchange Act or (ii) who
are, or who are reasonably expected to be, “covered employees” for purposes of Section 162(m) of the Code. The
acts of such delegates shall be treated as acts of the Board, and such delegates shall report regularly to the Board and the Committee
regarding the delegated duties and responsibilities and any Awards granted.


 




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(d)          Unless
otherwise expressly provided in this Plan, all designations, determinations, interpretations, and other decisions under or with
respect to this Plan or any Award or any documents evidencing Awards granted pursuant to this Plan shall be within the sole discretion
of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons or entities, including, without
limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any shareholder of the Company.


 


(e)          No
member of the Board, the Committee, delegate of the Committee or any employee, advisor or agent of the Company or the Board or
the Committee (each such person, an “Indemnifiable Person”) shall be liable for any action taken or omitted
to be taken or any determination made in good faith with respect to this Plan or any Award hereunder. Each Indemnifiable Person
shall be indemnified and held harmless by the Company against and from (and the Company shall pay or reimburse on demand for) any
loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable
Person in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or
in which such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken under this Plan or any
Award Agreement and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in
settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding
against such Indemnifiable Person, provided, that the Company shall have the right, at its own expense, to assume and defend
any such action, suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have
sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be
available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject
to further appeal) binding upon such Indemnifiable Person determines that the acts or omissions of such Indemnifiable Person giving
rise to the indemnification claim resulted from such Indemnifiable Person’s bad faith, fraud or willful criminal act or omission
or that such right of indemnification is otherwise prohibited by law or by the Company’s Memorandum and Articles of Association.
The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Indemnifiable
Persons may be entitled under the Company’s Memorandum and Articles of Association, as a matter of law, or otherwise, or
any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.


 


(f)          Notwithstanding
anything to the contrary contained in this Plan, the Board may, in its sole discretion, at any time and from time to time, grant
Awards and administer this Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to
the Committee under this Plan.


 


5.            Grant
of Awards; Shares Subject to this Plan; Limitations.


 


(a)          The
Committee may, from time to time, grant Restricted Share to one or more Eligible Persons.


 


(b)          Subject
to Section 8 of this Plan, the Committee is authorized to deliver under this Plan an aggregate of ONE MILLION AND FIVE HUNDRED
THOUSAND (1,500,000) Ordinary Shares.


 




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(c)          Ordinary
Shares underlying Awards under this Plan that are forfeited or cancelled, shall be available again for Awards under this Plan at
the same ratio at which they were previously granted. Notwithstanding the foregoing, the Ordinary Shares that are used or withheld
to satisfy tax obligations of the Participant shall not be available again for Awards under the Plan


 


(d)          Subject
to compliance with Section 1.409A-3(f) of the Treasury Regulations, Awards may, in the sole discretion of the Committee, be granted
under this Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company
or with which the Company combines (“Substitute Awards”). The number of Ordinary Shares underlying any
Substitute Awards shall be counted against the aggregate number of Ordinary Shares available for Awards under this Plan.


 


(e)          Notwithstanding
any provision in the Plan to the contrary (but subject to adjustment as provided in Section 8), the Committee shall not grant to
any one Eligible Person in any one calendar year Awards for more than 150,000 Ordinary Shares in the aggregate.


 


6.           Eligibility.
Participation shall be limited to Eligible Persons who have entered into an Award Agreement or who have received written notification
from the Committee, or from a person designated by the Committee, that they have been selected to participate in this Plan.


 


7.           Restricted
Share.


 


(a)          Generally.
Each grant of Restricted Share shall be evidenced by an Award Agreement (whether in paper or electronic medium (including email
or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each such grant shall
be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with this Plan as
may be reflected in the applicable Award Agreement. Restricted Share shall be subject to such restrictions on transferability and
other restrictions as the Committee may impose (including, for example, limitations on the right to vote Restricted Share or the
right to receive dividends on the Restricted Share). These restrictions may lapse separately or in combination at such times, under
such circumstances, in such installments, upon the satisfaction of certain criteria, as the Committee determines at the time of
the grant of an Award or thereafter.


 


(b)          Restricted
Accounts; Escrow or Similar Arrangement. Upon the grant of Restricted Share, a book entry in a restricted account shall
be established in the Participant’s name at the Company’s transfer agent and, if the Committee determines that the
Restricted Share shall be held by the Company or in escrow rather than held in such restricted account pending the release of the
applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i) an
escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate share power (endorsed in blank) with
respect to the Restricted Share covered by such agreement. If a Participant shall fail to execute an agreement evidencing an Award
of Restricted Share and, if applicable, an escrow agreement and blank share power within the amount of time specified by the Committee,
the Award shall be null and void ab initio. Subject to the restrictions set forth in this Section 7 and the applicable
Award Agreement, the Participant generally shall have the rights and privileges of a shareholder as to such Restricted Share, including
without limitation the right to vote such Restricted Share and the right to receive dividends, if applicable. To the extent shares
of Restricted Share are forfeited, any share certificates issued to the Participant evidencing such shares shall be returned to
the Company, and all rights of the Participant to such shares and as a shareholder with respect thereto shall terminate without
further obligation on the part of the Company.


 




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(c)          Acceleration
of Lapse of Restrictions. Unless otherwise provided by the Committee in an Award Agreement: (i) the Restricted Period
shall lapse with respect to 100% of the Restricted Share on the third (3rd) anniversary of the Date of Grant; and (ii) the
unvested portion of Restricted Share shall terminate and be forfeited upon termination of employment or service of the Participant
granted the applicable Award.


 


(d)          Delivery
of Restricted Share. Upon the expiration of the Restricted Period with respect to any shares of Restricted Share, the restrictions
set forth in the applicable shall be of no further force or effect with respect to such shares, except as set forth in the applicable
Award Agreement. If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his beneficiary,
without charge, the share certificate evidencing the shares of Restricted Share that have not then been forfeited and with respect
to which the Restricted Period has expired (rounded down to the nearest full share). Dividends, if any, that may have been withheld
by the Committee and attributable to any particular share of Restricted Share shall be distributed to the Participant in cash or,
at the sole discretion of the Committee, in Ordinary Shares having a Fair Market Value equal to the amount of such dividends, upon
the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends
(except as otherwise set forth by the Committee in the applicable Award Agreement).


 


8.            Changes
in Capital Structure and Similar Events. In the event of (a) any dividend or other distribution (whether in the form of
cash, Ordinary Shares, other securities or other property), recapitalization, share split, reverse share split, reorganization,
merger, amalgamation, consolidation, split-up, split-off, combination, repurchase or exchange of Ordinary Shares or other securities
of the Company, issuance of warrants or other rights to acquire Ordinary Shares or other securities of the Company, or other similar
corporate transaction or event (including, without limitation, a Change in Control) that affects the Ordinary Shares, or (b) unusual
or nonrecurring events (including, without limitation, a Change in Control) affecting the Company, any Affiliate, or the financial
statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements of any governmental
body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case an adjustment
is determined by the Committee in its sole discretion to be necessary or appropriate in order to prevent dilution or enlargement
of rights, then the Committee shall make any such adjustments that are equitable, including without limitation any or all of the
following:


 


(i)          adjusting
any or all of (A) the number of Ordinary Shares or other securities of the Company (or number and kind of other securities
or other property) that may be delivered in respect of Awards or with respect to which Awards may be granted under this Plan (including,
without limitation, adjusting any or all of the limitations under Section 5 of this Plan) and (B) the terms of any outstanding
Award, including, without limitation, (1) the number of Ordinary Shares or other securities of the Company (or number and
kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate or (2) any
applicable performance measures;


 




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(ii)         providing
for a substitution or assumption of Awards, accelerating the exercisability of, lapse of restrictions on, or termination of, Awards
or providing for a period of time for exercise prior to the occurrence of such event; and


 


(iii)        subject
to the requirements of Section 409A of the Code, canceling any one or more outstanding Awards and causing to be paid to the holders
thereof, in cash, Ordinary Shares, other securities or other property, or any combination thereof, the value of such Awards, if
any, as determined by the Committee (which if applicable may be based upon the price per Ordinary Share received or to be received
by other shareholders of the Company in such event); provided, however, that in the case of any “equity
restructuring” (within the meaning of the Financial Accounting Standards Board Statement of Financial Accounting Standards
No. 123 (revised 2004) or ASC Topic 718, or any successor thereto), the Committee shall make an equitable or proportionate
adjustment to outstanding Awards to reflect such equity restructuring. The Company shall give each Participant notice of an adjustment
hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.


 


9.           Effect
of Change in Control. Except to the extent otherwise provided in an Award Agreement, in the event of a Change in Control, notwithstanding
any provision of this Plan to the contrary, with respect to all or any portion of a particular outstanding Award or Awards, the
Restricted Period shall expire as of a time prior to the Change in Control (including without limitation a waiver of any applicable
criteria determined by the Committee).


 


To the extent practicable,
any actions taken by the Committee under the immediately preceding clauses shall occur in a manner and at a time which allows affected
Participants the ability to participate in the Change in Control transactions with respect to the Ordinary Shares subject to their
Awards.


 


10.          Amendments
and Termination.


 


(a)        Amendment
and Termination of this Plan. The Board may amend, alter, suspend, discontinue, or terminate this Plan or any portion thereof
at any time; provided, that (i) no amendment to the definition of Eligible Person in Section 2(q), Section 5(b) or Section
10(b) (to the extent required by the proviso in such Section 10(b)) shall be made without shareholder approval and (ii) no such
amendment, alteration, suspension, discontinuation or termination shall be made without shareholder approval if such approval is
necessary to comply with any tax or regulatory requirement applicable to this Plan (including, without limitation, as necessary
to comply with any rules or requirements of any securities exchange or inter-dealer quotation system on which the Ordinary Shares
may be listed or quoted or to prevent the Company from being denied a tax deduction under Section 162(m) of the Code); and,
provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would
materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall
not to that extent be effective without the prior written consent of the affected Participant, holder or beneficiary.


 




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(b)          Amendment
of Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award Agreement, waive
any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore
granted or the associated Award Agreement, prospectively or retroactively; provided, however that any such waiver,
amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights
of any Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent of the
affected Participant; and, provided, further, that without shareholder approval, except as otherwise permitted
under Section 8 of this Plan, the Committee may not take any other action that is considered a “repricing” for
purposes of the shareholder approval rules of the applicable securities exchange or inter-dealer quotation system on which the
Ordinary Shares are listed or quoted.


 


11.          General.


 


(a)          Award
Agreements. Each Award under this Plan shall be evidenced by an Award Agreement, which shall be delivered to the Participant
(whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party
under contract with the Company)) and shall specify the terms and conditions of the Award and any rules applicable thereto, including
without limitation, the effect on such Award of the death, Disability or termination of employment or service of a Participant,
or of such other events as may be determined by the Committee. The Company’s failure to specify any term of any Award in
any particular Award Agreement shall not invalidate such term, provided such terms was duly adopted by the Board or the Committee.


 


(b)          Nontransferability;
Trading Restrictions.


 


(i)          Each
Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law,
by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported
assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or
an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment,
sale, transfer or encumbrance.


 


(ii)         Notwithstanding
the foregoing, the Committee may, in its sole discretion, permit Awards to be transferred by a Participant, with or without consideration,
subject to such rules as the Committee may adopt consistent with any applicable Award Agreement to preserve the purposes of this
Plan, to: (A) any person who is a “family member” of the Participant, as such term is used in the instructions
to Form S-8 under the Securities Act (collectively, the “Immediate Family Members”); (B) a trust
solely for the benefit of the Participant and his or her Immediate Family Members; or (C) a partnership or limited liability
company whose only partners or shareholders are the Participant and his or her Immediate Family Members; or (D) any other transferee
as may be approved either (I) by the Board or the Committee in its sole discretion, or (II) as provided in the applicable Award
Agreement (each transferee described in clauses (A), (B) (C) and (D) above is hereinafter referred to as a “Permitted
Transferee”); provided, that the Participant gives the Committee advance written notice describing the terms
and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply
with the requirements of this Plan.


 




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(iii)        The
terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and
any reference in this Plan, or in any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee,
except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent
and distribution; (B) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee,
whether or not such notice is or would otherwise have been required to be given to the Participant under this Plan or otherwise;
and (C) the consequences of the termination of the Participant’s employment by, or services to, the Company or an Affiliate
under the terms of this Plan and the applicable Award Agreement shall continue to be applied with respect to the Participant only
to the extent, and for the periods, specified in this Plan and the applicable Award Agreement.


 


(iv)        The
Committee shall have the right, either on an Award-by-Award basis or as a matter of policy for all Awards or one or more classes
of Awards, to condition the delivery of vested Ordinary Shares received in connection with such Award on the Participant’s
agreement to such restrictions as the Committee may determine.


 


(c)          Tax
Withholding.


 


(i)          A
Participant shall be required to pay to the Company or any Affiliate, or the Company or any Affiliate shall have the right and
is hereby authorized to withhold, from any cash, Ordinary Shares, other securities or other property deliverable under any Award
or from any compensation or other amounts owing to a Participant, the amount (in cash, Ordinary Shares, other securities or other
property) of any required withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award or
under this Plan and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all
obligations for the payment of such withholding and taxes.


 


(ii)         Without
limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole
or in part, the foregoing withholding liability by (A) the delivery of Ordinary Shares (which are not subject to any pledge
or other security interest) owned by the Participant having a fair market value equal to such withholding liability or (B) having
the Company withhold from the number of Ordinary Shares otherwise issuable or deliverable pursuant to the Award a number of shares
with a fair market value equal to such withholding liability (but no more than the minimum required statutory withholding liability).


 


(d)          No
Claim to Awards; No Rights to Continued Employment; Waiver. No employee of the Company or an Affiliate, or other person,
shall have any claim or right to be granted an Award under this Plan or, having been selected for the grant of an Award, to be
selected for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries
of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto
need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants
are similarly situated. Neither this Plan nor any action taken hereunder shall be construed as giving any Participant any right
to be retained in the employ or service of the Company or an Affiliate, nor shall it be construed as giving any Participant any
rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment
or discontinue any consulting relationship, free from any liability or any claim under this Plan, unless otherwise expressly provided
in this Plan or any Award Agreement. By accepting an Award under this Plan, a Participant shall thereby be deemed to have waived
any claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation of the
Award beyond the period provided under this Plan or any Award Agreement, notwithstanding any provision to the contrary in any written
employment contract or other agreement between the Company and its Affiliates and the Participant, whether any such agreement is
executed before, on or after the Date of Grant.


 




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(e)          International
Participants. With respect to Participants who reside or work outside of the United States of America and who are not (and
who are not expected to be) “covered employees” within the meaning of Section 162(m) of the Code, the Committee
may in its sole discretion amend the terms of this Plan or outstanding Awards (or establish a sub-plan) with respect to such Participants
in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant,
the Company or its Affiliates.


 


(f)          Designation
and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as
the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under this Plan
upon his or her death. A Participant may, from time to time, revoke or change his or her beneficiary designation without the consent
of any prior beneficiary by filing a new designation with the Committee. The last such designation filed with the Committee shall
be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective
unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior
to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse
or, if the Participant is unmarried at the time of death, his or her estate. Upon the occurrence of a Participant’s divorce
(as evidenced by a final order or decree of divorce), any spousal designation previously given by such Participant shall automatically
terminate.


 


(g)          Termination
of Employment/Service. Unless determined otherwise by the Committee at any point following such event: (i) neither
a temporary absence from employment or service due to illness, vacation or leave of absence nor a transfer from employment or service
with the Company to employment or service with an Affiliate (or vice-versa) shall be considered a termination of employment or
service with the Company or an Affiliate; and (ii) if a Participant’s employment with the Company and its Affiliates
terminates, but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity (or
vice-versa), such change in status shall not be considered a termination of employment with the Company or an Affiliate.


 




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(h)          No
Rights as a Shareholder. Except as otherwise specifically provided in this Plan or any Award Agreement, no person shall
be entitled to the privileges of ownership in respect of Ordinary Shares that are subject to Awards hereunder until such shares
have been issued or delivered to that person.


 


(i)           Government
and Other Regulations. The Committee may cancel an Award or any portion thereof if it determines, in its sole discretion,
that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition
of Ordinary Shares from the public markets, the Company’s issuance of Ordinary Shares to the Participant, the Participant’s
acquisition of Ordinary Shares from the Company and/or the Participant’s sale of Ordinary Shares to the public markets, illegal,
impracticable or inadvisable. If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing,
unless doing so would violate Section 409A of the Code, the Company shall pay to the Participant an amount equal to the aggregate
fair market value of the Ordinary Shares subject to such Award or portion thereof canceled (determined as of the date that the
shares would have been delivered). Such amount shall be delivered to the Participant as soon as practicable following the cancellation
of such Award or portion thereof. The Committee shall have the discretion to consider and take action to mitigate the tax consequence
to the Participant in cancelling an Award in accordance with this clause.


 


(j)           Payments
to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under this
Plan is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such
person or his estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee
so directs the Company, be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or
any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such
payment shall be a complete discharge of the liability of the Committee and the Company therefor.


 


(k)          Nonexclusivity
of this Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the shareholders of the
Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including, without limitation, the granting of options or other equity-based awards otherwise than under
this Plan, and such arrangements may be either applicable generally or only in specific cases.


 


(l)           No
Trust or Fund Created. Neither this Plan nor any Award shall create or be construed to create a trust or separate fund
of any kind or a fiduciary relationship between the Company or any Affiliate, on the one hand, and a Participant or other person
or entity, on the other hand. No provision of this Plan or any Award shall require the Company, for the purpose of satisfying any
obligations under this Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made
or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of
the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights
under this Plan other than as general unsecured creditors of the Company, except that insofar as they may have become entitled
to payment of additional compensation by performance of services, they shall have the same rights as other employees under general
law.


 




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(m)          Reliance
on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to
act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report
made by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection
with this Plan by any agent of the Company or the Committee or the Board, other than himself.


 


(n)          Relationship
to Other Benefits. No payment under this Plan shall be taken into account in determining any benefits under any pension,
retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such
other plan.


 


(o)          Governing
Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of __________,
without giving effect to the conflict of laws provisions.


 


(p)          Severability.
If any provision of this Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable
in any jurisdiction or as to any person or entity or Award, or would disqualify this Plan or any Award under any law deemed applicable
by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws in the manner that most
closely reflects the original intent of the Award or the Plan, or if it cannot be construed or deemed amended without, in the determination
of the Committee, materially altering the intent of this Plan or the Award, such provision shall be construed or deemed stricken
as to such jurisdiction, person or entity or Award and the remainder of this Plan and any such Award shall remain in full force
and effect.


 


(q)          Obligations
Binding on Successors. The obligations of the Company under this Plan shall be binding upon any successor corporation or
organization resulting from the merger, amalgamation, consolidation or other reorganization of the Company, or upon any successor
corporation or organization succeeding to substantially all of the assets and business of the Company.


 


(r)          Code
Section 162(m) Approval. If so determined by the Committee, the provisions of this Plan regarding Awards shall be
disclosed and reapproved by shareholders no later than the first shareholder meeting that occurs in the fifth year following the
year in which shareholders previously approved such provisions, in each case in order for certain Awards granted after such time
to be exempt from the deduction limitations of Section 162(m) of the Code. Nothing in this clause, however, shall affect the validity
of Awards granted after such time if such shareholder approval has not been obtained.


 


(s)          Expenses;
Gender; Titles and Headings. The expenses of administering this Plan shall be borne by the Company and its Affiliates.
Masculine pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the sections
in this Plan are for convenience of reference only, and in the event of any conflict, the text of this Plan, rather than such titles
or headings shall control.


 




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(t)           Other
Agreements. Notwithstanding the above, the Committee may require, as a condition to the grant of and/or the receipt of
Ordinary Shares under an Award, that the Participant execute lock-up, shareholder or other agreements, as it may determine in its
sole and absolute discretion.


 


(u)          Section
409A. The Plan and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, the requirements
of Section 409A of the Code. The Plan and all Awards granted under this Plan shall be administered, interpreted, and construed
in a manner consistent with Section 409A of the Code to the extent necessary to avoid the imposition of additional taxes under
Section 409A(a)(1)(B) of the Code. Notwithstanding anything in this Plan to the contrary, in no event shall the Committee exercise
its discretion to accelerate the payment of an Award where such payment constitutes deferred compensation within the meaning of
Section 409A of the Code unless, and solely to the extent that, such accelerated payment is permissible under Section 1.409A-3(j)(4)
of the Treasury Regulations. If a Participant is a “specified employee” (within the meaning of Section 1.409A-1(i)
of the Treasury Regulations) at any time during the twelve (12)-month period ending on the date of his termination of employment,
and any Award hereunder subject to the requirements of Section 409A of the Code is to be satisfied on account of the Participant’s
termination of employment, satisfaction of such Award shall be suspended until the date that is six (6) months after the date of
such termination of employment.


 


(v)         Payments.
Participants shall be required to pay, to the extent required by applicable law, any amounts required to receive Ordinary Shares
under any Award made under this Plan.


 




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