EXHIBIT 10.3

  

   

  

  
    REZOLUTE, INC.

      2019 NON QUALIFIED STOCK OPTION PLAN

    

      

      

    

    
      
        	

              	Section 1.	
                Purpose

              


      

    

    

    

    The purpose of the Plan is to promote the interests of the Company and its stockholders by aiding the Company in attracting and retaining employees, officers, consultants,
      independent contractors, advisors and Non‐Employee Directors capable of assuring the future success of the Company, to offer such persons incentives to put forth maximum efforts for the success of the Company’s business and to compensate such persons
      through stock options and provide them with opportunities for stock ownership in the Company, thereby aligning the interests of such persons with the Company’s stockholders.

    
      
        
          	

                	Section 2.	
                  Definitions

                


        

      

    

    As used in the Plan, the following terms shall have the meanings set forth below:

    (a)“Affiliate” shall mean (i) any entity
      that, directly or indirectly through one or more intermediaries, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, in each case as determined by the Committee.

    (b) “Award” shall mean an Option awarded
      pursuant to this Plan.

    (c) “Award Agreement” shall mean any
      written agreement, contract or other instrument or document evidencing an Award granted under the Plan (including a document in an electronic medium) executed in accordance with the requirements of Section 9(b).

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

    (e) “Code” shall mean the Internal Revenue
      Code of 1986, as amended from time to time, and any regulations promulgated thereunder.

    (f) “Committee” shall mean a committee or
      subcommittee of the Board appointed from time to time by the Board. The Committee shall be comprised of not less than such number of Directors as shall be required to permit Awards granted under the Plan to qualify under Rule 16b 3, and each member
      of the Committee shall be a non-employee Director within the meaning of Rule 16b-3. Notwithstanding the foregoing, if, and to the extent that no Committee exists which has the authority to administer this Plan, the functions of the Committee shall be
      exercised by the Board and all references herein to the Committee shall be deemed to be references to the Board.

    (g) “Company” shall mean Rezolute, Inc.
      (formerly, AntriaBio, Inc.), a Delaware corporation and any successor corporation.

    (h) “Director” shall mean a member of the
      Board.

    (i) “Eligible Person” shall mean any
      employee, officer, Non‐Employee Director, consultant, independent contractor or advisor providing services to the Company or any Affiliate, or any such person to whom an offer of employment or engagement with the Company or any Affiliate is extended.

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

    (k) “Fair Market Value” with respect to of
      one Share as of any date shall mean (a) if the Share is listed on any established stock exchange, the price of one Share at the close of the regular trading session of such market or exchange on such date, as reported by The Wall Street Journal or a
      comparable reporting service, or, if no sale of Shares shall have occurred on such date, on the next preceding date on which there was a sale of Shares; (b) if the Shares are not so listed on any established stock exchange, the average of the closing
      “bid” and “asked” prices 

    
      
        


    

    quoted by the OTCQB, the National Quotation Bureau, or any comparable reporting service on such date or, if there are no quoted “bid” and “asked” prices on such date, on the next preceding date
      for which there are such quotes for a Share; or (c) if the Shares are not publicly traded as of such date, the per share value of a Share, as determined by the Board, or any duly authorized Committee of the Board, in its sole discretion, by applying
      principles of valuation with respect thereto.

    (l) “Non-Employee Director” shall mean a
      Director who is not also an employee of the Company or an Affiliate.

    (m) “Option” shall mean shall mean an
      option granted under the Plan.

    (n) “Participant” shall mean an Eligible
      Person designated to be granted an Award under the Plan.

    (o) “Plan” shall mean the Rezolute, Inc.
      2014 Non-Qualified Stock Option Plan, as amended from time to time.

    (p) “Rule 16b‐3” shall mean Rule 16b‐3
      promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or any successor rule or regulation.

    (q) “Section 409A” shall mean Section 409A
      of the Code, or any successor provision, and applicable Treasury Regulations and other applicable guidance thereunder.

    (r) “Securities Act” shall mean the
      Securities Act of 1933, as amended.

    (s) “Share” or “Shares” shall mean common shares $0.001 par value in the capital of the Company (or such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 4(c) of the Plan).

    
      
        
          	

                	Section 3.	
                  Administration

                


        

      

    

    (a) Power and Authority of the Committee. The Plan shall be administered by the Committee. Subject to the express provisions of the Plan and to applicable law, the Committee shall have full
        power and authority to: (i) designate Participants; (ii) determine the number of Shares to be covered by (or the method by which payments or other rights are to be calculated in connection with) each Award; (iii) determine the terms and conditions
        of any Award or Award Agreement, including any terms relating to the forfeiture of any Award and the forfeiture, recapture or disgorgement of any cash, Shares or other amounts payable with respect to any Award; (iv) amend the terms and conditions
        of any Award or Award Agreement, subject to the limitations under Sections 6 or 7; (v) accelerate the exercisability of any Award or the lapse of any restrictions relating to any Award, subject to the limitations in Sections 6 and 7; (vi) determine
        whether, to what extent and under what circumstances Awards may be exercised in cash, Shares, other securities, other Awards or other property (excluding promissory notes), or canceled, forfeited or suspended; (vii) interpret and administer the
        Plan and any instrument or agreement, including an Award Agreement, relating to the Plan; (viii) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the
        Plan; (ix) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan; and (x) adopt such modifications, rules, procedures and subplans as may be necessary or desirable
        to comply with provisions of the laws of non‐U.S. jurisdictions in which the Company or an Affiliate may operate, including, without limitation, establishing any special rules for Affiliates, Eligible Persons or Participants located in any
        particular country, in order to meet the objectives of the Plan and to ensure the viability of the intended benefits of Awards granted to Participants located in such non‐United States jurisdictions. Unless otherwise expressly provided in the Plan,
        all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award or Award Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and
        binding upon any Participant, any holder or beneficiary of any Award or Award Agreement, and any employee of the Company or any Affiliate.

    
      
        


    

    (b) Delegation. The Committee may delegate to one or more
      officers or Directors of the Company, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion, the authority to grant Awards; provided, however, that the Committee shall not delegate such authority (i)
      with regard to grants of Awards to be made to officers or directors of the Company or (ii) in such a manner as would contravene Section 157 of the Delaware General Corporation Law, as amended. In no event shall any such delegation of authority be
      permitted with respect to Awards to any members of the Board or to any Eligible Person who is subject to Rule 16b‐3 under the Exchange Act. The Committee shall also be permitted to delegate, to any appropriate officer or employee of the Company,
      responsibility for performing certain ministerial functions under the Plan. In the event that the Committee’s authority is delegated to officers or employees in accordance with the foregoing, all provisions of the Plan relating to the Committee shall
      be interpreted in a manner consistent with the foregoing by treating any such reference as a reference to such officer or employee for such purpose. Any action undertaken in accordance with the Committee’s delegation of authority hereunder shall have
      the same force and effect as if such action were undertaken directly by the Committee and shall be deemed for all purposes of the Plan to have been taken by the Committee.

    (c) Power and Authority of the Board. Notwithstanding anything to the contrary
      contained herein, the Board may, at any time and from time to time, without any further action of the Committee, exercise all the powers and duties of the Committee under the Plan, unless the exercise of such powers and duties by the Board would
      cause the Plan not to comply with the requirements of Rule 16b‐3 or applicable law or exchange requirements.

    
      	

            	Section 4.	Shares Available for Awards

            


    

    (a) Shares Available. Subject to adjustment as provided in Section 4(c) of the
      Plan, the aggregate number of Shares that may be issued under all Awards under the Plan shall be 15,000,000 Shares which represents post Reverse Stock Split Shares.

    (b) Counting Shares. Except as set forth below in this Section 4(b), if an Award
      entitles the holder hereof to receive or purchase Shares, the number of Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting
      Awards under the Plan. For purposes of determining the number of Shares covered on the date of grant by an Option, the aggregate number of Shares with respect to which the Option is to be exercised shall be counted against the number of Shares
      available for Awards under the Plan (without regard to the number of actual Shares issued upon exercise or settlement).

    
      
        	

              	   (i)	
                Shares Added Back to Reserve. Subject to the limitations in Section 4(b)(ii) below, if any Shares covered by an Award or to which an Award relates are not purchased or are forfeited or are reacquired by the Company, or if an
                  Award otherwise terminates or is cancelled without delivery of any Shares, then the number of Shares counted against the aggregate number of Shares available under the Plan with respect to such Award, to the extent of any such forfeiture,
                  reacquisition by the Company, termination or cancellation, shall again be available for granting Awards under the Plan.

              


      

    

    
      
        	

              	   (ii)	
                Shares Not Added Back to Reserve. Notwithstanding anything to the contrary in Section (b)(i) above, the following Shares will not again become available for issuance under the Plan: (A) any Shares which would have been issued
                  upon any exercise of an Option but for the fact that the exercise price was paid by a “net exercise” pursuant to Section 6(a)(iii)(B) or any Shares tendered in payment of the exercise price of an Option; (B) any Shares withheld by the
                  Company or Shares tendered to satisfy any tax withholding obligation with respect to an Award; or (C) Shares that are repurchased by the Company using Option exercise proceeds.

              


      

    

    
      
        	

              	   (iii)	
                Substitute Awards Relating to Acquired Entities. Shares issued under Awards granted in substitution for awards previously granted by an entity that is acquired by or merged with the Company or an Affiliate shall not be counted
                  against the aggregate number of Shares available for Awards under the Plan.

              


      

    

    
      
        


    

    (c) Adjustments. In the event that any dividend or other distribution (whether
      in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split‐up, spin‐off, combination, repurchase or exchange of Shares or other securities of the
      Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares such that an adjustment is necessary in order to prevent dilution or enlargement of
      the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or other property) that
      thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities or other property) subject to outstanding Awards and (iii) the purchase price or exercise price with respect to any Award, provided, however, that the number of Shares covered by any Award or to which such Award relates shall always be rounded down to the nearest whole number. Such adjustment shall be made by the Committee or the Board, whose
      determination in that respect shall be final, binding and conclusive.

    (d) Annual Limitations.

    
      
        	

              	   (i)	
                Annual Limitations for Awards Granted to Employees, Officers and Consultant, Independent Contractors and Advisors. No Eligible Person may be granted any Award or Awards for more than ● Shares (subject to adjustment as provided
                  for in Section 4(c) of the Plan), in the aggregate in any calendar year.

              


      

    

    
      
        	

              	   (ii)	
                Annual Limitation for Awards Granted to Non‐Employee Directors. No Director who is not also an employee of the Company or an Affiliate may be granted any Award or Awards denominated in Shares that exceed in the aggregate $● (such value computed as of the date of grant in accordance with applicable financial accounting rules) in any calendar year. The foregoing limit shall not apply to any Award made pursuant to any
                  election by the Director to receive an Award in lieu of all or a portion of annual and committee retainers and annual meeting fees.

              


      

    

     

    
      	

            	Section 5.	Eligibility

            


    

    Any Eligible Person shall be eligible to be designated as a Participant. In determining which Eligible Persons shall receive an Award and the terms of any Award, the Committee
      may take into account the nature of the services rendered by the respective Eligible Persons, their present and potential contributions to the success of the Company or such other factors as the Committee, in its discretion, shall deem relevant.

    
      	

            	Section 6.	
              Awards

            


    

    (a) Options. The Committee is hereby authorized to grant Options to Eligible
      Persons with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:

    
      
        	

              	   (i)	
                Exercise Price. The purchase price per Share purchasable under an Option shall be determined by the Committee and shall not be less than 100% of the Fair Market Value of a Share on the date of grant of such Option; provided, however, that the Committee may designate a purchase price below Fair Market Value on the date of grant if the Option is granted in substitution for a stock option previously granted by an
                  entity that is acquired by or merged with the Company or an Affiliate.

              


      

    

    
      
        	

              	   (ii)	
                Option Term. The term of each Option shall be fixed by the Committee at the time of grant but shall not be longer than 10 years from the date of grant.

              


      

    

    
      
        	

              	   (iii)	
                Time and Method of Exercise. The Committee shall determine the time or times at which an Option may be exercised within the Option term, either in whole or in part, and the method of exercise, except that any exercise price
                  tendered shall be in either cash, Shares 

                

              


      

    

    
      
        


    

    
      	

            	   

            	
              having a Fair Market Value on the exercise date equal to the applicable exercise price, or a combination thereof, as determined by the Committee.

            


    

    

      	

            	(A)	
              Promissory Notes. For the avoidance of doubt, the Committee may not accept a promissory note as consideration.

            


    

    

      	

            	(B)	
              Net Exercises. The terms of any Option may be written to permit the Option to be exercised by delivering to the Participant a number of Shares having an aggregate Fair Market Value (determined as of the date of exercise) equal to
                the excess, if any, of the Fair Market Value of the Shares underlying the Option being exercised, on the date of exercise, over the exercise price of the Option for such Shares.

            


    

    (b) General.

    
      
        	

              	   (i)	
                Consideration for Awards. Awards may be granted for no cash consideration or for any cash or other consideration as may be determined by the Committee or required by applicable law.

              


      

    

    
      
        	

              	   (ii)	
                Awards May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with or in substitution for any other Award or any award granted under any other
                  plan of the Company or any Affiliate. Awards granted in addition to or in tandem with other Awards or in addition to or in tandem with awards granted under any other plan of the Company or any Affiliate may be granted either at the same
                  time as or at a different time from the grant of such other Awards or awards.

              


      

    

    
      
        	

              	   (iii)	
                Forms of Payment under Awards. Subject to the terms of the Plan and of any applicable Award Agreement, payments or transfers to be made by the Company or an Affiliate upon the grant, exercise or payment of an Award may be made
                  in such form or forms as the Committee shall determine (including, without limitation, cash, Shares, other securities (but excluding promissory notes), other Awards or other property or any combination thereof).

              


      

    

    
      
        	

              	   (iv)	
                Limits on Transfer of Awards. Except as otherwise provided by the Committee in its discretion and subject to such additional terms and conditions as it determines, no Award (other than fully vested and unrestricted Shares issued
                  pursuant to any Award) and no right under any such Award shall be transferable by a Participant other than by will or by the laws of descent and distribution, and no Award (other than fully vested and unrestricted Shares issued pursuant
                  to any Award) or right under any such Award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company or any
                  Affiliate. The Committee may establish procedures as it deems appropriate for a Participant to designate a person or persons, as beneficiary or beneficiaries, to exercise the rights of the Participant and receive any property
                  distributable with respect to any Award in the event of the Participant’s death.

              


      

    

    
      
        	

              	   (v)	
                Restrictions; Securities Exchange Listing. All Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such restrictions as the Committee may deem advisable under the
                  Plan, applicable federal or state securities laws and regulatory requirements, and the Committee may cause appropriate entries to be made with respect to, or legends to be placed on the certificates for, such Shares or other securities to
                  reflect such restrictions. The Company shall not be required to deliver any Shares or other securities covered by an Award unless and until the requirements of any federal or state securities or other laws, rules or regulations 

                

              


      

    

    
      
        


    

    

      	

            	   

            	
              (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

            


    

    
      	

            	   (vi)	
              Prohibition on Option Repricing. Except as provided in Section 4(c) hereof, the Committee may not, without prior approval of the Company’s stockholders, seek to effect any re-pricing of any previously granted, “underwater” Option
                by: (i) amending or modifying the terms of the Option to lower the exercise price; (ii) canceling the underwater Option and granting either (A) replacement Options having a lower exercise price; or (B) Shares in exchange; or (iii)
                cancelling or repurchasing the underwater Option for cash or other securities. An Option will be deemed to be “underwater” at any time when the Fair Market Value of the Shares covered by such Option is less than the exercise price.

            


    

  

  
    	

          	   (vii)	
            Acceleration of Vesting or Exercisability. No Award Agreement shall, either by operation of its terms or by action of the Committee, accelerate the exercisability of any Award or the lapse of restrictions relating to any
              Award in connection with a change-in-control event unless such acceleration occurs upon the consummation of (or effective immediately prior to the consummation of, provided that the consummation subsequently occurs) such change-in-control
              event.

          


    

    

    
      	

            	Section 7.	
              Amendment and Termination; Corrections

            


    

    

    

    (a) Amendments to the Plan and Awards. The Board may from time to time amend,
      suspend or terminate this Plan, and the Committee may amend the terms of any previously granted Award, provided that no amendment to the terms of any previously granted Award may, (except as expressly provided in the Plan) adversely alter or impair
      the terms or conditions of the Award previously granted to a Participant under this Plan without the written consent of the Participant or holder thereof. Any amendment to this Plan, or to the terms of any Award previously granted, is subject to
      compliance with all applicable laws, rules, regulations and policies of any applicable governmental entity or securities exchange, including receipt of any required approval from the governmental entity or stock exchange. For greater certainty and
      without limiting the foregoing, the Board may amend, suspend, terminate or discontinue the Plan, and the Committee may amend or alter any previously granted Award, as applicable, without obtaining the approval of stockholders of the Company in order
      to:

    
      
        	

              	   (i)	
                amend the eligibility for, and limitations or conditions imposed upon, participation in the Plan;

              


      

    

    
      
        	

              	   (ii)	
                subject to the limitations of Section 6, amend any terms relating to the granting or exercise of Awards, including but not limited to terms relating to the amount and payment of the exercise price, or the vesting, expiry, assignment or
                  adjustment of Awards, or otherwise waive any conditions of or rights of the Company under any outstanding Award, prospectively or retroactively;

              


      

    

    
      
        	

              	   (iii)	
                make changes that are necessary or desirable to comply with applicable laws, rules, regulations and policies of any applicable governmental entity or stock exchange (including amendments to Awards necessary or desirable to maximize any
                  available tax deduction or to avoid any adverse tax results, and no action taken to comply with such laws, rules, regulations and policies shall be deemed to impair or otherwise adversely alter or impair the rights of any holder of an
                  Award or beneficiary thereof); or

              


      

    

    
      
        	

              	   (iv)	
                amend any terms relating to the administration of the Plan, including the terms of any administrative guidelines or other rules related to the Plan.

              


      

    

    For greater certainty, and except as provided in Section 4(c), prior approval of the stockholders of the Company shall be required for any amendment to the Plan
      or an Award that would:

     

    

    
      
        


    

    
      
        	

              	   (i)	
                require stockholder approval under the rules or regulations of the Securities and Exchange Commission or any other securities exchange that are applicable to the Company;

              


      

    

    
      
        	

              	   (ii)	
                increase the number of shares authorized under the Plan as specified in Section 4(a) of the Plan;

              


      

    

    
      
        	

              	   (iii)	
                permit repricing of Options, which is currently prohibited by Section 6(b)(vi) of the Plan;

              


      

    

    
      
        	

              	   (iv)	
                permit the award of Options at a price less than 100% of the Fair Market Value of a Share on the date of grant of such Option, contrary to Section 6(a)(i) of the Plan; or

              


      

    

    
      
        	

              	   (v)	
                increase the maximum term permitted for Options as specified in Section 6(a)(ii) of the Plan.

              


      

    

    (b) Corporate Transactions. In the event of any reorganization, merger,
      consolidation, split‐up, spin‐off, combination, plan of arrangement, take-over bid or tender offer, repurchase or exchange of Shares or other securities of the Company or any other similar corporate transaction or event involving the Company (or the
      Company shall enter into a written agreement to undergo such a transaction or event), the Committee or the Board may, in its sole discretion but subject to the limitations in Section 6 (e.g., limitations on
      re‐pricing), provide for any of the following to be effective upon the consummation of the event (or effective immediately prior to the consummation of the event, provided that the consummation of the event subsequently occurs), and no action taken
      under this Section 7(b) shall be deemed to impair or otherwise adversely alter or impair the rights of any holder of an Award or beneficiary thereof:

    
      
        	

              	   (i)	
                either (A) termination of any Award, whether or not vested, in exchange for an amount of cash and/or other property, if any, equal to the amount that would have been attained upon the exercise of the vested portion of the Award or
                  realization of the Participant’s vested rights (and, for the avoidance of doubt, if, as of the date of the occurrence of the transaction or event described in this Section 7(b)(i)(A), the Committee or the Board determines in good faith
                  that no amount would have been attained upon the exercise of the Award or realization of the Participant’s rights, then the Award may be terminated by the Company without any payment) or (B) the replacement of the Award with other rights
                  or property selected by the Committee or the Board, in its sole discretion;

              


      

    

    
      
        	

              	   (ii)	
                that the Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a
                  parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;

              


      

    

    
      
        	

              	   (iii)	
                that the Award shall be exercisable or payable or fully vested with respect to all Shares covered thereby, notwithstanding anything to the contrary in the applicable Award Agreement; or

              


      

    

    
      
        	

              	   (iv)	
                that the Award cannot vest, be exercised or become payable after a date certain in the future, which may be the effective date of the event.

              


      

    

    (c) Correction of Defects, Omissions and Inconsistencies. The Committee, without
      prior approval of the stockholders of the Company, may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award or Award Agreement in the manner and to the extent it shall deem desirable to implement or
      maintain the effectiveness of the Plan.

     

    

    
      
        


    

    
      	

            	Section 8.	
              Income Tax Withholding

            


    

    In order to comply with all applicable federal, state, local or foreign income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that
      all applicable federal, state, local or foreign payroll, withholding, income or other taxes, which are the sole and absolute responsibility of a Participant, are withheld or collected from such Participant. In order to assist a Participant in paying
      all or a portion of the applicable taxes to be withheld or collected upon exercise or receipt of (or the lapse of restrictions relating to) an Award, the Committee, in its discretion and subject to such additional terms and conditions as it may
      adopt, may permit the Participant to satisfy such tax obligation by (a) electing to have the Company withhold a portion of the Shares otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a
      Fair Market Value equal to the amount of such taxes (subject to any limitations required by ASC Topic 718 to avoid adverse accounting treatment) or (b) delivering to the Company Shares other than Shares issuable upon exercise or receipt of (or the
      lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes. The election, if any, must be made on or before the date that the amount of tax to be withheld is determined.

    
      	

            	Section 9.	
              General Provisions

            


    

    (a) No Rights to Awards. No Eligible Person, Participant or other person shall
      have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Eligible Persons, Participants or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the
      same with respect to any Participant or with respect to different Participants.

    (b) Award Agreements. No Participant shall have rights
      under an Award granted to such Participant unless and until an Award Agreement shall have been signed by the Participant (if requested by the Company), or until such Award Agreement is delivered and accepted through an electronic medium in accordance
      with procedures established by the Company. An Award Agreement need not be signed by a representative of the Company unless required by the Committee. Each Award Agreement shall be subject to the applicable terms and conditions of the Plan and any
      other terms and conditions (not inconsistent with the Plan) determined by the Committee.

    (c) Plan Provisions Control. In the event that any
      provision of an Award Agreement conflicts with or is inconsistent in any respect with the terms of the Plan as set forth herein or subsequently amended, the terms of the Plan shall control.

    (d) No Rights of Stockholders. Except with respect to
      Shares issued under Awards, neither a Participant nor the Participant’s legal representative shall be, or have any of the rights and privileges of, a stockholder of the Company with respect to any Shares issuable upon the exercise or payment of any
      Award, in whole or in part, unless and until such Shares have been issued.

    (e) No Limit on Other Compensation Arrangements. Nothing
      contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation plans or arrangements, and such plans or arrangements may be either generally applicable or applicable only in
      specific cases.

    (f) No Right to Employment or Directorship. The grant of an
      Award shall not be construed as giving a Participant the right to be retained as an employee of the Company or any Affiliate, or the right to be retained as a Director, nor will it affect in any way the right of the Company or an Affiliate to
      terminate a Participant’s employment at any time, with or without cause, or remove a Director in accordance with applicable law. In addition, the Company or an Affiliate may at any time dismiss a Participant from employment, or remove a Director who
      is a Participant, free from any liability or any claim under the Plan or any Award, unless otherwise expressly provided in the Plan or in any Award Agreement. Nothing in this Plan shall confer on any person any legal or equitable right against the
      Company or any Affiliate, directly or indirectly, or give rise to any cause of action at law or in equity against the Company or an Affiliate. Under no circumstances shall any person ceasing to be an employee or Director of the Company or any
      Affiliate be entitled to any compensation for any loss of any right or benefit under the Plan which such employee or Director might otherwise have enjoyed but for termination of employment or directorship, whether such compensation is claimed by way
      of damages for wrongful or unfair dismissal, breach of contract or otherwise. By participating in the Plan, each Participant shall be deemed to have accepted all the conditions of the 

    
      
        


    

    Plan and the terms and conditions of any rules and regulations adopted by the Committee and shall be fully bound thereby.

    (g) Governing Law. The internal law, and not the law of
      conflicts, of the State of Delaware shall govern all questions concerning the validity, construction and effect of the Plan or any Award, and any rules and regulations relating to the Plan or any Award.

    (h) Severability. If any provision of the Plan or any Award
      is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to
      applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction or Award,
      and the remainder of the Plan or any such Award shall remain in full force and effect.

    (i) No Trust or Fund Created. Neither the 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 and a Participant or any other person. To the extent that any person acquires a right to receive
      payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.

    (j) Other Benefits. No compensation or benefit awarded to
      or realized by any Participant under the Plan shall be included for the purpose of computing such Participant’s compensation or benefits under any pension, retirement, savings, profit sharing, group insurance, disability, severance, termination pay,
      welfare or other benefit plan of the Company, unless required by law or otherwise provided by such other plan.

    (k) No Fractional Shares. No fractional Shares shall be
      issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash shall be paid in lieu of any fractional Share or whether such fractional Share or any rights thereto shall be canceled, terminated or otherwise
      eliminated.

    (l) Forfeiture, Clawback or Recoupment. All Awards under
      this Plan shall be subject to forfeiture and/or penalty conditions or provisions as determined by the Committee and set forth in the applicable Award Agreement. In addition to such forfeiture and/or penalty conditions as specified in any Award
      Agreement, Awards under this Plan shall be subject to clawback, recoupment or other penalties pursuant a policy adopted by the Company, as such policy may be amended from time to time.

    (m) Headings. Headings are given to the sections and
      subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

    
      	

            	Section 10.	
              Term of the Plan

            


    

    No Award shall be granted under the Plan, and the Plan shall terminate, on July 31, 2029 or any earlier date of discontinuation or termination established pursuant to
      Section 7(a) of the Plan. Unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such dates, and the authority of the Committee provided for hereunder with respect to the
      Plan and any Awards, and the authority of the Board to amend the Plan, shall extend beyond the termination of the Plan.