Exhibit 10.2


  


PLAYBUTTON CORPORATION



2012 EQUITY INCENTIVE PLAN


 


1.             Purpose of the
Plan.


 


This 2012 Equity Incentive
Plan (the “Plan”) is intended as an incentive to attract and retain directors, officers, consultants, advisors
and employees to Playbutton Corporation, a Delaware corporation (the “Company”), and any Subsidiary of the Company,
within the meaning of Section 424(f) of the United States Internal Revenue Code of 1986, as amended (the “Code”),
whose services are considered valuable, to encourage the sense of proprietorship and to stimulate the active interest of such persons
in the development and financial success of the Company and its Subsidiaries.


 


It is further intended
that certain options granted pursuant to the Plan shall constitute incentive stock options within the meaning of Section 422 of
the Code (the “Incentive Options”) while certain other options granted pursuant to the Plan shall be nonqualified
stock options (the “Nonqualified Options”). Incentive Options and Nonqualified Options are hereinafter referred
to collectively as “Options.” In all cases, the terms, provisions, conditions and limitations of the Plan shall
be construed and interpreted consistent with the Company’s intent as stated in this Section 1.


 


2.             Administration
of the Plan.


 


The Board of Directors
of the Company (the “Board”) shall appoint a committee (“Committee”) consisting of members
of the Board to supervise and administer the Plan. The Committee, subject to Sections 3, 5 and 6 hereof, shall have full power
and authority to designate recipients of Options and restricted stock (“Restricted Stock”) and to determine
the terms and conditions of the respective Option and Restricted Stock agreements (which need not be identical) and to interpret
the provisions and supervise the administration of the Plan. The Committee shall have the authority, without limitation, to designate
which Options granted under the Plan shall be Incentive Options and which shall be Nonqualified Options. To the extent any Option
does not qualify as an Incentive Option, it shall constitute a separate Nonqualified Option.


 


Subject to the provisions
of the Plan, the Committee shall interpret the Plan and all Options and Restricted Stock granted under the Plan, shall make such
rules as it deems necessary for the proper administration of the Plan, shall make all other determinations necessary or advisable
for the administration of the Plan and shall correct any defects or supply any omission or reconcile any inconsistency in the Plan
or in any Options or Restricted Stock granted under the Plan in the manner and to the extent that the Committee deems desirable
to carry into effect the Plan or any Options or Restricted Stock. The act or determination of a majority of the Committee shall
be the act or determination of the Committee and any decision reduced to writing and signed by all of the members of the Committee
shall be fully effective as if it had been made by a majority of the Committee at a meeting duly held for such purpose. Subject
to the provisions of the Plan, any action taken or determination made by the Committee pursuant to this and the other Sections
of the Plan shall be conclusive on all parties.


 


In the event that for
any reason the Committee is unable to act, or if there shall be no such Committee, or if the Board otherwise determines to administer
the Plan, then the Plan shall be administered by the Board, and references herein to the Committee (except in the proviso to this
sentence) shall be deemed to be references to the Board.


 






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3.             Designation of
Optionees and Grantees.


 


The persons eligible
for participation in the Plan as recipients of Options (the “Optionees”) or Restricted Stock (the “Grantees”
and together with Optionees, the “Participants”) shall include directors, officers and employees of, and consultants
and advisors to, the Company or any Subsidiary; provided that Incentive Options may only be granted to employees of the Company
and any Subsidiary. In selecting Participants, and in determining the number of shares to be covered by each Option or award of
Restricted Stock granted to Participants, the Committee may consider any factors it deems relevant, including, without limitation,
the office or position held by the Participant or the Participant’s relationship to the Company, the Participant’s
degree of responsibility for and contribution to the growth and success of the Company or any Subsidiary, the Participant’s
length of service, promotions and potential. A Participant who has been granted an Option or Restricted Stock hereunder may be
granted an additional Option or Options, or Restricted Stock if the Committee shall so determine.


 


4.             Stock Reserved
for the Plan.


 


Subject to adjustment
as provided in Section 8 hereof, a total of 1,200,000 shares of the Company’s Common Stock, par value $0.0001 per share (the
“Stock”), shall be subject to the Plan. The shares of Stock subject to the Plan shall consist of unissued shares,
treasury shares or previously issued shares held by any Subsidiary of the Company, and such number of shares of Stock shall be
and is hereby reserved for such purpose. Any of such shares of Stock that may remain unissued and that are not subject to outstanding
Options at the termination of the Plan shall cease to be reserved for the purposes of the Plan, but until termination of the Plan
the Company shall at all times reserve a sufficient number of shares of Stock to meet the requirements of the Plan. Should any
Option or award of Restricted Stock expire or be canceled prior to its exercise or vesting in full or should the number of shares
of Stock to be delivered upon the exercise or vesting in full of an Option or award of Restricted Stock be reduced for any reason,
the shares of Stock theretofore subject to such Option or Restricted Stock may be subject to future Options or Restricted Stock
under the Plan.


 


5.             Terms and Conditions
of Options.


 


Options granted under
the Plan shall be subject to the following conditions and shall contain such additional terms and conditions, not inconsistent
with the terms of the Plan, as the Committee shall deem desirable:


 


(a)             Option Price.
The purchase price of each share of Stock purchasable under an Incentive Option shall be determined by the Committee at the time
of grant, but shall not be less than 100% of the Fair Market Value (as defined below) of such share of Stock on the date the Option
is granted; provided, however, that with respect to an Optionee who, at the time such Incentive Option is granted,
owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock
of the Company or of any Subsidiary, the purchase price per share of Stock shall be at least 110% of the Fair Market Value per
share of Stock on the date of grant. The purchase price of each share of Stock purchasable under a Nonqualified Option shall not
be less than 100% of the Fair Market Value of such share of Stock on the date the Option is granted. The exercise price for each
Option shall be subject to adjustment as provided in Section 8 below. “Fair Market Value” means the price determined
by the Committee in a manner consistent with the provisions of the Code.


 


(b)             Option Term.
The term of each Option shall be fixed by the Committee, but no Option shall be exercisable more than ten years after the date
such Option is granted and in the case of an Incentive Option granted to an Optionee who, at the time such Incentive Option is
granted, owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes
of stock of the Company or of any Subsidiary, no such Incentive Option shall be exercisable more than five years after the date
such Incentive Option is granted.


 






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(c)             Exercisability.
Subject to Section 5(j) hereof, Options shall be exercisable at such time or times and subject to such terms and conditions as
shall be determined by the Committee at the time of grant; provided, however, that in the absence of any Option
vesting periods designated by the Committee at the time of grant, Options shall vest and become exercisable as to one-third of
the total number of shares subject to the Option on each of the first, second and third anniversaries of the date of grant.


 


Upon the occurrence of
a “Change in Control” (as hereinafter defined), the Committee may accelerate the vesting and exercisability of outstanding
Options, in whole or in part, as determined by the Committee in its sole discretion. In its sole discretion, the Committee may
also determine that, upon the occurrence of a Change in Control, each outstanding Option shall terminate within a specified number
of days after notice to the Optionee thereunder, and each such Optionee shall receive, with respect to each share of Stock subject
to such Option, an amount equal to the excess of the Fair Market Value of such shares immediately prior to such Change in Control
over the exercise price per share of such Option; such amount shall be payable in cash, in one or more kinds of property (including
the property, if any, payable in the transaction) or a combination thereof, as the Committee shall determine in its sole discretion.


 


For purposes of the Plan,
unless otherwise defined in an employment agreement between the Company and the relevant Optionee, a Change in Control shall be
deemed to have occurred if:


 


(i)             a tender
offer (or series of related offers) shall be made and consummated for the ownership of 50% or more of the outstanding voting securities
of the Company, unless as a result of such tender offer more than 50% of the outstanding voting securities of the surviving or
resulting corporation shall be owned in the aggregate by the stockholders of the Company (as of the time immediately prior to the
commencement of such offer), any employee benefit plan of the Company or its Subsidiaries, and their affiliates;


 


(ii)            the
Company shall be merged or consolidated with another corporation, unless as a result of such merger or consolidation more than
50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the stockholders
of the Company (as of the time immediately prior to such transaction), any employee benefit plan of the Company or its Subsidiaries,
and their affiliates;


 


(iii)           the
Company shall sell substantially all of its assets to another corporation that is not wholly owned by the Company, unless as a
result of such sale more than 50% of such assets shall be owned in the aggregate by the stockholders of the Company (as of the
time immediately prior to such transaction), any employee benefit plan of the Company or its Subsidiaries and their affiliates;
or


 


(iv)           a person
or entity shall acquire 50% or more of the outstanding voting securities of the Company (whether directly, indirectly, beneficially
or of record), unless as a result of such acquisition more than 50% of the outstanding voting securities of the surviving or resulting
corporation shall be owned in the aggregate by the stockholders of the Company (as of the time immediately prior to the first acquisition
of such securities by such person or entity), any employee benefit plan of the Company or its Subsidiaries, and their affiliates.


 






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Notwithstanding the foregoing,
if Change of Control is defined in an employment agreement between the Company and the relevant Optionee, then, with respect to
such Optionee, Change of Control shall have the meaning ascribed to it in such employment agreement.


 


(d)             Method of Exercise.
Options to the extent then exercisable may be exercised in whole or in part at any time during the option period, by giving written
notice to the Company specifying the number of shares of Stock to be purchased, accompanied by payment in full of the purchase
price, in cash, or by check or such other instrument as may be acceptable to the Committee. As determined by the Committee, in
its sole discretion, at or after grant, payment in full or in part may be made at the election of the Optionee (i) in the form
of Stock owned by the Optionee (based on the Fair Market Value of the Stock which is not the subject of any pledge or security
interest, (ii) in the form of shares of Stock withheld by the Company from the shares of Stock otherwise to be received with such
withheld shares of Stock having a Fair Market Value equal to the exercise price of the Option, or (iii) by a combination of the
foregoing, such Fair Market Value determined by applying the principles set forth in Section 5(a), provided that the combined
value of all cash and cash equivalents and the Fair Market Value of any shares surrendered to the Company is at least equal to
such exercise price and except with respect to (ii) above, such method of payment will not cause a disqualifying disposition of
all or a portion of the Stock received upon exercise of an Incentive Option. An Optionee shall have the right to dividends and
other rights of a stockholder with respect to shares of Stock purchased upon exercise of an Option at such time as the Optionee
(i) has given written notice of exercise and has paid in full for such shares, and (ii) has satisfied such conditions that may
be imposed by the Company with respect to the withholding of taxes.


 


(e)             Non-transferability
of Options. Options are not transferable and may be exercised solely by the Optionee during his lifetime or after his death
by the person or persons entitled thereto under his will or the laws of descent and distribution. The Committee, in its sole discretion,
may permit a transfer of a Nonqualified Option to (i) a trust for the benefit of the Optionee, (ii) a member of the Optionee’s
immediate family (or a trust for his or her benefit) or (iii) pursuant to a domestic relations order. Any attempt to transfer,
assign, pledge or otherwise dispose of, or to subject to execution, attachment or similar process, any Option contrary to the provisions
hereof shall be void and ineffective and shall give no right to the purported transferee.


 


(f)             Termination by
Death. Unless otherwise determined by the Committee, if any Optionee’s employment with or service to the Company or
any Subsidiary terminates by reason of death, the Option may thereafter be exercised, to the extent then exercisable (or on such
accelerated basis as the Committee may determine at or after grant), by the legal representative of the estate or by the legatee
of the Optionee under the will of the Optionee, for a period of one (1) year after the date of such death or until the expiration
of the stated term of such Option as provided under the Plan, whichever period is shorter.


 


(g)             Termination by
Reason of Disability. Unless otherwise determined by the Committee, if any Optionee’s employment with or service to
the Company or any Subsidiary terminates by reason of Disability (as defined below), then any Option held by such Optionee may
thereafter be exercised, to the extent it was exercisable at the time of termination due to Disability (or on such accelerated
basis as the Committee may determine at or after grant), but may not be exercised after ninety (90) days after the date of such
termination of employment or service or the expiration of the stated term of such Option, whichever period is shorter; provided,
however, that, if the Optionee dies within such ninety (90) day period, any unexercised Option held by such Optionee shall
thereafter be exercisable to the extent to which it was exercisable at the time of death for a period of one (1) year after the
date of such death or for the stated term of such Option, whichever period is shorter. “Disability” shall mean an
Optionee’s total and permanent disability; provided, that if Disability is defined in an employment agreement between
the Company and the relevant Optionee, then, with respect to such Optionee, Disability shall have the meaning ascribed to it in
such employment agreement.


 






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(h)             Termination by
Reason of Retirement. Unless otherwise determined by the Committee, if any Optionee’s employment with or service to
the Company or any Subsidiary terminates by reason of Normal or Early Retirement (as such terms are defined below), any Option
held by such Optionee may thereafter be exercised to the extent it was exercisable at the time of such Retirement (or on such
accelerated basis as the Committee shall determine at or after grant), but may not be exercised after ninety (90) days after the
date of such termination of employment or service or the expiration of the stated term of such Option, whichever date is earlier;
provided, however, that, if the Optionee dies within such ninety (90) day period, any unexercised Option held by
such Optionee shall thereafter be exercisable, to the extent to which it was exercisable at the time of death, for a period of
one (1) year after the date of such death or for the stated term of such Option, whichever period is shorter.


 


For purposes of this
paragraph (h), “Normal Retirement” shall mean retirement from active employment with the Company or any Subsidiary
on or after the normal retirement date specified in the applicable Company or Subsidiary pension plan or if no such pension plan,
age 65, and “Early Retirement” shall mean retirement from active employment with the Company or any Subsidiary
pursuant to the early retirement provisions of the applicable Company or Subsidiary pension plan or if no such pension plan, age
55.


 


(i)             Other Terminations.
Unless otherwise determined by the Committee upon grant, if any Optionee’s employment with or service to the Company or
any Subsidiary is terminated by such Optionee for any reason other than death, Disability, Normal or Early Retirement or Good
Reason (as defined below), the Option shall thereupon terminate, except that the portion of any Option that was exercisable on
the date of such termination of employment or service may be exercised for the lesser of ninety (90) days after the date of termination
or the balance of such Option’s term, which ever period is shorter. The transfer of an Optionee from the employ of or service
to the Company to the employ of or service to a Subsidiary, or vice versa, or from one Subsidiary to another, shall not be deemed
to constitute a termination of employment or service for purposes of the Plan.


 


(i)             In the
event that the Optionee’s employment or service with the Company or any Subsidiary is terminated by the Company or such Subsidiary
for “Cause” any unexercised portion of any Option shall immediately terminate in its entirety. For purposes
hereof, unless otherwise defined in an employment agreement between the Company and the relevant Optionee, “Cause”
shall exist upon a Optionee’s conviction of fraud, dishonesty or act detrimental to the interests of the Company or any Subsidiary
of Company; provided, however, that it is specifically understood that “Cause” shall not include any
act of commission or omission in the good-faith exercise of such Optionee’s business judgment as a director, officer or employee
of the Company, as the case may be, or upon the advice of counsel to the Company. Notwithstanding the foregoing, if Cause is defined
in an employment agreement between the Company and the relevant Optionee, then, with respect to such Optionee, Cause shall have
the meaning ascribed to it in such employment agreement.


 






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(ii)            In the
event that an Optionee is removed as a director, officer or employee by the Company at any time other than for “Cause”
or resigns as a director, officer or employee for “Good Reason” the Option granted to such Optionee may be exercised
by the Optionee, to the extent the Option was exercisable on the date such Optionee ceases to be a director, officer or employee.
Such Option may be exercised at any time within one (1) year after the date the Optionee ceases to be a director, officer or employee,
or the date on which the Option otherwise expires by its terms; which ever period is shorter, at which time the Option shall terminate;
provided, however, if the Optionee dies before the Options terminate and are no longer exercisable, the terms and
provisions of Section 5(f) shall control. For purposes of this Section 5(i), and unless otherwise defined in an employment agreement
between the Company and the relevant Optionee, Good Reason shall exist upon the occurrence of the following:


 


		(A)	the assignment to Optionee of any duties inconsistent with the position in the Company that Optionee
held immediately prior to the assignment;



 


		(B)	a Change of Control resulting in a significant adverse alteration in the status or conditions of
Optionee’s participation with the Company or other nature of Optionee’s responsibilities from those in effect prior
to such Change of Control, including any significant alteration in Optionee’s responsibilities immediately prior to such
Change in Control; and



 


		(C)	the failure by the Company to continue to provide Optionee with benefits substantially similar
to those enjoyed by Optionee prior to such failure.



 


Notwithstanding
the foregoing, if Good Reason is defined in an employment agreement between the Company and the relevant Optionee, then, with respect
to such Optionee, Good Reason shall have the meaning ascribed to it in such employment agreement.


 


(j)             Limit on Value
of Incentive Option. The aggregate Fair Market Value, determined as of the date the Incentive Option is granted, of Stock for
which Incentive Options are exercisable for the first time by any Optionee during any calendar year under the Plan (and/or any
other stock option plans of the Company or any Subsidiary) shall not exceed $100,000.


 


6.             Terms and Conditions
of Restricted Stock.


 


Restricted Stock may
be granted under this Plan aside from, or in association with, any other award and shall be subject to the following conditions
and shall contain such additional terms and conditions (including provisions relating to the acceleration of vesting of Restricted
Stock upon a Change of Control), not inconsistent with the terms of the Plan, as the Committee shall deem desirable:


 


(a)             Grantee rights.
A Grantee shall have no rights to an award of Restricted Stock unless and until Grantee accepts the award within the period prescribed
by the Committee and, if the Committee shall deem desirable, makes payment to the Company in cash, or by check or such other instrument
as may be acceptable to the Committee. After acceptance and issuance of a certificate or certificates, as provided for below,
the Grantee shall have the rights of a stockholder with respect to Restricted Stock subject to the non-transferability and forfeiture
restrictions described in Section 6(d) below.


 


(b)             Issuance of Certificates.
The Company shall issue in the Grantee’s name a certificate or certificates for the shares of Stock associated with the
award promptly after the Grantee accepts such award.


 






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(c)             Delivery of Certificates.
Unless otherwise provided, any certificate or certificates issued evidencing shares of Restricted Stock shall not be delivered
to the Grantee until such shares are free of any restrictions specified by the Committee at the time of grant.


 


(d)             Forfeitability,
Non-transferability of Restricted Stock. Shares of Restricted Stock are forfeitable until the terms of the Restricted Stock
grant have been satisfied. Shares of Restricted Stock are not transferable until the date on which the Committee has specified
such restrictions have lapsed. Unless otherwise provided by the Committee at or after grant, distributions in the form of dividends
or otherwise of additional shares or property in respect of shares of Restricted Stock shall be subject to the same restrictions
as such shares of Restricted Stock.


 


(e)             Change of Control.
Upon the occurrence of a Change in Control as defined in Section 5(c), the Committee may accelerate the vesting of outstanding
Restricted Stock, in whole or in part, as determined by the Committee, in its sole discretion.


 


(f)             Termination of
Employment. Unless otherwise determined by the Committee at or after grant, in the event the Grantee ceases to be an employee
or otherwise associated with the Company for any other reason, all shares of Restricted Stock theretofore awarded to him which
are still subject to restrictions shall be forfeited and the Company shall have the right to complete the blank stock power. The
Committee may provide (on or after grant) that restrictions or forfeiture conditions relating to shares of Restricted Stock will
be waived in whole or in part in the event of termination resulting from specified causes, and the Committee may in other cases
waive in whole or in part restrictions or forfeiture conditions relating to Restricted Stock.


 


7.             Term of Plan.


 


No Option or award of
Restricted Stock shall be granted pursuant to the Plan on or after the date which is ten years from the effective date of the Plan,
but Options and awards of Restricted Stock theretofore granted may extend beyond that date.


 


8.             Capital Change
of the Company.


 


In the event of any merger,
reorganization, consolidation, recapitalization, stock dividend, or other change in corporate structure affecting the Stock, the
Committee shall make an appropriate and equitable adjustment in the number and kind of shares reserved for issuance under the Plan
and in the number and option price of shares subject to outstanding Options granted under the Plan, to the end that after such
event each Optionee’s proportionate interest shall be maintained (to the extent possible) as immediately before the occurrence
of such event. The Committee shall, to the extent feasible, make such other adjustments as may be required under the tax laws so
that any Incentive Options previously granted shall not be deemed modified within the meaning of Section 424(h) of the Code. Appropriate
adjustments shall also be made in the case of outstanding Restricted Stock granted under the Plan.


 


The adjustments described
above will be made only to the extent consistent with continued qualification of the Option under Section 422 of the Code (in the
case of an Incentive Option) and Section 409A of the Code.


 


9.             Purchase for
Investment/Conditions.


 


Each person exercising
or receiving Options or Restricted Stock under the Plan may be required by the Company to give a representation in writing that
he is acquiring the securities for his own account for investment and not with a view to, or for sale in connection with, the distribution
of any part thereof. The Committee may impose any additional or further restrictions on awards of Options or Restricted Stock as
shall be determined by the Committee at the time of award.


 






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10.           Taxes.


 


(a)             The Company may
make such provisions as it may deem appropriate, consistent with applicable law, in connection with any Options or Restricted Stock
granted under the Plan with respect to the withholding of any taxes (including income or employment taxes) or any other tax matters.


 


(b)             If any Grantee,
in connection with the acquisition of Restricted Stock, makes the election permitted under Section 83(b) of the Code (that is,
an election to include in gross income in the year of transfer the amounts specified in Section 83(b)), such Grantee shall notify
the Company of the election with the Internal Revenue Service pursuant to regulations issued under the authority of Code Section
83(b).


 


(c)             If any Grantee
shall make any disposition of shares of Stock issued pursuant to the exercise of an Incentive Option under the circumstances described
in Section 421(b) of the Code (relating to certain disqualifying dispositions), such Grantee shall notify the Company of such disposition
within ten (10) days hereof.


 


11.           Effective
Date of Plan.


 


The Plan shall be effective
on October 12, 2012; provided, however, that if, and only if, certain options are intended to qualify as Incentive Stock Options,
the Plan must subsequently be approved by majority vote of the Company’s stockholders no later than October 12, 2013. Notwithstanding
the foregoing, nothing in this Section 11 or any other provision of the Plan shall require that the Plan be put to the stockholders
of the Company for their approval, it being understood that stockholder approval is only a condition for the qualification of options
as Incentive Stock Options.


 


12.           Amendment and
Termination.


 


The Board may amend,
suspend, or terminate the Plan, except that no amendment shall be made that would impair the rights of any Participant under any
Option or Restricted Stock theretofore granted without the Participant’s consent, and except that no amendment shall be made
which, without the approval of the stockholders of the Company would:


 


(a)             materially increase
the number of shares that may be issued under the Plan, except as is provided in Section 8;


 


(b)             materially increase
the benefits accruing to the Participants under the Plan;


 


(c)             materially modify
the requirements as to eligibility for participation in the Plan;


 


(d)             decrease the exercise
price of an Incentive Option to less than 100% of the Fair Market Value per share of Stock on the date of grant thereof or the
exercise price of a Nonqualified Option to less than 100% of the Fair Market Value per share of Stock on the date of grant thereof;
or


 


(e)             extend the term
of any Option beyond that provided for in Section 5(b).


 






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(f)             except as otherwise
provided in Sections 5(d) and 8 hereof, reduce the exercise price of outstanding Options or effect repricing through cancellations
and re-grants of new Options.


 


Subject to the forgoing,
the Committee may amend the terms of any Option theretofore granted, prospectively or retrospectively, but no such amendment shall
impair the rights of any Optionee without the Optionee’s consent.


 


It is the intention of
the Board that the Plan comply strictly with the provisions of Section 409A of the Code and Treasury Regulations and other Internal
Revenue Service guidance promulgated thereunder (the “Section 409A Rules”) and the Committee shall exercise
its discretion in granting awards hereunder (and the terms of such awards), accordingly. The Plan and any grant of an award hereunder
may be amended from time to time (without, in the case of an award, the consent of the Participant) as may be necessary or appropriate
to comply with the Section 409A Rules.


 


13.           Government Regulations.


 


The Plan, and the grant
and exercise of Options or Restricted Stock hereunder, and the obligation of the Company to sell and deliver shares under such
Options and Restricted Stock shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental
agencies, national securities exchanges and interdealer quotation systems as may be required.


 


14.           General Provisions.


 


(a)             Certificates.
All certificates for shares of Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission,
or other securities commission having jurisdiction, any applicable Federal or state securities law, any stock exchange or interdealer
quotation system upon which the Stock is then listed or traded and the Committee may cause a legend or legends to be placed on
any such certificates to make appropriate reference to such restrictions.


 


(b)             Employment Matters.
Neither the adoption of the Plan nor any grant or award under the Plan shall confer upon any Participant who is an employee of
the Company or any Subsidiary any right to continued employment or, in the case of a Participant who is a director, continued
service as a director, with the Company or a Subsidiary, as the case may be, nor shall it interfere in any way with the right
of the Company or any Subsidiary to terminate the employment of any of its employees, the service of any of its directors or the
retention of any of its consultants or advisors at any time.


 


(c)             Limitation of
Liability. No member of the Committee, or any officer or employee of the Company acting on behalf of the Committee, shall
be personally liable for any action, determination or interpretation taken or made in good faith with respect to the Plan, and
all members of the Committee and each and any officer or employee of the Company acting on their behalf shall, to the extent permitted
by law, be fully indemnified and protected by the Company in respect of any such action, determination or interpretation.


 


(d)             Registration
of Stock. Notwithstanding any other provision in the Plan, no Option may be exercised unless and until the Stock to be issued
upon the exercise thereof has been registered under the Securities Act and applicable state securities laws, or are, in the opinion
of counsel to the Company, exempt from such registration in the United States. The Company shall not be under any obligation to
register under applicable federal or state securities laws any Stock to be issued upon the exercise of an Option granted hereunder
in order to permit the exercise of an Option and the issuance and sale of the Stock subject to such Option, although the Company
may in its sole discretion register such Stock at such time as the Company shall determine. If the Company chooses to comply with
such an exemption from registration, the Stock issued under the Plan may, at the direction of the Committee, bear an appropriate
restrictive legend restricting the transfer or pledge of the Stock represented thereby, and the Committee may also give appropriate
stop transfer instructions with respect to such Stock to the Company’s transfer agent.


 






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15.           Non-Uniform
Determinations.


 


The Committee’s
determinations under the Plan, including, without limitation, (i) the determination of the Participants to receive awards, (ii)
the form, amount and timing of such awards, (iii) the terms and provisions of such awards and (iv) the agreements evidencing the
same, need not be uniform and may be made by it selectively among Participants who receive, or who are eligible to receive, awards
under the Plan, whether or not such Participants are similarly situated.


 


16.           Governing Law.


 


The validity, construction,
and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the internal laws
of the State of Delaware, without giving effect to principles of conflicts of laws, and applicable federal law.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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