Exhibit 4.7


 


Good Earth Energy Conservation, Inc.


 


2013 INCENTIVE PLAN


 


SECTION 1.      Purpose.
The purpose of the Good Earth Energy Conservation, Inc. 2013 Incentive Plan is to attract, retain and motivate employees, officers,
directors, consultants, agents, advisors and independent contractors of the Company and its Related Companies by providing them
the opportunity to acquire a proprietary interest in the Company and to align their interests and efforts to the long-term interests
of the Company’s stockholders.


 


SECTION 2.      Definitions.
Certain capitalized terms used in the Plan have the meanings set forth in Appendix A.


 


SECTION 3.      Administration.


 


3.1.      Administration
of the Plan. The Plan shall be administered by the Board or the Compensation Committee. The Compensation Committee shall be
composed of two or more directors, each of whom is a “non-employee director” within the meaning of Rule 16b-3(b)(3)
promulgated under the Exchange Act, or any successor definition adopted by the Securities and Exchange Commission. As used in this
Plan, the term “Compensation Committee” shall be construed as if followed by the words “(if any)”;
and nothing in this Plan requires the Board to have a Compensation Committee.


 


3.2.      Delegation.
Notwithstanding the foregoing, the Board may delegate responsibility for administering the Plan with respect to designated classes
of Eligible Persons to different committees consisting of one or more members of the Board, subject to such limitations as the
Board deems appropriate, except with respect to Awards to any Participants who are then subject to Section 16 of the Exchange Act.
Members of any committee shall serve for such term as the Board may determine, subject to removal by the Board at any time. To
the extent consistent with applicable law, the Board or the Compensation Committee may authorize one or more officers of the Company
to grant Awards to designated classes of Eligible Persons, within limits specifically prescribed by the Board or the Compensation
Committee; provided, however, that no such officer shall have or obtain authority to grant Awards to himself or herself or to any
person then subject to Section 16 of the Exchange Act. All references in the Plan to the “Committee” shall be,
as applicable, to the Board, the Compensation Committee or any other committee or any officer to whom the Board or the Compensation
Committee has delegated authority to administer the Plan.


 




    	 



    	 



    

 


3.3.      Administration
and Interpretation by Committee.


 


(a)      Except
for the terms and conditions explicitly set forth in the Plan and to the extent permitted by applicable law, the Committee shall
have full power and exclusive authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan
as may from time to time be adopted by the Board or a Committee composed of members of the Board, to (i) select the Eligible
Persons to whom Awards may from time to time be granted under the Plan; (ii) determine the type or types of Award to be granted
to each Participant under the Plan; (iii) determine the number of shares of Common Stock to be covered by each Award granted
under the Plan; (iv) determine the terms and conditions of any Award granted under the Plan; (v) approve the forms of
notice or agreement for use under the Plan; (vi) determine whether, to what extent and under what circumstances Awards may
be settled in cash, shares of Common Stock or other property or canceled or suspended; (vii) determine whether, to what extent
and under what circumstances cash, shares of Common Stock, other property and other amounts payable with respect to an Award shall
be deferred either automatically or at the election of the Participant; (viii) interpret and administer the Plan and any instrument
evidencing an Award, notice or agreement executed or entered into under the Plan; (ix) establish such rules and regulations
as it shall deem appropriate for the proper administration of the Plan; (x) delegate ministerial duties to such of the Company’s
employees as it so determines; and (xi) make any other determination and take any other action that the Committee deems necessary
or desirable for administration of the Plan.


 


(b)      The
Committee shall have the right, without stockholder approval, to cancel or amend outstanding Options or SARs for the purpose of
repricing, replacing or regranting such Options or SARs with Options or SARs that have a purchase or grant price that is less than
the purchase or grant price for the original Options or SARs except in connection with adjustments provided in Section 15.


 


(c)      The
effect on the vesting of an Award of a Company-approved leave of absence or a Participant’s working less than full-time shall
be determined by the Company’s chief human resources officer or other person performing that function or, with respect to
directors or executive officers, by the Committee, whose determination shall be final.


 


(d)      Decisions
of the Committee shall be final, conclusive and binding on all persons, including the Company, any Participant, any stockholder
and any Eligible Person. A majority of the members of the Committee may determine its actions.


 


SECTION 4.      Shares
Subject to the Plan.


 


4.1.      Authorized
Number of Shares. Subject to adjustment from time to time as provided in Section 15.1, a maximum of 2,389,757 shares
of Common Stock shall be available for issuance under the Plan. Shares issued under the Plan shall be drawn from authorized and
unissued shares or shares now held or subsequently acquired by the Company as treasury shares.


 




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4.2.      Share
Usage.


 


(a)      Shares
of Common Stock covered by an Award shall not be counted as used unless and until they are actually issued and delivered to a Participant.
If any Award lapses, expires, terminates or is canceled prior to the issuance of shares thereunder or if shares of Common Stock
are issued under the Plan to a Participant and thereafter are forfeited to or otherwise reacquired by the Company, the shares subject
to such Awards and the forfeited or reacquired shares shall again be available for issuance under the Plan. Any shares of Common
Stock (i) tendered by a Participant or retained by the Company as full or partial payment to the Company for the purchase
price of an Award or to satisfy tax withholding obligations in connection with an Award, or (ii) covered by an Award that
is settled in cash, or in a manner such that some or all of the shares of Common Stock covered by the Award are not issued, shall
be available for Awards under the Plan. The number of shares of Common Stock available for issuance under the Plan shall not be
reduced to reflect any dividends or dividend equivalents that are reinvested into additional shares of Common Stock or credited
as additional shares of Common Stock subject or paid with respect to an Award.


 


(b)      The
Committee shall also, without limitation, have the authority to grant Awards as an alternative to or as the form of payment for
grants or rights earned or due under other compensation plans or arrangements of the Company.


 


(c)      Notwithstanding
anything in the Plan to the contrary, the Committee may grant Substitute Awards under the Plan. Substitute Awards shall not reduce
the number of shares authorized for issuance under the Plan. In the event that an Acquired Entity has shares available for awards
or grants under one or more preexisting plans not adopted in contemplation of such acquisition or combination, then, to the extent
determined by the Committee, the shares available for grant pursuant to the terms of such preexisting plan (as adjusted, to the
extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination
to determine the consideration payable to holders of common stock of the entities that are parties to such acquisition or combination)
may be used for Awards under the Plan and shall not reduce the number of shares of Common Stock authorized for issuance under the
Plan; provided, however, that Awards using such available shares shall not be made after the date awards or grants could have been
made under the terms of such preexisting plans, absent the acquisition or combination, and shall only be made to individuals who
were not employees or directors of the Company or a Related Company prior to such acquisition or combination. In the event that
a written agreement between the Company and an Acquired Entity pursuant to which a merger or consolidation is completed is approved
by the Board and that agreement sets forth the terms and conditions of the substitution for or assumption of outstanding awards
of the Acquired Entity, those terms and conditions shall be deemed to be the action of the Committee without any further action
by the Committee, except as may be required for compliance with Rule 16b-3 under the Exchange Act, and the persons holding such
awards shall be deemed to be Participants.


 


(d)      Notwithstanding
the other provisions in this Section 4.2, the maximum number of shares that may be issued upon the exercise of Incentive
Stock Options shall equal the aggregate share number stated in Section 4.1, subject to adjustment as provided in Section
15.1.


 




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SECTION 5.      Eligibility.
An Award may be granted to any employee, officer or director of the Company or a Related Company whom the Committee from time to
time selects. An Award may also be granted to any consultant, agent, advisor or independent contractor for bona fide services rendered
to the Company or any Related Company that (a) are not in connection with the offer and sale of the Company’s securities
in a capital-raising transaction and (b) do not directly or indirectly promote or maintain a market for the Company’s
securities.


 


SECTION 6.      Awards.


 


6.1.      Form,
Grant and Settlement of Awards. The Committee shall have the authority, in its sole discretion, to determine the type or types
of Awards to be granted under the Plan. Such Awards may be granted either alone or in addition to or in tandem with any other type
of Award. Any Award settlement may be subject to such conditions, restrictions and contingencies as the Committee shall determine.


 


6.2.      Evidence
of Awards. Awards granted under the Plan shall be evidenced by a written, including an electronic, notice or agreement that
shall contain such terms, conditions, limitations and restrictions as the Committee shall deem advisable and that are not inconsistent
with the Plan.


 


6.3.      Deferrals.
The Committee may permit or require a Participant to defer receipt of the payment of any Award if and to the extent set forth in
the instrument evidencing the Award at the time of grant. If any such deferral election is permitted or required, the Committee,
in its sole discretion, shall establish rules and procedures for such payment deferrals, which may include the grant of additional
Awards or provisions for the payment or crediting of interest or dividend equivalents, including converting such credits to deferred
stock unit equivalents; provided, however, that the terms of any deferrals under this Section 6.3 shall comply with all
applicable law, rules and regulations, including, without limitation, Section 409A of the Code.


 


6.4.      Dividends
and Distributions. Participants may, if and to the extent the Committee so determines and sets forth in the instrument evidencing
the Award at the time of grant, be credited with dividends paid with respect to shares of Common Stock underlying an Award in a
manner determined by the Committee in its sole discretion. The Committee may apply any restrictions to the dividends or dividend
equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends
or dividend equivalents, including cash, shares of Common Stock, Restricted Stock or Stock Units.


 


SECTION 7.      Options.


 


7.1.      Grant
of Options. The Committee may grant Options designated as Incentive Stock Options or Nonqualified Stock Options.


 


7.2.      Option
Exercise Price. The exercise price for shares purchased under an Option shall be at least one hundred percent (100%) of the
Fair Market Value on the Grant Date (and shall not be less than the minimum exercise price required by Section 422 of the Code
with respect to Incentive Stock Options), except in the case of Substitute Awards.


 




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7.3.      Term
of Options. Subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the Option,
the maximum term of a Nonqualified Stock Option shall be ten years from the Grant Date.


 


7.4.      Exercise
of Options. The Committee shall establish and set forth in each instrument that evidences an Option the time at which, or the
installments in which, the Option shall vest and become exercisable, any of which provisions may be waived or modified by the Committee
at any time.


 


To the extent an Option has vested and
become exercisable, the Option may be exercised in whole or from time to time in part by delivery to or as directed or approved
by the Company of a properly executed stock option exercise agreement or notice, in a form and in accordance with procedures established
by the Committee, setting forth the number of shares with respect to which the Option is being exercised, the restrictions imposed
on the shares purchased under such exercise agreement, if any, and such representations and agreements as may be required by the
Committee, accompanied by payment in full as described in Sections 7.5 and 13. An Option may be exercised only for
whole shares and may not be exercised for less than a reasonable number of shares at any one time, as determined by the Committee.


 


7.5.      Payment
of Exercise Price. The exercise price for shares purchased under an Option shall be paid in full to the Company by delivery
of consideration equal to the product of the Option exercise price and the number of shares purchased. Such consideration must
be paid before the Company will issue the shares being purchased and must be in a form or a combination of forms acceptable to
the Committee for that purchase, which forms may include:


 


(a)      cash;


 


(b)      check
or wire transfer;


 


(c)      having
the Company withhold shares of Common Stock that would otherwise be issued on exercise of the Option that have an aggregate Fair
Market Value equal to the aggregate exercise price of the shares being purchased under the Option;


 


(d)      tendering
(either actually or, so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, by attestation)
shares of Common Stock owned by the Participant that have an aggregate Fair Market Value equal to the aggregate exercise price
of the shares being purchased under the Option;


 


(e)      so
long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, and to the extent permitted by law, delivery
of a properly executed exercise notice, together with irrevocable instructions to a brokerage firm designated or approved by the
Company to deliver promptly to the Company the aggregate amount of proceeds to pay the Option exercise price and any withholding
tax obligations that may arise in connection with the exercise, all in accordance with the regulations of the Federal Reserve Board;
or


 


(f)      such
other consideration as the Committee may permit.


 




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7.6.      Effect
of Termination of Service. The Committee shall establish and set forth in each instrument that evidences an Option whether
the Option shall continue to be exercisable, and the terms and conditions of such exercise, after a Termination of Service, any
of which provisions may be waived or modified by the Committee at any time. If not so established in the instrument evidencing
the Option, the Option shall be exercisable according to the following terms and conditions, which may be waived or modified by
the Committee at any time:


 


(a)      Any
portion of an Option that is not vested and exercisable on the date of a Participant’s Termination of Service shall expire
on such date.


 


(b)      Any
portion of an Option that is vested and exercisable on the date of a Participant’s Termination of Service shall expire on
the earliest to occur of:


 


(i)      if
the Participant’s Termination of Service occurs for reasons other than Cause, Retirement, Disability or death, the date that
is three months after such Termination of Service;


 


(ii)         if
the Participant’s Termination of Service occurs by reason of Retirement, Disability or death, the one-year anniversary of
such Termination of Service; and


 


(iii)        the
Option Expiration Date.


 


Notwithstanding the foregoing, if a Participant
dies after his or her Termination of Service but while an Option is otherwise exercisable, the portion of the Option that is vested
and exercisable on the date of such Termination of Service shall expire upon the earlier to occur of (y) the Option Expiration
Date and (z) the one-year anniversary of the date of death, unless the Committee determines otherwise.


 


Also notwithstanding the foregoing, in
case a Participant’s Termination of Service occurs for Cause, all Options granted to the Participant shall automatically
expire upon first notification to the Participant of such termination, unless the Committee determines otherwise. If a Participant’s
employment or service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated
for Cause, all the Participant’s rights under any Option shall likewise be suspended during the period of investigation.
If any facts that would constitute termination for Cause are discovered after a Participant’s Termination of Service, any
Option then held by the Participant may be immediately terminated by the Committee, in its sole discretion.


 


(c)      If
the exercise of the Option following a Participant’s Termination of Service, but while the Option is otherwise exercisable,
would be prohibited solely because the issuance of Common Stock would violate either the registration requirements under the Securities
Act or the Company’s insider trading policy, then the Option shall remain exercisable until the earlier of (i) the Option
Expiration Date and (ii) the expiration of a period of three months (or such longer period of time as determined by the Committee
in its sole discretion) after the Participant’s Termination of Service during which the exercise of the Option would not
be in violation of such Securities Act or insider trading policy requirements.


 




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SECTION 8.      Incentive
Stock Option Limitations. Notwithstanding any other provisions of the Plan, the terms and conditions
of any Incentive Stock Options shall in addition comply in all respects with Section 422 of the Code, or any successor provision,
and any applicable regulations thereunder, including, to the extent required thereunder, the following:


 


8.1.      Dollar
Limitation. To the extent the aggregate Fair Market Value (determined as of the Grant Date) of Common Stock with respect to
which a Participant’s Incentive Stock Options become exercisable for the first time during any calendar year (under the Plan
and all other stock option plans of the Company and its parent and subsidiary corporations) exceeds $100,000, such portion in excess
of $100,000 shall be treated as a Nonqualified Stock Option. In the event the Participant holds two or more such Options that become
exercisable for the first time in the same calendar year, such limitation shall be applied on the basis of the order in which such
Options are granted.


 


8.2.      Eligible
Employees. Individuals who are not employees of the Company or one of its parent or subsidiary corporations may not be granted
Incentive Stock Options.


 


8.3.      Exercise
Price. The exercise price of an Incentive Stock Option shall be at least one hundred percent (100%) of the Fair Market Value
of the Common Stock on the Grant Date, and in the case of an Incentive Stock Option granted to a Participant who owns more than
ten percent (10%) of the total combined voting power of all classes of the stock of the Company or of its parent or subsidiary
corporations (a “Ten Percent Stockholder”), shall not be less than one hundred ten percent (110%) of the Fair
Market Value of the Common Stock on the Grant Date. The determination of more than ten percent (10%) ownership shall be made in
accordance with Section 422 of the Code.


 


8.4.      Option
Term. Subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the Option, the
maximum term of an Incentive Stock Option shall not exceed ten years, and in the case of an Incentive Stock Option granted to a
Ten Percent Stockholder, shall not exceed five (5) years.


 


8.5.      Exercisability.
An Option designated as an Incentive Stock Option shall cease to qualify for favorable tax treatment as an Incentive Stock Option
to the extent it is exercised (if permitted by the terms of the Option) (a) more than three months after the date of a Participant’s
Termination of Service if termination was for reasons other than death or disability, (b) more than one year after the date
of a Participant’s Termination of Service if termination was by reason of disability, or (c) after the Participant has
been on leave of absence for more than ninety (90) days, unless the Participant’s reemployment rights are guaranteed by statute
or contract.


 




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8.6.      Taxation
of Incentive Stock Options. In order to obtain certain tax benefits afforded to Incentive Stock Options under Section 422 of
the Code, the Participant must hold the shares acquired upon the exercise of an Incentive Stock Option for two (2) years after
the Grant Date and one (1) year after the date of exercise.


 


A Participant may be subject to the alternative
minimum tax at the time of exercise of an Incentive Stock Option. The Participant shall give the Company prompt notice of any disposition
of shares acquired on the exercise of an Incentive Stock Option prior to the expiration of such holding periods.


 


8.7.      Code
Definitions. For the purposes of this Section 8 “disability,” “parent corporation” and “subsidiary
corporation” shall have the meanings attributed to those terms for purposes of Section 422 of the Code.


 


SECTION 9.      Stock
Appreciation Rights.


 


9.1.      Grant
of Stock Appreciation Rights. The Committee may grant Stock Appreciation Rights to Participants at any time on such terms and
conditions as the Committee shall determine in its sole discretion. An SAR may be granted in tandem with an Option or alone (“freestanding”).
The grant price of a tandem SAR shall be equal to the exercise price of the related Option. The grant price of a freestanding SAR
shall be established in accordance with procedures for Options set forth in Section 7.2. An SAR may be exercised upon such
terms and conditions and for the term as the Committee determines in its sole discretion; provided, however, that, subject to earlier
termination in accordance with the terms of the Plan and the instrument evidencing the SAR, the maximum term of a freestanding
SAR shall be ten years, and in the case of a tandem SAR, (a) the term shall not exceed the term of the related Option and
(b) the tandem SAR may be exercised for all or part of the shares subject to the related Option upon the surrender of the
right to exercise the equivalent portion of the related Option, except that the tandem SAR may be exercised only with respect to
the shares for which its related Option is then exercisable.


 


9.2.      Payment
of SAR Amount. Upon the exercise of an SAR, a Participant shall be entitled to receive payment in an amount determined by multiplying:
(a) the difference between the Fair Market Value of the Common Stock on the date of exercise over the grant price of the SAR
by (b) the number of shares with respect to which the SAR is exercised. At the discretion of the Committee as set forth in
the instrument evidencing the Award, the payment upon exercise of an SAR may be in cash, in shares, in some combination thereof
or in any other manner approved by the Committee in its sole discretion.


 


9.3.      Waiver
of Restrictions. Subject to Section 18.5, the Committee, in its sole discretion, may waive any other terms, conditions
or restrictions on any SAR under such circumstances and subject to such terms and conditions as the Committee shall deem appropriate.


 




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SECTION 10.         Stock
Awards, Restricted Stock and Stock Units.


 


10.1.      Grant
of Stock Awards, Restricted Stock and Stock Units. The Committee may grant Stock Awards, Restricted Stock and Stock Units on
such terms and conditions and subject to such repurchase or forfeiture restrictions, if any, which may be based on continuous service
with the Company or a Related Company or the achievement of any performance goals, as the Committee shall determine in its sole
discretion, which terms, conditions and restrictions shall be set forth in the instrument evidencing the Award.


 


10.2.      Vesting
of Restricted Stock and Stock Units. Upon the satisfaction of any terms, conditions and restrictions prescribed with respect
to Restricted Stock or Stock Units, or upon a Participant’s release from any terms, conditions and restrictions of Restricted
Stock or Stock Units, as determined by the Committee, and subject to the provisions of Section 13, (a) the shares of
Restricted Stock covered by each Award of Restricted Stock shall become freely transferable by the Participant, and (b) Stock
Units shall be paid in shares of Common Stock or, if set forth in the instrument evidencing the Awards, in cash or a combination
of cash and shares of Common Stock. Any fractional shares subject to such Awards shall be paid to the Participant in cash.


 


10.3.      Waiver
of Restrictions. Subject to Section 18.5, the Committee, in its sole discretion, may waive the repurchase or forfeiture
period and any other terms, conditions or restrictions on any Restricted Stock or Stock Unit under such circumstances and subject
to such terms and conditions as the Committee shall deem appropriate.


 


SECTION 11.         Performance
Awards.


 


11.1.      Performance
Shares. The Committee may grant Awards of Performance Shares, designate the Participants to whom Performance Shares are to
be awarded and determine the number of Performance Shares and the terms and conditions of each such Award. Performance Shares shall
consist of a unit valued by reference to a designated number of shares of Common Stock, the value of which may be paid to the Participant
by delivery of shares of Common Stock or, if set forth in the instrument evidencing the Award, of such property as the Committee
shall determine, including, without limitation, cash, shares of Common Stock, other property, or any combination thereof, upon
the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee.
Subject to Section 18.5, the amount to be paid under an Award of Performance Shares may be adjusted on the basis of such
further consideration as the Committee shall determine in its sole discretion.


 


11.2.      Performance
Units. The Committee may grant Awards of Performance Units, designate the Participants to whom Performance Units are to be
awarded and determine the number of Performance Units and the terms and conditions of each such Award. Performance Units shall
consist of a unit valued by reference to a designated amount of property other than shares of Common Stock, which value may be
paid to the Participant by delivery of such property as the Committee shall determine, including, without limitation, cash, shares
of Common Stock, other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee,
and other terms and conditions specified by the Committee. Subject to Section 18.5, the amount to be paid under an Award
of Performance Units may be adjusted on the basis of such further consideration as the Committee shall determine in its sole discretion.


 




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SECTION 12.         Other
Stock Or Cash-Based Awards. Subject to the terms of the Plan and such other terms and conditions
as the Committee deems appropriate, the Committee may grant other incentives payable in cash or in shares of Common Stock under
the Plan.


 


SECTION 13.         Withholding.
The Company may require the Participant to pay to the Company the amount of (a) any taxes that the Company is required by
applicable federal, state, local or foreign law to withhold with respect to the grant, vesting or exercise of an Award (“tax
withholding obligations”) and (b) any amounts due from the Participant to the Company or to any Related Company (“other
obligations”). The Company shall not be required to issue any shares of Common Stock or otherwise settle an Award under the
Plan until such tax withholding obligations and other obligations are satisfied.


 


The Committee may permit or require a Participant
to satisfy all or part of the Participant’s tax withholding obligations and other obligations by (a) paying cash to
the Company, (b) having the Company withhold an amount from any cash amounts otherwise due or to become due from the Company
to the Participant, (c) having the Company withhold a number of shares of Common Stock that would otherwise be issued to the
Participant (or become vested, in the case of Restricted Stock) having a Fair Market Value equal to the tax withholding obligations
and other obligations, or (d) surrendering a number of shares of Common Stock the Participant already owns having a value
equal to the tax withholding obligations and other obligations. The value of the shares so withheld or tendered may not exceed
the employer’s minimum required tax withholding rate.


 


SECTION 14.         Assignability.
No Award or interest in an Award may be sold, assigned, pledged (as collateral for a loan or as security for the performance of
an obligation or for any other purpose) or transferred by a Participant or made subject to attachment or similar proceedings otherwise
than by will or by the applicable laws of descent and distribution, except to the extent the Participant designates one or more
beneficiaries on a Company-approved form who may exercise the Award or receive payment under the Award after the Participant’s
death. During a Participant’s lifetime, an Award may be exercised only by the Participant. Notwithstanding the foregoing
and to the extent permitted by Section 422 of the Code, the Committee, in its sole discretion, may permit a Participant to assign
or transfer an Award subject to such terms and conditions as the Committee shall specify.


 




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SECTION 15.         Adjustments.


 


15.1.      Adjustment
of Shares. In the event, at any time or from time to time, a stock dividend, stock split, spin-off, combination or exchange
of shares, recapitalization, merger, consolidation, distribution to stockholders other than a normal cash dividend, or other change
in the Company’s corporate or capital structure results in (a) the outstanding shares of Common Stock, or any securities
exchanged therefor or received in their place, being exchanged for a different number or kind of securities of the Company or (b) new,
different or additional securities of the Company or any other company being received by the holders of shares of Common Stock,
then the Committee shall make proportional adjustments in (i) the maximum number and kind of securities available for issuance
under the Plan; (ii) the maximum number and kind of securities issuable as Incentive Stock Options as set forth in Section
4.2; and (iii) the number and kind of securities that are subject to any outstanding Award and the per share price of
such securities, without any change in the aggregate price to be paid therefor. The determination by the Committee, as to the terms
of any of the foregoing adjustments shall be conclusive and binding.


 


Notwithstanding the foregoing, the issuance
by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property,
or for labor or services rendered, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or
upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and
no adjustment by reason thereof shall be made with respect to, outstanding Awards. Also notwithstanding the foregoing, a dissolution
or liquidation of the Company or a Company Transaction shall not be governed by this Section 15.1 but shall be governed
by Sections 15.2 and 15.3, respectively.


 


15.2.      Dissolution
or Liquidation. To the extent not previously exercised or settled, and unless otherwise determined by the Committee in its
sole discretion, Awards shall terminate immediately prior to the dissolution or liquidation of the Company. To the extent a vesting
condition, forfeiture provision or repurchase right applicable to an Award has not been waived by the Committee, the Award shall
be forfeited immediately prior to the consummation of the dissolution or liquidation.


 


15.3.      Change
in Control. Notwithstanding any other provision of the Plan to the contrary, unless the Committee shall determine otherwise
in the instrument evidencing the Award or in a written employment, services or other agreement between the Participant and the
Company or a Related Company, in the event of a Change in Control:


 


(a)      All
outstanding Awards, other than Performance Shares and Performance Units, shall become fully and immediately exercisable, and all
applicable deferral and restriction limitations or forfeiture provisions shall lapse, immediately prior to the Change in Control
and shall terminate at the effective time of the Change in Control; provided, however, that with respect to a Change in Control
that is a Company Transaction, such Awards shall become fully and immediately exercisable, and all applicable deferral and restriction
limitations or forfeiture provisions shall lapse, only if and to the extent such Awards are not converted, assumed or replaced
by the Successor Company.


 




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For the purposes of this Section 15.3(a),
an Award shall be considered converted, assumed or replaced by the Successor Company if following the Company Transaction the option
or right confers the right to purchase or receive, for each share of Common Stock subject to the Award immediately prior to the
Company Transaction, the consideration (whether stock, cash or other securities or property) received in the Company Transaction
by holders of Common Stock for each share held on the effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that
if such consideration received in the Company Transaction is not solely common stock of the Successor Company, the Committee may,
with the consent of the Successor Company, provide for the consideration to be received upon the exercise of the Option, for each
share of Common Stock subject thereto, to be solely common stock of the Successor Company substantially equal in fair market value
to the per share consideration received by holders of Common Stock in the Company Transaction. The determination of such substantial
equality of value of consideration shall be made by the Committee, and its determination shall be conclusive and binding.


 


(b)      All
Performance Shares or Performance Units earned and outstanding as of the date the Change in Control is determined to have occurred
shall be payable in full at the target level in accordance with the payout schedule pursuant to the instrument evidencing the Award.
Any remaining Performance Shares or Performance Units (including any applicable performance period) for which the payout level
has not been determined shall be prorated at the target payout level up to and including the date of such Change in Control and
shall be payable in full at the target level in accordance with the payout schedule pursuant to the instrument evidencing the Award.
Any existing deferrals or other restrictions not waived by the Committee in its sole discretion shall remain in effect.


 


(c)      Notwithstanding
Sections 15.3(a) and 15.3(b), the Committee, in its sole discretion, may (unless otherwise provided in the instrument
evidencing the Award or in a written employment, services or other agreement between the Participant and the Company or a Related
Company) instead provide in the event of a Change in Control that is a Company Transaction (i) for adjustments to the Plan
and outstanding Awards as contemplated by Section 15.1 or (ii) that a Participant’s outstanding Awards shall
terminate upon or immediately prior to such Company Transaction and that such Participant shall receive, in exchange therefor,
a cash payment equal to the amount (if any) by which (x) the value of the per share consideration received by holders of Common
Stock in the Company Transaction, or, if the Company Transaction is a sale of assets or otherwise does not result in direct receipt
of consideration by holders of Common Stock, the value of the deemed per share consideration received, in each case as determined
by the Committee in its sole discretion, multiplied by the number of shares of Common Stock subject to such outstanding Awards
(to the extent then vested and exercisable or whether or not then vested and exercisable, as determined by the Committee in its
sole discretion) exceeds (y) if applicable, the respective aggregate exercise price or grant price for such Awards.


 




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15.4.      Further
Adjustment of Awards. Subject to Sections 15.2 and 15.3, the Committee shall have the discretion, exercisable
at any time before a sale, merger, consolidation, reorganization, liquidation, dissolution or change in control of the Company,
as defined by the Committee, to take such further action as it determines to be necessary or advisable with respect to Awards.
Such authorized action may include (but shall not be limited to) establishing, amending or waiving the type, terms, conditions
or duration of, or restrictions on, Awards so as to provide for earlier, later, extended or additional time for exercise, lifting
restrictions and other modifications, and the Committee may take such actions with respect to all Participants, to certain categories
of Participants or only to individual Participants. The Committee may take such action before or after granting Awards to which
the action relates and before or after any public announcement with respect to such sale, merger, consolidation, reorganization,
liquidation, dissolution or change in control that is the reason for such action.


 


15.5.      No
Limitations. The grant of Awards shall in no way affect the Company’s right to adjust, reclassify, reorganize or otherwise
change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.


 


15.6.      Fractional
Shares. In the event of any adjustment in the number of shares covered by any Award, each such Award shall cover only the number
of full shares resulting from such adjustment.


 


15.7.      Section
409A of the Code. Notwithstanding anything in this Plan to the contrary, (a) any adjustments made pursuant to this Section
15 or any other amendments to Awards that are considered “deferred compensation” within the meaning of Section
409A of the Code shall be made in compliance with the requirements of Section 409A of the Code and (b) any adjustments made
pursuant to this Section 15 or any other amendments to Awards that are not considered “deferred compensation”
subject to Section 409A of the Code shall be made in such a manner as to ensure that after such adjustment or amendment the Awards
either (i) continue not to be subject to Section 409A of the Code or (ii) comply with the requirements of Section 409A
of the Code.


 


SECTION 16.         Market
Standoff. In the event of an underwritten public offering by the Company of its equity securities
pursuant to an effective registration statement filed under the Securities Act (including any registration statement that registers
for resale any shares issued in the Company’s Alternative Public Offering), no person may sell, make any short sale of, loan,
hypothecate, pledge, grant any option for the purchase of, or otherwise dispose of or transfer for value or otherwise agree to
engage in any of the foregoing transactions with respect to any shares issued pursuant to an Award granted under the Plan without
the prior written consent of the Company or its underwriters. Such limitations shall be in effect for such period of time as may
be requested by the Company or such underwriters; provided, however, that in no event shall such period exceed (a) one hundred
eighty (180) days after the effective date of the registration statement for such public offering or (b) such longer period
requested by the underwriter as is necessary to comply with regulatory restrictions on the publication of research reports (including,
but not limited to, NYSE Rule 472 or NASD Conduct Rule 2711). The limitations of this Section 16
shall in all events terminate two years after the effective date of the Company’s Alternative Public Offering.


 




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In the event of any stock split, stock
dividend, recapitalization, combination of shares, exchange of shares or other change affecting the Company’s outstanding
Common Stock effected as a class without the Company’s receipt of consideration, any new, substituted or additional securities
distributed with respect to any shares issued as or pursuant to an Award under the Plan shall be immediately subject to the provisions
of this Section 16, to the same extent such shares are at such time covered by such provisions.


 


In order to enforce the limitations of
this Section 16, the Company may impose stop-transfer instructions with respect to the purchased shares until the end of the applicable
standoff period.


 


SECTION 17.         Amendment
And Termination.


 


17.1.      Amendment,
Suspension or Termination. The Board or the Compensation Committee may amend, suspend or terminate the Plan or any portion
of the Plan at any time and in such respects as it shall deem advisable; provided, however, that, to the extent required by applicable
law, regulation or stock exchange rule, stockholder approval shall be required for any amendment to the Plan; and provided, further,
that any amendment that requires stockholder approval may be made only by the Board and not by the Compensation Committee. Subject
to Section 17.3, the Committee may amend the terms of any outstanding Award, prospectively or retroactively.


 


17.2.      Term
of the Plan. Unless sooner terminated as provided herein, the Plan shall terminate ten (10) years from the Effective Date.
After the Plan is terminated, no future Awards may be granted, but Awards previously granted shall remain outstanding in accordance
with their applicable terms and conditions and the Plan’s terms and conditions. Notwithstanding the foregoing, no Incentive
Stock Options may be granted more than ten (10) years after the later of: (a) the adoption of the Plan by the Board and (b) the
adoption by the Board of any amendment to the Plan that constitutes the adoption of a new plan for purposes of Section 422 of the
Code.


 


17.3.      Consent
of Participant. The amendment, suspension or termination of the Plan or a portion thereof or the amendment of an outstanding
Award shall not, without the Participant’s consent, materially adversely affect any rights under any Award theretofore granted
to the Participant under the Plan. Any change or adjustment to an outstanding Incentive Stock Option shall not, without the consent
of the Participant, be made in a manner so as to constitute a “modification” that would cause such Incentive Stock
Option to fail to continue to qualify as an Incentive Stock Option. Notwithstanding the foregoing, any adjustments made pursuant
to Section 15 shall not be subject to these restrictions.


 




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SECTION 18.         General.


 


18.1.      No
Individual Rights. No individual or Participant shall have any claim to be granted any Award under the Plan, and the Company
has no obligation for uniformity of treatment of Participants under the Plan.


 


Furthermore, nothing in the Plan or any
Award granted under the Plan shall be deemed to constitute an employment contract or confer or be deemed to confer on any Participant
any right to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit
in any way the right of the Company or any Related Company to terminate a Participant’s employment or other relationship
at any time, with or without cause.


 


18.2.      Issuance
of Shares. Notwithstanding any other provision of the Plan, the Company shall have no obligation to issue or deliver any shares
of Common Stock under the Plan or make any other distribution of benefits under the Plan unless, in the opinion of the Company’s
counsel, such issuance, delivery or distribution would comply with all applicable laws (including, without limitation, the requirements
of the Securities Act or the laws of any state or foreign jurisdiction) and the applicable requirements of any securities exchange
or similar entity.


 


The Company shall be under no obligation
to any Participant to register for offering or resale or to qualify for exemption under the Securities Act, or to register or qualify
under the laws of any state or foreign jurisdiction, any shares of Common Stock, security or interest in a security paid or issued
under, or created by, the Plan, or to continue in effect any such registrations or qualifications if made.


 


As a condition to the exercise of an Option
or any other receipt of Common Stock pursuant to an Award under the Plan, the Company may require (a) the Participant to represent
and warrant at the time of any such exercise or receipt that such shares are being purchased or received only for the Participant’s
own account and without any present intention to sell or distribute such shares and (b) such other action or agreement by
the Participant as may from time to time be necessary to comply with the federal, state and foreign securities laws. At the option
of the Company, a stop-transfer order against any such shares may be placed on the official stock books and records of the Company,
and a legend indicating that such shares may not be pledged, sold or otherwise transferred, unless an opinion of counsel (satisfactory
to the Company, in its sole discretion) is provided stating that such transfer is not in violation of any applicable law or regulation,
may be stamped on stock certificates to ensure exemption from registration. The Committee may also require the Participant to execute
and deliver to the Company a purchase agreement or such other agreement as may be in use by the Company at such time that describes
certain terms and conditions applicable to the shares.


 


To the extent the Plan or any instrument
evidencing an Award provides for issuance of stock certificates to reflect the issuance of shares of Common Stock, the issuance
may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock
exchange.


 




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18.3.      Indemnification.
Each person who is or shall have been a member of the Board, or a committee appointed by the Board, or an officer of the Company
to whom authority was delegated in accordance with Section 3, shall be indemnified and held harmless by the Company against
and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by such person in connection with
or resulting from any claim, action, suit or proceeding to which such person may be a party or in which such person may be involved
by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by such person in
settlement thereof, with the Company’s approval, or paid by such person in satisfaction of any judgment in any such claim,
action, suit or proceeding against such person; provided, however, that such person shall give the Company an opportunity, at its
own expense, to handle and defend the same before such person undertakes to handle and defend it on such person’s own behalf.
This duty to indemnify shall not apply to the extent that (i) such loss, cost, liability or expense is a result of such person’s
own willful misconduct or (ii) such indemnification is expressly prohibited by statute.


 


The foregoing right of indemnification
shall not be exclusive of any other rights of indemnification to which such person may be entitled under the Company’s certificate
of incorporation or bylaws, as a matter of law, or otherwise, or of any power that the Company may have to indemnify or hold harmless.


 


18.4.      No
Rights as a Stockholder. Unless otherwise provided by the Committee or in the instrument evidencing the Award or in a written
employment, services or other agreement, no Award, other than a Stock Award, shall entitle the Participant to any cash dividend,
voting or other right of a stockholder unless and until the date of issuance under the Plan of the shares that are the subject
of such Award.


 


18.5.      Compliance
with Laws and Regulations. In interpreting and applying the provisions of the Plan, any Option granted as an Incentive Stock
Option pursuant to the Plan shall, to the extent permitted by law, be construed as an “incentive stock option” within
the meaning of Section 422 of the Code.


 


Any Award granted pursuant to the Plan
is intended to comply with the requirements of Section 409A of the Code, including any applicable regulations and guidance issued
thereunder, and including transition guidance, to the extent Section 409A of the Code is applicable thereto, and the terms of the
Plan and any Award granted under the Plan shall be interpreted, operated and administered in a manner consistent with this intention
to the extent the Committee deems necessary or advisable to comply with Section 409A of the Code and any official guidance issued
thereunder. Any payment or distribution that is to be made under the Plan (or pursuant to an Award under the Plan) to a Participant
who is a “specified employee” of the Company within the meaning of that term under Section 409A of the Code and as
determined by the Committee, on account of a “separation from service” within the meaning of that term under Section
409A of the Code, may not be made before the date which is six months after the date of such “separation from service,”
unless the payment or distribution is exempt from the application of Section 409A of the Code by reason of the short-term deferral
exemption or otherwise. Notwithstanding any other provision in the Plan, the Committee, to the extent it deems necessary or advisable
in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify the Plan and any Award granted
under the Plan so that the Award qualifies for exemption from or complies with Section 409A of the Code; provided, however, that
the Committee makes no representations that Awards granted under the Plan shall be exempt from or comply with Section 409A of the
Code and makes no undertaking to preclude Section 409A of the Code from applying to Awards granted under the Plan.


 




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18.6.      Participants
in Other Countries or Jurisdictions. Without amending the Plan, the Committee may grant Awards to Eligible Persons who are
foreign nationals on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee,
be necessary or desirable to foster and promote achievement of the purposes of the Plan and shall have the authority to adopt such
modifications, procedures, subplans and the like as may be necessary or desirable to comply with provisions of the laws or regulations
of other countries or jurisdictions in which the Company or any Related Company may operate or have employees to ensure the viability
of the benefits from Awards granted to Participants employed in such countries or jurisdictions, meet the requirements that permit
the Plan to operate in a qualified or tax-efficient manner, comply with applicable foreign laws or regulations and meet the objectives
of the Plan.


 


18.7.      No
Trust or Fund. The Plan is intended to constitute an “unfunded” plan. Nothing contained herein shall require the
Company to segregate any monies or other property, or shares of Common Stock, or to create any trusts, or to make any special deposits
for any immediate or deferred amounts payable to any Participant, and no Participant shall have any rights that are greater than
those of a general unsecured creditor of the Company.


 


18.8.      Successors.
All obligations of the Company under the Plan with respect to Awards shall be binding on any successor to the Company, whether
the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all the business and/or assets of the Company.


 


18.9.      Severability.
If any provision of the Plan or any Award is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any
person, 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 Committee’s
determination, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction,
person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.


 


18.10.         Choice
of Law and Venue. The Plan, all Awards granted thereunder and all determinations made and actions taken pursuant hereto, to
the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of California without
giving effect to principles of conflicts of law. Participants irrevocably consent to the nonexclusive jurisdiction and venue of
the state and federal courts located in the State of California.


 




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18.11.         Legal
Requirements. The granting of Awards and the issuance of shares of Common Stock under the Plan are subject to all applicable
laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.


 


SECTION 19.         Effective
Date. The effective date (the “Effective Date”)
is the date on which the Plan is adopted by the Board. If the stockholders of the Company do not approve the Plan within twelve
(12) months after the Board’s adoption of the Plan, any Incentive Stock Options granted under the Plan will be treated as
Nonqualified Stock Options.


 




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APPENDIX A


 


DEFINITIONS


 


As used in the Plan:


 


“Acquired
Entity” means any entity acquired by the Company or a Related Company or with which the Company or a Related Company
merges or combines.


 


“Alternative
Public Offering” means the series of related transactions in which (i) the shareholders of Good Earth Energy Conservation,
Inc. enters into a share exchange with the Company (ii) shareholders of Good Earth Energy Conservation, Inc. receive shares
of common stock of the Company in exchange for their shares of capital stock of Good Earth Energy Conservation, Inc., and (iii) the
Company issues shares of Common Stock in a private placement of securities.


 


“Award”
means any Option, Stock Appreciation Right, Stock Award, Restricted Stock, Stock Unit, Performance Share, Performance Unit, cash-based
award or other incentive payable in cash or in shares of Common Stock as may be designated by the Committee from time to time.


 


“Board”
means the Board of Directors of the Company.


 


“Cause,”
unless otherwise defined in the instrument evidencing an Award or in a written employment, services or other agreement between
the Participant and the Company or a Related Company, means dishonesty, fraud, serious or willful misconduct, unauthorized use
or disclosure of confidential information or trade secrets, or conduct prohibited by law (except minor violations), in each case
as determined by the Company’s chief human resources officer or other person performing that function or, in the case of
directors and executive officers, the Committee, whose determination shall be conclusive and binding.


 


“Change in
Control,” unless the Committee determines otherwise with respect to an Award at the time the Award is granted or unless
otherwise defined for purposes of an Award in a written employment, services or other agreement between the Participant and the
Company or a Related Company, means the occurrence of any of the following events:


 


(i)      An
acquisition by any individual, entity or group, within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, (a “Person”)
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%)
of either (1) the then outstanding shares of Common Stock of the Company (the “Outstanding Common Stock”)
or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Voting Securities”); excluding, however, the following: (a) any
acquisition directly from the Company, other than an acquisition by virtue of the exercise, exchange or conversion of any Convertible
Securities unless such securities were themselves acquired directly from the Company, (b) any acquisition by the Company;
(c) any acquisition by John Hwang or any Entity that he controls, or (d) any acquisition by any Person pursuant to a
transaction which complies with clauses (1), (2) and (3) of subsection (iii) of the definition of “Company Transaction;”
or


 




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(ii)         Within
any period of twenty-four (24) consecutive months, a change in the composition of the Board such that the individuals who, immediately
prior to such period, constituted the Board (such Board shall be hereinafter referred to as the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board; provided, however, for purposes hereof, that any individual
who becomes a member of the Board during such period, whose election, or nomination for election by the Company’s stockholders,
was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the
Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of
the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of either
an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not
be so considered as a member of the Incumbent Board; or


 


(iii)        A
Company Transaction; or


 


(iv)        The
approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, other than to an entity pursuant
to a transaction which would comply with clauses (1), (2) and (3) of the definition of “Company Transaction”, assuming
for this purpose that such transaction were a Company Transaction.


 


For purposes of the definition of “Change
of Control” and “Company Transaction”, a series of transactions undertaken with a common purpose shall be treated
as a single transaction that begins at the consummation of the first transaction in the series and ends at the consummation of
the last transaction in the series.


 


“Company Transaction”
means the consummation of (i) a reorganization, merger or consolidation of the Company or (ii) the sale or other disposition
of all or substantially all of the assets of the Company and its direct and indirect subsidiaries taken as a whole, except in each
case a transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners,
respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such transaction will beneficially
own, directly or indirectly, more than sixty percent (60%) of, respectively, the outstanding shares of common stock, and the combined
voting power of the outstanding voting securities entitled to vote generally in the election of directors, as the case may be,
of the entity resulting from such transaction (including, without limitation, an entity which as a result of such transaction owns
the Company or all or substantially all of the Company’s assets, either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to such transaction, of the Outstanding Common Stock and
Outstanding Voting Securities, as the case may be, (2) no Person (other than the Company) will beneficially own, directly
or indirectly, more than twenty-five percent (25%) of, respectively, the outstanding shares of common stock of the Company resulting
from such transaction or the combined voting power of the outstanding voting securities of such Company entitled to vote generally
in the election of directors, except to the extent that such ownership existed with respect to the Company prior to the transaction,
and (3) individuals who were members of the Board immediately prior to the approval by the stockholders of the Company of
such transaction will constitute at least a majority of the members of the board of directors of the Company resulting from such
transaction.


 




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“Convertible
Security” means any security convertible into or exchangeable for shares of Common Stock of the Company, or any option,
warrant or other right to acquire shares of Common Stock of the Company.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


“Committee”
has the meaning set forth in Section 3.2.


 


“Common Stock”
means the common stock of the Company.


 


“Company”
means Good Earth Energy Conservation, Inc. a Nevada corporation.


 


“Compensation
Committee” means the Compensation Committee (if any) of the Board.


 


“Disability,”
unless otherwise defined by the Committee for purposes of the Plan or in the instrument evidencing an Award or in a written employment,
services or other agreement between the Participant and the Company or a Related Company, means a mental or physical impairment
of the Participant that is expected to result in death or that has lasted or is expected to last for a continuous period of twelve
(12) months or more and that causes the Participant to be unable to perform his or her material duties for the Company or a Related
Company and to be engaged in any substantial gainful activity, in each case as determined by the Company’s chief human resources
officer or other person performing that function or, in the case of directors and executive officers, the Committee, whose determination
shall be conclusive and binding.


 


“Effective
Date” has the meaning set forth in Section 19.


 


“Eligible
Person” means any person eligible to receive an Award as set forth in Section 5.


 


“Entity”
means any individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time.


 




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“Fair Market
Value” means the closing price for the Common Stock on any given date during regular trading, or if not trading on that
date, such price on the last preceding date on which the Common Stock was traded, unless determined otherwise by the Committee
using such methods or procedures as it may establish.


 


“Grant Date”
means the later of (i) the date on which the Committee completes the corporate action authorizing the grant of an Award or
such later date specified by the Committee and (ii) the date on which all conditions precedent to an Award have been satisfied,
provided that conditions to the exercisability or vesting of Awards shall not defer the Grant Date.


 


“Incentive
Stock Option” means an Option granted with the intention that it qualify as an “incentive stock option” as
that term is defined for purposes of Section 422 of the Code or any successor provision.


 


“including,”
“include,” “includes” and words of similar import shall be construed broadly as if followed
by the phrase “without limitation.”


 


“Nonqualified
Stock Option” means an Option other than an Incentive Stock Option.


 


“Option”
means a right to purchase Common Stock granted under Section 7.


 


“Option Expiration
Date” means the last day of the maximum term of an Option.


 


“Outstanding
Company Common Stock” has the meaning set forth in the definition of “Change in Control.”


 


“Outstanding
Company Voting Securities” has the meaning set forth in the definition of “Change in Control.”


 


“Parent Company”
means a company or other entity which as a result of a Company Transaction owns the Company or all or substantially all of the
Company’s assets either directly or through one or more subsidiaries.


 


“Participant”
means any Eligible Person to whom an Award is granted.


 


“Performance
Award” means an Award of Performance Shares or Performance Units granted under Section 11.


 


“Performance
Share” means an Award of units denominated in shares of Common Stock granted under Section 11.1.


 


“Performance
Unit” means an Award of units denominated in cash or property other than shares of Common Stock granted under Section
11.2.


 


“Plan”
means the Good Earth Energy Conservation, Inc. 2013 Incentive Plan.


 




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“Related Company”
means any entity that is directly or indirectly controlled by, in control of or under common control with the Company.


 


“Restricted
Stock” means an Award of shares of Common Stock granted under Section 10, the rights of ownership of which are
subject to restrictions prescribed by the Committee.


 


“Retirement,”
unless otherwise defined in the instrument evidencing the Award or in a written employment, services or other agreement between
the Participant and the Company or a Related Company, means “Retirement” as defined for purposes of the Plan by the
Committee or the Company’s chief human resources officer or other person performing that function or, if not so defined,
means Termination of Service on or after the date the Participant reaches “normal retirement age,” as that term is
defined in Section 411(a)(8) of the Code.


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time.


 


“Stock Appreciation
Right” or “SAR” means a right granted under Section 9.1 to receive the excess of the Fair
Market Value of a specified number of shares of Common Stock over the grant price.


 


“Stock Award”
means an Award of shares of Common Stock granted under Section 10, the rights of ownership of which are not subject to restrictions
prescribed by the Committee.


 


“Stock Unit”
means an Award denominated in units of Common Stock granted under Section 10.


 


“Substitute
Awards” means Awards granted or shares of Common Stock issued by the Company in substitution or exchange for awards previously
granted by an Acquired Entity.


 


“Successor
Company” means the surviving company, the successor company or Parent Company, as applicable, in connection with a Company
Transaction.


 


“Termination
of Service” means a termination of employment or service relationship with the Company or a Related Company for any reason,
whether voluntary or involuntary, including by reason of death, Disability or Retirement. Any question as to whether and when there
has been a Termination of Service for the purposes of an Award and the cause of such Termination of Service shall be determined
by the Company’s chief human resources officer or other person performing that function or, with respect to directors and
executive officers, by the Committee, whose determination shall be conclusive and binding. Transfer of a Participant’s employment
or service relationship between the Company and any Related Company shall not be considered a Termination of Service for purposes
of an Award. Unless the Committee determines otherwise, a Termination of Service shall be deemed to occur if the Participant’s
employment or service relationship is with an entity that has ceased to be a Related Company. A Participant’s change in status
from an employee of the Company or a Related Company to a consultant, advisor or independent contractor of the Company or a Related
Company or a change in status from a consultant, advisor or independent contractor of the Company or a Related Company to an employee
of the Company or a Related Company, shall not be considered a Termination of Service.


 


“Vesting Commencement
Date” means the Grant Date or such other date selected by the Committee as the date from which an Award begins to vest.


 




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