BIODRAIN MEDICAL, INC.

2012 STOCK INCENTIVE PLAN 


 


TABLE OF CONTENTS 





	1.	Purpose	1
	2.	Administration	1
	3.	Eligible Participants	1
	4.	Types of Incentives	1
	5.	Shares Subject to the Plan	2
	 	5.1.	Number of Shares	2
	 	5.2.	Cancellation	2
	 	5.3.	Type of Common Stock	2
	 	5.4.	Limitation on Certain Grants	2
	6.	Stock Options	2
	 	6.1.	Price	2
	 	6.2.	Number	2
	 	6.3.	Duration and Time for Exercise	3
	 	6.4.	Manner of Exercise	3
	 	6.5.	Incentive Stock Options	3
	7.	Stock Appreciation Rights	4
	 	7.1.	Price	4
	 	7.2.	Number	4
	 	7.3.	Duration	4
	 	7.4.	Exercise	5
	 	7.5.	Issuance of Shares Upon Exercise	5
	8.	Stock Awards, Restricted Stock and Restricted Stock Units	5
	 	8.1.	Number of Shares	5
	 	8.2.	Sale Price	5
	 	8.3.	Restrictions	6
	 	8.4.	Enforcement of Restrictions	6
	 	8.5.	End of Restrictions	6
	 	8.6.	Rights of Holders of Restricted Stock and Restricted Stock Units	6
	 	8.7.	Settlement of Restricted Stock Units	7
	 	8.8.	Dividend Equivalents	7



 






    	 



    	 



    

  


	9.	Performance Awards	7
	 	9.1.	Performance Conditions	7
	 	9.2.	Performance Awards Granted to Designated Covered Employees	7
	 	9.3.	Written Determinations	9
	 	9.4.	Status of Performance Awards Under Code Section 162(m)	9
	10.	General	9
	 	10.1.	Plan Effective Date and Shareholder Approval; Termination of Plan	9
	 	10.2.	Duration	9
	 	10.3.	Non-transferability of Incentives	10
	 	10.4.	Effect of Termination or Death	10
	 	10.5.	Restrictions under Securities Laws	10
	 	10.6.	Adjustment	11
	 	10.7.	Incentive Plans and Agreements	11
	 	10.8.	Withholding	11
	 	10.9.	No Continued Employment, Engagement or Right to Corporate Assets	11
	 	10.10.	Payments Under Incentives	12
	 	10.11.	Amendment of the Plan	12
	 	10.12.	Amendment of Agreements for Incentives; No Repricing	12
	 	10.13.	Vesting Upon Change In Control	12
	 	10.14.	Sale, Merger, Exchange or Liquidation	14
	 	10.15.	Definition of Fair Market Value	15
	 	10.16.	Definition of Grant Date	16
		10.17.	Compliance with Code Section 409A	16
		10.18.	Prior Plan	17


  




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BIODRAIN
MEDICAL, inc.


 


2012
STOCK INCENTIVE PLAN


 


1.Purpose.
The purpose of the 2012 Stock Incentive Plan (the “Plan”) of BioDrain Medical, Inc. (the “Company”) is
to increase shareholder value and to advance the interests of the Company by furnishing a variety of economic incentives (“Incentives”)
designed to attract, retain and motivate employees, certain key consultants and directors of the Company. Incentives may consist
of opportunities to purchase or receive shares of Common Stock, $0.01 par value, of the Company (“Common Stock”) or
other incentive awards on terms determined under this Plan.


 


2.Administration.
The Plan shall be administered by the board of directors of the Company (the “Board of Directors”) or by a stock option
or compensation committee (the “Committee”) of the Board of Directors. The Committee shall consist of not less than
two directors of the Company and shall be appointed from time to time by the Board of Directors. Each member of the Committee shall
be (a) a “non-employee director” within the meaning of Rule 16b-3 of the Securities
Exchange Act of 1934 (including the regulations promulgated thereunder, the “1934 Act”) (a
“Non-Employee Director”), and (b) shall be an “outside director” within the meaning of Section 162(m)
under the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder (“Code
Section 162(m)”). The Committee shall have complete authority to award Incentives under the Plan, to interpret the Plan,
and to make any other determination which it believes necessary and advisable for the proper administration of the Plan. The Committee’s
decisions and matters relating to the Plan shall be final and conclusive on the Company and its participants. If at any time there
is no stock option or compensation committee, the term “Committee”, as used in the Plan, shall refer to the Board of
Directors.


 


3.Eligible
Participants. Officers of the Company, employees of the Company or its subsidiaries, members of the Board of Directors, and
consultants or other independent contractors who provide services to the Company or its subsidiaries shall be eligible to receive
Incentives under the Plan when designated by the Committee. Participants may be designated individually or by groups or categories
(for example, by pay grade) as the Committee deems appropriate. Participation by officers of the Company or its subsidiaries and
any performance objectives relating to such officers must be approved by the Committee. Participation by others and any performance
objectives relating to others may be approved by groups or categories (for example, by pay grade) and authority to designate participants
who are not officers and to set or modify such targets may be delegated.


 


4.Types
of Incentives. Incentives under the Plan may be granted in any one or a combination of the following forms: (a) incentive stock
options and non-statutory stock options (Section 6); (b) stock appreciation rights (“SARs”) (Section 7); (c) stock
awards (Section 8); (d) restricted stock (Section 8); restricted stock units (Section 8) and performance awards (Section 9). Subject
to the specific limitations provided in this Plan, payment of Incentives may be in the form of cash, Common Stock or combinations
thereof as the Committee shall determine, and with such other restrictions as it may impose.


 



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5.Shares
Subject to the Plan.


 


5.1.Number
of Shares. Subject to adjustment as provided in Section 10.6, the number of shares of Common Stock which may be issued under
the Plan shall not exceed 50,000,000 shares of Common Stock. In addition, as of the Effective Date, any shares available in the
reserve of the Prior Plan (as defined in Section 10.18) shall be added to the Plan share reserve and be available for issuance
under the Plan. Any Shares delivered under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury
shares. Shares of Common Stock that are issued under the Plan or are subject to Incentives awarded under the Plan will be applied
to reduce the maximum number of shares of Common Stock remaining available for issuance under the Plan.


 


5.2.Cancellation.
If an Incentive granted under the Plan or under the Prior Plan expires or is terminated or canceled unexercised as to any shares
of Common Stock or forfeited or reacquired by the Company pursuant to rights reserved upon issuance thereof, such forfeited and
reacquired shares may again be issued under the Plan pursuant to another Incentive. If any Shares subject to an Incentive granted
under the Plan or under the Prior Plan are withheld or applied as payment in connection with the exercise of an Incentive (including
the withholding of Shares on the exercise of a stock option or the exercise of an SAR that is settled in Shares) or the withholding
or payment of taxes related thereto, such Shares shall not again be available for grant under the Plan.


 


5.3.Type
of Common Stock. Common Stock issued under the Plan in connection with Incentives will be authorized and unissued shares.


 


5.4.Limitation
on Certain Grants. During any one fiscal year, no person shall receive Incentives under the Plan that could result in that
person receiving, earning or acquiring, subject to the adjustments described in Section 10.6: (a) Stock Options and SARs for, in
the aggregate, more than 20,000,000 shares of Common Stock; or (b) Performance Awards, in the aggregate, for more than 20,000,000
shares of Common Stock or, if payable in cash, with a maximum amount payable exceeding $2,000,000.


 


6.Stock
Options. A stock option is a right to purchase shares of Common Stock from the Company. Each stock option granted by the Committee
under this Plan shall be subject to the following terms and conditions:


 


6.1.Price.
The option price per share shall be determined by the Committee, subject to adjustment under Section 10.6. Notwithstanding the
foregoing sentence, the option price per share shall not be less than the Fair Market Value (as defined in Section 10.15) of the
Common Stock on the Grant Date (as defined in Section 10.16).


 


6.2.Number.
The number of shares of Common Stock subject to a stock option shall be determined by the Committee, subject to adjustment as provided
in Section 10.6. The number of shares of Common Stock subject to a stock option shall be reduced in the same proportion that the
holder thereof exercises an SAR if any SAR is granted in conjunction with or related to the stock option. If the number of shares
subject to a stock option is reduced pursuant to the preceding sentence, the number of shares subject to the original grant will
continue to count against the limitation on grants under Section 5.4. 


 



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6.3.Duration
and Time for Exercise. Subject to earlier termination as provided in Section 10.3, the term of each stock option shall be determined
by the Committee but shall not exceed ten years and one day from the Grant Date. Each stock option shall become exercisable at
such time or times during its term as shall be determined by the Committee at the time of grant. The Committee may accelerate the
exercisability of any stock option. Subject to the first sentence of this paragraph, the Committee may extend the term of any stock
option to the extent provided in Section 10.4.


 


6.4.Manner
of Exercise. A stock option may be exercised, in whole or in part, by giving written notice to the Company, specifying the
number of shares of Common Stock to be purchased and accompanied by the full purchase price for such shares. The option price shall
be payable (a) in United States dollars upon exercise of the option and may be paid by cash, uncertified or certified check or
bank draft; (b) unless otherwise provided in the option agreement, by delivery of shares of Common Stock in payment of all or any
part of the option price, which shares shall be valued for this purpose at the Fair Market Value on the date such option is exercised;
or (c) unless otherwise provided in the option agreement, by instructing the Company to withhold from the shares of Common Stock
issuable upon exercise of the stock option shares of Common Stock in payment of all or any part of the exercise price and/or any
related withholding tax obligations consistent with Section 10.8, which shares shall be valued for this purpose at the Fair Market
Value or in such other manner as may be authorized from time to time by the Committee. Before the issuance of shares of Common
Stock upon the exercise of a stock option, a participant shall have no rights as a shareholder.


 


6.5.Incentive
Stock Options. Notwithstanding anything in the Plan to the contrary, the following additional provisions shall apply to the
grant of stock options which are intended to qualify as Incentive Stock Options (as such term is defined in Code Section 422):


 


(a)The
aggregate Fair Market Value (determined as of the time the option is granted) of the shares of Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by any participant during any calendar year (under all of the Company’s
plans) shall not exceed $100,000. The determination will be made by taking Incentive Stock Options into account in the order in
which they were granted. If such excess only applies to a portion of an Incentive Stock Option, the Committee, in its discretion,
will designate which shares will be treated as shares to be acquired upon exercise of an Incentive Stock Option.


 


(b)Any
option agreement for an Incentive Stock Option under the Plan shall contain such other provisions as the Committee shall deem advisable,
but shall in all events be consistent with and contain all provisions required in order to qualify the options as Incentive Stock
Options.


 



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(c)All
Incentive Stock Options must be granted within ten years from the earlier of the date on which this Plan was adopted by Board of
Directors or the date this Plan was approved by the shareholders.


 


(d)Unless
sooner exercised, all Incentive Stock Options shall expire no later than ten years after the Grant Date.


 


(e)The
option price for Incentive Stock Options shall be not less than the Fair Market Value of the Common Stock subject to the option
on the Grant Date.


 


(f)If Incentive
Stock Options are granted to any participant who, at the time such option is granted, would own (within the meaning of Code Section
422) stock possessing more than 10% of the total combined voting power of all classes of stock of the employer corporation or of
its parent or subsidiary corporation, (i) the option price for such Incentive Stock Options shall be not less than 110% of the
Fair Market Value of the Common Stock subject to the option on the Grant Date and (ii) such Incentive Stock Options shall expire
no later than five years after the Grant Date.


 


7.Stock
Appreciation Rights. An SAR is a right to receive, without payment to the Company, a number of shares of Common Stock, the
amount of which is determined pursuant to the formula set forth in Section 7.5. An SAR may be granted (a) with respect to any stock
option granted under this Plan, either concurrently with the grant of such stock option or at such later time as determined by
the Committee (as to all or any portion of the shares of Common Stock subject to the stock option), or (b) alone, without reference
to any related stock option. Each SAR granted by the Committee under this Plan shall be subject to the following terms and conditions:


 


7.1.Price.
The exercise price per share of any SAR granted without reference to a stock option shall be determined by the Committee, subject
to adjustment under Section 10.6. Notwithstanding the foregoing sentence, the exercise price per share shall not be less than the
Fair Market Value of the Common Stock on the Grant Date.


 


7.2.Number.
Each SAR granted to any participant shall relate to such number of shares of Common Stock as shall be determined by the Committee,
subject to adjustment as provided in Section 10.6. In the case of an SAR granted with respect to a stock option, the number of
shares of Common Stock to which the SAR relates shall be reduced in the same proportion that the holder of the option exercises
the related stock option. If the number of shares subject to an SAR is reduced pursuant to the preceding sentence, the number of
shares subject to the original grant will continue to count against the limitation on grants under Section 5.4.


 


7.3.Duration.
Subject to earlier termination as provided in Section 10.3, the term of each SAR shall be determined by the Committee but shall
not exceed ten years and one day from the Grant Date. Unless otherwise provided by the Committee, each SAR shall become exercisable
at such time or times, to such extent and upon such conditions as the stock option, if any, to which it relates is exercisable.
The Committee may in its discretion accelerate the exercisability of any SAR. Subject to the first sentence of this paragraph,
the Committee may extend the term of any SAR to the extent provided in Section 10.4.


 



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7.4.Exercise.
An SAR may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of SARs which the
holder wishes to exercise. Upon receipt of such written notice, the Company shall, within 90 days thereafter, deliver to the exercising
holder certificates for the shares of Common Stock or cash or both, as determined by the Committee, to which the holder is entitled
pursuant to Section 7.5.


 


7.5.Issuance
of Shares Upon Exercise. The number of shares of Common Stock which shall be issuable upon the exercise of an SAR shall be
determined by dividing:


 


(a)the
number of shares of Common Stock as to which the SAR is exercised multiplied by the amount of the appreciation in such shares (for
this purpose, the “appreciation” shall be the amount by which the Fair Market Value of the shares of Common Stock subject
to the SAR on the exercise date exceeds (1) in the case of an SAR related to a stock option, the purchase price of the shares of
Common Stock under the stock option or (2) in the case of an SAR granted alone, without reference to a related stock option, an
amount which shall be determined by the Committee at the time of grant, subject to adjustment under Section 10.6); by


 


(b)the
Fair Market Value of a share of Common Stock on the exercise date.


 


No fractional
shares of Common Stock shall be issued upon the exercise of an SAR; instead, the holder of the SAR shall be entitled to receive
a cash adjustment equal to the same fraction of the Fair Market Value of a share of Common Stock on the exercise date or to purchase
the portion necessary to make a whole share at its Fair Market Value on the date of exercise.


 


8.Stock
Awards, Restricted Stock and Restricted Stock Units. A stock award consists of the transfer by the Company to a participant
of shares of Common Stock, with or without other payment therefor, as additional compensation for services to the Company. A share
of restricted stock consists of shares of Common Stock which are sold or transferred by the Company to a participant at a price,
if any, determined by the Committee and subject to restrictions on their sale or other transfer by the participant. Restricted
stock units represent the right to receive shares of Common Stock at a future date. The transfer of Common Stock pursuant to stock
awards, ,the transfer or sale of restricted stock and restricted stock units shall be subject to the following terms and conditions:


 


8.1.Number
of Shares. The number of shares to be transferred or sold by the Company to a participant pursuant to a stock award or as restricted
stock, or the number of shares that may be issued pursuant to a restricted stock unit, shall be determined by the Committee.


 


8.2.Sale
Price. The Committee shall determine the price, if any, at which shares of restricted stock shall be sold to a participant,
which may vary from time to time and among participants and which may be below the Fair Market Value of such shares of Common Stock
at the date of sale.


 



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8.3.Restrictions.
All shares of restricted stock transferred or sold by the Company hereunder, and all restricted stock units granted hereunder,
shall be subject to such restrictions as the Committee may determine, including, without limitation any or all of the following:


 


(a)a prohibition
against the sale, transfer, pledge or other encumbrance of the shares of restricted stock, or the delivery of shares pursuant to
restricted stock units, such prohibition to lapse at such time or times as the Committee shall determine (whether in annual or
more frequent installments, at the time of the death, disability or retirement of the holder of such shares, or otherwise);


 


(b)a requirement
that the holder of shares of restricted stock or restricted stock units forfeit, or (in the case of shares sold to a participant)
re-sell back to the Company at his or her cost, all or a part of such shares in the event of termination of his or her employment,
service on the Board of Directors or consulting engagement during any period in which such shares are subject to restrictions;
and


 


(c)such
other conditions or restrictions as the Committee may deem advisable.


 


8.4.Enforcement
of Restrictions. In order to enforce the restrictions imposed by the Committee pursuant to Section 8.3, the participant receiving
restricted stock or restricted stock units shall enter into an agreement with the Company setting forth the conditions of the grant.
Shares of restricted stock shall be registered in the name of the participant and deposited, together with a stock power endorsed
in blank, with the Company. Each such certificate shall bear a legend that refers to the Plan and the restrictions imposed under
the applicable agreement. At the Committee’s election, shares of restricted stock may be held in book entry form subject
to the Company’s instructions until any restrictions relating to the restricted stock grant lapse.



 


8.5.End
of Restrictions. Subject to Section 10.5, at the end of any time period during which the shares of restricted stock are subject
to forfeiture and restrictions on transfer, such shares will be delivered free of all restrictions to the participant or to the
participant’s legal representative, beneficiary or heir. Subject to Section 10.5, upon the lapse or waiver of restrictions
applicable to restricted stock units, or at a later time specified in the agreement governing the grant of restricted stock units,
any shares derived from the restricted stock units shall be issued and delivered to the holder of the restricted stock units.


 


8.6.Rights
of Holders of Restricted Stock and Restricted Stock Units. Subject to the terms and conditions of the Plan, each participant
receiving restricted stock shall have all the rights of a shareholder with respect to shares of stock during any period in which
such shares are subject to forfeiture and restrictions on transfer, including without limitation, the right to vote such shares.
Any holder of restricted stock units shall not be, and shall not have rights and privileges of, a shareholder with respect to any
shares that may be derived from the restricted stock units unless and until such shares have been issued.


 



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8.7.Settlement
of Restricted Stock Units. Restricted stock units may be satisfied by delivery of shares of stock, cash equal to the Fair
Market Value of the specified number of shares covered by the restricted stock units, or a combination thereof, as determined
by the Committee at the date of grant or thereafter.


 


8.8.Dividend
Equivalents. In connection with any award of restricted stock units, the Committee may grant the right to receive cash, shares
of stock or other property equal in value to dividends paid with respect to the number of shares represented by the restricted
stock units (“Dividend Equivalents”). Unless otherwise determined by the Committee at the date of grant, any Dividend
Equivalents that are granted with respect to any award of restricted stock units shall be either (a) paid with respect to such
restricted stock units at the dividend payment date in cash or in shares of unrestricted stock having a Fair Market Value equal
to the amount of such dividends, or (b) deferred with respect to such restricted stock units and the amount or value thereof automatically
deemed reinvested in additional restricted stock units until the time for delivery of shares (if any) pursuant to the terms of
the restricted stock unit award.


 


9.Performance
Awards.


 


9.1.Performance
Conditions. The right of a participant to exercise or receive a grant or settlement of any Incentive, and the timing thereof,
may be subject to such performance conditions as may be specified by the Committee (such an Incentive is referred to as a “Performance
Award”). The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing
any performance conditions, and may exercise its discretion to reduce the amounts payable under any Incentive subject to performance
conditions, except as limited under Section 9.2 hereof in the case of a Performance Award intended to qualify under Code Section
162(m). If and to the extent required under Code Section 162(m), any power or authority relating to a Performance Award intended
to qualify under Code Section 162(m), shall be exercised by the Committee as the Committee and not the Board.


 


9.2.Performance
Awards Granted to Designated Covered Employees. If and to the extent the Committee determines that a Performance Award to
be granted to a person who is designated by the Committee as likely to be a covered employee within the meaning of Code Section
162(m) and regulations thereunder (a “Covered Employee”) should qualify as "performance-based compensation"
for purposes of Code Section 162(m), the grant, exercise, and/or settlement of such Performance Award shall be contingent upon
achievement of pre-established performance goals and other terms set forth in this Section 9.2.


 


(a)Performance
Goals Generally. The performance goals for such Performance Awards shall consist of one or more business criteria and a targeted
level or levels of performance with respect to each of such criteria, as specified by the Committee consistent with this Section
9.2. Performance goals shall be objective and shall otherwise meet the requirements of Code Section 162(m), including but not limited
to the requirement that the level or levels of performance targeted by the Committee result in the achievement of performance goals
being "substantially uncertain" at the time the Performance Award is granted. The Committee may determine that such Performance
Awards shall be granted, exercised, and/or settled upon achievement of any one performance goal, or that two or more of the performance
goals must be achieved as a condition to grant, exercise, and/or settlement of such Performance Awards. Performance goals may differ
for Performance Awards granted to any one participant or to different participants.


 



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(b)Business
Criteria. One or more of the following business criteria for the Company, on a consolidated basis, and/or specified subsidiaries
or business units of the Company, shall be used exclusively by the Committee in establishing performance goals for such Performance
Awards as are intended to qualify as “performance-based” compensation within the meaning of Section 162(m) of the Code:
earnings per share, operating income or profit, net income, gross or net sales, expenses, expenses as a percentage of net sales,
inventory turns, cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and
cash flow return on investment), gross profit, margins, working capital, earnings before interest and tax (EBIT), earnings before
interest, tax, depreciation and amortization (EBITDA), return measures (including, but not limited to, return on assets, capital,
invested capital, equity, sales, or revenue), revenue growth, share price (including, but not limited to, growth measures and total
shareholder return), operating efficiency, productivity ratios, market share, economic value added and safety (or any of the above
criteria as compared to the performance of a group of comparable companies, or any published or special index that the Committee,
in its sole discretion, deems appropriate), or the Committee may select criteria based on the Company’s share price as compared
to various stock market indices. The Committee, in its sole discretion, may modify the performance goals if it determines that
circumstances have changed and modification is required to reflect the original intent of the performance goals; provided, however,
that no such change or modification may be made to the extent it increases the amount of compensation payable to any participant
who is a Covered Employee.


 


(c)Performance
Period; Timing For Establishing Performance Goals. Achievement of performance goals in respect of such Performance Awards shall
be measured over a performance period of up to ten (10) years, as specified by the Committee. Performance goals shall be established
not later than ninety (90) days after the beginning of any performance period applicable to such Performance Awards, or at such
other date as may be required or permitted for "performance-based compensation" under Code Section 162(m).


 


(d)Settlement
of Performance Awards; Other Terms. Settlement of such Performance Awards shall be in cash, stock, other Incentives or other
property, in the discretion of the Committee. The Committee may, in its discretion, reduce the amount of a settlement otherwise
to be made in connection with such Performance Awards. The Committee shall specify the circumstances in which such Performance
Awards shall be paid or forfeited in the event of termination of continuous service by the participant before the end of a performance
period or the settlement date of Performance Awards.


 



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9.3.Written
Determinations. All determinations by the Committee as to the establishment of performance goals, the amount of any Performance
Award pool or potential individual Performance Awards, and as to the achievement of performance goals relating to Performance
Awards under Section 9.2(a), shall be made in writing in the case of any Performance Award intended to qualify under Code Section
162(m). The Committee may not delegate any responsibility relating to such Performance Awards if and to the extent required to
comply with Code Section 162(m).


 


9.4.Status
of Performance Awards Under Code Section 162(m). It is the intent of the Company that Performance Awards granted under this
Section 9 to persons who are designated by the Committee as likely to be Covered Employees shall, if so designated by the Committee,
constitute "qualified performance-based compensation" within the meaning of Code Section 162(m). Accordingly, the terms
of Sections 9.2, 9.3 and 9.4, including the definitions of Covered Employee and other terms used therein, shall be interpreted
in a manner consistent with Code Section 162(m). Notwithstanding the foregoing, because the Committee cannot determine with certainty
whether a given Participant will be a Covered Employee with respect to a fiscal year that has not yet been completed, the term
Covered Employee as used herein shall mean only a person designated by the Committee, at the time of grant of Performance Awards,
as likely to be a Covered Employee with respect to that fiscal year. If any provision of the Plan or any agreement relating to
such Performance Awards does not comply or is inconsistent with the requirements of Code Section 162(m), such provision shall
be construed or deemed amended to the extent necessary to conform to such requirements.


 


10.General.


 


10.1.Plan
Effective Date and Shareholder Approval; Termination of Plan. The Plan shall become effective on the Effective Date, subject
to subsequent approval within twelve (12) months of its adoption by the Board by shareholders of the Company eligible to vote
in the election of directors, by a vote sufficient to meet the requirements of Code Sections 162(m) (if applicable) and 422, Rule
16b-3 under the Exchange Act (if applicable), applicable requirements of any stock exchange, if any, and other laws, regulations,
and obligations of the Company applicable to the Plan. Awards may be granted subject to shareholder approval, but may not be exercised
or otherwise settled in the event shareholder approval is not obtained. The Plan shall terminate no later than ten (10) years
from the date of the later of (x) the Effective Date and (y) the date an increase in the number of shares reserved for issuance
under the Plan is approved by the Board (so long as such increase is also approved by the shareholders).


 


10.2.Duration.
The Plan shall remain in effect until all Incentives granted under the Plan have either been satisfied by the issuance of shares
of Common Stock or the payment of cash or been terminated under the terms of the Plan and all restrictions imposed on shares of
Common Stock in connection with their issuance under the Plan have lapsed. No Incentives may be granted under the Plan after the
tenth anniversary of the Effective Date of the Plan.


 



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10.3.Non-transferability
of Incentives. No stock option, SAR, restricted stock or stock award may be transferred, pledged or assigned by the holder
thereof (except, in the event of the holder’s death, by will or the laws of descent and distribution to the limited extent
provided in the Plan or the Incentive, or pursuant to a qualified domestic relations order as defined by the Code or Title I of
the Employee Retirement Income Security Act, or the rules thereunder), and the Company shall not be required to recognize any attempted
assignment of such rights by any participant. Notwithstanding the preceding sentence, stock options (other than stock options intended
to qualify as Incentive Stock Options pursuant to Section 6.5) may be transferred by the holder thereof to the holder’s spouse,
children, grandchildren or parents (collectively, the “Family Members”), to trusts for the benefit of Family Members,
to partnerships or limited liability companies in which Family Members are the only partners or shareholders, or to entities exempt
from federal income taxation pursuant to Code Section 501(c)(3). During a participant’s lifetime, a stock option may be exercised
only by him or her, by his or her guardian or legal representative or by the transferees permitted by this Section 10.3.


 


10.4.Effect
of Termination or Death. If a participant ceases to be an employee of or consultant to the Company for any reason, including
death or disability, any Incentives may be exercised or shall expire at such times as may be set forth in the agreement, if any,
applicable to the Incentive, or otherwise as determined by the Committee; provided, however, the term of an Incentive may not be
extended beyond the term originally prescribed when the Incentive was granted, unless the Incentive satisfies (or is amended to
satisfy) the requirements of Code Section 409A, including the rules and regulations promulgated thereunder (together, “Code
Section 409A”); and provided further that the term of an Incentive may not be extended beyond the maximum term permitted
under this Plan.


 


10.5.Restrictions
under Securities Laws. Notwithstanding anything in this Plan to the contrary: (a) the Company may, if it shall determine it
necessary or desirable for any reason, at the time of award of any Incentive or the issuance of any shares of Common Stock pursuant
to any Incentive, require the recipient of the Incentive, as a condition to the receipt thereof or to the receipt of shares of
Common Stock issued pursuant thereto, to deliver to the Company a written representation of present intention to acquire the Incentive
or the shares of Common Stock issued pursuant thereto for his or her own account for investment and not for distribution; and (b)
if at any time the Company further determines, in its sole discretion, that the listing, registration or qualification (or any
updating of any such document) of any Incentive or the shares of Common Stock issuable pursuant thereto is necessary on any securities
exchange or under any federal or state securities or blue sky law, or that the consent or approval of any governmental regulatory
body is necessary or desirable as a condition of, or in connection with the award of any Incentive, the issuance of shares of Common
Stock pursuant thereto, or the removal of any restrictions imposed on such shares, such Incentive shall not be awarded or such
shares of Common Stock shall not be issued or such restrictions shall not be removed, as the case may be, in whole or in part,
unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Company.


 



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10.6.Adjustment.
In the event of any recapitalization, stock dividend, stock split, combination of shares or other change in the Common Stock, the
number of shares of Common Stock then subject to the Plan, including shares subject to outstanding Incentives, and the other numbers
of shares of Common Stock provided in the Plan, shall be adjusted in proportion to the change in outstanding shares of Common Stock.
In the event of any such adjustments, the purchase price of any option, the performance objectives of any Incentive, and the shares
of Common Stock issuable pursuant to any Incentive shall be adjusted as and to the extent appropriate, in the discretion of the
Committee, to provide participants with the same relative rights before and after such adjustment.


 


10.7.Incentive
Plans and Agreements. Except in the case of stock awards, the terms of each Incentive shall be stated in a plan or agreement
approved by the Committee. The Committee may also determine to enter into agreements with holders of options to reclassify or convert
certain outstanding options, within the terms of the Plan, as Incentive Stock Options or as non-statutory stock options and in
order to eliminate SARs with respect to all or part of such options and any other previously issued options. The Committee shall
communicate the key terms of each award to the participant promptly after the Committee approves the grant of such award.


 


10.8.Withholding.


 


(a)The
Company shall have the right to withhold from any payments made under the Plan or to collect as a condition of payment, any taxes
required by law to be withheld. If so permitted by the Committee at the time of the award of any Incentive or at a later time,
at any time when a participant is required to pay to the Company an amount required to be withheld under applicable income tax
laws in connection with a distribution of Common Stock or upon exercise of an option or SAR or upon vesting of restricted stock,
the participant may satisfy this obligation in whole or in part by electing (the “Election”) to have the Company withhold,
from the distribution or from such shares of restricted stock, shares of Common Stock having a value up to the minimum amount of
withholding taxes required to be collected on the transaction. The value of the shares to be withheld shall be based on the Fair
Market Value of the Common Stock on the date that the amount of tax to be withheld shall be determined (“Tax Date”).


 


(b)Each
Election must be made before the Tax Date. The Committee may disapprove of any Election, may suspend or terminate the right to
make Elections, or may provide with respect to any Incentive that the right to make Elections shall not apply to such Incentive.
An Election is irrevocable.


 


10.9.No
Continued Employment, Engagement or Right to Corporate Assets. No participant under the Plan shall have any right, because
of his or her participation, to continue in the employ of the Company for any period of time or to any right to continue his or
her present or any other rate of compensation. Nothing contained in the Plan shall be construed as giving an employee, a consultant,
such persons’ beneficiaries or any other person any equity or interests of any kind in the assets of the Company or creating
a trust of any kind or a fiduciary relationship of any kind between the Company and any such person.


 



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10.10.Payments
Under Incentives. Payment of cash or distribution of any shares of Common Stock to which a participant is entitled under any
Incentive shall be made as provided in the Incentive. Except as permitted under Section 10.17, payments and distributions may not
be deferred under any Incentive unless the deferral complies with the requirements of Code Section 409A.


 


10.11.Amendment
of the Plan. The Board of Directors may amend or discontinue the Plan at any time. However, no such amendment or discontinuance
shall adversely change or impair, without the consent of the recipient, an Incentive previously granted. Further, no such amendment
shall, without approval of the shareholders of the Company, (a) increase the maximum number of shares of Common Stock which may
be issued to all participants under the Plan, (b) change or expand the types of Incentives that may be granted under the Plan,
(c) change the class of persons eligible to receive Incentives under the Plan, or (d) materially increase the benefits accruing
to participants under the Plan.


 


10.12.Amendment
of Agreements for Incentives; No Repricing. Except as otherwise provided in this Section 10.12 or Section 10.17, the terms
of an existing Incentive may be amended by agreement between the Committee and the participant. Notwithstanding the foregoing sentence,
in the case of a stock option or SAR, no such amendment shall (a) without shareholder approval, lower the exercise price of a previously
granted stock option or SAR, cancel a stock option or SAR when the exercise price per share exceeds the Fair Market Value of the
underlying shares in exchange for another Incentive or cash, or take any other action with respect to a stock option that may be
treated as a repricing under the federal securities laws or generally accepted accounting principles; or (b) extend the term of
the Incentive, except as provided in Sections 10.4 and 10.17.


 


10.13.Vesting
Upon Change In Control. Upon the occurrence of an event satisfying the definition of “Change in Control” with respect
to a particular Incentive, unless otherwise provided in the agreement for the Incentive, such Incentive shall become vested and
all restrictions shall lapse. The Committee may, in its discretion, include such further provisions and limitations in any agreement
for an Incentive as it may deem desirable. For purposes of this Section 10.13, “Change in Control” means the occurrence
of any one or more of the following:


 


(a)a merger,
consolidation, statutory exchange or reorganization approved by the Company’s shareholders, unless securities representing
more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the successor corporation
are immediately thereafter beneficially owned directly or indirectly and in substantially the same proportion, by the persons who
beneficially owned the Company’s outstanding voting securities immediately prior to such transaction;


 



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(b)any
transaction or series of related transactions pursuant to which any person or any group of persons comprising a “group”
within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (other than the Company or a person
that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under
common control with, the Company) becomes directly or indirectly the beneficial owner (within the meaning of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended) of securities possessing (or convertible into or exercisable for securities possessing)
thirty percent (30%) or more of the total combined voting power of the securities (determined by the power to vote with respect
to the elections of Board members) outstanding immediately after the consummation of such transaction or series of related transactions,
whether such transaction involves a direct issuance from the Company or the acquisition of outstanding securities held by one or
more of the Company’s shareholders;


 


(c)there
is consummated a sale, lease, exclusive license, or other disposition of all or substantially all of the consolidated assets of
the Company and its subsidiaries, other than a sale, lease, license, or other disposition of all or substantially all of the consolidated
assets of the Company and its subsidiaries to an entity, more than fifty percent (50%) of the combined voting power of the voting
securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company
immediately prior to such sale, lease, license, or other disposition; or


 


(d)individuals
who, on the Effective Date, are Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority
of the Directors; provided, however, that if the appointment or election (or nomination for election) of any new Director was approved
or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes
of this Plan, be considered as a member of the Incumbent Board.


 


Notwithstanding
the foregoing or any other provision of this Plan, (i) the definition of Change in Control (or any analogous term) in an individual
written agreement between the Company and the Participant shall supersede the foregoing definition with respect to Incentives subject
to such agreement (it being understood, however, that if no definition of Change in Control or any analogous term is set forth
in such an individual written agreement, the foregoing definition shall apply); (ii) for clarification, a “Change in Control”
shall not be deemed to have occurred for purposes of the foregoing clause (b) as the result of the acquisition of additional securities
by Dr. Samuel Herschkowitz, Joshua Kornberg or their affiliates; and (iii) a “Change in Control” shall not be deemed
to have occurred for purposes of the foregoing clause (b) solely as the result of a repurchase or other acquisition of securities
by Company which, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of Voting
Securities beneficially owned by any person to thirty percent (30%) or more of the combined voting power of all of the then outstanding
Voting Securities; provided, however, that if any person referred to in this clause (iii) shall thereafter become the beneficial
owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction
or as a result of an acquisition of securities directly from Company) and immediately thereafter beneficially owns thirty percent
(30%) or more of the combined voting power of all of the then outstanding Voting Securities, then a “Change in Control”
shall be deemed to have occurred for purposes of the foregoing clause (b).


 



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10.14.Sale,
Merger, Exchange or Liquidation. Unless otherwise provided in the agreement for an Incentive, in the event of an acquisition
of the Company through the sale of substantially all of the Company’s assets or through a merger, exchange, reorganization
or liquidation of the Company or a similar event as determined by the Committee (collectively a “transaction”), the
Committee shall be authorized, in its sole discretion, to take any and all action it deems equitable under the circumstances, including
but not limited to any one or more of the following:


 


(a)providing
that the Plan and all Incentives shall terminate and the holders of (i) all outstanding vested options shall receive, in lieu of
any shares of Common Stock they would be entitled to receive under such options, such stock, securities or assets, including cash,
as would have been paid to such participants if their options had been exercised and such participant had received Common Stock
immediately before such transaction (with appropriate adjustment for the exercise price, if any), (ii) SARs that entitle the participant
to receive Common Stock shall receive, in lieu of any shares of Common Stock each participant was entitled to receive as of the
date of the transaction pursuant to the terms of such Incentive, if any, such stock, securities or assets, including cash, as would
have been paid to such participant if such Common Stock had been issued to and held by the participant immediately before such
transaction, and (iii) any Incentive under this Agreement which does not entitle the participant to receive Common Stock shall
be equitably treated as determined by the Committee.


 


(b)providing
that participants holding outstanding vested Common Stock based Incentives shall receive, with respect to each share of Common
Stock issuable pursuant to such Incentives as of the effective date of any such transaction, at the determination of the Committee,
cash, securities or other property, or any combination thereof, in an amount equal to the excess, if any, of the Fair Market Value
of such Common Stock on a date within ten days before the effective date of such transaction over the option price or other amount
owed by a participant, if any, and that such Incentives shall be cancelled, including the cancellation without consideration of
all options that have an exercise price below the per share value of the consideration received by the Company in the transaction.


 


(c)providing
that the Plan (or replacement plan) shall continue with respect to Incentives not cancelled or terminated as of the effective date
of such transaction and provide to participants holding such Incentives the right to earn their respective Incentives on a substantially
equivalent basis (taking into account the transaction and the number of shares or other equity issued by such successor entity)
with respect to the equity of the entity succeeding the Company by reason of such transaction.


 



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(d)to the
extent that the vesting of any Incentives is not accelerated pursuant to Section 10.13, providing that all unvested, unearned or
restricted Incentives, including but not limited to restricted stock for which restrictions have not lapsed as of the effective
date of such transaction, shall be void and deemed terminated, or, in the alternative, for the acceleration or waiver of any vesting,
earning or restrictions on any Incentive.


 


The Board
of Directors may restrict the rights of participants or the applicability of this Section 10.14 to the extent necessary to comply
with Section 16(b) of the 1934 Act, the Code or any other applicable law or regulation. The grant of an Incentive award pursuant
to the Plan shall not limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations
or changes of its capital or business structure or to merge, exchange or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business or assets.


 


10.15.Definition
of Fair Market Value. For purposes of this Plan, the “Fair Market Value” of a share of Common Stock at a specified
date shall, unless otherwise expressly provided in this Plan, be the amount which the Committee determines in good faith to be
100% of the fair market value of such a share as of the date in question. Notwithstanding the foregoing:


 


(a)If such
shares are listed on a U.S. securities exchange, then Fair Market Value shall be determined by reference to the last sale price
of a share of Common Stock on such U.S. securities exchange on the applicable date. If such U.S. securities exchange is closed
for trading on such date, or if the Common Stock does not trade on such date, then the last sale price used shall be the one on
the date the Common Stock last traded on such U.S. securities exchange.


 


(b)If such
shares are publicly traded but are not listed on a U.S. securities exchange, then Fair Market Value shall be determined by reference
to the trading price of a share of Common Stock on such date (or, if the applicable market is closed on such date, the last date
on which the Common Stock was publicly traded), by a method consistently applied by the Committee.


 


(c)If such
shares are not publicly traded, then the Committee’s determination will be based upon a good faith valuation of the Company’s
Common Stock as of such date, which shall be based upon such factors as the Committee deems appropriate. The valuation shall be
accomplished in a manner that complies with Code Section 409A and shall be consistently applied to Incentives under the Plan.


 



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10.16.Definition
of Grant Date. For purposes of this Plan, the “Grant Date” of an Incentive shall be the date on which the Committee
approved the award or, if later, the date established by the Committee as the date of grant of the Incentive.


 


10.17.Compliance
with Code Section 409A.


 


(a)
Except to the extent such acceleration or deferral is permitted by the requirements of Code Section 409A, neither the Committee
nor a participant may accelerate or defer the time or schedule of any payment of, or the amount scheduled to be paid under, an
Incentive that constitutes Deferred Compensation (as defined in paragraph(d) below); provided, however, that payment shall be permitted
if it is in accordance with a “specified time” or “fixed schedule” or on account of “separation from
service,” “disability,” death, “change in control” or “ unforeseeable emergency” (as
those terms are defined under Code Section 409A) that is specified in the agreement evidencing the Incentive.



 


(b)Notwithstanding
anything in this Plan, unless the agreement evidencing the Incentive specifically provides otherwise, if a participant is treated
as a Specified Employee (as defined in paragraph (d) and as determined under Code Section 409A by the Committee in good faith)
as of the date of his or her “separation from service” as defined for purposes of Code Section 409A, the Company may
not make payment to the participant of any Incentive that constitutes Deferred Compensation, earlier than 6 months following the
participant’s separation from service (or if earlier, upon the Specified Employee’s death), except as permitted under
Code Section 409A. Any payments that otherwise would be payable to the Specified Employee during the foregoing 6-month period will
be accumulated and payment delayed until the first date after the 6-month period. The Committee may specify in the Incentive agreement,
that the amount of the Deferred Compensation delayed under this paragraph shall accumulate interest, earnings or Dividend Equivalents
(as applicable) during the period of such delay.


 


(c)The
Committee may, however, reform any provision in an Incentive that is intended to comply with (or be exempt from) Code Section 409A,
to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions
of Code Section 409A.


 


(d)For
purposes of this Section 10.17, "Deferred Compensation" means any Incentive under this Plan that provides for the “deferral
of compensation” under a “nonqualified deferred compensation plan” (as those terms are defined under Code Section
409A) and that would be subject to the taxes specified in Code Section 409A(a)(1) if and to the extent that the Plan and the agreement
evidencing the Incentive do not meet or are not operated in compliance with the requirements of paragraphs (a)(2), (a)(3) and (a)(4)
of Code Section 409A . Deferred Compensation shall not include any amount that is otherwise exempt from the requirements of Code
Section 409A. A “Specified Employee” means a Participant who is a “key employee” as described in Code Section
416 (i) (disregarding paragraph (5) thereof) at any time during the Company’s fiscal year ending on January 31, or such other
“identification date” that applies consistently for all plans of the Company that provide “deferred compensation”
that is subject to the requirements of Code Section 409A. Each participant will be identified as a Specified Employee in accordance
with Code Section 409A, including with respect to the merger of the Company with any other company or any spin-off or similar transaction,
and such identification shall apply for the 12-month period commencing on the first day of the fourth month following the identification
date. Notwithstanding the foregoing, no participant shall be a Specified Employee unless the stock of the Company (or other member
of a “controlled group of corporations” as determined under Code Section 1563) is publicly traded on an established
securities market (or otherwise) as of the date of the participant’s “separation from service” as defined in
Code Section 409A.


 



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10.18.Prior
Plan. Notwithstanding the adoption of this Plan by the Board of Directors and its approval by the shareholders, the Company’s
2008 Equity Incentive Plan, as it has been amended from time to time (the “Prior Plan”), shall remain in effect, and
all grants and awards made under the Prior Plan shall be governed by the terms of the Prior Plan. From and after the Effective
Date, no further grants and awards shall be made under the Prior Plan.


 


Approved by the Board
of Directors on August 13, 2012.


 


Approved by the shareholders
on September 20, 2012.


 


Amendment increasing
share reserve in Section 5.1 from 20,000,000 to 50,000,000 and increasing share limits in Section 5.4 approved by the Board of
Directors on April 1, 2013 and by the shareholders on April 15, 2013.


 



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