Exhibit 4.2


 


CHINA
SXT PHARMARCEUTICALS, INC.


2022
EQUITY INCENTIVE PLAN


 


1. Purposes
of the Plan. The purposes of this Plan are:


 


	 	●	 	to
    attract and retain the best available personnel for positions of substantial responsibility,


 


	 	●	 	to
    provide additional incentive to Employees, Directors and Consultants, and


 


	 	●	 	to
    promote the success of the Company’s business.


 


The
Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Stock Appreciation Rights, Restricted
Stock Units, Performance Units, Performance Shares, and Other Stock Based Awards.


 


2. Definitions.
As used herein, the following definitions will apply:


 


(a)
“162(m) Award” means an Award that is granted to a Covered Employee and is intended to qualify as “performance-based”
under Section 162(m) of the Code


 


(b)
“Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4
of the Plan.


 


(c)
“Applicable Laws” means the requirements relating to the administration of equity-based awards or equity compensation
plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which
the Ordinary Share is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted
under the Plan.


 


(d)
“Award” means, individually or collectively, a grant under the Plan of Options, SARs, Restricted Stock, Restricted
Stock Units, Performance Units, Performance Shares or Other Stock Based Awards.


 


(e)
“Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each
Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.


 


(f)
“Awarded Stock” means the Ordinary Share subject to an Award.


 


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


 


(h)
“Change in Control” means the occurrence of any of the following events:


 


(i)
Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner”
(as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or
more of the total voting power represented by the Company’s then outstanding voting securities;


 


(ii)
The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;


 






     


     


    

 


(iii)
A change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the directors
are Incumbent Directors. “Incumbent Directors” means directors who either (A) are Directors as of the effective date
of the Plan, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the
Incumbent Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in
connection with an actual or threatened proxy contest relating to the election of directors to the Company); or


 


(iv)
The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting
power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger
or consolidation.


 


(i)
“Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be
a reference to any successor or amended section of the Code.


 


(j)
“Committee” means a committee of Directors or other individuals satisfying Applicable Laws appointed by the Board
in accordance with Section 4 of the Plan


 


(k)
“Ordinary Share” means the ordinary shares of the Company, par value $0.001 per share, or in the case of Performance
Units, Restricted Stock Units, and certain Other Stock Based Awards, the cash equivalent thereof, as applicable.


 


(l)
“Company” means China SXT Pharmaceuticals, Inc.


 


(m)
“Consultant” means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services
to such entity.


 


(n)
“Covered Employees” means those persons who the Committee determines are subject to the limitations of Section 162(m)
of the Code.


 


(o)
“Director” means a member of the Board.


 


(p)
“Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code, provided that in
the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total
disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.


 


(q)
“Dividend Equivalent” means a credit, made at the discretion of the Administrator, to the account of a Participant
in an amount equal to the value of dividends paid on one Share for each Share represented by an Award held by such Participant.


 


(r)
“Employee” means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary
of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment”
by the Company.


 


(s)
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


(t)
“Exchange Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange
for Awards of the same type (which may have lower exercise prices and different terms), Awards of a different type, and/or cash, and/or
(ii) the exercise price of an outstanding Award is reduced. The terms and conditions of any Exchange Program will be determined
by the Administrator in its sole discretion.


 






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(u)
“Fair Market Value” means, as of any date, the value of Ordinary Share determined as follows:


 


(i)
If the Ordinary Share is listed on any established stock exchange or a national market system, including without limitation the Nasdaq
Capital Market, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported)
as quoted on such exchange or system for the last market trading day on or prior to the date of determination, as reported in The
Wall Street Journal or such other source as the Administrator deems reliable;


 


(ii)
If the Ordinary Share is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value
of one Ordinary Share will be the mean between the high bid and low asked prices for the Ordinary Share for the last market trading day
on or prior to the date of determination, as reported in The Wall Street Journal or such other source as the Administrator
deems reliable; or


 


(iii)
In the absence of an established market for the Ordinary Share, the Fair Market Value will be determined in good faith by the Administrator.


 


Notwithstanding
the preceding, for federal, state, and local income tax reporting purposes and for such other purposes as the Administrator deems appropriate,
the Fair Market Value shall be determined by the Administrator in accordance with uniform and nondiscriminatory standards adopted by
it from time to time.


 


(v)
“Fiscal Year” means the fiscal year of the Company.


 


(w)
“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422
of the Code and the regulations promulgated thereunder.


 


(x)
“Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an
Incentive Stock Option.


 


(y)
“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act
and the rules and regulations promulgated thereunder.


 


(z)
“Option” means a stock option granted pursuant to the Plan.


 


(aa)
“Other Stock Based Awards” means any other awards not specifically described in the Plan that are valued in whole
or in part by reference to, or are otherwise based on, Shares and are created by the Administrator pursuant to Section 12.


 


(bb)
“Outside Director” means a Director who is not an Employee.


 


(cc)
“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e)
of the Code.


 


(dd)
“Participant” means the holder of an outstanding Award granted under the Plan.


 


(ee)
“Performance Goals” means one or more objective measurable performance goals established by the Committee with respect
to a Performance Period based upon one or more of the following criteria: (i) operating income; (ii) earnings before interest,
taxes, depreciation and amortization; (iii) earnings; (iv) cash flow; (v) market share; (vi) sales or revenue; (vii) expenses;
(vii) profit/loss or profit margin; (ix) working capital; (x) return on equity or assets; (xi) earnings per share;
(xii) total shareholder return; (xiii) price/earnings ratio; (xiv) debt or debt-to-equity; (xv) accounts receivable;
(xvi) writeoffs; (xvii) cash; (xviii) assets; (xix) liquidity; (xx) operations; (xxi) borrowers; (xxii) investors;
(xxiii) strategic partners; (xxiv) mergers or acquisitions; (xxv) loans facilitated; (xxvi) product offerings; and/or
(xxvii) stock price. Any criteria used may be measured, as applicable, (a) in absolute terms, (b) in relative terms (including
but not limited to, the passage of time and/or against other companies or financial metrics), (c) on a per share and/or share per
capita basis, (d) against the performance of the Company as a whole or against particular entities, segments, operating units or
products of the Company and /or (e) on a pre-tax or after tax basis. Awards issued to persons who are not Covered Employees may
take into account any other factors deemed appropriate by the Committee.


 






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(ff)
“Performance Period” means any period not exceeding 120 months as determined by the Committee, in its sole discretion.
The Committee may establish different Performance Periods for different Participants, and the Committee may establish concurrent or overlapping
Performance Periods.


 


(gg)
“Performance Share” means an Award granted to a Service Provider pursuant to Section 10 of the Plan.


 


(hh)
“Performance Unit” means an Award granted to a Service Provider pursuant to Section 10 of the Plan.


 


(ii)
“Period of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions
and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the
achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.


 


(jj)
“Plan” means this 2022 Equity Incentive Plan.


 


(kk)
“Restricted Stock” means Shares issued pursuant to a Restricted Stock award under Section 8 or issued pursuant
to the early exercise of an option.


 


(ll)
“Restricted Stock Unit” means an Award that the Administrator permits to be paid in installments or on a deferred
basis pursuant to Sections 4 and 11 of the Plan.


 


(mm)
“Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is
being exercised with respect to the Plan.


 


(nn)
“Section 16(b)” means Section 16(b) of the Exchange Act.


 


(oo)
“Service Provider” means an Employee, Director or Consultant.


 


(pp)
“Share” means one Ordinary Share, as adjusted in accordance with Section 15 of the Plan.


 


(qq)
“Stock Appreciation Right” or “SAR” means an Award that pursuant to Section 9 of the Plan
is designated as a SAR.


 


(rr)
“Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f)
of the Code.


 


3. Stock
Subject to the Plan.


 


(a) Stock
Subject to the Plan. Subject to the provisions of Section 16 of the Plan, the maximum aggregate number of Shares that may be
issued under the Plan is 6,094,180 Shares. The Shares may be authorized, but unissued, or reacquired Ordinary Share. Shares shall not
be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash. Upon payment in Shares
pursuant to the exercise of an Award, the number of Shares available for issuance under the Plan shall be reduced only by the number
of Shares actually issued in such payment. If a Participant pays the exercise price (or purchase price, if applicable) of an Award through
the tender of Shares, or if Shares are tendered or withheld to satisfy any Company withholding obligations, the number of Shares so tendered
or withheld shall again be available for issuance pursuant to future Awards under the Plan. A total of 6,094,180 Shares, which such amount
is included in the limit set forth in the first sentence of this Section 3(a), may be issued under the Plan pursuant to the exercise
of Incentive Stock Options.


 


(b) Lapsed
Awards. If any outstanding Award expires or is terminated or canceled without having been exercised or settled in full, or if Shares
acquired pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased by the Company, the Shares allocable to
the terminated portion of such Award or such forfeited or repurchased Shares shall again be available for grant under the Plan.


 






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(c) Share
Reserve. The Company, during the term of the Plan, shall at all times reserve and keep available such number of Shares as will be
sufficient to satisfy the requirements of the Plan.


 


4. Administration
of the Plan.


 


(a) Procedure.


 


(i) Multiple
Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan.


 


(ii) Section 162(m).
To the extent that the Administrator determines it to be desirable and necessary to qualify Awards granted hereunder as “performance-based
compensation” within the meaning of Section 162(m) of the Code, the Plan will be administered by a Committee of two or more
“outside directors” within the meaning of Section 162(m) of the Code.


 


(iii) Rule
16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder
will be structured to satisfy the requirements for exemption under Rule 16b-3.


 


(iv) Other
Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which
committee will be constituted to satisfy Applicable Laws.


 


(v) Delegation
of Authority for Day-to-Day Administration. Except to the extent prohibited by Applicable Law, the Administrator may delegate to
one or more individuals the day-to-day administration of the Plan and any of the functions assigned to it in this Plan. Such delegation
may be revoked at any time.


 


(b) Powers
of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator will have the authority, in its discretion:


 


(i)
to determine the Fair Market Value;


 


(ii)
to select the Service Providers to whom Awards may be granted hereunder;


 


(iii)
to determine the number of Shares to be covered by each Award granted hereunder;


 


(iv)
to approve forms of agreement for use under the Plan;


 


(v)
to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions
include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture or repurchase restrictions, and any restriction or limitation regarding any
Award or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, will determine;


 


(vi)
to institute an Exchange Program;


 


(vii)
to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;


 


(viii)
to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established
for the purpose of satisfying applicable foreign laws and/or qualifying for preferred tax treatment under applicable foreign tax laws;


 


(ix)
to modify or amend each Award (subject to Section 19(c) of the Plan), including (A) the discretionary authority to extend the
post-termination exercisability period of Awards longer than is otherwise provided for in the Plan and (B) accelerate the satisfaction
of any vesting criteria or waiver of forfeiture or repurchase restrictions;


 






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(x)
to allow Participants to satisfy withholding tax obligations by electing to have the Company withhold from the Shares or cash to be issued
upon exercise or vesting of an Award that number of Shares or cash having a Fair Market Value equal to the minimum amount required to
be withheld. The Fair Market Value of any Shares to be withheld will be determined on the date that the amount of tax to be withheld
is to be determined. All elections by a Participant to have Shares or cash withheld for this purpose will be made in such form and under
such conditions as the Administrator may deem necessary or advisable;


 


(xi)
to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted
by the Administrator,


 


(xii)
to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant
under an Award;


 


(xiii)
to determine whether Awards will be settled in Shares, cash or in any combination thereof;


 


(xiv)
to determine whether Awards will be adjusted for Dividend Equivalents;


 


(xv)
to create Other Stock Based Awards for issuance under the Plan;


 


(xvi)
to establish a program whereby Service Providers designated by the Administrator can reduce compensation otherwise payable in cash in
exchange for Awards under the Plan;


 


(xvii)
to impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant
or other subsequent transfers by the Participant of any Shares issued as a result of or under an Award, including without limitation,
(A) restrictions under an insider trading policy, and (B) restrictions as to the use of a specified brokerage firm for such
resales or other transfers; and


 


(xviii)
to make all other determinations deemed necessary or advisable for administering the Plan.


 


(c) Effect
of Administrator’s Decision. The Administrator’s decisions, determinations, and interpretations will be final and binding
on all Participants and any other holders of Awards.


 


5. Eligibility.
Nonstatutory Stock Options, Restricted Stock, Stock Appreciation Rights, Performance Units, Performance Shares, Restricted Stock Units
and Other Stock Based Awards may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.


 


6. Limitations.


 


(a) ISO
$100,000 Rule. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock
Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which
Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company
and any Parent or Subsidiary) exceeds $100,000, such Options will be treated as Nonstatutory Stock Options. For purposes of this Section 6(a),
Incentive Stock Options will be taken into account in the order in which they were granted. The Fair Market Value of the Shares will
be determined as of the time the Option with respect to such Shares is granted.


 


(b) Special
Limits for Grants of Options and Stock Appreciation Rights. Subject to Section 16 of the Plan, the following special limits
shall apply to Shares available for Awards under the Plan:


 


(i)
the maximum number of Shares that may be subject to Options granted to any Service Provider in any calendar year shall equal 6,094,180
Shares; and


 


(ii)
the maximum number of Shares that may be subject to Stock Appreciation Rights granted to any Service Provider in any calendar year shall
equal 6,094,180 Shares.


 






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(c) No
Rights as a Service Provider. Neither the Plan nor any Award shall confer upon a Participant any right with respect to continuing
his or her relationship as a Service Provider, nor shall they interfere in any way with the right of the Participant or the right of
the Company or its Parent or Subsidiaries to terminate such relationship at any time, with or without cause.


 


7. Stock
Options.


 


(a) Term
of Option. The term of each Option will be stated in the Award Agreement and will not exceed ten (10) years from the date of
grant. Moreover, in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted,
owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or
any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter term
as may be provided in the Award Agreement.


 


(b) Option
Exercise Price and Consideration.


 


(i) Exercise
Price. The per Share exercise price for the Shares to be issued pursuant to exercise of an Option will be determined by the Administrator,
subject to the following:


 


(1) In
the case of an Incentive Stock Option


 


(A)
granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will
be no less than 110% of the Fair Market Value per Share on the date of grant.


 


(B)
granted to any Employee other than an Employee described in paragraph (A) immediately above, the per Share exercise price will be
no less than 100% of the Fair Market Value per Share on the date of grant.


 


(2)
In the case of a Nonstatutory Stock Option, the per Share exercise price will be determined by the Administrator. In the case of a Nonstatutory
Stock Option intended to qualify as “performance-based compensation” within the meaning of Section 162 (m) of the
Code, or in the event of the grant of a Nonstatutory Stock Option to an Employee, Director, or Consultant who is a U.S. taxpayer, the
per Share exercise price will be no less than 100% of the Fair Market Value per Share on the date of grant.


 


(3)
Notwithstanding the foregoing, Incentive Stock Options may be granted with a per Share exercise price of less than 100% of the Fair Market
Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of
the Code.


 


(ii) Waiting
Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option may be
exercised and will determine any conditions that must be satisfied before the Option may be exercised. The Administrator, in its sole
discretion, may accelerate the satisfaction of such conditions at any time.


 


(c) Form
of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including the method
of payment. In the case of an Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at the time
of grant. Such consideration, to the extent permitted by Applicable Laws, may consist entirely of:


 


(i)
cash;


 


(ii)
check;


 


(iii)
promissory note;


 






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(iv)
other Shares which meet conditions established by the Administrator;


 


(v)
consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan;


 


(vi)
a reduction in the amount of any Company liability to the Participant, including any liability attributable to the Participant’s
participation in any Company-sponsored deferred compensation program or arrangement;


 


(vii)
any combination of the foregoing methods of payment; or


 


(viii)
such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws.


 


(d) Exercise
of Option.


 


(i) Procedure
for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised
for a fraction of a Share.


 


An
Option will be deemed exercised when the Company receives: (x) written or electronic notice of exercise (in accordance with the
Award Agreement) from the person entitled to exercise the Option, and (y) full payment for the Shares with respect to which the
Option is exercised (including provision for any applicable tax withholding). Full payment may consist of any consideration and method
of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option
will be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent
of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Awarded Stock,
notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised.
No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except
as provided in Section 16 of the Plan or the applicable Award Agreement.


 


Exercising
an Option in any manner will decrease the number of Shares thereafter available for sale under the Option, by the number of Shares as
to which the Option is exercised.


 


(ii) Termination
of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s
death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement
to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option
as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for
three (3) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of
termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will
revert to the Plan. If after termination the Participant does not exercise his or her Option as to all of the vested Shares within the
time specified by the Administrator, the Option will terminate, and the remaining Shares covered by such Option will revert to the Plan.


 


(iii) Disability
of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant
may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested on
the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In
the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following the
Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not
vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination
the Participant does not exercise his or her Option as to all of the vested Shares within the time specified by the Administrator, the
Option will terminate, and the remaining Shares covered by such Option will revert to the Plan.


 






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(iv) Death
of Participant. If a Participant dies while a Service Provider, the Option may be exercised following the Participant’s death
within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in
no event may the Option be exercised later than the expiration of the term of such Option as set forth in the Award Agreement), by the
Participant’s designated beneficiary, provided such beneficiary has been designated prior to the Participant’s death in a
form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised
by the personal representative of the Participant’s estate or by the persons) to whom the Option is transferred pursuant to the
Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award
Agreement, the Option will remain exercisable for twelve (12) months following the Participant’s death. Unless otherwise provided
by the Administrator, if at the time of death the Participant is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option will immediately revert to the Plan. If the Option is not exercised as to all of the vested Shares within
the time specified by the Administrator, the Option will terminate, and the remaining Shares covered by such Option will revert to the
Plan.


 


8. Restricted
Stock.


 


(a) Grant
of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant
Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.


 


(b) Restricted
Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction,
the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless
the Administrator determines otherwise, Shares of Restricted Stock will be held by the Company as escrow agent until the restrictions
on such Shares have lapsed.


 


(c) Transferability.
Except as provided in this Section 8, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated
or hypothecated until the end of the applicable Period of Restriction.


 


(d) Other
Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may
deem advisable or appropriate.


 


(e) Removal
of Restrictions. Except as otherwise provided in this Section 8, Shares of Restricted Stock covered by each Restricted Stock
grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction. The Administrator,
in its discretion, may accelerate the time at which any restrictions will lapse or be removed.


 


(f) Voting
Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full
voting rights with respect to those Shares, unless the Administrator determines otherwise.


 


(g) Dividends
and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled
to receive all dividends and other distributions paid with respect to such Shares unless otherwise provided in the Award Agreement. If
any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability
as the Shares of Restricted Stock with respect to which they were paid.


 


(h) Return
of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not
lapsed will revert to the Company and again will become available for grant under the Plan.


 






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9. Stock
Appreciation Rights.


 


(a) Grant
of SARs. Subject to the terms and conditions of the Plan, a SAR may be granted to Service Providers at any time and from time to
time as will be determined by the Administrator, in its sole discretion.


 


(b) Number
of Shares. The Administrator will have complete discretion to determine the number of SARs granted to any Service Provider.


 


(c) Exercise
Price and Other Terms. The Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms
and conditions of SARs granted under the Plan.


 


(d) Exercise
of SARs. SARs will be exercisable on such terms and conditions as the Administrator, in its sole discretion, will determine. The
Administrator, in its sole discretion, may accelerate exercisability at any time.


 


(e) SAR
Agreement. Each SAR grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the SAR, the
conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine.


 


(f) Expiration
of SARs. An SAR granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set
forth in the Award Agreement. Notwithstanding the foregoing, the rules of Sections 7(d)(ii), 7(d)(iii) and 7(d)(iv) also will apply to
SARs.


 


(g) Payment
of SAR Amount. Upon exercise of an SAR, a Participant will be entitled to receive payment from the Company in an amount determined
by multiplying:


 


(i)
The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times


 


(ii)
The number of Shares with respect to which the SAR is exercised.


 


At
the discretion of the Administrator, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or in some combination
thereof.


 


10. Performance
Units and Performance Shares.


 


(a) Grant
of Performance Units/Shares. Subject to the terms and conditions of the Plan, Performance Units and Performance Shares may be granted
to Service Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. The Administrator
will have complete discretion in determining the number of Performance Units and Performance Shares granted to each Participant.


 


(b) Value
of Performance Units/Shares. Each Performance Unit will have an initial value that is established by the Administrator on or before
the date of grant. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant.


 


(c) Performance
Objectives and Other Terms. The Administrator will set performance objectives in its discretion which, depending on the extent to
which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Participant. Each Award
of Performance Units/Shares will be evidenced by an Award Agreement that will specify the Performance Period, and such other terms and
conditions as the Administrator, in its sole discretion, will determine. The Administrator may set performance objectives based upon
the achievement of Company-wide, divisional, or individual goals (including solely continued service), applicable federal or state securities
laws, or any other basis determined by the Administrator in its discretion; provided, however, that if the Award is a 162(m) Award, then
the Award will be subject to achievement of Performance Goals with respect to a Performance Period established by the Committee and the
Award shall be granted and administered in accordance with the requirements of Section 162(m) of the Code.


 






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(d) Earning
of Performance Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will be entitled
to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined
as a function of the extent to which the corresponding performance objectives have been achieved. After the grant of a Performance Unit/Share,
the Administrator, in its sole discretion, may reduce or waive any performance objectives for such Performance Unit/Share unless such
Award is a 162(m) Award.


 


(e) Form
and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units/Shares will be made after the expiration of
the applicable Performance Period at the time determined by the Administrator. The Administrator, in its sole discretion, may pay earned
Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance
Units/Shares at the close of the applicable Performance Period) or in a combination of cash and Shares.


 


(f) Cancellation
of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares will
be forfeited to the Company, and again will be available for grant under the Plan.


 


11. Restricted
Stock Units. Restricted Stock Units shall consist of a Restricted Stock, Performance Share or Performance Unit Award that the Administrator,
in its sole discretion permits to be paid out in installments or on a deferred basis, in accordance with rules and procedures established
by the Administrator


 


12. Other
Stock Based Awards. Other Stock Based Awards may be granted either alone, in addition to, or in tandem with, other Awards granted
under the Plan and/or cash awards made outside of the Plan. The Administrator shall have authority to determine the Service Providers
to whom and the time or times at which Other Stock Based Awards shall be made, the amount of such Other Stock Based Awards, and all other
conditions of the Other Stock Based Awards including any dividend and/or voting rights.


 


13. Leaves
of Absence. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid
leave of absence and will resume on the date the Participant returns to work on a regular schedule as determined by the Company; provided, however,
that no vesting credit will be awarded for the time vesting has been suspended during such leave of absence. A Service Provider will
not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations
of the Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options, no leave of absence may
exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment
upon expiration of a leave of absence approved by the Company is not so guaranteed, then three months following the 91st day of such
leave any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for
tax purposes as a Nonstatutory Stock Option.


 


14. Non-Transferability
of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of
the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will contain such additional terms
and conditions as the Administrator deems appropriate.


 


15. Adjustments;
Dissolution or Liquidation; Change in Control.


 


(a) Adjustments.
In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of
Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs such
that an adjustment is determined by the Administrator (in its sole discretion) to be appropriate in order to prevent dilution or enlargement
of the benefits or potential benefits intended to be made available under the Plan, then the Administrator shall, in such manner as it
may deem equitable, adjust the number and class of Shares which may be delivered under the Plan, the number, class and price of Shares
subject to outstanding awards, and the numerical limits in Section 6. Notwithstanding the preceding, the number of Shares subject
to any Award always shall be a whole number.


 


(b) Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant
as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for
a Participant to have the right to exercise his or her Award, to the extent applicable, until ten (10) days prior to such transaction
as to all of the Awarded Stock covered thereby, including Shares as to which the Award would not otherwise be exercisable. In addition,
the Administrator may provide that any Company repurchase option or forfeiture rights applicable to any Award shall lapse 100%, and that
any Award vesting shall accelerate 100%, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated.
To the extent it has not been previously exercised or vested, an Award will terminate immediately prior to the consummation of such proposed
action.


 






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(c) Change
in Control.


 


(i) Stock
Options and SARs. In the event of a Change in Control, each outstanding Option and SAR shall be assumed or an equivalent option or
SAR substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. Unless determined otherwise by the
Administrator, in the event that the successor corporation refuses to assume or substitute for the Option or SAR, the Participant shall
fully vest in and have the right to exercise the Option or SAR as to all of the Awarded Stock, including Shares as to which it would
not otherwise be vested or exercisable. If an Option or SAR is not assumed or substituted in the event of a Change in Control, the Administrator
shall notify the Participant in writing or electronically that the Option or SAR shall be exercisable, to the extent vested, for a period
of up to fifteen (15) days from the date of such notice, and the Option or SAR shall terminate upon the expiration of such period.
For the purposes of this paragraph, the Option or SAR shall be considered assumed if, following the Change in Control, the option or
SAR confers the right to purchase or receive, for each Share of Awarded Stock subject to the Option or SAR immediately prior to the Change
in Control, the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of
Ordinary Share 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 Change in Control is not solely Ordinary Share of the successor corporation or its Parent, the Administrator may, with the consent
of the successor corporation, provide for the consideration to be received upon the exercise of the Option or SAR, for each share of
Awarded Stock subject to the Option or SAR, to be solely Ordinary Share of the successor corporation or its Parent equal in fair market
value to the per share consideration received by holders of Ordinary Share in the Change in Control. Notwithstanding anything herein
to the contrary, an Award that vests, is earned, or is paid-out upon the satisfaction of one or more performance goals will not be considered
assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent; provided, however,
a modification to such performance goals only to reflect the successor corporation’s post-Change in Control corporate structure
will not be deemed to invalidate an otherwise valid Award assumption.


 


(ii) Restricted
Stock, Performance Shares, Performance Units, Restricted Stock Units and Other Stock Based Awards. In the event of a Change in Control,
each outstanding Award of Restricted Stock, Performance Share, Performance Unit, Other Stock Based Award and Restricted Stock Unit shall
be assumed or an equivalent Restricted Stock, Performance Share, Performance Unit, Other Stock Based Award and Restricted Stock Unit
award substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. Unless determined otherwise by
the Administrator, in the event that the successor corporation refuses to assume or substitute for the Award, the Participant shall fully
vest in the Award, including as to Shares/Units that would not otherwise be vested, all applicable restrictions will lapse, and all performance
objectives and other vesting criteria will be deemed achieved at targeted levels. For the purposes of this paragraph, an Award of Restricted
Stock, Performance Shares, Performance Units, Other Stock Based Awards and Restricted Stock Units shall be considered assumed if, following
the Change in Control, the award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the
Change in Control (and if a Restricted Stock Unit or Performance Unit, for each Share as determined based on the then current value of
the unit), the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Ordinary
Share 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 Change in Control is not solely Ordinary Share of the successor corporation or its Parent, the Administrator may, with the consent
of the successor corporation, provide that the consideration to be received for each Share (and if a Restricted Stock Unit or Performance
Unit, for each Share as determined based on the then current value of the unit) be solely Ordinary Share of the successor corporation
or its Parent equal in fair market value to the per share consideration received by holders of Ordinary Share in the Change in Control.
Notwithstanding anything herein to the contrary, an Award that vests, is earned, or is paid-out upon the satisfaction of one or more
performance goals will not be considered assumed if the Company or its successor modifies any of the performance goals without the Participant’s
consent; provided, however, a modification to the performance goals only to reflect the successor corporation’s post-Change in
Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.


 






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(iii) Outside
Director Awards. Notwithstanding any provision of Section 15(c)(i) or 15(c)(ii) to the contrary, with respect to Awards granted
to an Outside Director that are assumed or substituted for, if on the date of or following the assumption or substitution the Participant’s
status as a Director or a director of the successor corporation, as applicable, is terminated other than upon a voluntary resignation
by the Participant, then the Participant shall fully vest in and have the right to exercise his or her Options and Stock Appreciation
Rights as to all of the Awarded Stock, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions
on Restricted Stock and Restricted Stock Units, as applicable, will lapse, and, with respect to Performance Shares, Performance Units,
and Other Stock Based Awards, all performance goals and other vesting criteria will be deemed achieved at target levels and all other
terms and conditions met.


 


(iv) Administrator
Discretion. Notwithstanding any provision of Section 15(c)(i), 15(c)(ii), or 15(c)(iii) to the contrary, the Administrator (or
in the case of 162(m) Awards, the Committee) may determine alternative treatment that shall apply to the Award in the event of a Change
in Control by specifying such alternative treatment in the Award Agreement. In the event of such alternative treatment, the treatment
specified in Sections 15(c)(i), 15(c)(ii), and 15(c)(iii), as applicable, shall not apply.


 


16. Date
of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting
such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant
within a reasonable time after the date of such grant.


 


17. Term
of Plan. Subject to Section 22 of the Plan, the Plan will become effective upon its adoption by the Board. It will continue
in effect for a term of ten (10) years unless terminated earlier under Section 18 of the Plan.


 


18. Amendment
and Termination of the Plan.


 


(a) Amendment
and Termination. The Board may at any time amend, alter, suspend, or terminate the Plan.


 


(b) Stockholder
Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with
Applicable Laws.


 


(c) Effect
of Amendment or Termination. No amendment, alteration, suspension, or termination of the Plan will impair the rights of any Participant,
unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the
Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted
to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.


 


19. Conditions
Upon Issuance of Shares.


 


(a) Legal
Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and
delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with
respect to such compliance.


 


(b) Investment
Representations. As a condition to the exercise or receipt of an Award, the Company may require the person exercising or receiving
such Award to represent and warrant at the time of any such exercise or receipt that the Shares are being purchased only for investment
and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation
is required.


 


20. Severability.
Notwithstanding any contrary provision of the Plan or an Award to the contrary, if any one or more of the provisions (or any part thereof)
of this Plan or the Awards shall be held invalid, illegal, or unenforceable in any respect, such provision shall be modified so as to
make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions (or any part thereof)
of the Plan or Award, as applicable, shall not in any way be affected or impaired thereby.





 


21. Inability
to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company
of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.


 


22. Stockholder
Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the
Plan is adopted. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.


 


 


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